EPIC Acquisition Corp

Annual Financial Statements

For the period 5 May 2021 (date of incorporation) to 30 September 2022

EPIC Acquisition Corp

For the period 5 May 2021 (date of incorporation) to 30 September 2022

Table of Contents

Page

Directors' Report 2

Company Information 3

Independent Auditors' Report 4 – 9

Statement of Financial Position 10

Statement of Comprehensive Income 11

Statement of Changes in Equity 12

Statement of Cash Flows 13

Notes to the Financial Statements 14 – 39

EPIC Acquisition Corp

Directors' Report

For the period 5 May 2021 (date of incorporation) to 30 September 2022

EPIC Acquisition Corp (the “Company”) is a special purpose acquisition company which is seeking to identify, acquire

and develop an innovative company operating in the consumer sector in the European Economic Area or the United

Kingdom which has the potential for significant growth in Asian markets.

Overview

EPIC Acquisition Corp was admitted to listing and trading on Euronext Amsterdam on 6 December 2021, raising

€154,116,130 in its Offering of 15,411,613 Units at €10 per Unit, consisting of one Class A Redeemable Ordinary Share

and one half (1/2) of a Warrant (a “Public Warrant”). These proceeds were placed in an escrow account as outlined in the

Prospectus published by the Company on 3 December 2021 (available on the Company’s website

www.epicacquisitioncorp.com).

In conjunction with the Offering, the Company’s sponsor, EAC Sponsor Limited (the “Sponsor”) subscribed for 3,750,000

Class B Ordinary Shares and 3,814,289 Warrants (the “Founder Warrants”) in a private placement, raising €5,721,434.

Since the completion of its Offering, the Company’s management has been focused on identifying a potential target for an

initial business combination within the meaning of the Prospectus (a “Business Combination”), and this process is

ongoing. The Company has until 25 April 2023 to complete a Business Combination (the “Initial Business Combination

Deadline"), subject to two three-month extension periods (the “Extension Periods”), in each case, if approved by an

ordinary resolution of the holders of Class A Redeemable Ordinary Shares and Class B Ordinary Shares.

Escrow Account

The proceeds of the Company’s Offering, €154,116,130, were placed in an escrow account held with ABN AMRO B.V.

in Amsterdam (the “Escrow Account”). These funds are available to the Company for the facilitation of a Business

Combination, less any redemptions as described in the Prospectus. The total balance in the escrow accounts at 30

September 2022 was €153,337,831. The difference between the initial proceeds and the balance at 30 September 2022 of

€778,299 is the negative interest charged on this account, which is covered by the Additional Sponsor Subscription

proceeds of Company's Offering (refer note 4).

Costs

The proceeds of the issuance of Class B Ordinary Shares and Founder Warrants (€5,721,434 in aggregate) were used to

cover the costs of the Offering and are available to finance the ongoing operating costs of the Company. Total ongoing

operating costs in the period from inception until 30 September 2022 amount to €784,258.

EPIC Acquisition Corp

Company Information

For the period 5 May 2021 (date of incorporation) to 30 September 2022

Directors James Henderson

Jan Zijderveld

Nisha Kumar

Stephan Borchert

Teresa Teague

Company Registered Office Address Walkers Corporate Limited

190 Elgin Avenue, George Town

Grand Cayman KY1-9008

Auditors KPMG

SIX Cricket Square, 282 Shedden Road

George Town, Cayman Islands

Accountants EPIC Fund Services (Guernsey) Limited

Suites 7 & 8 Fourth Floor, Windsor House Le Pollet

St Peter Port GY1 1WF

Guernsey

Listing and paying agent ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

1082 PP Amsterdam, Netherlands

Legal Entity Identifier 549300W1RYJKNDFQT504

KPMG

P.O. Box 493

SIX Cricket Square

Grand Cayman KY1-1106

Cayman Islands

Telephone +1 345 949 4800

Fax +1 345 949 7164

Internet http://www.kpmg.ky

organization of independent member firms affiliated with KPMG International Limited, a

Document classification: KPMG Confidential

Independent Auditors’ Report

To the Board of Directors and Shareholders of EPIC Acquisition Corp

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of EPIC Acquisition Corp (the “Company”), which comprise

the statement of financial position as at 30 September 2022, the statements of comprehensive

income, changes in equity and cash flows for the period from 5 May 2021 (date of incorporation)

through 30 September 2022, and notes, comprising significant accounting policies and other

explanatory information.

In our opinion, the accompanying financial statements give a true and fair view of the financial

position of the Company as at 30 September 2022, and of its financial performance and its cash

flows for the period then ended in accordance with International Financial Reporting Standards

(IFRS).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the Auditors’ Responsibilities for the

Audit of the Financial Statements section of our report. We are independent of the Company in

accordance with the International Ethics Standards Board for Accountant’s International Code of

Ethics for Professional Accountants (including International Independence Standards) (“IESBA

Code”) together with the ethical requirements that are relevant to our audit of the financial statements

in the Cayman Islands, and we have fulfilled our other ethical responsibilities in accordance with

these requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2(d) of the financial statements, which indicates that the Company has

less than 12 months to complete an initial business combination for which significant contingencies

to completion exist. As stated in Note 2(d), these conditions, along with other matters as set forth in

Note 2(d), indicate that material uncertainty exist that may cast significant doubt on the Company’s

ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance

in our audit of the financial statements of the current period. 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. We have determined the matters described

below to be the key audit matters to be communicated in our report:

Report on the Audit of the Financial Statements (continued)

Valuation of level 3 financial instruments

Refer to page 16 (accounting policy) and page 24 (financial disclosures)

Description of key audit matter How the matter was addressed in our audit

Approximately 0.45

% of the

Company’s total liabilities are financial

instruments valued using valuation

techniques that utilise inputs that are

unobservable in the market (i.e. level

3 instruments).

Founder and Public warrant liabilities

are derivative liabilities that are

measured at fair value, which is

established by using valuation models

such as the Black-Scholes Model that

include assumptions and inputs that

are unobservable.

There is a significant risk of error

relating to the valuation of these

financial

instruments given the

judgmental nature of the matters that

require consideration by management

and those charged with governance.

The procedures we undertook included:

•Documenting and assessing the design and

implementation of the valuation processes

and controls in place;

•Challenging management and their valuation

specialist on key judgments. In particular, we:

•Challenged the appropriateness of the

valuation technique selected as well as

the underlying assumptions, such as

volatility and

time to business

combination; and

•Compared key underlying financial data

inputs to external sources, such as peer

group comparisons and marketplace

transaction timelines.

We used the work undertaken by our own valuation

specialist to assist with the above procedures.

In addition, we also considered the appropriateness,

in accordance with relevant accounting standards, of

the disclosures relating to financial instruments.

Based on our assessment of information obtained

from our procedures, we concluded that judgments

relating to the valuation of financial instruments were

reasonable.

Share-based payments

Refer to page 20 (accounting policy) and page 38 (financial disclosures)

Description of key audit matter How the matter was addressed in our audit

Class B Ordinary shares are equity

instruments that management have

identified as being granted under a

share-based payment arrangement.

Significant judgment has been applied

in determining that the Class B

Ordinary shares are within the scope

of IFRS 2 Share-based Payment.

The completeness and accuracy of

the measurement and recognition of

share-based payments are

determined by the grant date; whether

conversion of Tranche 2 and Tranche

3 of the Class B Ordinary shares is a

performance condition or non-vesting

condition; and, the probability of

business combination. Determination

of grant date is important because this

The procedures we undertook with respect to scope

of IFRS 2 Share-based Payment:

•Challenged management on the facts and

circumstances such as subscription of Class

B Ordinary shares, at a nominal price, that will

result in significant dilution of the Class B

Ordinary shares if a business combination

occurs; and

•Compared the fair value of the Class B

Ordinary shares at grant date to the nominal

price paid, noting that the fair value was

higher.

With respect to completeness and accuracy of the

measurement and recognition of share-based

payments, we performed the following procedures:

Report on the Audit of the Financial Statements (continued)

is the measurement date on which the

fair value of the Class B Ordinary

shares granted is based. Identification

of whether the performance targets in

Tranche 2 and Tranche 3 of the

promote schedule are a performance

condition or non-vesting condition

affects the period over which the

charge is recognized. Management

has determined that the performance

targets are non-vesting conditions

because the service period ends at

business combination. Probability of

business combination is significant

because the share-based payment

cost is recognised if the business

combination is more likely than not to

be achieved. Significant judgment has

been applied in determination of these

key terms.

Finally, initial measurement of the

share-based payments is at fair value,

which is established by a Monte Carlo

simulation and a discount for lack of

marketability derived using the option

pricing method

that include

assumptions and inputs that are

unobservable.

There is significant risk relating to

valuation at initial recognition of the

Class B Ordinary shares given the

judgmental nature of the matters that

require consideration by management

and those charged with governance.

•Challenged management as to when there

was a shared understanding of the terms and

conditions of the share-based arrangement,

i.e. the grant date;

•Evaluated and challenged managements

judgement as to whether there were implicit

services beyond the date of the business

combination in order to determine that the

performance targets are non-vesting

conditions;

•Challenged management as to the facts and

ircumstances that could impact the

probability of business combination, such as

time frame and market conditions; and

•

Evaluated whether management’s

assessment of grant date and probability of

business combination included all relevant

information that has come to our attention in

the audit.

With respect to the procedures we undertook on initial

measurement of the share-based payments at fair

value:

•Documenting and assessing the design and

implementation of the valuation processes

and controls in place;

•Challenging management on key judgments.

In particular, we:

•Challenged the appropriateness of the

valuation technique selected as well as

the underlying assumptions, such as

volatility and time to business

combination;

•Challenged the application of non-market

performance conditions in the valuation

of Class B Ordinary shares at grant date;

and

•Compared key underlying financial data

inputs to external sources, such as peer

group comparisons and marketplace

transaction timelines.

We used the work undertaken by our own valuation

specialist to assist with the above procedures.

In addition, we also considered the appropriateness,

in accordance with relevant accounting standards, of

the disclosures relating to share-based payments.

