GP Bullhound Acquisition I SE
Société européenne
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2022
Registered office: 9, rue de Bitbourg
L - 1273 Luxembourg
R.C.S. Luxembourg: B254083
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended
31 December 2022
Index to the consolidated financial statements
Page(s)
Consolidated management report
1 – 5
Corporate governance statement
6
Auditor’s report
7 - 11
Consolidated statement of comprehensive income
12
Consolidated statement of financial position
13
Consolidated statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the consolidated financial statements
16 – 35
GP Bullhound Acquisition I SE
Consolidated Management Report
for the year ended 31 December 2022
The Board of Directors of GP Bullhound Acquisition I SE (hereafter the “Company”) submit their
management report with the consolidated financial statements of the Company and its subsidiaries (the
“Group”) for the year ended 31 December 2022.
1. Overview
The Company is a special purpose acquisition company (otherwise known as a blank cheque company)
incorporated in Luxembourg on 22 April 2021 and registered with the Luxembourg Trade and
Companies Register on 28 April 2021. The Company has been established for the purpose of acquiring
one operating business with principal business operations in a member state of the European Economic
Area, the United Kingdom or Switzerland or Israel, in the technology sector with a focus on the software,
digital media, marketplaces, fintech and digital sub-sectors, through a merger capital stock exchange,
share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”).
The Company had 15 months from the date of the admission to trading to consummate a Business
Combination (until 3 May 2023). This period could be extended up to two times, by three months each,
by resolution of the Company’s general Shareholders’ meeting (those initial 15 months plus any
extension is referred to as the “Business Combination Deadline”). Otherwise, the Company would be
liquidated and would distribute all of its assets to its shareholders.
On 2 May 2023, the Company announced that it would not complete the Business Combination within
the time period required by its articles of association. Accordingly, the Company will proceed with the
redemption of all its outstanding class A shares and thereafter will cease all operations except for those
required to liquidate the Company in accordance with its articles of association and Luxembourg law.
2. Review and development of the Group’s business, financial performance and financial
position
The Company completed its Private Placement (the “Private Placement”) on 4 February 2022 through
the issuance of 19,610,000 redeemable class A shares with a par value of EUR 0.018 (the “Public
Shares”) and 9,805,500 class A warrants (the “Public Warrants”). The Public Shares are admitted to
trading on the Euronext Amsterdam under the symbol “BHND” since 4 February 2022. Likewise, the
Public Warrants are also admitted to trading on the Euronext Amsterdam under the symbol “BHNDW”.
The founder of the Company subscribed to 7,051,430 class B shares of the Company. On 2 February
2022, the founder also subscribed to an aggregate 5,506,325 class B warrants (the “Founder
Warrants”) at a total price of EUR 7,875,988. The class B shares and Founder Warrants are not publicly
traded securities. The founder has agreed to a lock-up year running at least until the Business
Combination, subject to customary exceptions described in the Company’s prospectus (the
“Prospectus”).
On 2 May 2023, the Company announced that it would not complete the Business Combination within
the time period required by its articles of association.
Financial performance highlights
As a blank cheque company, the Group does not have an active business. The Group did not generate
revenue during the year ended 31 December 2022. The Group’s activities for the year ended 31
December 2022 were those necessary to prepare for the Private Placement and the subsequent listing
on the Euronext Amsterdam, and, after the listing, to identify a target company for a Business
Combination and the potential acquisition. The Group incurred expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance).
- 1 -
The net loss of the Group for the year ended 31 December 2022 is EUR 7,000,946, mainly due to the
finance costs and operating expenses.
Financial position highlights
The Group’s main asset accounts refer to the cash in escrow which are the proceeds from the Private
Placement, including the additional founder subscription to cover the negative interest and overfunding
founder subscription to cover the redemption of Public Shares or liquidation of the Company after expiry
of the business combination deadline. Whereas on the liability section, the significant balances refer to
redeemable class A shares.
3. Principal risk and uncertainties
The Group has analysed the risks and uncertainties to its business, and the Board of Directors of the
Company has considered their potential impact, their likelihood, the controls that the Group has in place
and steps the Group can take to mitigate such risks.
The main risk and uncertainty surrounding the Company is its inability to identify an appropriate target
for Business Combination and complete the negotiations with the seller of the target and unsuccessful
in the negotiations before the Business Combination Deadline. Despite management extensive network
of contacts and relationships in the target sectors, efficient resource deployment and involvement of
independent advisers, regulatory specialists and compliance experts, the Company has not been
successful in identifying an appropriate target for a Business Combination. Consequently, the Company
will proceed with the redemption of the Public Shares in accordance with the Prospectus and its articles
of association.
The other risks surrounding the Group are further disclosed in the Prospectus.
4. Financial risk management objectives and policies
As at 31 December 2022, the Group had EUR 1,188,802 in cash and cash equivalents. The proceeds
from the Private Placement, including the additional founder subscription and overfunding founder
subscription, is presented as cash in escrow in the consolidated financial statements, for an amount of
EUR 201,177,894.
As at 31 December 2022, the Group conducted no operations and currently generated no revenue. As
at 31 December 2022, the Board of Directors believes that the funds available to the Group outside of
the secured deposit account are sufficient to pay costs and expenses incurred including the liquidation
costs to be incurred by the Group. The Group does not have any foreign currency transactions nor any
interest-bearing loans.
Beside the above, the Group identified the related financial risks and has considered their potential
impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the
Group are liquidity risks and credit risks which are described in Note 18 to the consolidated financial
statements.
5. Related party transactions
Please see Notes 14 and 19 to the consolidated financial statements.
6. Research and development
The Group did not have any activities in the field of research and development during the financial
year ended 31 December 2022 and 2021.
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7. Corporate governance
As a Luxembourg governed company, the shares of which are exclusively listed on a regulated market
in the Netherlands, the Group is not required to adhere to the Luxembourg corporate governance regime
applicable to companies that are traded in Luxembourg or to the Dutch corporate governance regime
applicable to listed companies in the Netherlands. As these regimes have not been designed for special
purpose acquisition companies like the Company but for fully operational companies, the Company has
opted to not apply the Luxembourg or Dutch corporate governance regime on a voluntary basis either.
The Company’s articles of association (the “Articles”) are available on the website of the Company
(https://www.gpbullhound.com/spac/acquisition-i-se/). The function of the audit committee shall be
assumed by the Board of Directors as long as the Company qualifies as small and medium sized
enterprises (SMEs) in accordance with article 2 (1), (f) of the directive 2003/71/EC of the European
parliament and of the council of 4 November 2003 in the prospectus which was published when
securities were offered to the public or admitted to trading and amending Directive 2001/34/EC. If the
criteria are no longer fulfilled, the Board of Directors will appoint an audit committee and adopt its terms
of reference in accordance with the applicable law.
The Company has implemented a corporate governance framework consisting of a one tier structure
with a Board of Directors.
The Board is composed of four directors: Hugh Campbell, Manish Madhvani, Per Christer Roman and
Werner Weynand. The Board is vested with the broadest powers to act in the name and on behalf of
the Company and to take any actions necessary or useful to fulfil the Company’s corporate purpose,
with the exception of the powers reserved by law or the Articles to the general meeting of the
shareholders.
The members of the Board are appointed at the General Meeting for a term of up to six years and are
eligible for re-appointment. A member of the Board may be removed ad nutum (without cause) by a
resolution adopted by the General Meeting.
