Page(s) | |
Interim Directors’ Report | 1 - 10 |
Unaudited Condensed Statement of Financial Position | 11 |
Unaudited Condensed Statement of Comprehensive Income | 12 |
Unaudited Condensed Statement of Changes in Shareholders' Deficit | 13 |
Unaudited Condensed Statement of Cash Flows | 14 |
Notes to the Unaudited Condensed Financial Statements | 15 - 44 |
Brigade-M3 European Acquisition Corp. Contents 30 June 2022 |
Brigade-M3 European Acquisition Corp. Interim Directors’ Report 30 June 2022 |
Brigade-M3 European Acquisition Corp. Interim Directors’ Report 30 June 2022 |
Name | Position |
Vijay Rajguru | Executive Director and chairman of the Board |
Rosalia Portela | Executive Director |
Steven P. Vincent | Non-Executive Director |
Carlos Sagasta | Independent Non-Executive Director |
Stephan Walz | Independent Non-Executive Director |
Brenda Rennick | Independent Non-Executive Director |
Risk category | Risk description | Potential impact |
Strategic | The Company may face significant competition for Business Combination opportunities | Medium |
Strategic | There is no assurance that the Company will identify suitable Business Combination opportunities by the Business Combination Deadline | Medium |
Strategic | The ability of the Company to negotiate a Business Combination on favorable terms could be affected by the limited time to complete the Business Combination | Medium |
Risk category | Risk description | Potential impact |
Financial | The Company will be constrained by the potential need to finance redemptions of Ordinary Shares in connection with a Business Combination | Medium |
Financial | The Company may need to arrange third-party financing and there can be no assurance that it will be able to obtain such financing, which could compel the Company to restructure or abandon a particular proposed Business Combination | Medium |
Financial | If the Company’s working capital is insufficient to allow the Company to operate until the Business Combination Deadline, it could limit the amount available to fund the Company’s search for a target business and the Company may be unable to complete a Business Combination | Medium |
Operational | The Company’s success is dependent upon the Directors, Brigade and/or M3 to identify and execute a Business Combination and the departure of key individuals could adversely affect the Company group of individuals and other key personnel | Medium |
Operational | The Company’s search for a target business may be materially adversely affected by the coronavirus (COVID-19) pandemic as well as other adverse global health events | Medium |
Operational | The Company’s search for a target business may be materially adversely affected by macroeconomic events as well as other adverse conditions on the public financial markets | Medium |
Operational | Harm to the reputation of the Company, the Sponsor (or any of its affiliates) or the Directors may materially adversely affect the Company | Medium |
Name | Position |
Steven P. Vincent | Non-Executive Director |
Carlos Sagasta | Independent Non-Executive Director |
Stephan Walz | Independent Non-Executive Director |
Brenda Rennick | Independent Non-Executive Director |
Name | Position | Founder Shares |
Vijay Rajguru | Executive Director and chairman of the Board | 25,000 |
Rosalia Portela | Executive Director | 20,000 |
Steven P. Vincent | Non-Executive Director | 0 |
Carlos Sagasta | Independent Non-Executive Director | 20,000 |
Stephan Walz | Independent Non-Executive Director | 20,000 |
Brenda Rennick | Independent Non-Executive Director | 20,000 |
30 June 2022 | |||
Not e | $ | ||
Assets | |||
Cash | 4 | 522,380 | |
Cash held in escrow | 8 | 255,162,939 | |
Prepayments | 896,276 | ||
Share capital receivable | 7 | 625 | |
Forward derivative agreement at fair value through profit or loss | 14 | 12,250 | |
Total assets | 256,594,470 | ||
Shareholders' equity and liabilities | |||
Shareholders' equity | |||
Share capital | 9 | 625 | |
Share based payment reserve | 17 | 19,652,699 | |
Accumulated losses | (14,510,881) | ||
Total shareholders' equity | 5,142,443 | ||
Liabilities | |||
Accrued expenses | 110,508 | ||
Contingent settlement provision | 13 | 7,173,822 | |
Units | 9 | 129,157,044 | |
Redeemable ordinary shares | 9 | 112,308,887 | |
Public warrants | 9 | 875,711 | |
Sponsor warrant liabilities at fair value through profit or loss | 3,9 | 1,826,055 | |
Total liabilities | 251,452,027 | ||
256,594,470 |
30 June 2022 |
30 June 2022 | |||
Note | $ | ||
Income | |||
Interest income | 163,270 | ||
Net unrealised gains on financial assets and liabilities at fair value through profit or loss | 12,264,270 | ||
Total income | 12,427,540 | ||
Expenses | |||
Share based payment expense | 17 | 17,436,953 | |
Interest expense calculated using the effective interest method | 9,389,294 | ||
Formation and operational expenses | 10 | 1,388,513 | |