Based on our assessment of information obtained

from our procedures, we concluded that the sponsor

shares are within the scope of IFRS 2 Share-based

Payment and

judgments relating to the

completeness, accuracy and initial measurement at

fair value of share-based payments to be reasonable.

Report on the Audit of the Financial Statements (continued)

Contingent settlement provision

Refer to page 34 (accounting policy and financial disclosures)

Description of key audit matter How the matter was addressed in our audit

The Company is required to settle

deferred underwriting commissions

upon business combination. The

contingent settlement provision is a

financial liability that is initially

recognised at fair value and

subsequently measured at amortised

cost.

Fair value of the financial liability at

initial recognition and for the purpose

of disclosure in note 12 to the financial

statements is determined by using a

valuation technique that utilises

unobservable inputs such as the

probability of business combination.

Subsequent measurement of the

financial liability at amortised cost is

determined by estimating the rate that

exactly discounts the estimated future

cash payment through the expected

life of the financial liability to the

amortised cost of the financial liability.

Management have determined that

the business combination is more

likely than not to be achieved.

Accordingly, the estimated future cash

payment is 100% of the amount

required to be settled. Significant

judgment has been applied by

management in determination of the

probability of business combination.

There is significant risk relating to the

completeness and accuracy of the

contingent settlement provision given

the judgmental nature of the matters

that require consideration by

management and those charged with

governance.

The procedures we undertook included:

•Challenged management on the facts and

circumstances that could impact the

probability of business combination, such as

time frame and market conditions; and

•

Evaluated whether management’s

assessment of the probability of business

combination included all relevant information

that has come to our attention in the audit.

We used the work undertaken by our own valuation

specialist to assist with the above procedures.

In addition, we also considered the appropriateness,

in accordance with relevant accounting standards, of

the disclosures relating to the contingent settlement

provision.

Based on our assessment of information obtained

from our procedures, we concluded that judgments

relating to initial recognition and subsequent

measurement of the contingent settlement provision

to be reasonable.

Other Information

Management is responsible for the other information. The other information comprises the

information included in the Directors’ Report but does not include the financial statements and our

auditors’ report thereon.

Our opinion on the financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements, or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If, based on the work we have performed, we conclude that there is a material

Report on the Audit of the Financial Statements (continued)

misstatement of this other information, we are required to report that fact. We have nothing to report

in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

Management is responsible for the preparation and fair presentation of the financial statements in

accordance with IFRS and for such internal control as management determines is necessary to

enable the preparation of financial statements that are free from material misstatement, whether due

to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless management either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting

process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report

that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee

that an audit conducted in accordance with ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

•Identify and assess the risks of material misstatement of the financial statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

•Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control.

•Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

•Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditors’ report to the related disclosures in the financial statements or,

if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditors’ report. However, future events or

conditions may cause the Company to cease to continue as a going concern.

•Evaluate the overall presentation, structure and content of the financial statements, including

the disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

Report on the Audit of the Financial Statements (continued)

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the (consolidated) financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditors’ report

unless law or regulation precludes public disclosure about the matter or when, in extremely rare

circumstances, we determine that a matter should not be communicated in our report because the

adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

Report on Other Legal and Regulatory Requirements

European Single Electronic Format (ESEF)

The Company has prepared its annual report in ESEF. The requirements for this format are set out

in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical

standards on the specification of a single electronic reporting format (these requirements are

hereinafter referred to as: the RTS on ESEF).

In our opinion, the annual report prepared in the XHTML format, including the financial statements

as included in the reporting package by the Company, has been prepared in all material respects in

accordance with the RTS on ESEF.

Those charged with governance are responsible for preparing the annual report including the

financial statements in accordance with the RTS on ESEF, whereby the management combine the

various components into a single reporting package. Our responsibility is to obtain reasonable

assurance for our opinion whether the annual report in this reporting package, is in accordance with

the RTS on ESEF.

Our procedures included amongst others:

•obtaining an understanding of the Company's financial reporting process, including the

preparation of the annual report in XHTML format; and

•examining whether the annual report in XHTML format is in accordance with the RTS on

ESEF.

The engagement partner on the audit resulting in this independent auditors’ report is Tanis

McDonald.

30 January 2023

EPIC Acquisition Corp

Statement of Financial Position

As at 30 September 2022

(stated in EUR)

Notes

30 September 2022

Assets

Cash 3

1,282,842

Escrow account 4

153,337,831

Debtors

4,835

Total assets

154,625,508

Shareholders' equity

Issued share capital 8

375

Share-based payment reserve 15

20,557,353

Accumulated deficit

(19,504,976)

Total shareholders' equity 1,052,752

Liabilities

Class A Redeemable Ordinary Shares 8149,911,652

Founder Warrant liabilities at fair value through profit or loss

8228,857

Public Warrant liabilities at fair value through profit or loss

8462,348

Contingent settlement provision 12 2,559,099

Accounts payable and accrued liabilities 410,800

Total liabilities 153,572,756

Total shareholders' equity and liabilities 154,625,508

The accompanying notes on pages 14 to 39 form an integral part of these financial statements.

EPIC Acquisition Corp

Statement of Comprehensive Income

For the period 5 May 2021 (date of incorporation) to 30 September 2022

(stated in EUR)

Notes

5 May 2021 to

30 September 2022

Income

Negative interest cover provided by the Sponsor 4

778,299

Net gain on warrant liabilities at fair value through profit or loss 5

7,110,421

7,888,720

Expenses

Formation and operating expenses 7

(784,258)

Negative interest expense 4

(778,299)

Share-based payment expense 15

(20,557,353)

Interest expense calculated using the effective interest method 8, 12

(5,273,786)

Total expenses

(27,393,696)

Net loss for the period

(19,504,976)

Total comprehensive loss for the period (19,504,976)

Losses per share

Basic net loss per share 13

(8.65)

Diluted net loss per share 13 (8.65)

The accompanying notes on pages 14 to 39 form an integral part of these financial statements.

The Company has no recognised gains or losses for the current period, except as stated above. The Directors consider

that all operations are continuing.

EPIC Acquisition Corp

Statement of Changes in Equity

For the period 5 May 2021 (date of incorporation) to 30 September 2022

(stated in EUR)

Share capital

Share-based

payment reserve

Accumulated

deficit

Total

Opening balance – 5 May 2021 -- - -

Issued share capital :

Class B Ordinary Shares 375 - - 375

Share-based payment reserve - 20,557,353 - 20,557,353

Total comprehensive loss for the period -- (19,504,976) (19,504,976)

Closing balance – 30 September 2022 375 20,557,353 (19,504,976) 1,052,752

The accompanying notes on pages 14 to 39 form an integral part of these financial statements.

EPIC Acquisition Corp

Statement of Cash Flows

For the period 5 May 2021 (date of incorporation) to 30 September 2022

(stated in EUR)

5 May 2021 to

30 September 2022

Cash flows used in operating activities

Net loss for the period (19,504,976)

Interest expense calculated using the effective interest method 5,273,786

Share-based payment expense 20,557,353

Net gain on warrant liabilities at fair value through profit or loss (7,110,421)

Increase in accounts payable and other liabilities 410,800

Increase in debtors (4,835)

Net cash used in operating activities (378,293)

Cash flows used in investing activities

Deposit in escrow account of proceeds from issuance of units (154,116,130)

Net cash used in investing activities (154,116,130)

Cash flows from financing activities

Offering costs (4,060,299)

Proceeds from issuance of Units 154,116,130

Proceeds from issuance of Class B Ordinary Shares 375

Proceeds from issuance of Founder Warrants 5,721,059

Net cash generated from financing activities 155,777,265

Net increase in cash 1,282,842

Cash at the beginning of the period -

Cash at end of period 1,282,842

The accompanying notes on pages 14 to 39 form an integral part of these financial statements.

Adjustments to reconcile net loss for the period to net cash used in operating

activities:

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(1) General information

EPIC Acquisition Corp (the “Company”) is a special purpose acquisition company (“SPAC”) which was

incorporated on 5 May 2021 under the laws of the Cayman Islands, as an exempted company with limited liability

for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, re-

organisation, or similar business combination with a single business (a “Business Combination”). Although the

Company may pursue an acquisition opportunity in any business or industry, the Company intends to leverage the

experience of EPIC Investment Partners (“EPIC”), TT Bond Partners (“TTB”) and their respective affiliates to

identify, acquire and operate an innovative company operating in the consumer sector (including, but not limited to,

consumer brands operating in manufacturing, technology, brand and engagement, products and services) in either

the European Economic Area (the “EEA”) or the United Kingdom which has the potential for significant growth in

Asian markets.

EPIC Acquisition Corp was admitted to listing and trading on Euronext Amsterdam on 6 December 2021, raising

€154,116,130 in its initial offering (the “Offering”) of 15,411,613 Units at €10 per Unit, consisting of one Class A

Redeemable Ordinary Shares and one half (1/2) of a warrant (a “Public Warrant”). In total, the Company has issued

15,411,613 Class A Redeemable Ordinary Shares and 7,705,806 Public Warrants.

The proceeds of the Offering were placed in an escrow account held with ABN AMRO B.V. in Amsterdam (the

“Escrow Account”) as outlined in the Prospectus published by the Company on 3 December 2021 (available on the

Company’s website www.epicacquisitioncorp.com). These funds are available to the Company for the facilitation of

a Business Combination, less any redemptions as described in the Prospectus.

In conjunction with the Offering, the Company’s sponsor, EAC Sponsor Limited (the “Sponsor”) subscribed for

3,750,000 Class B Ordinary Shares and 3,814,289 warrants (the “Founder Warrants”) in a private placement, raising

€5,721,434. The proceeds of the private placement were used to cover the costs of the Offering and are available to

finance the ongoing operating costs of the Company. Total operating costs in the period from inception until 30

September 2022 amount to €784,258.