Subject to the provisions of the Luxembourg law, any amendment of the Articles requires a majority of
at least two-thirds (2/3) of the votes validly cast at a general shareholders’ meeting at which at least half
of the share capital is present or represented (in case the second condition is not satisfied, a second
meeting may be convened in accordance with the Luxembourg law, which may deliberate regardless of
the proportion of the capital represented and at which resolutions are taken at a majority of at least two-
thirds (2/3) of the votes validly cast). Abstention and nil votes will not be taken into account for the
calculation of the majority. Furthermore, where there is more than one class of shares and the resolution
of the General Meeting is such as to change the respective rights thereof, the resolution must, in order
to be valid, fulfil the conditions as to attendance and majority laid down above with respect to each class.
Within 5 years from the date of incorporation, the Board is authorised to issue class A shares and/or
class B shares, to grant options or warrants to subscribe for class A shares and/or class B shares and
to issue any other instruments giving access to shares within the limits of the authorised capital to such
persons and on such terms as they shall see fit and specifically to proceed to such issue with removal
or limitation of the preferential right to subscribe to the shares issued for the existing shareholders.
The Board is authorised to repurchase its class B shares within a period of 5 years.
- 3 -
8. Internal control and risk management systems in relation to the financial reporting
process
The Group has implemented a system of internal controls over financial reporting. It aims to identify,
evaluate and control any risks that could influence the proper preparation of the consolidated financial
statements. As a core component of the accounting and reporting process, the system of internal
controls over financial reporting comprises preventive, detective, monitoring, and corrective control
measures in accounting and operational functions, which are designed to ensure a methodical and
consistent process for preparing the Group’s financial statements.
The control and risk management mechanisms include identifying and defining processes, introducing
layers of approval, and applying the principle of segregation of duties including the use of external
service providers diligently selected and monitored. The Group’s internal controls over financial
reporting include policies and procedures that pertain to the maintenance of records that, in reasonable
detail, are designed to accurately and fairly reflect the transactions and dispositions of the assets of the
Group, provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with the applicable accounting standards, provide reasonable
assurance that the receipts and expenditures are being made only in accordance with authorisations of
the Group’s management and directors, and provide reasonable assurance regarding prevention or
timely detection of the unauthorised acquisition, use or disposition of our assets that could have a
material effect on the Group’s financial statements. Because of its inherent limitations, the Group’s
internal controls over financial reporting may not prevent or detect errors or misstatements in the Group’s
financial statements. The system of internal controls is reviewed annually.
9. Transactions in own shares
On 21 January 2022, the Company redeemed 200,000,000 class A shares at EUR 0.018 per share
totalling to EUR 3,600,000.
On 15 February 2022, the Company redeemed 390,000 class A shares for EUR 7,020.
10. Branches
The Group does not have any branches as at 31 December 2022 and 2021.
11. Outlook
On 2 May 2023, the Company announced that it would not complete the Business Combination within
the time period required by its articles of association. Accordingly, the Company will proceed with the
redemption of all its outstanding class A shares and thereafter will cease all operations except for those
required to liquidate the Company in accordance with its articles of association and Luxembourg law.
12. Events after the reporting period
Since 31 December 2022, no additional significant events have taken place other than those disclosed
in Note 21 to the consolidated financial statements.
- 4 -
Luxembourg, 23 May 2023
Hugh Campbell
Manish Madhvani
Director
Director
Per Christer Roman
Werner Weynand
Director
Director
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GP Bullhound Acquisition I SE
Corporate Governance Statement by the Board of Directors
for the year ended 31 December 2022
The Board of Directors of the Company reaffirm their responsibility to ensure the maintenance of proper
accounting records disclosing the consolidated financial position of the Group with reasonable accuracy
at any time and ensuring that an appropriate system of internal controls is in place to ensure that the
Group’s business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to
information about issuers whose securities are admitted to trading on a regulated market, the Group
declares that, to the best of our knowledge, the consolidated financial statements for the year ended
31 December 2022, prepared in accordance with International Financial Reporting Standards as
adopted by the European Union, give a true and fair view of the assets, liabilities, financial position as
of that date and results for the year then ended.
In addition, management’s report includes a fair review of the development and performance of the
Group’s operations during the year and of business risks, where appropriate, faced by the Group as well
as other information required by the Article 68ter of the law of 19 December 2002 on the commercial
companies register and on the accounting records and financial statements of undertakings, as
amended.
Luxembourg, 23 May 2023
Hugh Campbell
Manish Madhvani
Director
Director
Per Christer Roman
Werner Weynand
Director
Director
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Mazars Luxembourg
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Luxembourg
Tel: +352 27 114 1
Fax: +352 27 114 20
www.mazars.lu
To the Shareholders of
GP Bullhound Acquisition I SE
Société européenne
R.C.S. Luxembourg B254083
9, rue de Bitbourg
L-1273 Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of GP Bullhound Acquisition I SE (the
"Company") and its subsidiaries (together the “Group”), which comprise the consolidated statement
of financial position as at 31 December 2022, and the consolidated statement of comprehensive
income, consolidated statement of changes in equity, and consolidated statement of cash flows for
the year then ended and the notes to the consolidated financial statements, including a summary of
significant accounting policies.
In our opinion, the accompanying consolidated financial statements give true and fair view of the
consolidated financial position of the Group as at 31 December 2022, and of its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with International
Financial Reporting Standards (IFRS) as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016
on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”)
as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our
responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted
for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises
agréé” for the Audit of the Consolidated Financial Statements » section of our report. We are also
independent of the Group in accordance with the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics
Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together
with the ethical requirements that are relevant to our audit of the consolidated financial statements,
and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Mazars Luxembourg – Cabinet de révision agréé
Société Anonyme – RCS Luxembourg B 159962 – TVA intracommunautaire : LU24665334
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Emphasis of matter – liquidation of the Company
As disclosed in Note 21 to the consolidated financial statements, the Board of Directors of the
Company has announced a liquidation plan for the Company on 2 May 2023, and determined
liquidation is imminent. As a result, the Group changed its basis of accounting from a going
concern basis to a liquidation basis and hence deviated as necessary from International Financial
Reporting Standards (IFRS) as adopted by the European Union. We draw attention to Notes 2.1 and
2.3 of the consolidated financial statements for the effects of those deviations on the consolidated
financial statements. Our opinion is not modified with respect to 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 consolidated financial statements of the current period. These matters were
addressed in the context of the audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Based on the result of our audit procedures no Key Audit Matter was identified for the audit of the
consolidated financial statements as of 31 December 2022.
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information stated in the consolidated management report and the corporate governance statement
but does not include the consolidated financial statements and our report of the “réviseur
d’entreprises agréé” thereon.
Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated 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 misstatement of this other information, we are required to report this fact. We have
nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged With Governance of the Group
for the Consolidated Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the consolidated
financial statements in accordance with IFRSs as adopted by the European Union and for such
internal control as the Board of Directors determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
The Board of Directors is also responsible for presenting and marking up the consolidated financial
statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on
European Single Electronic Format (“ESEF Regulation”).
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In preparing the consolidated financial statements, the Board of Directors is responsible for assessing
the Group’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 the Board of Directors either intends
to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting
process.
Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated
Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as
adopted for Luxembourg by the CSSF 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 consolidated financial statements.