Total expenses | 28,214,760 | ||
Net loss for the period | (15,787,220) | ||
Total comprehensive loss for the period | (15,787,220) | ||
Basic loss per share | 12 | ($2.53) | |
Diluted loss per share | 12 | ($2.53) |
For the period from 1 January 2022 to 30 June 2022 |
Share capital | Share based payment reserve | Total | ||
$ | $ | $ | $ | |
Opening balance – 1 January 2022 | 625 | 2,215,745 | 1,276,339 | 3,492,709 |
Comprehensive loss for the period | - | - | (15,787,220) | (15,787,220) |
Total comprehensive loss for the period | - | - | (15,787,220) | (15,787,220) |
Capital transactions | ||||
Share based payment reserve | - | 17,436,954 | - | 17,436,954 |
Closing balance – 30 June 2022 | 625 | 19,652,699 | (14,510,881) | 5,142,443 |
Unaudited Condensed Statement of Changes in Equity For the period from 1 January 2022 to 30 June 2022 |
2022 $ | |||
Cash flows from operating activities: | |||
Net loss for the period | (15,787,220) | ||
Adjustments to reconcile net loss for the period to net cash used in operating activities: | |||
Adjustment for: Net unrealised gains on financial assets and liabilities at fair value through profit or loss | (12,264,270) | ||
Share based payment expense | 17,436,953 | ||
Interest expense calculated using the effective interest method | 9,389,294 | ||
Interest income on escrow | (162,939) | ||
Underwriting discount expense | 788,185 | ||
Changes in: | |||
Prepayments | 289,829 | ||
Accrued expenses | (82,967) | ||
Net cash used in operating activities | (393,135) | ||
Net change in cash | (393,135) | ||
Cash at beginning of the period | 915,515 | ||
Cash at end of the period | 522,380 |
Unaudited Condensed Statement of Cash Flows For the period from 1 January 2022 to 30 June 2022 |
1.General information |
2.Summary of significant accounting policies |
2.1Basis of preparation |
2.2Use of estimates and judgements |
Notes to the Financial Statements 31 December 2021 |
2.Summary of significant accounting policies (continued) |
2.2Use of estimates and judgements (continued) |
2.3Going concern |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.3Going concern (continued) |
2.5Functional and presentation currency |
(i)Functional currency |
(ii)Transactions and balances |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.6Financial instruments |
(i)Recognition and initial measurement |
(ii)Classification and subsequent measurement |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.6Financial instruments (continued) |
(iii)Amortised cost |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.6Financial instruments (continued) |
(v)Impairment |
Notes to the Interim Financial Statements 30 June 2022 |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.6Financial instruments (continued) |
(vi)Derecognition |
2.7Forward derivative agreements |
2.8Cash |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.9Share capital receivable |
2.10Prepayments |
2.11Accrued expenses |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.14Sponsor shares |
Notes to the Interim Financial Statements 30 June 2022 |
2. Summary of significant accounting policies (continued) |
2.15Sponsor warrants |
2.17Taxation |
Notes to the Interim Financial Statements 30 June 2022 |
2.Summary of significant accounting policies (continued) |
2.17Taxation (continued) |
2.18Related parties |
2.19Offering costs |
Notes to the Interim Financial Statements 30 June 2022 |
3.Fair value measurement |
Level 1 - | Quoted prices (unadjusted) in active markets for identical assets or liabilities. |
Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). |
Level 3 - | Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). |
Notes to the Interim Financial Statements 30 June 2022 |
3.Fair value measurement (continued) |
Notes to the Interim Financial Statements 30 June 2022 |
3.Fair value measurement (continued) |
Level 1 | Level 2 | Level 3 | Total | |
$ | $ | $ | $ | |
Financial assets at fair value through profit or loss | ||||
Forward purchase agreement | - | - | 12,250 | 12,250 |
- | - | 12,250 | 12,250 | |
Public warrant liabilities | - | - | 875,711 | 875,711 |
Public warrant liabilities, included in units | - | - | 999,289 | 999,289 |
Sponsor warrant liabilities | - | - | 1,826,055 | 1,826,055 |
- | - | 3,701,055 | 3,701,055 |
2022 | 2022 | |
$ | $ | |
Warrants | ||
Beginning of period | 1,841,750 | (17,794,825) |
Net unrealised (loss)/gain at fair value through profit or loss | (1,829,500) | 14,093,770 |
End of period | 12,250 | (3,701,055) |
Notes to the Interim Financial Statements 30 June 2022 |
3.Fair value measurement (continued) |
Fair value $ | Valuation technique | |||
Warrant liabilities | 3,701,055 | Expected volatility | 0.4% |
2022 $ Favorable | 2022 $ Unfavorable | ||
Public warrant liabilities at FVTPL | 93,750 | (93,750) | |
Sponsor warrant liabilities at FVTPL | 91,303 | (91,303) |