Since the completion of the Offering, the Company’s management has been focused on identifying a potential target

for an initial Business Combination, and this process is ongoing. The Company has until 25 April 2023 to complete

a Business Combination (the “Business Combination Deadline"), subject to two three-month extension periods (the

“Extension Periods”), in each case, if approved by an ordinary resolution of the holders of Class A Redeemable

Ordinary Shares and Class B Ordinary Shares.

(2) Significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These

policies have been consistently applied to all the periods presented, unless otherwise stated.

(a) Basis of preparation

The financial statements of the Company for the period from 5 May 2021 (date of incorporation) until 30 September

2022 have been prepared in accordance, and comply with International Financial Reporting Standards (“IFRS”) and

are stated in Euro (“€”), the Company’s functional currency, unless otherwise disclosed.

The reporting period of these financial statements is from 5 May 2021 (date of incorporation) until 30 September

2022. The Company’s financial year end is 30 September.

Accounting policies and other disclosures related to financial instruments have been defined in the following notes

to financial statements. Any capitalised terms not elsewhere defined, are defined in the Prospectus published by the

Company on 3 December 2021.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2)

Significant accounting policies (continued)

(b) Functional and presentation currency

Functional currency is the currency of the primary economic environment in which the Company operates. Most of

the Company’s transactions are denominated in Euro (“Euro” or “€”). The Company is listed on the Euronext

Amsterdam Stock Exchange and the capital raised in the Offering was in Euro. Most expenses are denominated and

paid in Euro. Accordingly, management has determined that the functional currency of the Company is Euro.

Transactions in foreign currencies are translated into Euro at the exchange rate as of the dates of the transactions.

Foreign currency assets and liabilities are translated into Euro using the exchange rate prevailing at the reporting

date. Foreign exchange gains and losses arising from translation, if any, are included in the statement of

comprehensive income.

In preparing these financial statements in conformity with IFRS, management have made certain critical accounting

estimates, judgements and estimates that affect the application of the Company’s accounting policies and the

reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised

prospectively.

Judgements may include going concern (refer note 2 d), determination of functional currency (refer note 2 b) and

application of IFRS 2 for share based payments (refer note 15).

Estimation and measurement uncertainties include, but may not be limited to, fair value measurement (refer note

2,g), contingent settlement provisions (refer note 12) and IFRS 2 for share based payments (including the probability

of a Business Combination and identification of the grant date) (refer note 15).

Information about judgements, assumptions and estimation uncertainties made in applying accounting policies that

have the significant effect on the amounts recognised in the financial statements are included in the relevant

accounting policy notes.

(d) Going concern

Following the Offering and prior to the completion of a Business Combination, the Company will not engage in any

operations, other than in connection with the selection, structuring and completion of a Business Combination. The

Company has until 25 April 2023 to complete a Business Combination, subject to two three-month extension

periods, in each case, if approved by an ordinary resolution of the holders of Class A Redeemable Ordinary Shares

and Class B Ordinary Shares.

The operating costs of the Company are expected to be covered by the proceeds of the private placement of Class B

Ordinary Shares and Founder Warrants as described in note 1. The Sponsor or its affiliates may fund any excess

costs through the issuance of debt instruments to the Company, and up to €2 million of any such debt instruments

may be converted into Warrants of the post-Business Combination entity at a price of €1.50 per Warrant at the

option of the lender. Such Warrants would be identical to Founder Warrants.

If the Company intends to complete a Business Combination, it will convene a general meeting (the “EGM”) and

propose the Business Combination for consideration and approval by its Shareholders. The resolution to effect a

Business Combination shall require the prior approval of at least: (i) an ordinary resolution at a quorate EGM; and

(ii) if the Business Combination is structured as a merger, a special resolution at a quorate EGM (the “Required

Majority”).

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2) Significant accounting policies (continued)

(d) Going concern (continued)

In each case, a quorate EGM shall require holders representing at least one-third (1/3) of the paid-up voting share

capital of the Company and who are entitled to vote at such meeting to be present in person or by proxy.

If the Company fails to complete a Business Combination prior to the Business Combination Deadline, it will cease

operations except for the purposes of winding up, redeeming the Class A Redeemable Ordinary Shares (as defined

in the Prospectus) and commencing liquidation.

The Company’s management remains focused on completing a Business Combination on or before the Business

Combination Deadline. However, given the time remaining to this deadline and the potential impact of current

global events, including a consideration of the impacts of COVID-19, the broad economic and geopolitical risks at

present, and the ongoing war in Ukraine, there is material uncertainty regarding the Company’s ability to continue

as a going concern - that is, whether it will be able to achieve its objectives within 12 months from the date of these

financial statements.

While not compromising its focus on the business fundamentals for any given opportunity, the Company is adapting

its activities appropriately to factor in, to the extent possible, the current circumstances, notably the challenging

market environment. Given that management remains focused on completing the Business Combination, the

accompanying financial statements have been prepared on a going concern basis and do not include any adjustments

that might arise as a result of uncertainties about the Company’s ability to continue as a going concern.

In addition, such opinion is not dependent on the Company completing a Business Combination by the Business

Combination Deadline. It is important to note that nothing in this analysis implies that the Company would be

unable to meet its debts as they fall due or to fulfil any redemptions of Class A Redeemable Ordinary Shares should

the Company not complete a Business Combination by the Business Combination Deadline.

(e) New accounting developments

There are no new accounting developments which are expected to have a significant impact on the Company's

financial condition or results of operation.

(f) Accounts payable and accrued liabilities

These amounts represent liabilities for services provided to the Company prior to the financial year end, which

remain unpaid. Accounts payable and accrued liabilities are presented as current liabilities unless payment is not

due within 12 months after the reporting period. They are recognised initially at their fair value. Whereby the best

evidence of the fair value of a financial instrument at initial recognition is normally the transaction price, the

subsequent measurement is at amortised cost using the effective interest method.

(g) Financial Instruments

(i) Recognition and initial measurement

The Company initially recognises financial assets and financial liabilities on the date it becomes a party to the

contractual provisions of the instrument. Any gains and losses arising from changes in fair value of the financial

assets or financial liabilities at fair value through profit or loss (“FVTPL”) are recorded in the statement of

comprehensive income.

Financial assets and financial liabilities are measured initially at fair value plus or minus, for an item not at FVTPL,

transaction costs that are directly attributable to its acquisition or issue.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2) Significant accounting policies (continued)

(g) Financial Instruments (continued)

(ii) Classification and subsequent measurement

Financial assets

On initial recognition, the Company classifies financial assets as measured at amortised cost or FVTPL.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as

at FVTPL:

· it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

· its contractual terms give rise on the specified dates to cash flows that are solely payments of principal and

· interest.

All financial assets not classified as measured at amortised cost, as described above, are measured at FVTPL.

Financial assets classified at amortised cost are subsequently measured at amortised cost using the effective interest

method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and

impairment are recognised in the statement of comprehensive income. Any gain or loss on derecognition is

recognised in the statement of comprehensive income.

Financial assets classified at FVTPL are subsequently measured at fair value. Net gains and losses, including any

interest income and foreign exchange gains and losses, are recognised in the statement of comprehensive income.

Financial assets include cash, Escrow Account and debtors.

Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVTPL.

A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is

designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains or

losses, including any interest, are recognised in the statement of comprehensive income.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest

expense and foreign exchange gains and losses are recognised in the statement of comprehensive income. Any gain

or loss on derecognition is also recognised in the statement of comprehensive income.

Financial liabilities include Class A Redeemable Ordinary Shares, Warrant liabilities at fair value through profit or

loss, contingent settlement provision, accounts payable and accrued liabilities.

(iii) Amortised cost

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial

liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative

amortisation using the effective interest method of any difference between that initial amount and the maturity

amount and, for financial assets, adjusted for any loss allowance.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2) Significant accounting policies (continued)

(g) Financial Instruments (continued)

(iv) Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date in the principal or, in its absence, the most advantageous

market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

When available, the Company measures the fair value of an instrument using the quoted price in an active market

for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient

frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of

relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique

incorporates all of the factors that market participants would take into account in pricing a transaction.

The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period

during which the change has occurred.

(v) Impairment

The Company assesses, on a forward-looking basis, the expected credit losses associated with its financial assets

carried at amortised cost. The Company recognises a loss allowance for such losses at each reporting date.

The measurement of expected credit losses reflects:

· an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcome;

· the time value of money; and

· reasonable and supportable information that is available without undue cost or effort at the reporting date

about

about past events, current conditions, and forecasts of future economic conditions.

12-month expected credit losses

12-month expected credit losses ("ECLs") are calculated by multiplying the probability of a default occurring in the

next 12 months with the total (lifetime) ECLs that would result from that default, regardless of when those losses

occur. Therefore, 12-month ECLs represent a financial asset's lifetime expected credit losses that are expected to

arise from default events that are possible within the 12 month period following origination of an asset, or from each

reporting date for those assets in initial recognition stage.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and

when estimating ECLs, the Company considers reasonable and supportable information that is relevant and

available without undue cost or effort. This includes both quantitative and qualitative information and analysis,

based on the Company’s historical experience and informed credit assessment and including forward-looking

information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days

past due.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2) Significant accounting policies (continued)

(g) Financial Instruments (continued)

(v) Impairment (continued)

The Company considers a financial asset to be in default when:

· the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company

to actions such as realising security (if any is held); or

· the financial asset is more than 90 days past due.

The Company considers a financial asset to have low credit risk when the credit rating of the counter party is

equivalent to the globally understood definition of ‘investment grade’. The Company considers this to be Baa3 or

higher per Moody’s.

Lifetime expected credit losses

Lifetime ECLs are the present value of ECLs that arise if a borrower defaults on its obligation at any point

throughout the term of a lender's financial asset (that is, all possible default events during the term of the financial

asset are included in the analysis). Lifetime ECLs are calculated based on a weighted average of expected credit

losses, with the weightings being based on the respective probabilities of default.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the

assets.

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-impaired.

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future

cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

· significant financial difficulty of the borrower or issuer;

· a breach of contract such as a default or being more than 90 days past due; or

· it is probable that the borrower will enter bankruptcy or other financial reorganisation.

Presentation of allowance for ECLs in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the

assets.