As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated 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 Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
•
estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of Board of Directors ’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 Group’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our report of the “Réviseur d’Entreprises Agréé” to the related disclosures in the
consolidated 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 report of the
“réviseur d’Entreprises Agréé”.
Evaluate the overall presentation, structure and content of the consolidated financial statements,
•
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
Assess whether the consolidated financial statements have been prepared, in all material
•
respects, in compliance with the requirements laid down in the ESEF Regulation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities and
•
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Group
audit. We remain solely responsible for our audit opinion.
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.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence and communicate to them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards or 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 report unless law or
regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of Shareholders
on 30 June 2022 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is 2 years.
The consolidated management report is consistent with the consolidated financial statements and has
been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the consolidated management report. The
information required by Article 68ter paragraph (1) letters c) and d) of the law of
19 December 2002 on the commercial and companies register and on the accounting records and
financial statements of undertakings, as amended, is consistent with the consolidated financial
statements and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the consolidated financial statements of the Group as at
31 December 2022 with relevant statutory requirements set out in the ESEF Regulation that are
applicable to the financial statements. For the Group, it relates to:
Consolidated financial statements prepared in valid xHTML format;
•
The XBRL markup of the consolidated financial statements using the core taxonomy and the
•
common rules on markups specified in the ESEF Regulation.
In our opinion, the consolidated financial statements of the Group as at 31 December 2022, have
been prepared, in all material respects, in compliance with the requirements laid down in the ESEF
Regulation.
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We confirm that the audit opinion is consistent with the additional report to the audit committee.
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not
provided and that we remained independent from the Group in conducting the audit.
Luxembourg, 23 May 2023
For Mazars Luxembourg, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Fabien DELANTE
Réviseur d’entreprises agréé
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GP Bullhound Acquisition I SE
Consolidated statement of comprehensive income for the year ended
31 December 2022
From 1 January 2022
From 28 April 2021
to 31 December 2022
to 31 December 2021
Note
EUR
EUR
Revenue
-
-
Other operating expenses
5
(3,925,046 )
(162,606 )
Operating loss
(3,925,046 )
(162,606 )
Finance income
-
Finance costs
6
(11,053,805 )
(208 )
Fair value gain on class B warrants
13.1
-
Fair value gain on class A warrants
13.2
-
Loss before income tax
(7,000,946 )
(162,814 )
Income tax
7
-
-
Loss for the year/period
(7,000,946 )
(162,814 )
Other comprehensive income
-
-
Total comprehensive loss for the year, net of
tax
(7,000,946 )
(162,814 )
Earnings/(loss) per share:
Net earnings per share
8
(1.00 )
(1.36 )
Diluted earnings per share
8
(1.00 )
(1.36 )
The accompanying notes form an integral part of these consolidated financial statements.
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GP Bullhound Acquisition I SE
Consolidated statement of financial position as at
31 December 2022
31 December 2022
31 December 2021
Note
EUR
EUR
ASSETS
Current assets
9
Deferred costs
-
Other prepayments
-
10
Cash in escrow
-
19
Receivable from related parties
-
11
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
12
Share capital
Share premium
-
Warrant reserve
-
Accumulated deficit
(7,163,760 )
(162,814 )
Total equity
(1,901,034 )
(42,814 )
Non-current liabilities
14
Shareholder loan
-
Total non-current liabilities
-
Current liabilities
14
Shareholder loan
-
19
Payable to related parties
-
15
Redeemable class A shares
-
16
Provisions
-
17
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
The accompanying notes form an integral part of these consolidated financial statements.
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GP Bullhound Acquisition I SE
Consolidated statement of changes in equity for the year ended 31 December 2022
Share
Share
Warrant
Accumulated
Total
Note
capital
premium
reserve
deficit
equity
EUR
EUR
EUR
EUR
EUR
Issuance of incorporation capital
12
-
-
-
Loss for the period
-
-
-
(162,814 )
(162,814 )
Balance, 31 December 2021
-
-
(162,814 )
(42,814 )
Balance, 1 January 2022
-
-
(162,814 )
(42,814 )
12.1b,
Issuance of 498,750 class B5 shares
12.1c
-
-
12.1d
Reduction of share capital
12.1c
(3,479,736 )
-
-
(6,000 )
Issuance of 219,348 class B1 to B5 shares
12.1e
-
-
Issuance of 200,000,000 class A shares
12.2a
-
-
-
Repurchase of 200,000,000 class A shares
12.2a
(3,600,000 )
-
-
-
(3,600,000 )
Issuance of 20,000,000 class A shares, net of transaction costs
12.2b
-
-
Repurchase of 390,000 class A shares
12.2c
(7,020 )
-
-
-
(7,020 )
Reclassification of 19,610,000 class A shares from equity to liability (IAS 32)
15
(352,980 )
(189,681,343 )
-
-
(190,034,323 )
Allocation to warrant reserve
12
-
(277,000 )
-
-
Loss for the year
-
-
-
(7,000,946 )
(7,000,946 )
Balance, 31 December 2022
(7,163,760 )
(1,901,034 )
The accompanying notes form an integral part of these consolidated financial statements.
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GP Bullhound Acquisition I SE
Consolidated statement of cash flows for the year ended
31 December 2022
From 1 January 2022
From 28 April 2021
to 31 December 2022
to 31 December 2021
Note
EUR
EUR
Cash flows from operating activities
Loss before income tax
(7,000,946 )
(162,814 )
Adjustments for non-cash items:
Finance income
(3,867 )
-
Finance cost
6
Fair value gain on class B warrants
13.1
(7,875,988 )
-
Fair value gain on class A warrants
13.2
(98,050 )
-
Changes in working capital:
Decrease / (increase) in deferred costs
9
(669,620 )
Increase in other prepayments
(6,745 )
-
Increase in receivable from related parties
(8,440 )
-
Increase in payable to related parties
-
Increase in provisions
Increase in trade and other payables
Interest received
-
Interest paid
(69,746 )
-
Net cash flows used in operating activities
(608,270 )
(295,913 )
Cash flows from financing activities
Proceeds from issuance of 120,000 class B
12
-
shares
Payment for the reduction of share capital
12.1c
(6,000 )
-
Proceeds from the issuance of 203,334 class
12.1e
-
B1, B2, B3 and B4 shares
Proceeds from issuance of 5,506,325 class B
13.1
-
warrants
Issuance of 9,805,000 class A warrants
13.2
-
(Repayment) / proceeds from shareholder loan
14
(316,298 )
Proceeds from the issuance of 514,764 class
12.1
-
B5 shares
Proceeds from the issuance of 20,000,000
15
-
class A shares, net of private placement
costs
Repurchase of 390,000 class A shares
15
(7,020 )
-
Net cash flows from financing activities
Net increase in cash and cash equivalents
Of which:
Increase in restricted cash (Cash in Escrow)
10
(201,177,894 )
-
Cash and cash equivalents, beginning
-
Cash and cash equivalents at end of year
The accompanying notes form an integral part of these consolidated financial statements.
- 15 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
1. GENERAL INFORMATION
The registered office of the Company is located at
9, rue de Bitbourg, L-1273 Luxembourg
.
The Company has been established for the purpose of acquiring one operating business with principal business operations in a member state of the European Economic Area, the United Kingdom or Switzerland or Israel, in the technology sector with a focus on the software, digital media, marketplaces, fintech and digital sub-sectors, through a merger capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). The Company was not intended to conduct operations or generate operating revenue unless and until the Company consummates the Business Combination. The Company had 15 months from the date of the admission to trading to consummate a Business Combination (until 3 May 2023). This period could be extended up to two times, by three months each, by resolution of the Company’s general Shareholders’ meeting (those initial 15 months plus any extension is referred to as the “Business Combination Deadline”).
