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Audit approach risks of compliance with laws and regulations
We assessed the laws and regulations relevant to the Company through discussion with the Executive
Directors and Non-Executive Directors and reading minutes.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance
could considerably vary, we considered the following laws and regulations: adherence to (corporate) tax
law and financial reporting regulations, the requirements of Part 9 of Book 2 of the Dutch Civil Code with
a direct effect on the financial statements as an integrated part of our audit procedures, to the extent
material for the related financial statements. We obtained sufficient appropriate audit evidence
regarding provisions of those laws and regulations generally recognized to have a direct effect on the
financial statements.
Apart from these, the Group is subject to other laws and regulations where the consequences of non-
compliance could have a material effect on amounts and/or disclosures in the financial statements, for
instance, through imposing fines or litigation.
Our procedures are more limited with respect to laws and regulations that do not have a direct effect on
the determination of the amounts and disclosures in the financial statements. Compliance with these
laws and regulations may be fundamental to the operating aspects of the business, to the Group's ability
to continue its business, or to avoid material penalties and therefore non-compliance with such laws and
regulations may have a material effect on the financial statements. Our responsibility is limited to
undertaking specified audit procedures to help identify non-compliance with those laws and regulations
that may have a material effect on the financial statements.
Our procedures are limited to (i) inquiry of the Board and others within Company as to whether the
Company is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with
the relevant licensing or regulatory authorities to help identify non-compliance with those laws and
regulations that may have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-
compliance with laws and regulations have been disclosed to us.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements. We have communicated the key audit matters to the Board. The key
audit matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Dutch Corporate Governance Code and
Special Purpose Acquisition Companies
The Company is a Special Purpose Acquisition Company
(“SPAC”) aiming to consummate a Business Combination
with a target company. The Company is not a business in the
traditional sense and has no employees. The Company has a
limited lifetime and a very specific capital structure with a
number of classes of shares and other financial instruments.
The Dutch Corporate Governance Code is applicable for all
Dutch entities of which the shares are listed on regulated
markets. The code comprises of best practices of the way
the responsibilities of shareholders, management and
oversight boards can be organised contributing to long term
value creation, risk management and relations with other
stakeholders. Based upon the Company’s specific business, a
number of best practices are not applicable. Furthermore,
the Dutch Corporate Governance Code is aimed at two-tier
board systems. The Company has an one-tier board. The
Non-Executive Directors are responsible for independent
oversight, but have short term financial incentives in the
Company similar to Executive Directors. The Non-Executive
directors are valuable for the Company as a result of their
knowledge, experience in relevant industries, certain types