Write-off

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of

recovering a financial asset in its entirety or a portion thereof.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2) Significant accounting policies (continued)

(g) Financial Instruments (continued)

(vi) Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it

transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and

rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains

substantially all the risks and rewards of ownership and does not retain control of the financial asset. On

derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount

allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset

obtained less any new liability assumed) is recognised in the statement of comprehensive income.

The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the

consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in the statement of

comprehensive income.

(h) Share-based payment reserve

The issue of the Class B Ordinary Shares is in the scope of IFRS 2 Share-based Payment. The Sponsor provides

services in the form of expertise to assist the Company to in identifying a suitable candidate for a Business

Combination. The grant-date fair value of equity settled share-based payment arrangements is generally recognised

as an expense in the statement of comprehensive income, with a corresponding increase in a separate reserve within

equity. Service and non-market performance conditions attached to the Class B Ordinary Shares are not taken into

account in estimating fair value. Instead, the amount recognised as an expense is adjusted to reflect the number of

awards for which the related service and non-market performance conditions are expected to be met, such that the

amount ultimately recognised is based on the number of awards that meet the related service and non-market

performance conditions at the vesting date. The total expense is recognised over the vesting period, which is the

period over which all of the specified vesting conditions are to be satisfied. Management has also assessed

performance conditions in the context of market conditions, such as achieving a specified share price. Market

conditions are taken into account when estimating the fair value of the awards at grant date. Management believes

that based on current market conditions a Business Combination is likely to occur on or before the Business

Combination Deadline of 25 April 2023. The vesting period has been determined to be the period until 25 April

2023, which is the Business Combination Deadline.

(i) Taxation

The Company is exempt from all forms of taxation in the Cayman Islands. However, in some jurisdictions, dividend

income, interest income and capital gains may be subject to withholding tax. The Company presents withholding tax

separately from the dividend income, interest income and investment income in the statement of comprehensive

income.

In accordance with IAS 12 - Income Taxes (“IAS 12”), the Company is required to recognise a tax liability when it

is probable that the tax laws of foreign countries require a tax liability to be assessed on the Company’s capital gains

sourced from such foreign country, assuming the relevant taxing authorities have full knowledge of all the facts and

circumstances.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2) Significant accounting policies (continued)

(i) Taxation (continued)

The tax liability is then measured at the amount expected to be paid to the relevant taxation authorities, using the tax

laws and rates that have been enacted or substantively enacted by the end of the reporting period. There is

sometimes uncertainty about the way enacted tax law is applied to offshore companies. This creates uncertainty

about whether or not a tax liability will ultimately be paid by the Company. Therefore, when measuring any

uncertain tax liabilities, management considers all of the relevant facts and circumstances available at the time that

could influence the likelihood of payment, including any formal or informal practices of the relevant tax authorities.

The Company considers interest and penalties on related tax liabilities to be an inseparable element of the tax

liability and accounts for interest and penalties as if they are within the scope of IAS 12. These amounts would be

included within the tax line in the statement of comprehensive income, and the liability would be included within

the income tax liability on the statement of financial position.

(j) Offering costs

Offering costs consist of costs that are directly related to the Offering and share issuance. These costs have been

charged to the applicable financial instrument using a reasonable allocation methodology, whether to shareholder’s

equity or financial liability, upon issuance of the associated financial instruments. If the associated financial

instrument is a financial liability carried at amortised cost, the offering costs have been capitalised and subsequently

amortised using the effective interest method. If the financial liability is subsequently carried at FVTPL, offering

costs are expensed.

(k) Cash

Cash represents cash deposits held at financial institutions. Cash is held for meeting short-term liquidity

requirements, rather than for investment purposes. Cash is held at major financial institutions.

(l) Escrow Account

The Escrow Account is subject to legal or contractual restriction by third parties as well as restriction as to

withdrawal or use, including restrictions that require the cash to be used for a specified purpose and restrictions that

limit the purpose for which this cash can be used.

(m) Interest

Interest expense presented in the statement of comprehensive income comprises interest on financial assets and

financial liabilities measured at amortised cost calculated on an effective interest basis. The ‘effective interest rate’

is calculated on initial recognition of a financial instrument as the rate that exactly discounts estimated future cash

payments or receipts through the expected life of the financial instrument to:

· the gross carrying amount of the financial asset; or

· the amortised cost of the financial liability.

In calculating interest expense, the effective interest rate is applied to the gross carrying amount of the asset (when

the asset is not credit-impaired) or to the amortised cost of the liability. The Company had no interest bearing

financial assets for the period 5 May 2021 (date of incorporation) to 30 September 2022.

Any interest on financial liabilities measured at amortised cost is presented in the statement of comprehensive

income.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2) Significant accounting policies (continued)

(n) Related Parties

A party is considered to be related to the Company if:

(i) the party is a person or a close member of that person’s family and that person:

· has control or joint control over the Company;

· has significant influence over the Company; or

· is a member of the key management personnel of the Company or of a parent of the Company; or

(ii) the party is an entity where any of the following conditions applies:

· the entity and the Company are members of the same group;

· one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow

subsidiary of the other entity);

· the entity and the Company are joint ventures of the same third party;

· one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

· the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity

related to the Company;

· the entity is controlled or jointly controlled by a person identified in (i); or

· a person identified in (i) has significant influence over the entity or is a member of the key management

personnel of the entity (or of a parent of the entity).

(o) Capital instruments

Class A Redeemable Ordinary Shares

Class A Redeemable Ordinary Shares are redeemable at the shareholder's option subject to certain conditions and

are classified as financial liabilities in the statement of financial position.

Class A Redeemable Ordinary Shares are recognised initially at fair value. The best evidence of the fair value of a

financial instrument at initial recognition is typically the transaction price. Subsequent measurement is at amortised

cost using the effective interest method.

The ‘effective interest rate’ is calculated on initial recognition of a financial instrument as the rate that exactly

discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

· the gross carrying amount of the financial asset; or

· the amortised cost of the financial liability.

In calculating amortisation expense, the effective interest rate is applied to the amortised cost of the liability. Any

amortisation expense on financial liabilities measured at amortised cost is presented in the statement of

comprehensive income as interest expense calculated using the effective interest method.

Class B Ordinary Shares

Class B Ordinary Shares are not redeemable and are classified as equity in the statement of financial position. In the

event of liquidation, they receive funds in order of priority as per the Liquidation Waterfall set out in the Prospectus.

Class B Ordinary Shares are recognised initially at fair value. The best evidence of the fair value of an equity

instrument at initial recognition is normally the transaction price.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(2)

(3)

30-Sep-22

€

Current Account 1,282,842

Total cash 1,282,842

(4)

€

IPO proceeds raised from IPO investors 136,819,600

IPO proceeds raised from Sponsor and affiliates

13,180,400

Overfunding Sponsor Subscription 3,078,450

Additional Sponsor Subscription ("Negative Interest Cover")

1,037,680

Total 154,116,130

Public Warrants and Founder Warrants

The Public Warrants and Founder Warrants are classified as derivative liabilities measured at FVTPL at each

reporting period, in accordance with IFRS 9 and IAS 32 Financial Instruments: Presentation ("IAS 32"). The Public

Warrants and Founder Warrants are recognised initially at fair value. The fair value of the Public Warrants and

Founder Warrants at initial recognition was determined by a valuation specialist. Subsequent measurement is at

FVTPL with changes in the fair value recorded in the statement of comprehensive income.

Units

Units consists of one (1) Class A Redeemable Ordinary Share and (1/2) of a Warrant.

In an effort to ensure that the amounts committed by Class A Redeemable Ordinary Shareholders are used for no

other purposes, the Company has entered into an escrow agreement with ABN AMRO Bank N.V.

The Company has legal ownership of the cash amounts held in the Escrow Account which are contributed by Class

A Redeemable Ordinary Shareholders and the Board will, as a basic principle, have the authority and power to

spend such amounts. The amounts held in the Escrow Account will generally not be released unless and until the

occurrence of the earlier of a Business Combination or liquidation.

Escrow Account and Negative Interest

Cash

Significant accounting policies (continued)

Cash deposited in the Escrow Account of €154,116,130 comprises 100% of the proceeds from the Offering and, in

the event that the Business Combination is successful, will be used to satisfy the cash requirements of the Business

Combination (after any deductions for any redemption of Class A Redeemable Ordinary Shares). Such

requirements may include funding the purchase price, paying related expenses and retaining specified amounts to

be used by the post-Business Combination company for working capital or other purposes.

If the Company fails to complete a Business Combination prior to the Business Combination Deadline, the amounts

held in the Escrow Account will be used for redemptions of Class A Redeemable Ordinary Shares.

The amounts available to the Company in the current account are used to fund the costs related to the Offering,

working capital and the process of identifying a Business Combination.

(o) Capital instruments (continued)

The following table summarises the amounts deposited in Escrow Account:

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(4)

30-Sep-22

€

1,037,680

Negative interest incurred (778,299)

Negative interest gap cover remaining 259,381

(5)

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 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date in the principal or, in its absence, the most advantageous

market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.

Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The gross proceeds from the Offering are deposited in the Escrow Account and the amounts held in the Escrow

Account are held in cash. The total balance in the Escrow Account at 30 September 2022 was €153,337,831 of

which (i) €3,078,450 relates to overfunding sponsor subscription, (ii) € 259,381 for the negative interest cover.

The balance of the Negative Interest Cover remaining in the Escrow Account is detailed below:

The Company measures fair values using the following fair value hierarchy that reflects the significance of the

inputs used in making the measurements.

Escrow Account and Negative Interest (continued)

The Company has an established control framework with respect to the measurement of fair values. This includes a

valuation specialist who reports directly to the Board. The Board has overall responsibility for overseeing all

significant fair value measurements, including Level 3 fair values.

The management team regularly reviews significant unobservable inputs and valuation adjustments. If third party

information, such as broker quotes or pricing services, is used to measure fair values, then the management team

assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the

requirements of the IFRS Standards, including the level in the fair value hierarchy in which the valuations should

be classified.