The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company.
As at the date of issuance of these consolidated financial statements, the Company did not manage to consummate the business combination. Upon expiry of the Business Combination Deadline, the Company will (i) cease all operations except for those required for the purpose of its winding up, (ii) convene a general meeting of shareholders in order to resolve upon the dissolution and liquidation of the Company (iii) redeem the class A shares at a EUR10.25 per share, subject to the preparation of a balance sheet as of the date of the expiry of the Business Combination Deadline and other
Luxembourg
law requirements within the context of such liquidation. Subject to the approval by the general meeting of shareholders and the redemptions of all class A shares, the Company will be liquidated and dissolved in compliance with Luxembourg law and requirements of other applicable law.
In connection with the Company’s liquidation and in accordance with their respective terms and conditions, all of the class A warrants and class B warrants expire worthless. The Company will pay the costs of liquidation out of the remaining assets.
Unlike other forms of companies, a Société Européenne only exists from the date of publication of its statutes with the RCS. Accordingly, the comparative period on these consolidated financial statements of GP Bullhound Acquisition I SE and its subsidiaries (collectively the “Group”) were prepared from 28 April 2021 to 31 December 2021. Any act performed and any transaction carried out by the Company between the date of incorporation and the date of registration were considered
- 16 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
to emanate from the Company and were therefore included in the consolidated financial statements. These consolidated financial statements of the Group as at 31 December 2022 were authorized for issue in accordance with a resolution of the Board of Directors on 22 May 2023.The consolidated financial statements are published in accordance with the European Single Electronic Format regulation on the Company’s website (https://www.gpbullhound.com/spac/acquisition-i-se/).
2. SIGNIFICANT ACCOUNTING POLICIES
2.1. Basis of preparation
The Group’s financial year starts on 1 January and ends on 31 December of each year, with the exception of the first financial year which started on 28 April 2021 (date of registration with the RCS) and ended on 31 December 2021.
In accordance with IAS 1, Presentation of Financial Statements, the Group changed the basis of preparing its consolidated financial statements from going concern to liquidation basis of accounting effective on 31 December 2022 following the impossibility to complete a Business Combination before the expiry of the Business Combination Deadline. Therefore, these consolidated financial statements have been prepared on a non-going concern basis and under the liquidation basis of accounting.
Under the liquidation basis of accounting, (i) all assets are measured at their net realizable values, (ii) liabilities are valued at their undiscounted settlement amounts; (iii) the costs expected to be incurred during the winding up, including professional fees and administrative costs expected to be incurred in future periods until the winding up of the Company is completed, are accrued (See Note 3), and (iv) provisions for contingent liabilities are accrued when the probability of loss is more likely than not while contingent assets are not accrued unless receipt is virtually certain.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as adopted by the European Union, except for deviations that were necessary to present the financial statements on a liquidation basis as disclosed in Note 2.3, under d) and g). The accounting policies, basis for calculations and presentation are, in all material aspects and unless stated otherwise in this Note 2, unchanged in comparison with those applied in the comparative period. Comparatives have not been restated.
The consolidated financial statements are prepared in Euros (EUR) which is the Group’s presentation and functional currency
2.2. Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (together referred as the “Group”) as at 31 December 2022.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
•
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee);
•
Exposure, or rights, to variable returns from its involvement with the investee; and
•
The ability to use its power over the investee to affect itsreturns.
- 17 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
Generally, there is the presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
•
The contractual arrangements with the other vote holders of theinvestee;
•
Rights arising from other contractualarrangements; and
•
The Group’s voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
2.3. Summary of significant accounting policies
International accounting standards include IFRS, IAS (International Accounting Standards) and their interpretations (Standing Interpretations Committee) and IFRICs (International Financial Reporting Interpretations Committee).
The repository adopted by the European Commission is available on the following internet site: http://ec.europa.eu/finance/accounting/ias/index_en.htm
a) New standards, amendments and interpretations that were issued but not yet applicable as
at 31 December 2022 and that are most relevant to the Group
▪
Amendments to IAS 1 - not yet endorsed by the EU: Classification of Liabilities as Current or Non-current. In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively.
▪
Amendments to IAS 1 - not yet endorsed by the EU: Non-current Liabilities with Covenants. In October 2022, the IASB issued Non-current Liabilities with Covenants, (Amendments to IAS 1), to clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments are effective for reporting periods beginning on or after January 1, 2024.
▪
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting policies. In February 2021, the IASB issued amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for annual periods beginning on or after 1 January 2023.
- 18 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
▪
Amendments to IAS 8: Definition of Accounting Estimate. In February 2021, the IASB issued amendments to help entities to distinguish between accounting policies and accounting estimates. The amendments are effective for annual periods beginning on or after 1 January 2023.
▪
Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction. In May 2021, the IASB amended the standard to reduce diversity in the way that entities account for deferred tax on transactions and events, such as leases and decommissioning obligations, that lead to the initial recognition of both an asset and a liability. The amendments apply for annual reporting periods beginning on or after 1 January 2023 and may be applied early.
The initial application of these standards, interpretations and amendments to existing standards is planned for the period of time from when its application becomes compulsory. Currently, the Board of Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial information of theGroup.
b) New Standards Issued – effective from 1 January 2022
The Group applied for the first-time certain standards, amendments and interpretations which are effective for annual periods beginning on or after 1 January 2022 (unless otherwise stated). The Group has not early adopted any other standard, amendment or interpretation that has been issued but not yet effective.
▪
Reference to the Conceptual Framework – Amendments to IFRS 3: In May 2020, the IASB issued Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework. The amendments are intended to replace a reference to the Framework for the Preparation and Presentation of Financial Statements, issued in 1989, with a reference to the Conceptual Framework for Financial Reporting issued in March 2018 without significantly changing itsrequirements.
The IASB also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising from liabilities and contingent liabilities that would be within the scope of IAS 37 or IFRIC 21 Levies, if incurred separately.
At the same time, the IASB decided to clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Framework for the Preparation and Presentation of Financial Statements.
The amendments are effective for annual reporting periods beginning on or after 1 January 2022 and apply prospectively.
▪
Amendments to IAS 37: Onerous Contracts — Cost of Fulfilling a Contract. The amendments specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The amendments are effective for annual reporting periods beginning on or after 1 January 2022 with earlier application permitted.
▪
- 19 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
c) Foreign currencies
These consolidated financial statements are presented in EUR, which is the Parent’s and subsidiaries functional currency and presentation currency.
Transactions denominated in currencies other than the EUR are recorded at the exchange rate at the transaction date.
d) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions of the instrument. Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date i.e. the date that the Group commits to purchase or sell the asset.
Financial assets: The Group classifies its financial assets as subsequently measured at amortised cost or measured at fair value through profit or loss on the basis of both:
•
The entity’s business model for managing the financial assets; and
•
The contractual cash flow characteristics of the financial asset.
The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit and loss, transactioncosts.
The Group’s financial assets include cash and cash equivalents and cash in escrow. Under the liquidation basis of accounting, these financial assets are carried at their net realisable values which approximate their amortised cost carrying amounts.
Financial liabilities: The financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or financial liabilities at amortised cost.
