Annual Report and Financial Statements
For the year ended 31 December 2022
1
Contents
Page
CHAIR’S REPORT
2
DIRECTORS’ REPORT
Overview of the Company
3
Business Environment
4
Risks and Uncertainties
5
Financial Review
8
The Board of Directors
9
Corporate Governance Report
12
Audit Committee Report
18
Directors’ Remuneration Report
20
Other Disclosures
21
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
22
FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
25
Consolidated Statement of Financial Position
26
Consolidated Statement of Changes in Equity
27
Consolidated Statement of Cash Flows
28
Notes to the Consolidated Financial Statements
29
Company Statement of Financial Position
49
Company Statement of Profit or Loss
50
Notes to the Company Financial Statements
51
OTHER INFORMATION
Shareholder Information
53
Company Information
53
INDEPENDENT AUDITOR’S REPORT
2
Chair’s Report
While global capital markets have struggled in the face of many challenges, it is encouraging to see that
climate transition investment surged to a new record in 2022. At the start of this year, Bloomberg New
Energy Finance reported that global investment had reached a total of $1.1 trillion in 2022 (up 31% from
$849 billion in 2021), as the energy crisis and policy action drove faster deployment of clean energy
technologies, especially renewables and electric vehicles. This has meant that CO2 emissions from energy
in 2022 grew only 1% on the previous year to 33.8 billion tonnes.
For the first time, investment in low-carbon technologies reached parity with capital deployed in support
of fossil fuels. Furthermore, demand-side climate transition investment at $561 billion exceeded for the
first time supply-side investment at $550 billion, with investment in electrified transport receiving nearly
as much capital as renewable energy.
BNEF’s data show that China was by far the leading destination for attracting energy transition investment,
accounting for $546 billion while the EU as a bloc came second at $141 billion. Investment in Europe was
led by Germany ($55 billion), France ($29 billion) and the UK ($28 billion).
Focusing back on our own business, the Climate Transition Capital team started the new year in a
promising position with an exclusive agreement to merge with an attractive target company. However,
the team was unable to steer this opportunity to a successful conclusion, despite everyone’s best efforts,
and has terminated the exclusivity. At the time of writing, the team continues to work through all of its
other potential opportunities.
The Company’s chances of concluding a successful transaction are partly a function of time and there is
now a very limited window remaining. Furthermore, the very difficult market conditions throughout 2022
have been further aggravated by the recent turmoil in the global banking system. In recognition of these
realities, some of the European SPACs that listed just weeks ahead of us have made the decision to go into
liquidation. We will continue to look at options with the remaining time available.
It is to be very much hoped that the global investor community can soon find the confidence and conviction
to sustain climate transition investments at the levels needed to secure net-zero, with all the social,
environmental and economic benefits that would bring.
Marieke Bax
Chair, Climate Transition Capital Acquisition I B.V.
3
Directors’ Report
OVERVIEW OF THE COMPANY AND THE GROUP
Climate Transition Capital Acquisition I B.V. (“CTCA1” or the “Company”) is a special purpose acquisition
company (SPAC) incorporated by Climate Transition Capital Sponsor I LLP (the “Sponsor”) for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar
business combination with or acquisition of a target business or entity (a “Business Combination”).
On 29 June 2021 the Company successfully completed a private placement of 19,000,000 “Units”, each
entitling the holder to one Ordinary Share and one-third of a Warrant, at a price of €10.00 per Unit raising
€190 million (the “Offering”). The resulting Units were admitted to listing and trading on Euronext
Amsterdam. During a “stabilisation period” which ended on 8 July 2021, 39,000 Units were repurchased
then cancelled leaving issued Units of 18,961,000 (entitling the holders to 18,961,000 Ordinary Shares and
6,320,333 Warrants). On 4 August 2021, 35 calendar days after the first day of trading, the Units split into
Ordinary Shares and Warrants which have been separately listed and traded on Euronext Amsterdam
since.
100% of the proceeds of the Offering plus €2 million to cover up to €2 million of negative interest (the
“Negative Interest Cover”) have been put into a bank account opened by Stichting Climate Transition
Capital Escrow (the “Foundation”) and held with ABN AMRO Bank N.V. in the Netherlands (the “Escrow
Account”). These amounts will only be released in accordance with the terms of an escrow agreement,
the key terms of which are summarised below.
• In the event of a Business Combination, the Company may use all or a substantial part of the
amounts held in the Escrow Account to:
o pay the consideration due for the Business Combination, the transaction costs associated with
the Business Combination and additional Offering underwriting fees due upon completion of a
Business Combination;
o repurchase Ordinary Shares in accordance with share repurchase arrangements detailed in the
Prospectus (see below);
o the Company may apply the balance of the cash, if any, released from the Escrow Account for
general corporate purposes of the target business, including for maintenance or expansion of
operations thereof.
• In the event no Business Combination completes within 24 months from the settlement date of 2
July 2021 (the “Business Combination Deadline”), the Company will use the amounts held in the
Escrow Account (minus any negative interest due in excess of €2 million) to repurchase Ordinary
Shares under the Share Repurchase Arrangement and otherwise, for those who do not elect to
participate in the Share Repurchase Arrangement, to distribute in accordance with the Liquidation
Waterfall.
The Foundation is ultimately controlled by the Company and is therefore its subsidiary. The Company and
the Foundation together comprise the “Group”.
More information about the Company, including the Company's Initial Public Offering Prospectus dated
23 June 2021 (the "Prospectus"), which was approved by the Dutch Authority for the Financial Markets,
the AFM, can be found on the Climate Transition Capital website:
https://climatetransitioncapital.com/investor-resources/
4
BUSINESS ENVIRONMENT
In December 2022, the European Council voted to adopt updated recommendations on travel to the EU
and free movement within it. Under these new recommendations, member states will no longer impose
any restrictions on travel on the grounds of public health. However, the recommendations keep a
number of safeguards in case of a deteriorating epidemiological situation.