A number of the Company’s accounting policies and disclosures require the measurement of fair values for

financial assets and liabilities.

Fair value measurement

Negative interest cover

It is expected that the Company will have to pay negative interest on the proceeds that are held in the Escrow

Account. The interest is based on the prevailing Euro short-term rate, which was expected to be negative during the

period of this financials. The Sponsor subscribed 103,768 Units (“Additional Sponsor Subscription”), for an

aggregate purchase price of €1,037,680 which was deposited in the Escrow Account to cover such negative interest

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(5)

Level 1 Level 2 Level 3 Total

€ € € €

Financial liabilities at FVTPL

Public Warrant liabilities at FVTPL - - 462,348 462,348

Founder Warrant liabilities at FVTPL - - 228,857 228,857

Total 691,205 691,205

Valuation techniques

The following table summarises the valuation of the Company’s financial instruments within the fair value

hierarchy levels at 30 September 2022:

If there is no quoted price in an active market, then the Company (by way of a valuation specialist) uses valuation

models such as the Black-Scholes Model, which has been used in valuing the Founder Warrants. The Public

Warrants were valued using a Lattice Model, which was selected because the limited trading activity of the Public

warrants means that trading data is not deemed to be indicative of fair value. These valuation techniques maximise

the use of relevant observable inputs and minimise the use of non-observable inputs. These techniques also

incorporate all of the factors that market participants would take into account in pricing a transaction, along with the

contractual terms of the Public Warrants and Founder Warrants such as the strike price and contract maturity, as

well as other inputs including the price of the Company’s Class A Redeemable Ordinary Shares, volatility, risk-free

rate, and the expected term until a Business Combination.

Valuation techniques include the use of methods to determine key inputs such as volatility. Volatility is assessed by

comparison with similar instruments for which observable market prices exist.

Fair value measurement (continued)

The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be

received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the

measurement date.

When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible.

The determination of what constitutes “observable” requires significant judgment by management. Fair values of

financial assets and liabilities that are traded in active markets are based on quoted market prices or dealer price

quotations from a broker that provides an unadjusted price from an active market for identical instruments. A

market is regarded as “active” if transactions for the asset or liability take place with sufficient frequency and

volume to provide pricing information on an ongoing basis.

The determination of fair value for financial assets and liabilities for which there is no observable market price

requires the use of valuation techniques. For financial instruments that trade infrequently and have little price

transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity,

concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.

Fair value hierarchy - financial instruments measured at FVTPL

Valuation models that employ significant non-observable inputs require a higher degree of management judgement

and estimation in the determination of fair value. Management judgment and estimation are usually required for the

selection of the appropriate valuation model to be used. The fair value of the financial instruments are determined

by the Board in consultation with a valuation specialist with reference to significant non-observable inputs.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(5)

30-Sep-22

€

Beginning of period -

Proceeds from the issuance of Public Warrants

2,080,568

Proceeds from the issuance of Founder Warrants

5,721,058

Net gain on warrant liabilities at fair value through profit or loss

(7,110,421)

End of Period 691,205

Fair value

€

Valuation

technique

Unobservable

inputs

Inputs

(weighted

average)

Warrant liabilities 691,205

Black-Scholes

Model &

Lattice Model

Expected

volatility

10.50%

Volatility

Fair value per whole Warrant

Increase/(Decrease) in net loss for the period

5.5%

€ 0.055

(€329,145)

15.5%

€ 0.089

€329,145

Unfavourable

The following table presents a reconciliation of the opening balances to the closing balances for fair value

measurements in level 3 of the fair value hierarchy.

Significant unobservable inputs used in measuring fair value

The following table summarises the valuation techniques and significant unobservable inputs used for the

Company’s financial instruments classified in Level 3 as of 30 September 2022:

The actual volatility input used in the valuation of the warrants was 10.5% and the reasonably possible alternative

assumptions were deemed to be 5.5% and 15.5% at 30 September 2022. The favourable and unfavourable effects of

using deemed to be reasonably possible alternative assumptions for the valuation of warrants has been calculated by

prorating the fair value per whole Warrant to favourable and unfavourable volatility assumptions.

The fair value of warrant liabilities are determined by the Board upon consultation with a valuation specialist with

reference to significant unobservable inputs. The valuation specialist has used the Black Scholes Option Pricing

Model and Lattice Model, incorporating expected volatility, expected term and the risk-free rate, to value the

warrant liabilities. Warrants are accounted for as derivative liabilities measured at FVTPL at each reporting period,

in accordance with IFRS 9 and IAS 32. Changes in the fair value of the warrants are recorded in the statement of

comprehensive income.

Financial liabilities at FVTPL

Favourable

Fair value measurement (continued)

There were no transfers between levels during the period.

The Company is exposed to risks associated with the effects of fluctuations in unobservable inputs used in the

valuation of financial liabilities. Although management believes that its estimates of fair value are appropriate, the

use of different methodologies or assumptions could lead to different measurements of fair value. For fair value

measurements of the financial liabilities in Level 3, expected volatility was determined to be the most significant

unobservable input. Changing the expected volatility used to reasonably possible alternative assumptions would

have the following effects on the financial statements:

Sensitivity of fair value measurement to changes in unobservable inputs

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(6)

30 September 2022

At fair value

At carrying

value

€ €

Financial assets measured at amortised cost

Cash 1,282,842 1,282,842 Level 1

Cash held in Escrow Account 153,337,831 153,337,831 Level 1

Debtors 4,835 4,835 Level 2

154,625,508 154,625,508

Financial liabilities

Class A Redeemable Ordinary Shares 152,574,969 149,911,652 Level 2

Contingent settlement provision 1,701,922 2,559,099 Level 3

Accounts payable and accrued liabilities 410,800 410,800 Level 2

154,687,691 152,881,551

Founder Warrant liabilities at fair value through profit or loss 228,857 228,857 Level 3

Public Warrant liabilities at fair value through profit or loss

462,348 462,348 Level 3

691,205 691,205

(7)

€

Formation costs

Banking and escrow charges

Directors' fees

Administration fee

Directors' fees - EAC Sponsor Limited

Audit fee

Professional fees

Directors' and Officers' insurance cost

Listing fees

Regulatory fees

Custody fees

Foreign currency translation

Total

(102,200)

(68,653)

Financial liabilities measured at fair value

Financial assets

Financial liabilities measured at amortised cost

Classification of financial assets and liabilities

The following table shows the carrying amounts and fair values of financial assets and financial liabilities,

including their levels in the fair value hierarchy:

(35,655)

(58,333)

(4,829)

(17,425)

(27,831)

(784,258)

(2,183)

(761)

(402,557)

(32,715)

Formation and operating expenses

Formation expenses were incurred in connection with the Offering costs, which are related to the Offering and

share issuance. Operating expenses are all expenses incurred through normal business operations.

30-Sep-22

Fair value

hierarchy

level

(31,116)

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(8) Capital instruments

The Class A Redeemable Ordinary Shares and the Public Warrants were admitted to listing and trading on

Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., on 6 December 2021. Although

the Class A Redeemable Ordinary Shares and the Public Warrants were offered in the form of Units in the context

of the Offering, the underlying Class A Redeemable Ordinary Shares and the Public Warrants traded separately

from the First Trading Date on two trading lines on Euronext Amsterdam. The Units themselves were not listed or

admitted to trading on Euronext Amsterdam or any other trading platform.

As detailed in the Prospectus, 307,845 of the Units issued by the Company were issued to provide sufficient funds

to permit the redemption of the Class A Redeemable Ordinary Shares at the relevant redemption price in the event

of either a Business Combination or liquidation (the “Overfunding Sponsor Subscription”). A further 103,768 of the

Units issued by the Company were issued to provide sufficient funds to cover the forecast negative interest charge

on the proceeds of the Offering held in the Escrow Account between the date of the Offering and the Business

Combination deadline (the “Additional Sponsor Subscription”).

(a) Units

Units consists of one (1) Class A Redeemable Ordinary Share in the share capital of the Company with a nominal

value of €0.0001 per share and (1/2) of a Warrant. The Company has issued 15,411,613 Units at a price per Unit of

€10.00 for a total proceeds of €154,116,130.

The capital structure of the Company is composed of Class A Redeemable Ordinary Shares, Class B Ordinary

Shares, Public Warrants and Founder Warrants.

The Class A Redeemable Ordinary Shares rank pari passu with each other and Class A Redeemable Ordinary

Shareholders will be entitled to dividends and other distributions declared and paid on them. Each Class A

Redeemable Ordinary Share entitles its holder to the right to attend and to cast one vote at a general meeting of the

Company (a General Meeting). Following the completion of the Business Combination, subject to complying with

applicable law and satisfaction of certain conditions, the Company will redeem Class A Redeemable Ordinary

Shares held by Class A Redeemable Ordinary Shareholders that deliver their Class A Redeemable Ordinary Shares,

irrespective of whether and how they voted at the EGM, in accordance with the terms set out in the share

redemption arrangement.

The Company’s authorised share capital is €55,500, divided into 500,000,000 Class A Redeemable Ordinary

Shares, 50,000,000 Class B Ordinary Shares and 5,000,000 Preferred Shares, each of a nominal or par value of

€0.0001.

If the Company fails to complete its Business Combination by the Business Combination Deadline, it will

eventually liquidate and distribute the amounts held in the Escrow Account and pursue a delisting of the Class A

Redeemable Ordinary Shares and Public Warrants, and the Public Warrants will expire worthless.

The Company has issued 15,411,613 Class A Redeemable Ordinary Shares in issue at a par value of €0.0001. The

Class A Redeemable Ordinary Shares have certain redemption features that are considered to be outside of the

Company’s control and subject to occurrence of uncertain future events. Accordingly, the Company classifies the

Class A Redeemable Ordinary Shares as a financial liability.

There is no specified maximum redemption threshold (save that in no event will the Company redeem its Class A

Redeemable Ordinary Shares in an amount that would cause the Company’s net tangible assets to be less than

€5,000,001).