The Group’s financial liabilities include redeemable Class A shares, as well as trade and other payables.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Under the liquidation basis of accounting, the following changes have been made to the accounting policies:
(i)
the redeemable Class A shares which were until then carried at their amortised cost are now carried at their redemption value, which in the case of the redeemable Class A shares differs from the amortised cost because of the amortization of the transaction costs in relation to the private placement;
(ii)
the redeemable Class A shares which were until then presented as non-current liabilities are now presented as current liabilities;
(iii)
the trade and other payables are now carried at their settlement amounts which do not differ from their amortised cost carrying amounts; and
(iv)
the trade and other payables which under the going concern basis of accounting only include liabilities to third parties resulting from a past event, being services received by the Group in the current or in previous periods or any other debt incurred by the Group in the course of its operations, also include liabilities in relation to future costs, which amount and timing of
- 20 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
settlement are known, so that the consolidated financial statements as of 31 December 2022 include all such future costs (See Note 17). Future costs which amount and/or timing of settlement are uncertain have been recorded as provisions (See Note 16).
Derecognition: A financial asset is derecognised when the rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the consolidated statement of comprehensive income.
Impairment of financial assets: The Group has chosen to apply an approach similar to the simplified approach for expected credit losses (“ECL”) under IFRS 9 to its financial assets. Therefore, the Group recognises a loss allowance based on lifetime ECLs at each reporting date. The Group’s approach to ECLs reflects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
e) Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. The carrying amounts of these approximate their fair value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.
f) 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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
•
In the principal market for the asset or liability; or
•
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
- 21 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
•
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
•
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectlyobservable;
•
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
g) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the consolidated statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Under the liquidation basis of accounting, provisions have been recorded so that the consolidated financial statements as of 31 December 2022 include all estimated future costs until the closing of the liquidation process (See Note 16).
h) Taxes
Income tax recognized in the consolidated statement of comprehensive income includes current and deferred taxes.
Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the consolidated statement of comprehensive income.
- 22 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Deferred tax assets are tested for impairment on the basis of a tax planning derived from management business plans.
Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these consolidated financial statements on a non-going concern basis in accordance with International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) as adopted by the European Union in all material aspects requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, including the estimated liquidation values of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported income and expenses during the reporting period.
Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment in case of a new outbreak of a novel strain of the coronavirus (“COVID-19”) and the military conflict between Ukraine and Russia.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
As at 31 December 2022, the significant areas of estimates, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in these consolidated financial statements are:
•
Preparation of the consolidated financial statements under the liquidation basis of accounting: The Company will be put into liquidation following the expiry of the Business Combination Deadline (See Note 1). The preparation of these consolidated financial statements under the liquidation basis of accounting requires the Board of Directors to identify those departures to be made from the IFRS framework to present the effects of the planned liquidation. These include:
o
Liquidation costs estimate: The preparation of these consolidated financial statements under the liquidation basis of accounting requires the accrual of costs expected to be incurred during the winding up, including professional fees and administrative costs expected to be incurred in future periods until the winding up of the Company is completed. Provisions for contingent liabilities are accrued when the probability of loss is more likely than not. As at 31 December 2022, the Group accrued estimated liquidation costs of EUR 385,499 (See Note 5), including the amount of EUR 132,876 recognized as provisions, which include legal and notarial fees, tax and accounting fees. The estimated liquidation costs were based on expected future
- 23 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
events, specified contractual obligations and the estimated time to complete the planned liquidation.
Measurement of Class A and Class B Warrants: The preparation of these consolidated
o
financial statements under the liquidation basis of accounting requires the liabilities that arise from the warrants issued by the Company together with the Class A shares and the Class B shares. Considering that the Class A and Class B warrants expire worthless in case of liquidation of the Company, their value has been set to nil in the consolidated financial statements as of 31 December 2022.
•
Classification of redeemable class A shares: The Board of Directors assessed the classification of redeemable class A shares in accordance with IAS 32 under which the redeemable class A shares do not meet the criteria for equity treatment and must be recorded as liabilities (See Note 15). The class A shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the Company classifies the redeemable class A shares as financial liabilities at amortised cost in accordance with IFRS 9. The transaction costs directly attributable to issuance of the redeemable class A shares which are subscribed via private placement (“Private Placement”) were deducted against the initial fair value. Considering the planned liquidation of the Company, which will trigger the redemption of the Redeemable Class A Shares, the Board of Directors has decided to present these Redeemable Class A Shares as current liabilities, at their nominal amount.
4. GROUP INFORMATION
These consolidated financial statements include all the activities of the Group as at 31 December 2022.
Entities included in the scope of consolidation are listed below:
| % of equity interest | ||||
| As at 31 December | ||||
| Consolidated | Principal | Country of | ||
| entities | activities | incorporation | 2022 | 2021 |
| GP Bullhound AcquisitionI | Special purpose | Luxembourg | Parent company | |
| SE | acquisition company | |||
| GP Bullhound AcquisitionI | ||||
| Advisory GmbH & Co. KG | Support services to GP | |||
| (“GP Bullhound Advisory | Bullhound Acquisition I | Germany | 100% | 100% |
| KG”) | SE | |||
| GP Bullhound AcquisitionI | ||||
| Advisory Verwaltungs GmbH | General partner of GP | Germany | 100% | 100% |
| (“GP Bullhound Advisory | Bullhound Advisory KG | |||
| GmbH”) | ||||
Segment information
The Group is currently organised as one reportable segment. The Group has been deemed to form one reportable segment as the Parent and its subsidiaries have been established together for the purpose of acquiring one operating business i.e. the Business Combination (See Note 1).
- 24 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
5. OTHER OPERATING EXPENSES
The other operating expenses consist of fees for accounting, legal and other services not related to the Private Placement.
| From 1 January 2022 | From 28 April 2021 | |
| to 31 December 2022 | to 31 December 2021 | |
| EUR | EUR | |
| Legal fees | 1,117,745 | 18,373 |
| Insurance expense | 520,000 | - |
| Accounting and administration fees | 342,887 | 73,215 |
| Audit fees | 156,183 | 58,500 |
| Listing and regulatory fees | 151,995 | - |
| Liquidation costs | 385,499 | - |
| Other professional fees | 1,154,487 | 5,000 |
| Bank account charges and bank commissions | 63,135 | 5,176 |
| Notarial and similar fees | 25,219 | 1,624 |
| Other expenses | 7,896 | 718 |
| 3,925,046 | 162,606 |
The total audit fees paid breaks down as follows:
| From 1 January 2022 | From 28 April 2021 | |
| to 31 December 2022 | to 31 December 2021 | |
| EUR | EUR | |
| Statutory audit of the annual accounts | 156,183 | 58,500 |
| Audit-related fees* | 154,133 | - |
| Total | 310,316 | 58,500 |
*these costs were recognized as part of private placement costs and were netted against the proceeds from the Private Placement (See Note 9).
The Group did not have any employees during the year ended 31 December 2022 (2021: nil).