Notes to the Interim Financial Statements 30 June 2022 |
4.Cash |
2022 $ | |||
Current account | 522,380 | ||
Total cash | 522,380 |
5.Financial risk management |
5.1.Market risk management |
Notes to the Interim Financial Statements 30 June 2022 |
5. 2.Liquidity risk management |
Notes to the Interim Financial Statements 30 June 2022 |
5.Financial risk management (continued) |
5. 2.Liquidity risk management (continued) |
Total $ | ||||
Liabilities | ||||
Redeemable ordinary shares | - | 112,308,887 | - | 112,308,887 |
Redeemable ordinary shares, included in units | - | 128,157,755 | - | 128,157,755 |
Public warrant liabilities at fair value through profit or loss | - | 875,711 | - | 875,711 |
Public warrant liabilities at fair value through profit or loss, included in units | 999,289 | 999,289 | ||
Sponsor warrant liabilities at fair value through profit or loss | - | 1,826,055 | - | 1,826,055 |
Contingent settlement provision | - | 7,173,822 | - | 7,173,822 |
Accrued expenses | - | 110,508 | - | 110,508 |
- | 251,452,027 | - | 251,452,027 |
5. 3.Credit risk management |
Credit Ratings | Moody's | Standard & Poor's | Fitch | |
Goldman Sachs | 522,380 | A3 | BBB+ | A |
HSBC | 255,162,939 | A2 | A- | A+ |
255,685,319 |
30 June 2022 |
5.Financial risk management (continued) |
5. 3.Credit risk management (continued) |
5. 4.Capital risk management |
6.Acquisition |
7.Share capital receivable |
8.Cash held in escrow |
30 June 2022 |
9.Capital instruments |
30 June 2022 |
30 June 2022 |
Units | 2022 | |
In issue at 1 January | 25,000,000 | |
Converted during the period from 25 February to 25 June | (11,676,140) | |
In issue at 30 June | 13,323,860 |
Units | 2022 $ | |
Proceeds from issuance of units | 133,238,600 | |
Offering costs | (359,716) | |
Contingent settlement provision | (3,823,320) | |
Interest expense calculated using the effective interest method | 4,564,973 | |
Net unrealised gain on public warrant liabilities, included in units | (4,463,493) | |
Carrying amount at 30 June | 129,157,044 | |
Carrying amount of component parts of units at 30 June: | ||
Redeemable ordinary shares | 128,157,755 | |
Public warrants | 999,289 |
30 June 2022 |
30 June 2022 |
9.Capital instruments (continued) |
Financial instruments held in treasury as at | 2021 22 December | 2022 30 June |
Redeemable ordinary shares | 25,000,000 | 13,323,860 |
Public warrants | 12,500,000 | 6,661,930 |
30 June 2022 |
10.Operating costs |
11.Dividends |
12.Net loss per share |
12.1.Basic net loss per share |
2022 $ | ||
Numerator | ||
Net loss for the period used in basic earnings per share | (15,787,220) | |
Total net loss for the period used in basic earnings per share | (15,787,220) | |
Denominator | ||
Weighted average number of sponsor shares used in basic loss per share | 6,250,000 | |
Total weighted average number of sponsor shares used in basic loss per share | 6,250,000 |
12.2.Diluted net earnings per share |
30 June 2022 |
13.Contingent settlement provision |
14.Related party transactions |
30 June 2022 |
30 June 2022 | Issued | Transfers | |||
Sponsor shares | |||||
Brigade SPAC Sponsor II LLC | 6,145,000 | - | - | - | 6,145,000 |
Vijay Rajguru (Executive director and chairman) | 25,000 | - | - | - | 25,000 |
Rosalia Portela (Executive director) | 20,000 | - | - | - | 20,000 |
Carlos Sagasta (Non-executive director) | 20,000 | - | - | - | 20,000 |
Stephan Walz (Non-executive director) | 20,000 | - | - | - | 20,000 |
Brenda Rennick (Non- executive director) | 20,000 | - | - | - | 20,000 |
6,250,000 | - | - | - | 6,250,000 |
30 June 2022 | Issued | |||
Sponsor warrants | ||||
Brigade SPAC Sponsor II LLC | 10,850,000 | - | - | 10,850,000 |
30 June 2022 |
15.Income tax |
16.Accounting classification and fair value |
30 June 2022 | Carrying Value | Fair Value | Fair value hierarchy level |
Financial assets measured at fair value | |||
Forward purchase agreement | 12,250 | 12,250 | Level 3 |
12,250 | 12,250 | ||
Financial assets measured at amortised cost | |||
Cash | 522,380 | 522,380 | Level 1 |
Cash held in escrow | 255,162,939 | 255,162,939 | Level 1 |
Share capital receivable | 625 | 625 | Level 2 |
255,685,944 | 255,685,944 | ||
Financial liabilities measured at fair value | |||
Public warrant liabilities | 875,711 | 875,711 | Level 3 |
Public warrant liabilities, included in units | 999,289 | 999,289 | Level 3 |
Sponsor warrant liabilities | 1,826,055 | 1,826,055 | Level 3 |
3,701,055 | 3,701,055 | ||
Financial liabilities measured at amortised cost | |||
Redeemable ordinary shares | 112,308,887 | 113,842,365 | Level 3 |
Redeemable ordinary shares, included in units | 128,157,755 | 129,907,635 | Level 3 |
Contingent settlement provision | 7,173,822 | 5,584,928 | Level 3 |
Accrued expenses | 110,508 | 110,508 | Level 2 |
247,750,972 | 249,445,436 |
30 June 2022 |
17.Share based payment reserve |
18.Subsequent events |
30 June 2022 |