(i) Class A Redeemable Ordinary Shares

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(8) Capital instruments (continued)

Class A Redeemable Ordinary Shares Shares

In issue at beginning of the period -

Issuance of Class A Redeemable Ordinary Shares

15,411,613

In issue as at 30 September 2022

15,411,613

Class A Redeemable Ordinary Shares €'s

Carrying amount at beginning of period -

Proceeds from issuance of Class A Redeemable Ordinary Shares

151,011,891

Negative interest cover

1,023,671

Offering costs (4,088,186)

Contingent settlement provision

(2,024,759)

Interest expense calculated using the effective interest method

4,767,334

Negative interest expense

(778,299)

Carrying amount as at 30 September 2022 149,911,652

Public

Warrants

€'s

Opening balance - -

Issuance of instruments 7,705,806 2,080,568

Net gain on Public Warrant liabilities at fair value through profit or loss

- (1,618,220)

Closing balance as at 30 September 2022 7,705,806 462,348

The Company can redeem the Public Warrants when the Class A Redeemable Ordinary Shares are trading at a

price below the Exercise Price, because it will provide certainty with respect to the Company’s capital structure and

cash position. If the Company chooses to redeem the Public Warrants when the Class A Redeemable Ordinary

Shares are trading at a price below the Exercise Price, this could result in the holders receiving fewer Class A

Redeemable Ordinary Shares than they would have received if they had chosen to wait to exercise their Public

Warrants if and when such Class A Redeemable Ordinary Shares were trading at a price higher than the Exercise

Price.

No fractional Class A Redeemable Ordinary Shares will be issued or delivered upon exercise. If, upon exercise, a

holder would be entitled to receive a fractional interest in a Class A Redeemable Ordinary Shares, the Company

will round down to the nearest whole number of Class A Redeemable Ordinary Shares to be issued to that holder.

If, at the time of redemption, the Warrants are exercisable for a security other than a Class A Redeemable Ordinary

Share pursuant to the Warrant agreement, the Warrants may be exercised for such security.

Each whole Public Warrant entitles an eligible holder to purchase one (1) Class A Redeemable Ordinary Share, at

the exercise price of €11.50, subject to certain terms and conditions as defined in the Prospectus at any time

commencing 30 days after the completion of the Business Combination. Upon exercise, the relevant Public

Warrants held by the holder will cease to exist and the Company will transfer to the holder the number of Class A

Redeemable Ordinary Shares it is entitled to. Only whole Public Warrants are exercisable. No cash will be paid in

lieu of fractional Public Warrants and only whole Public Warrants will trade. The holders shall not receive any

distribution in the event of liquidation.

(ii) Public Warrants

(i) Class A Redeemable Ordinary Shares (continued)

The following table presents the changes in Public Warrants for the period ended 30 September 2022.

(a) Units (continued)

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(8) Capital instruments (continued)

Shares Price €'s

Opening balance - - -

Issued 3,750,001 0.0001 375.0001

Share buyback (1) 0.0001 (0.0001)

Total Outstanding as at 30 September 2022 3,750,000 375.0000

The Sponsor and each Director have agreed to waive their rights to liquidating distributions from the Escrow

Account, with respect to the Class B Ordinary Shares they hold, if the Company fails to complete a Business

Combination by the Business Combination Deadline. This is provided in the Insider Letter agreed among the

Company and each Director and the Sponsor. The Sponsor will be bound by an irrevocable lock-up undertaking

contained in the Insider Letter provided that the Company may release any of the securities subject to the lock-up

agreements at any time without notice, with the consent of the Underwriter.

The following table presents the total outstanding number of Class B Ordinary Shares by the Sponsor:

The Class B Ordinary Shares will not be tradable unless and until converted into Class A Redeemable Ordinary

Shares.

Pursuant to the Underwriting Agreement, the Company has agreed that it will be bound to customary restrictions on

transfer or disposal, at any time between the date of the Underwriting Agreement and the date which is 180 days

after the Settlement Date. The restrictions are detailed in the Prospectus.

In the event that additional Class A Redeemable Ordinary Shares or equity-linked securities convertible or

exercisable for Class A Redeemable Ordinary Shares are issued or deemed issued in excess of the amounts sold in

the Offering and related to the completion of a Business Combination, the ratio at which Class B Ordinary Shares

will convert into Class A Redeemable Ordinary Shares will be adjusted so that the number of Class A Redeemable

Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 20% of the

sum of the Class A Redeemable Ordinary Shares outstanding upon completion of the Offering plus the number of

Class A Redeemable Ordinary Shares and equity-linked securities issued or deemed issued in connection with a

Business Combination, excluding any Class A Redeemable Ordinary Shares or equity-linked securities issued, or to

be issued, to any seller in such Business Combination.

On 5 May 2021, on behalf of the Sponsor, WNL Limited subscribed for one Class B Ordinary Share at a par value

of €0.0001 (the “Founder Share”). On 25 November 2021, the Founder Share held by WNL Limited was

transferred to the Sponsor. The Company then issued 3,750,000 Class B Ordinary Shares at a par value of €0.0001

each to the Sponsor and cancelled the Founder Share, resulting in issued share capital for the Company of €375.

Each Class B Ordinary Share will automatically convert into one Class A Redeemable Ordinary Share on

completion of a Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-

dilution rights in accordance with the terms and conditions set out in the Prospectus under the Promote Schedule.

There is no contractual obligation for the Company to repay the holders of the Class B Ordinary Shares. While the

Company may pay dividends, the granting of dividends is at the discretion of the Company and it is not

contractually obligated to pay dividends. The Class B Ordinary Shares are therefore classified as equity instruments

per IAS 32.

(b) Class B Ordinary Shares

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(8) Capital instruments (continued)

The Company has issued 3,814,289 Founder Warrants in a private placement that occured with the completion of

the Offering. Each Founder Warrant is exercisable to purchase one (1) Class A Redeemable Ordinary Share at the

exercise price of €11.50, subject to certain anti-dilution adjustments.

Each whole Founder Warrant entitles an eligible holder to purchase one Class A Redeemable Ordinary Share, in

accordance with its terms and conditions as set out in the Prospectus at any time commencing 30 days after the

completion of the Business Combination. The Board assessed the classification of the Founder Warrants in

accordance with IAS 32 under which the Founder Warrants do not meet the criteria for equity instruments and

must be recorded as a financial liability.

Prior to a Business Combination, only holders of Class B Ordinary Shares will have the right to vote on the

appointment and/or removal of Directors; holders of Class A Ordinary Shares will not be entitled to vote on the

appointment and/or removal of Directors during such time. In addition, prior to a Business Combination, holders of

a majority of the Class B Ordinary Shares may remove a member of the Board for any reason.

Promote Schedule:

Promote schedule means the automatic conversion of the Class B Ordinary Shares into Class A Ordinary Shares

following the completion of a Business Combination on a one-for-one basis, subject to adjustment pursuant to

certain anti-dilution rights, in accordance with the following schedule:

(i) 1,875,000 Class B Ordinary Shares will convert on the Business Combination completion date;

(ii) 937,500 Class B Ordinary Shares will convert on the later of (a) the Lock-Up End Date and (b) the trading day

after the Business Combination completion date, where, at any time prior to the date falling ten (10) years after the

Business Combination completion date, the last reported sale price of the Class A Ordinary Shares exceeds €11.50

per Class A Redeemable Ordinary Share (as adjusted for share sub-divisions, share dividends, rights issuances,

reorganisations, recapitalisations, etc) for any 20 Trading Days within any 30-Trading Day period commencing

after the Business Combination Completion Date; and

(iii) 937,500 Class B Ordinary Shares will convert on the later of (a) the Lock-Up End Date and (b) the trading day

after the Business Combination Completion Date, where, at any time prior to the date falling ten (10) years after the

Business Combination Completion Date, the last reported sale price of the Class A Redeemable Ordinary Shares

exceeds €13.00 per Class A Redeemable Ordinary Share (as adjusted for share sub-divisions, share dividends,

rights issuances, reorganisations, recapitalisations and the like) for any 20 Trading Days within any 30-Trading Day

period commencing after the Business Combination completion date.

(b) Class B Ordinary Shares (continued)

The Founder Warrants have substantially the same terms as the Public Warrants, except that they will not be

admitted to listing and trading on any trading platform and can be exercised on a cashless basis by the Sponsor and

its permitted transferees. The holders of Founder Warrants shall not receive any distribution in the event of

liquidation and all such Founder Warrants will automatically expire without value upon the occurrence of the

failure by the Company to complete a Business Combination at the latest by the Business Combination Deadline.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(8)

Founder Warrants €'s

Opening balance - -

Issuance of instruments 3,814,289 5,721,058

Net gain on Founder Warrant liabilities at fair value through profit or loss

- (5,492,201)

Closing balance as at 30 September 2022 3,814,289 228,857

(9)

(10) Related party transactions

€

Nisha Kumar

Jan Zijderveld

Stephan Borchert

Total

The Company will issue additional Class A Redeemable Ordinary Shares out of its authorised share capital in order

to satisfy a Founder Warrant holder’s rights to receive whole Class A Redeemable Ordinary Shares upon the valid

exercise of their respective Founder Warrants. No Founder Warrants will be exercisable (for cash or on a cashless

basis) unless the issuance of the Class A Redeemable Ordinary Share, upon such exercise, is permitted in the

jurisdiction of the exercising holder and the Company will not be obligated to issue any Class A Redeemable

Ordinary Share to holders seeking to exercise their Founder Warrants unless such exercise and delivery of Class A

Redeemable Ordinary Shares is permitted in the jurisdiction of the exercising holder. If such conditions are not

satisfied with respect to a Founder Warrant, the holder will not be entitled to exercise such Founder Warrant and

such Founder Warrant may have no value and expire worthless.

All legal entities that can be controlled, jointly controlled, or significantly influenced by the Company are

considered to be a related party. Any legal entities which can control, jointly control, or significantly influence the

Company are also considered to be a related party. In addition, statutory and supervisory directors and close

relatives are regarded as related parties.

The total Directors' remuneration for the period ended 30 September 2022 was €58,333.