- 25 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
6. FINANCE COSTS
Finance costs are composed of:
| From 1 January 2022 | From 28 April 2021 | |
| to 31 December 2022 | to 31 December 2021 | |
| EUR | EUR | |
| Amortisation of redeemable class A shares | 10,968,177 | - |
| (See Note 15) | ||
| Negative interest on cash in escrow | 69,746 | - |
| (See Note 10) | ||
| Interest expense on shareholder loan | 15,882 | 208 |
| (See Note 14) | ||
| Total | 11,053,805 | 208 |
7. INCOME TAXES
The reconciliation between actual and theoretical tax expense is as follows:
| From 1 January 2022 | From 28 April 2021 | |
| to 31 December 2022 | to 31 December 2021 | |
| EUR | EUR | |
| Loss for the year/period before tax | (7,000,946) | (162,814) |
| Theoretical tax charges, applying the tax rate | 1,596,216 | 37,122 |
| of 22.80% | ||
| Tax effect of adjustments from local GAAP to | 556,739 | 152,673 |
| IFRS1 | ||
| Unrecognized deferred tax assets | (2,152,955) | (189,795) |
| Income tax | - | - |
The tax rate used in the reconciliation above is the Luxembourgish tax rate (22.80%) as the Company is domiciled in Luxembourg. Deferred tax assets have not been recognised in respect of the loss incurred during the year ended 31 December 2022 because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.
1 Income taxes payable to / recoverable from the tax authorities are determined based on the financial results of GP Bullhound Acquisition I SE and its subsidiaries as shown in their stand-alone financial statements prepared in local GAAP. Hence adjustments from local GAAP to IFRS may lead to higher / lower taxable result in the consolidated financial statements as compared to that determined based on the stand-alone financial statements.
- 26 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
8. EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per share (“EPS”) is calculated by dividing the profit/(loss) for the period by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the profit/(loss) for the period by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following table reflects the income and share data used in the basic and diluted EPS calculations:
| From 1 January 2022 | From 28 April 2021 | |
| to 31 December 2022 | to 31 December 2021 | |
| Loss for the year/period | (EUR 7,000,946) | (EUR 162,814) |
| Weighted average number of ordinary shares | 6,995,375 | 120,000 |
| for EPS | ||
| Basic and diluted EPS | (EUR 1.00) | (EUR 1.36) |
| From 1 January 2022 | From 28 April 2021 | |
| to 31 December 2022 | to 31 December 2021 | |
| Weighted average number of potential ordinary | ||
| shares which are antidilutive: | ||
| Redeemable class A shares | 17,522,164 | - |
| Warrants (class A and B) | - | - |
| Total | 17,522,164 | - |
As at the date of issuance of these consolidated financial statements, the Company did not manage to consummate the business combination. Consequently, the Company will proceed with the redemption of the class A shares in accordance with the Prospectus and the Articles of Association and proceed to liquidation of the Group. Furthermore, the class A and B warrants expire worthless in case of liquidation (See Notes 13.1 and 13.2).
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these consolidated financial statements.
9. DEFERRED COSTS
Deferred costs of EUR 669,620 as at 31 December 2021 were composed mainly of underwriting fees, legal fees and audit fees incurred by the Company in relation to the public offering which, together with other Private Placement related costs, were offset against the proceeds of the Private Placement (See Note 15).
- 27 -
GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
10. CASH IN ESCROW
Cash in escrow of EUR 201,177,894 (2021: nil) consists of the gross proceeds from the Private Placement, Additional Founder Subscription and Overfunding Founder subscription. The cash held in escrow from the Additional Founder subscription is used to cover the negative interest on the escrow account whereas the Overfunding Founder Subscription was intended to provide additional funds in case of the liquidation of the Company after the expiry of the Business Combination Deadline, or in case of redemption of class A shares in the context of a Business Combination (See Note 15).
The cash held in escrow from the gross proceeds on the Private Placement is set aside to pay the following, in case of Business Combination: i) payment of class A shares for which the redemption right was exercised, net of any interest, fees and taxes, ii) fixed deferred listing commission and if any, discretionary deferred listing commission, iii) cash consideration, if any the Business Combination and iv) to cover liquidity requirements of the target company in the Business Combination.
If the Company does not consummate a Business Combination, the amounts standing on the escrow will be returned to the Company, and eventually to the holders of class A shares for the portion of the proceeds on the Private Placement, net of any interest, fees and taxes.
The fair value of cash in escrow approximates its carrying value as at 31 December 2022 (level 3). As at 31 December 2022, the negative interest on the cash in escrow amounts to EUR 69,746 presented as finance cost in the consolidated statement of comprehensive income.
11. CASH AND CASH EQUIVALENTS
Cash and cash equivalents as at 31 December 2022 amounts to EUR 1,188,802 (2021: EUR 140,177).
The fair value of cash and cash equivalents approximates its carrying value as at 31 December 2022 and 2021 (level 3).
12. ISSUED CAPITAL AND RESERVES
12.1 Share capital – Class B shares
On 31 December 2021, the subscribed share capital amounts to EUR 120,000, represented by 120,000 shares with the nominal value of EUR 1 each. As at 31 December 2021, the founder holds 120,000 class B shares of the Company.
Below are the subsequent movements in the account during the year:
a. On 21 January 2022, the 120,000 class B shares were converted into 2,666,667 class B1 shares,
1,333,333 class B2 shares, 1,333,333 class B3 shares and 1,333,333 class B4 shares without nominal value.
b. On 27 January 2022, the Company created class B5 shares and increased the share capital
through the issuance of 348,000 class B5 shares for an amount of EUR 3,480,000.
c. On 1 February 2022, the share capital was reduced by an amount of EUR 3,473,736 and
allocated such amount to the share premium account of the Company.
On the same date, the share capital was also reduced by an amount of EUR 6,000 through the redemption and cancellation of a total of 133.333 class B1 shares, 66.667 class B2 shares, 66.667 class B3 shares and 66.667 class B4 shares.
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GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
Subsequently, the share capital was increased through the issuance of 600 class B5 shares for a total of EUR 6,000 on which EUR 11 was allocated to the share capital and EUR 5,989 to the share premium.
d. On 2 February 2022, 150,150 class B5 shares were issued on which EUR 2,703 was allocated
to the share capital and EUR 1,496,303 was allocated to the share premium.
e. On 15 February 2022, the Company issued 219,348 class B shares divided in 81,336 class B1
shares, 40,666 class B2 shares, 40,666 class B3 shares, 40,666 class B4 shares and 16,014 class B5 shares on which EUR 3,948 was allocated to share capital and 159,772 was allocated to share premium.
As at 31 December 2022, the subscribed share capital amounts to EUR 126,926, represented by 7,051,430 class B shares. Out of the 7,051,430 class B shares, 514,764 class B5 shares were redeemable in connection with the Business Combination, subject to the articles of association. Therefore, at the issuance date of these class B5 shares, it was assessed that they do not meet the definition of an equity instrument as per IAS 32 and were classified as debt instruments. As the Company did not consummate the Business Combination, these class B5 shares are now presented as part of equity as at 31 December 2022.
The class B shares only have nominal economic rights (i.e., reimbursement of their par value, at best, in case of liquidation). The class B shares were not part of the contemplated Private Placement and are not listed on a stock exchange.
12.2 Share capital – Class A shares
Below are the movements in the account:
a. On 21 January 2022, the Company issued 200,000,000 redeemable class A shares with a par
value EUR 0.018. The total proceed is allocated to the share capital amounting to EUR 3,600,000. On the same date, these class A shares have been repurchased.
b. On 4 February 2022, the Company issued 20,000,000 redeemable class A shares with a par value
0.018, together with class A warrants (together, a “Unit”) for an aggregate price of EUR 10 per Unit, the nominal subscription price per class A warrant being EUR 0.01. The total proceeds allocated to class A shares, with the share premium amounts to EUR 190,041,343 after Private Placement costs of EUR 5,967,627.
c. On 15 February 2022, the Company redeemed 390,000 class A shares for EUR 7,020.
Because the class A shares are redeemable under certain conditions, the Board of Directors concluded that the class A shares do not meet the definition of an equity instrument as per IAS 32. Hence, the class A shares are classified as debt instruments (See Note 3).
Authorised capital
The authorised capital, excluding the issued share capital, is set at EUR 5,062,149, consisting of (i) 280,000,000 class A shares without nominal value, (ii) 1,230,502 class B shares without nominal value, divided into, (a) 318,664 class B1 shares without nominal value, (b) 159,334 class B2 shares without nominal value, (c) 159,334 class B3 shares without nominal value, (d) 159,334 class B4 shares without nominal value and (e) 433,836 class B5 shares without nominal value.
Legal reserves
The Company is required to allocate a minimum of 5% of its annual net profit to a legal reserve, until this reserve equals 10% of the subscribed share capital. This reserve may not be distributed.
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GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
Warrant reserve
Pursuant to Article 27 of the amended Articles of Association, the Board of Directors is required to create a specific reserve in respect of the exercise of any class A warrants or class B warrants issued by the Company (the "Warrant Reserve") and allocate and transfer sums contributed to the share premium and/or any other distributable reserve of the Company to such Warrant Reserve. The Board of Directors may, at any time, fully or partially convert amounts contributed to such Warrant Reserve to pay for the subscription price of any class A Shares to be issued further to an exercise of class A warrants or class B warrants issued by the Company. Only in case of failure by the Company to secure a Business Combination before the expiry of the Business Combination Deadline, the Warrant Reserve may be used for redemption of class A shares, in case where other available reserves are not sufficient. The Warrant Reserve is not distributable or convertible prior to the exercise, redemption or expiration of all outstanding class A warrants and class B warrants and may only be used to pay for the class A shares issued pursuant to the exercise of such class A warrants and class B warrants; thereupon, the Warrant Reserve will become a distributable reserve.
As at 31 December 2022, the Board has resolved to allocate EUR 277,000 to warrant reserve from the share premium.
13. WARRANTS
13.1 Class B warrants
| No. of class B | 31 December 2022 | 31 December 2021 | |
| warrants | |||
| EUR | EUR | ||
| Founder Capital At-Risk | 5,248,943 | - | - |
| Additional Founder Subscription | 12,257 | - | - |
| Overfunding Founder Subscription | 245,125 | - | - |
| Total | 5,506,325 | - | - |
On 2 February 2022, the Founder and the Company entered into a Founder Warrant Purchase Agreement. The Founder agreed, to initially subscribe to class B warrants as follows:
•
5,085,666 class B warrants at a price of EUR 1.50 per warrant or EUR 7,628,499 in total for the Founder Capital At-Risk. An additional 163,277 class B warrants for an amount of EUR 244,915 were subscribed in relation to greenshoe option.
•
11,875 class B warrants at a price of EUR 0.01 per warrant or EUR 119 in total for the Additional Founder Subscription. An additional 382 class B warrants for an amount of EUR 4 were subscribed in relation to greenshoe option.
•
237,500 class B warrants at a price of EUR 0.01 per warrant or EUR 2,375 in total for the Overfunding Founder Subscription. An additional 7,625 class B warrants for an amount of EUR 76 were subscribed in relation to greenshoe option.
The Founder Capital At-Risk is used to finance the Company’s working capital requirements and Private Placement and listing expenses, except for the deferred listing commission which will be paid from the escrow account. The Additional Founder Subscription is used to cover the negative interest on the escrow account. The Overfunding Founder Subscription was intended to provide additional funds to cover the liquidation of the Company after the expiry of the Business Combination Deadline or in case of redemptions of class A shares in the context of a Business Combination, for a redemption per class A share of up to (i) EUR 10.25 in case no extension has occurred, (ii) EUR 10.30 in case one extension has occurred and (iii) EUR 10.35 in case two extensions have occurred.
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GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
Each class B warrants entitles its holder to subscribe for one class A share, with a stated exercise price of EUR 11.50.
On the issue date, the fair value of class B warrants were determined to be EUR 1.91 per warrant using a combination of Monte Carlo and Binomial Tree valuation model (level 3). The breakdown are as follows:
•
Class B warrants issued as Founder Capital At-Risk is valued at EUR 10,025,481;
•
Class B warrants issued as Additional Founder Subscription is valued at EUR 23,411; and
•
Class B warrants issued as Overfunding Founder Subscription is valued at EUR 468,189.
The above valuation resulted in the recognition of a day-one loss of EUR 2,641,093.
As at 31 December 2022, considering the planned liquidation and the fact the Class B warrants expire worthless in such circumstances, the fair value of the 5,506,325 Class B warrants was set to nil (2021: nil).
In connection with the Company’s liquidation, the Group recognized a net gain of EUR 7,875,988 (including the reversal of the day-one loss of EUR 2,641,093) as at 31 December 2022 (2021: nil) on the cancellation of the liability in relation to the Class B warrants.
Class B warrants are identical to the class A warrants underlying the Units sold in the Private Placement, except that the class B warrants are not redeemable and may always be exercised on a cashless basis while held by the founder or their Permitted Transferees (defined in the prospectus). Class B warrants are not part of the Private Placement and are not listed on a stock exchange.
13.2 Class A warrants at fair value
On 4 February 2022, the Company issued 9,805,000 class A warrants (the “Class A warrants”) together with the class A shares (together, a “Unit”) for an aggregate price of EUR 10 per Unit, the nominal subscription price per Class A warrant being EUR 0.01. Hence, total proceeds in relation to the issue of the warrants amount to EUR 98,050. Class A warrants has International Securities Identification Number (“ISIN”) LU2437856854. Each Class A warrant entitles its holder to subscribe for one class A share, with a stated exercise price of EUR 11.50, subject to customary anti-dilution adjustments. Holders of Class A warrants can exercise the warrants on a cashless basis unless the Company elects to require exercise against payment in cash of the exercise price.
On the issue date, the fair value of Class A warrants was estimated at EUR 9,216,700 (EUR 0.94 per warrant) using a combination of Monte Carlo and Binomial Tree valuation model (level 3), resulting in the recognition of a day-one loss of EUR 9,118,650.
As at 31 December 2022, considering the planned liquidation and the fact the Class A warrants expire worthless in such circumstances, the fair value of Class A warrants was set to nil (2021: EUR nil).
In connection with the Company’s liquidation, the Group recognized a net gain of EUR 98,050 (including the reversal of the day-one loss of EUR 9,118,650) as at 31 December 2022 (2021: nil) on the cancellation of the liability in relation to the Class A warrants.
14. SHAREHOLDER LOAN
The Company, as borrower, concluded a loan agreement with the Founder, as the lender, with effect on 20 December 2021 (“Shareholder Loan”). It was agreed for the loan to be utilized for the purpose of financing third party costs and other working capital requirements until the intended Private Placement. A loan amount of up to EUR 2,000,000 has been granted to the Company. The loan bears annual interest rate of 2.00% and will continue to accrue until the Loan is fully repaid. The Shareholder
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GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
Loan will mature on the following business day one year after the end of the earlier of (i) 30 months following the Private Placement or (ii) three months after completion of the Business Combination.