Number of employees

The Company has no employees as at 30 September 2022.

Capital instruments (continued)

25,000

16,666

16,667

58,333

30-Sep-22

The following table presents the changes in Founder Warrants for the period ended 30 September 2022.

The Articles of Association authorise 5,000,000 Preferred Shares and provide that Preferred Shares may be issued

from time to time in one or more series. The Board of Directors will be authorised to determine the voting rights, if

any, designations, powers, preferred rights, the relative, participating, optional or other special rights and any

qualifications, limitations, and restrictions thereof, applicable to the shares of each series. The Board of Directors

will be able to, without Shareholder approval, issue Preferred Shares with voting and other rights that could

adversely affect the voting power and other rights of the Shareholders and could have anti-takeover effects. The

ability of the Board of Directors to issue Preferred Shares without Shareholder approval could have the effect of

delaying, deferring, or preventing a change of control of the Company or the removal of existing management and

Directors. The Company has no Preferred Shares issued and outstanding as at 30 September 2022. Although the

Company does not currently intend to issue any Preferred Shares, the Company cannot assure shareholders that the

Company will not do so in the future.

(d) Preferred Shares

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(10) Related party transactions (continued)

Direct related party

Class B

Ordinary

Founder

Warrants

Class A

Redeemable

Ordinary

Public

Warrants

EAC Sponsor Limited (the Sponsor) 3,750,000 3,814,289 411,613 205,806

ESO Alternative Investments LP1 - - 616,628 308,314

TTB SPAC InvestmentCo2 - - 701,412 350,706

Total 3,750,000 3,814,289 1,729,653 864,826

Related party interests held indirectly through

EAC Sponsor Limited (the Sponsor)

Class B

Ordinary

Shares3

Founder

Warrants4

Class A

Redeemable

Ordinary

Shares5

Public

Warrants6

TTB EPIC SponsorCo224.27% 24.27% 0.10% 0.10%

ESO Alternative Investments LP110.00% 10.00% 1.25% 1.25%

TTB SPAC InvestmentCo26.67% 6.67% 1.12% 1.12%

James Henderson73.35% 3.35% 0.02% 0.02%

Jan Zijderveld72.18% 2.18% - -

Stephan Borchert72.18% 2.18% - -

Nisha Kumar71.63% 1.63% - -

Total 50.27% 50.27% 2.49% 2.49%

Note 2: TTB SPAC InvestmentCo and TTB EPIC SponsorCo are wholly owned by TT Bond Partners, a Cayman registered company of which

Teresa Teague is a director and in which she has a 31.5% interest. Teresa Teague is a Director of the Company.

Note 7: denotes that the individual is a Director of the Company.

Note 4: percentage entitlement to Founder Warrants held directly by the Sponsor resulting from ownership of Class A Shares in the Sponsor,

where the percentage relates to the percentage of total issued Founder Warrants.

Note 3: percentage entitlement to Class B Ordinary Shares held directly by the Sponsor resulting from ownership of Class A Shares in the

Sponsor, where the percentage relates to the percentage of total issued Class B Ordinary Shares.

Note 6: percentage entitlement to Public Warrants held directly by the Sponsor resulting from ownership of Class B Shares in the Sponsor, where

the percentage relates to the percentage of total issued Public Warrants.

Note 5: percentage entitlement to Class A Ordinary Shares held directly by the Sponsor resulting from ownership of Class B Shares in the

Sponsor, where the percentage relates to the percentage of total issued Class A Ordinary Shares.

Note 1: ESO Alternative Investments LP (which is controlled by its general partner EPE GP Limited) is an undertaking of EPE Special

Opportunities Limited in which it is the sole investor. EPE Special Opportunities Limited was a cornerstone investor in the Company through its

undertaking ESO Alternative Investments LP as noted in the Prospectus. James Henderson holds 1.6% of the ordinary shares of EPE Special

Opportunities Limited.

The Company received a total of €5,721,434 from the Sponsor in the period ended 30 September 2022 as

subscription for the Class B Ordinary Shares and Founder Warrants.

EPIC Fund Services (Guernsey) Limited provides accounting and financial administration services to the Company.

The costs incurred by the Company for such services during the period ended 30 September 2022 were €31,116, of

which €28,305 was paid during the period and €2,811 was payable as at 30 September 2022.

During the period, the Company has paid all costs and expenses incurred by the Sponsor against which a receivable

is maintained. The balance of this receivable was €4,835 as at 30 September 2022. There are no formal repayment

terms for this receivable.

EPIC Fund Services (Guernsey) Limited provides director services to the Sponsor. The costs incurred by the

Sponsor during the period ended 30 September 2022 were €4,829, of which €3,522 was paid during the period and

€1,307 was payable as at 30 September 2022. The Company has paid these costs.

The interests of Directors and affiliates of the Sponsor in the Class A Redeemable Ordinary Shares, Public

Warrants, Class B Ordinary Shares and Founder Warrants of the Company as at 30 September 2022 are as follows:

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(11)

(12)

Contingent settlement provision

The Company is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no

income, estate, corporation, capital gains or other taxes payable by the Company. As a result, no provision for

Cayman Islands’ taxes has been made in the financial statements.

In the event of a successful Business Combination, the Company has agreed to pay J.P. Morgan Securities plc (the

“Underwriter”) a deferred fee of 2.25% which approximately amounts to €2,985,828 and may pay a deferred

discretionary incentive fee, as determined by the Company at its sole discretion, of up to 1.25% which

approximately amounts to €1,658,793, in each case of an amount equal to the Offer Price (€10.00 per Unit) and (i)

the aggregate number of Underwritten Units (those Units set forth in the Sizing Agreement which the Underwriter

has agreed to procure investors for or to subscribe for itself as part of the Offering under the terms of the

Underwriting Agreement less any Units subscribed for by the Company, the Sponsor or their respective affiliates in

the Offering) and (ii) the aggregate number of Affiliate Units (which will include the Units that affiliates of the

Sponsor have committed with the Company to purchase directly pursuant to the cornerstone investment), if and only

to the extent that the gross proceeds arising from any such subscriptions for Affiliate Units exceed €20,000,000 in

aggregate, minus the aggregate number of Units issued by the Company pursuant to the Overfunding Sponsor

Subscription and Additional Sponsor Subscription (assuming no Extension Resolutions are passed), which fee shall

be conditional on and payable to the Underwriter on the date of the Business Combination (together, the "BC

Underwriting Fee"), with such amount being deducted from the amounts held in the Escrow Account.

In relation to the 2.25% deferred fee, the Company has recognised a contingent settlement provision in the financial

statements. The contingent settlement provision was recognised initially at fair value as at the Settlement Date and

subsequently measured at amortised cost. Fair value at initial recognition was determined by discounting the total

deferred commissions using management's estimate of the probability of Business Combination and the adjusted

risk free rate at the Settlement Date. No recognition has been made in relation to the 1.25% deferred discretionary

incentive fee, as it is determined to be payable only at the Company's discretion and as a result does not fall under

the definition of a contingent settlement provision.

Fair value of the contingent settlement provision is estimated for the purposes of disclosure in note 5. Management's

estimate of the probability of Business Combination at Settlement Date for the purposes of initial recognition and as

at the financial reporting date for the purposes of disclosure, is an unobservable input that requires significant

judgment. Subsequent measurement of the contingent settlement provision at amortised cost is determined by

estimating the rate that exactly discounts the estimated future cash payments through the expected life of the

financial liability to the amortised cost of the financial liability.

As at 30 September 2022, management determined that it was probable that a Business Combination would occur

(i.e. that there is a greater than 50% probability that a Business Combination would occur). Accordingly, estimated

future cash payments are 100% of the amount required to be settled.

Income tax

As at 30 September 2022, the Business Combination underwriting fee is considered a financial liability under IFRS

9, amounting to €2,985,828. After initial recognition, the liability is subsequently measured at amortised cost using

the effective interest rate method. Significant judgment has been applied in the determination of the probability of

Business Combination. The fair value of the contingent settlement provision as at 30 September 2022 has been

estimated at €1,701,922. The liability recorded for the period ended 30 September 2022 is €2,559,099.

Overseas withholding taxes may be charged on certain investment income and capital gains of the Company. No

withholding taxes have been incurred or paid during the period ended 30 September 2022. The Company has

concluded that there was no impact on the results of its operations relating to taxation for the period ended 30

September 2022.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(13) Net loss per share

13.1 Basic loss per share

30-Sep-22

Loss for the period (€) (19,504,976)

Weighted average number of shares1 2,254,378

Basic loss per share (€) (8.65)

13.2 Diluted loss per share

(14) Financial risk management

(a) Liquidity risk management

If the Company fails to complete its Business Combination prior to the Business Combination Deadline, it will

redeem the Class A Redeemable Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account,

divided by the number of then outstanding Class A Redeemable Ordinary Shares.

The Company does not currently believe that it will need to raise additional funds in order to meet the expenditure

required for operating its business until the completion of the Business Combination.

However, it may need to raise additional funds, through an offering of debt or equity securities, if such funds were

to be required to complete the Business Combination and/or to finance the redemption of the Class A Redeemable

Ordinary Shares held by redeeming shareholders. Other than as contemplated above, the Company does not intend

to raise additional financing or debt prior to the completion of the Business Combination.

The Audit Committee monitors the effectiveness of the Company's internal control systems and risk management

system with respect to financial reporting. Financial risks principally include market risk, liquidity risk and credit

risk. There has been no change to the manner in which these risks are managed and measured.

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its

obligations in full as they fall due or can only do so on terms that are materially disadvantageous.

The Company’s liquidity needs have been satisfied prior to the completion of the Offering through funding of the

current account by the Sponsor. As at 30 September 2022, the cash available in the current account, amounting to

€1,282,842, will be used to settle the operating costs of the Company.