The outstanding balance on the Shareholder Loan is EUR 15,882 as at 31 December 2022 (2021: EUR 316,298). The interest incurred on the Shareholder Loan for the year ended 31 December 2022 is EUR 15,882 (2021: EUR 208). The fair value of the Shareholder Loan approximates its carrying value as at 31 December 2022 and 2021 (level 3).
15. REDEEMABLE CLASS A SHARES
On 4 February 2022, the Company issued 20,000,000 class A shares (the “Class A shares”) with a par value of EUR 0.018, with ISIN code LU2434421173. The Class A shares are issued together with the Class A warrants (together, a “Unit”) for an aggregate price of EUR 10 per Unit. Holders of Class A shares are entitled to one vote for each share. On 15 February 2022, the Company redeemed EUR 390,000 Class A shares for an amount of EUR 7,020. On the issue date, the redeemable Class A shares is measured at amortised cost valued at EUR 190,034,323, net of transaction costs amounting to EUR 5,967,627.
Transaction costs are incremental costs that are directly attributable to the issuance of the Class A shares and its subsequent listing to the Euronext Amsterdam were deducted from its initial fair value. The transaction costs include listing fee, legal fees, audit fees, accounting and administration fees, agency fees and CSSF fees.
Class A Shareholders may request redemption of all or a portion of their Class A shares in connection with the Business Combination, subject to the conditions and procedures set forth in the Articles of Association. Class A shares will only be redeemed under the following conditions, (i) the Business Combination is approved by the general meeting of shareholders and subsequently consummated, (ii) a holder of Class A shares notifies the Company of its request to redeem a portion or all of its Class A shares in writing by completing a form approved by the Board of Directors for this purpose and such notification is received by the Company not earlier than the publication of the notice convening the general meeting of shareholders for the approval of the Business Combination and not later than 2 business days prior to the date of the general meeting of the Shareholders convened for the purpose of approving the Business Combination and (iii) the holder of Class A shares transfers its Class A shares to a depositary account specified by the Company.
Each Class A share that is redeemed shall be redeemed in cash for a price of EUR 10.25, but at no time more than an amount equal to the aggregate amount on deposit in the escrow account related to the proceeds from the Private Placement of the Class A shares and warrants, divided by the number of the then outstanding Class A Shares, subject to (i) the availability of sufficient amounts on the escrow account and (ii) sufficient distributable profits and reserves of the Company.
Because the Class A shares are redeemable under certain conditions, the Board of Directors concluded that the Class A shares do not meet the definition of an equity instrument as per IAS 32. Hence, the Class A shares are considered as debt instruments (See Note 3).
As at 31 December 2022, the amortized cost of the redeemable Class A shares amounts to EUR 201,002,500 after amortisation of EUR 10,968,177, being the remaining part of the transaction costs, to present these class A shares at their redemption value being their nominal value. This amortization is presented as part of finance cost in the consolidated statement of comprehensive income. As at 31 December 2022, the fair value of Redeemable Class A shares is equivalent to their carrying value (level 3) as at 31 December 2022, considering their future redemption in the context of the planned liquidation.
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GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
16. PROVISIONS
Provisions refers to costs expected to be incurred amounting to EUR 265,752 in relation to the Group’s operations and winding up which are uncertain as to their amount or timing of occurrence.
17. TRADE AND OTHER PAYABLES
Trade and other payables amount to EUR 2,318,979 as at 31 December 2022 (2021: EUR 536,313) of which EUR 385,499 refers to accrual of costs expected to be incurred for the winding up of the Company’s operations which amount and timing are known.
Trade and other payables are related to legal, liquidation costs and other services received by the Group. The carrying amounts of these approximate their settlement value (level 3) as at 31 December 2022 and 2021.
18. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group conducted no operations and currently generated no revenue. They do not have any foreign currency transactions. Hence currently the Group does not face foreign currency risks nor any interest rate risks as the financial instruments of the Group bear a fixed interest rate.
Liquidity risks
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Company has completed its Private Placement and listing on the Euronext Amsterdam. The proceeds from the Private Placement as well as the Additional Founder Subscription and Overfunding Founder Subscription is deposited in an escrow account. The amount held in the escrow account can only be released in connection with the completion of the Business Combination or the Company’s liquidation. As at 31 December 2022, the Board of Directors believes that the funds available to the Group outside of the secured deposit account are sufficient to pay costs and expenses incurred including the liquidation of costs to be incurred by the Group.
The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
| Less than 3 | 3 to 12 months | Total | |
| months | EUR | 31 December 2022 | |
| EUR | EUR | ||
| Shareholder loan | - | 15,882 | 15,882 |
| Payable to related parties | - | 679,802 | 679,802 |
| Redeemable Class A shares | - | 201,002,500 | 201,002,500 |
| Trade and other payables | 2,318,979 | - | 2,318,979 |
| 2,318,979 | 201,698,184 | 204,017,163 |
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GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
| Less than 3 | 3 to 12 | 1 to 5 | Total | |
| months | months | years | 31 December 2021 | |
| EUR | EUR | EUR | EUR | |
| Shareholder loan | - | - | 316,298 | 316,298 |
| Trade and other payables | 536,313 | - | - | 536,313 |
| 536,313 | - | 316,298 | 85,2611 |
Capital management
The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. In order to meet the capital management objective described above, the Group has raised funds through a Private Placement reserved to certain qualified investors inside and outside of the Netherlands, and had the Class A shares and Class A warrants issued in the context of this Private Placement admitted to listing and trading on the Euronext Amsterdam. The above-mentioned financial instruments issued as part of this Private Placement represent what the entity is managing as capital, although these instruments are considered as debt instruments from an accounting standpoint.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is currently exposed to credit risk from its financing activities, including deposits with banks and financial institutions. No specific counterparty risk is being assessed as cash and cash equivalents are mostly deposited with a P-1 (Moody’s) or A-2 (S&P’s) rated bank.
19. RELATED PARTIES DISCLOSURES
Parties are considered to be related if one party has the ability to control the other or exercise significant influence over the other party in making financial or operational decisions.
Terms and conditions of transactions with related parties
Receivable from related parties amounting to EUR 8,440 (2021: nil) relate to payments on behalf, of related entities. Likewise, the payable to related parties amount to EUR 679,802 (2021: nil) relate to payments made by related entities on behalf of the Group.
Please also see Note 14 for the remaining related party balances as at 31 December 2022 and 2021. There have been no guarantees provided or received for any related party receivables or payables as at 31 December 2022 and 2021.
Commitments with related parties
There are no commitments with related parties as at 31 December 2022 (2021: See Note 14).
Transactions with key management personnel
There are no advances or loans granted to members of the Board of Directors as at 31 December 2022 and 2021.
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GP Bullhound Acquisition I SE
Consolidated financial statements for the year ended 31 December 2022
20. COMMITMENTS AND CONTINGENCIES
The Group has no other commitments and contingencies as at 31 December 2022.
21. EVENTS AFTER THE REPORTING PERIOD
On 2 May 2023, the Company announced that it would not complete the Business Combination within the time period required by its articles of association. Accordingly, the Company intends to redeem all of its outstanding class A shares and thereafter will cease all operations except for those required to liquidate the Company in accordance with its articles of association and Luxembourg law.
There are no other events or conditions after the reporting period requiring disclosure in or adjustment to the consolidated financial statements other than those whose effects are already reflected in the financial statements.
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