The Company has reviewed the dilution factors and concluded that there are no instruments that have dilutive

potential as at 30 September 2022. The effects of Class A Redeemable Ordinary Shares, Founder Warrants and

Public Warrants have not been factored into the weighted average number of shares. The conversion of these

instruments into ordinary shares is anti-dilutive because the loss would be spread over more shares resulting in a

lower loss per share. Potential ordinary shares are treated as dilutive when, and only when, their conversion to

ordinary shares would decrease earnings per share or increase loss per share. As a result, diluted loss per share is

deemed to be the same as basic loss per share as at 30 September 2022 (refer note 13.1).

The Company is obligated to offer holders of its Class A Redeemable Ordinary Shares the right to redeem their

Class A Redeemable Ordinary Shares for cash at the time of the Business Combination. The Company will provide

its Class A Redeemable Ordinary Shareholders with the opportunity to redeem all or a portion of their Class A

Redeemable Ordinary Shares upon the completion of the Business Combination, irrespective of whether and how

they voted at the general meeting convened to approve the Business Combination.

Note 1: the weighted average number of shares includes Class B Ordinary Shares only and does not consider Class A Redeemable Ordinary

Shares because these instruments are not accounted for as equity, but rather as a financial liability.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(14)

Less than 3

months

€

Financial liabilities

Class A Redeemable Ordinary Shares -

Public Warrant liabilities

Founder Warrant liabilities

Contingent settlement provision

Accounts payable and accrued liabilities

Total -

Credit Ratings

Long term

Short term

Credit Ratings

Long term

Short term

The contingent settlement provision will be payable only upon successful business combination.

A-1

A+

P-1

A-1

F-1

Aa3

A+

Moody’s

Standard & Poor’s

Fitch

Market risk is the risk that the value of financial assets will fluctuate as a result of changes in market prices whether

those changes are caused by factors specific to the individual assets or factors affecting all assets in the market.

Market risk includes interest, currency and other market price risk.

Financial risk management (continued)

(a) Liquidity risk management (continued)

Moody’s

P-1

Standard & Poor’s

Residual contractual maturities of financial liabilities

The probability of default of ABN Amro Bank N.V., Amsterdam is deemed low based on the following credit

ratings as at 30 September 2022:

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss

to the Company.

3 months to 1 year

€

149,911,652

462,348

The majority of the assets of the Company comprise the current account and the cash held in the Escrow Account.

Cash held in the Escrow Account is held with ABN Amro Bank N.V., Amsterdam. The cash used to fund the

operating costs of the Company is held with Citi Bank Europe Plc, Ireland, using the financial handling services of

Alpha FX, who further has an agency agreement with Citi Bank Europe Plc. Hence the credit ratings for Citi Bank

Europe Plc. are used below.

F-1

Fitch

(b) Credit risk management

The table below summarises the maturity profile of the Company’s financial liabilities at 30 September 2022 based

on contractual undiscounted payments.

As at 30 September 2022

2,559,099

153,572,756

410,800

Total

€

149,911,652

462,348

228,857

2,559,099

410,800

153,572,756

228,857

The probability of default of Citi Bank Europe Plc , Ireland is deemed low based on the following credit ratings as

at 30 September 2022:

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(14)

As at 30 September 2022

Interest

bearing

Assets €

Cash -

Escrow Account

153,337,831

Debtors

Total financial assets 153,337,831

Liabilities

Class A Redeemable Ordinary Shares

Contingent settlement provision

Public Warrant liabilities

Founder Warrant liabilities

Accounts payable and accrued liabilities

Total financial liabilities -

30 September 2022

Escrow Account

Cash flow sensitivity

Although negative interest has been incurred during the period, management do not expect that it will be incurred in

the future as the Euro short-term rate (the interest rate benchmark for the Escrow cash) is expected to remain

positive until the Business Combination deadline. If further negative interest is incurred, the Company has access to

additional negative interest cover as disclosed in note 4.

4,835

Class A Redeemable Ordinary Shares and the contingent settlement provision are measured at amortised cost with

interest expense recorded using the effective interest method. There is no stated interest rate on the Class A

Redeemable Ordinary Shares and therefore they are not considered to be interest-bearing. The effective interest rate

is an accounting concept of accruing interest until the date of payment. However, there are no legal interest

payments being made.

The reasonably possible favourable (75 bp increase) and unfavourable (75 bp decrease) assumption is made to show

the effect of interest rates on equity and profit or loss of the Company.

1,287,677

149,911,652

2,559,099

462,348

410,800

153,572,756

410,800

The table below summarises the Company's exposure to interest rate risks. It includes the Company's financial

assets and liabilities at the earlier of contractual re-pricing or maturity date, measured by the carrying values of

assets and liabilities:

Financial risk management (continued)

Total

€

Non- interest bearing

€

1,282,842

228,857

154,625,508

Profit or Loss

1,282,842

153,337,831

149,911,652

2,559,099

462,348

75 bp increase (€)

75 bp decrease (€)

5,837

As at 30 September 2022, the majority of the Company’s restricted cash held in the Escrow Account which is held

in an interest-bearing account denominated in Euro. As such, the Company is primarily exposed to the financial

risks associated with the effects of fluctuations in the prevailing levels of interest rates on its financial position and

cash flows. The Company has anticipated and paid negative interest on the proceeds of the Escrow Account for the

period during which the Euro short-term rate was negative.

(i) Interest rate risk

228,857

(5,837)

5,837

(5,837)

153,572,756

Sensitivity analysis on effect of change in interest rate in profit or loss and equity

A reasonably possible change of 75 basis points in interest rates at the reporting date would have

increased/(decreased) equity and profit or loss by the amounts shown below. The increase and decrease is derived

from an assumed increase/decrease in the Euro interest rates by 75bp.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(14)

(15)

(e) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going

concern and maintain an optimal capital structure to reduce the cost of capital. To maintain an optimal capital

structure, the Company may issue new shares or sell assets.

(iii) Other market price risk

Other market price risk is the risk that the fair value of the financial instrument will fluctuate as a result of changes

in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific

to an individual investment or its issuer or factors affecting all instruments traded in the market. Founder Warrants

and Public Warrants are financial liabilities that are measured at fair value using unobservable inputs and therefore

a sensitivity analysis of other market price risk is not relevant. Refer to note 5 for sensitivity of fair value

measurement to changes in unobservable inputs.

(d) Operational risk management

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the

processes, technology and infrastructure supporting the Company’s activities with financial instruments, either

internally within the Company or externally at the Company’s service providers, and from external factors other

than credit, market and liquidity risks such as those arising from legal and regulatory requirements.

The Company’s objective is to manage operational risk so as to balance the limiting of financial losses and

completing the Business Combination.

Financial risk management (continued)

Share-based payment reserve

The Sponsor has provided services in the form of expertise and guidance to assist the Company in achieving the

Business Combination, in exchange for Class B Ordinary Shares. As discussed in note 8, the Company has issued

3,750,000 Class B Ordinary Shares at par value of €0.0001, each of which will automatically convert into one Class

A Redeemable Ordinary Share on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights

in accordance with the terms and conditions set out in the Prospectus. In order for the Class B Ordinary Shares to

convert to Class A Redeemable Ordinary Shares, a Business Combination would have to occur and market

conditions, such as certain target share prices in the Promote Schedule (refer note 8) as per the Prospectus, need to

be achieved.

(ii) Currency risk

As at 30 September 2022, the Company did not hold any financial assets or financial liabilities denominated in

currencies other than its functional currency. Consequently, the Company is not directly exposed to risks associated

with fluctuating exchange rates. As the Company has minimal exposure to currency risk, management considers

that no foreign exchange rate sensitivity analysis is required.

Under IFRS 2, the grant date is the date at which the entity and another party agree to a share-based payment

arrangement. The grant date is considered to be the date of Offering. As the Company will issue its own Class A

Redeemable Ordinary Shares as consideration for services received, the share based payment is treated as equity-

settled. Where an award is made subject to vesting conditions, share-based payment cost is recognised over the

period during which the service condition is fulfilled, and the corresponding credit entry is recorded in equity. The

total expense is recognised over the vesting period, which is the period over which all of the specified vesting

conditions are to be satisfied. The vesting period has been determined to be the period until 25 April 2023, which is

the Business Combination Deadline.

EPIC Acquisition Corp

Notes to the Financial Statements

30 September 2022

(15)

· Tranche 1 - €9.76 for 1,875,000 Class B Ordinary Shares

· Tranche 2 - €8.86 for 937,500 Class B Ordinary Shares

· Tranche 3 - €8.78 for 937,500 Class B Ordinary Shares

(16)

Share-based payment reserve (continued)

The valuation specialist has used a Monte Carlo Simulation to simulate the stock price of the Class A Ordinary

Redeemable Shares needed to exceed the sale threshold (Tranche 1 - €12.00, Tranche 2 - €11.50, Tranche 3 -

€13.00) over the contractual term of the Class B Ordinary Shares, incorporating the expected term until a Business

Combination, risk free-rate and implied volatility (based upon weighted average volatility from pre-announcement

to expected sale date). The valuation specialist then used a combination of the Black-Scholes Protective Put,

Geometric Average Rate Put and Finnerty (2012) Average Strike Option to calculate the appropriate discount for

lack of marketability to apply in order to arrive at the fair value of the Class B Ordinary Shares. A discount for lack

of marketability is applied due to the lock-up agreements on the Class A Redeemable Ordinary Shares, once

converted.

Management has evaluated the effect of all subsequent events occurring until 30 January 2023, being the date that

the financial statements were available to be issued, and has determined that there were no subsequent events

requiring adjustment to or disclosure in the financial statements.

James Henderson

Director

EPIC Acquisition Corp

Signed for approval 30 January 2023

The value of services received has been determined by a valuation specialist with reference to the fair value of the

Class B Ordinary Shares issued. The price of the Class B Ordinary Shares at grant date for the three tranches of

Class B Ordinary Shares is as follows:

The difference between the total consideration received by the Company for the Class B Ordinary Shares and their

fair value at the grant date is €34,837,125. This will be pro-rated over each tranche vesting and recognised in equity

as a share-based payment reserve with the associated expense of €20,557,353 reflected in the statement of

comprehensive income as share-based payment expense for the period ended 30 September 2022.

Subsequent events