This means in practical terms that the Company is no longer impacted by measures to minimise the
spread of COVID-19 and is now able to operate completely normally, and in particular, able to conduct
due diligence and meetings in-person.
The ongoing war in Ukraine, following Russia’s invasion last February, resulted in significant volatility and
uncertainty in the global financial and energy markets and this continued throughout 2022. It is
impossible to say how much longer this disruption will endure and for how long macroeconomic
conditions, confidence and demand will be impacted. That said, conditions are not expected to improve
in the near term.
The extent to which the war in Ukraine impacts the search for a Business Combination depends on
current and future developments, which are highly uncertain and cannot be predicted, including further
escalation of the conflict and the international response. Nonetheless, as the war in Ukraine continues,
or if other disruptive events continue or become worse within the period from the date of this Annual
Report until the Business Combination Deadline, the Company’s ability to complete a Business
Combination, or the operations of a target business with which the Company ultimately completes a
Business Combination, may be materially adversely affected.
Prior to a Business Combination, the Company will, in evaluating the risks associated with a target
business, seek (insofar as is possible) to take account of the financial and operational performance and
resilience of such target business in light of the war in Ukraine. The Company cannot, however, offer any
assurance that a business which has previously performed well would not be materially and adversely
affected by the continuance or further escalation of the conflict, or other global events.
The Company has so far been able to operate effectively, meeting with potential targets and advisors or
service providers by way of both video conferencing and in-person. Further, with European COVID-19
travel restrictions no longer in place, the Directors who are based outside the Netherlands are now able
to travel and meet in-person for Board meetings. These are now held in-person in the Netherlands with
the Directors attending in person as far as practicable in accordance with the Board Rules (as
summarised in the Corporate Governance Report).
5
RISKS AND UNCERTAINTIES
The Board is responsible for maintaining effective risk management and regularly reviews the Company’s
internal financial, compliance and operational processes and controls to ensure these are operating
properly and will make recommendations as appropriate. The Company's risk management objectives and
policies as disclosed in the Prospectus have been reviewed to take account of the Company’s current
situation and activities and ensure that appropriate risk mitigation measures are implemented to avoid or
mitigate risks whilst facilitating the Company’s strategic and commercial objectives. In the year ended 31
December 2022, no material issues have been identified in the Company’s risk management policies and
controls.
In accordance with Best Practice Provision 1.4.3 of the Dutch Corporate Governance Code, the Company’s
Board of Directors is of the opinion that to the best of its knowledge:
• the report provides sufficient insights into any failings in the effectiveness of the internal risk
management and control systems;
• the aforementioned systems provide reasonable assurance that the financial reporting does not
contain any material inaccuracies;
• based on the current state of affairs of the Company, it is justified that the financial reporting is
prepared on a going concern basis; and
• the report states those material risks and uncertainties that are relevant to the expectation of the
Company’s continuity for the period of twelve months after the preparation of the report.
Set out below is a summary of key risks that, alone or in combination with other events or circumstances,
could have a material adverse effect on the Company’s business, financial condition, results of operations
and prospects. In making the selection, the Company has considered circumstances such as the probability
of the risk materialising, the potential impact which the materialisation of the risk could have on the
Company’s business, financial condition and prospects, and the attention that management would, on the
basis of current expectations, have to devote to these risks if they were to materialise.
Although the Company believes that the risks and uncertainties described below are the material risks and
uncertainties concerning the Company, they are not the only risks and uncertainties relating to the
Company. Other risks, events, facts or circumstances not presently known to the Company, or that the
Company currently deems to be immaterial could, individually or cumulatively, prove to be important and
may have a significant negative impact on the Company’s business, financial condition, results of
operations and prospects. In particular, the Company has not identified its actual operational business yet,
which is detrimental to the Company’s ability to present all risk factors specific to the business or industry
in which the Company will become active following the Business Combination.
Strategic Risks
Detail
Likelihood
Impact
Measures
Risk of not
identifying or
completing a
Business
Combination
The Company has until 2 July
2023 to complete a Business
Combination. There is no
assurance that the Company
will identify or complete a
suitable Business Combination
opportunity by the Business
Combination Deadline, which
could result in a loss of part or
all of the Ordinary
Shareholders’ investment.
Medium
High
The Company has identified over 550
opportunities and has engaged in detailed
discussions / negotiations with several of
these. The latest of these only recently
ceased unsuccessfully. The Company still
believes it is possible to identify and agree a
Business Combination transaction for
shareholder approval in the limited time
remaining.
6
Dependency of
shareholder
returns on a
single target
business
The Company intends to
complete the Business
Combination with a single
target business or company,
meaning the Company’s
operations may depend on a
single business or company that
is likely to operate in a non-
diverse industry or segment of
an industry. This lack of
diversification may materially
negatively impact the
Company’s operations and
profitability.
Medium
High
As part of the Company’s opportunity
screening and investment criteria, the
Company is focussed on identifying
opportunities which have a clear route to
long-term shareholder value creation. There
can be no assurance, however, that after the
Business Combination the target business will
perform in accordance with business plan
expectations or that the Company will have
any influence over the target business or be
able to propose effective operational and
commercial strategies or other improvement
programmes for any target business in which
the Company acquires a stake and, to the
extent that such strategies are proposed,
there can be no assurance they will be
implemented effectively.
Operational
Risks
Detail
Likelihood
Impact
Measures
Dependency on
a small group of
individuals
The Company’s ability to
successfully complete the
Business Combination and to be
successful thereafter is
dependent upon, inter alia, a
small group of individuals
High
Low
The Company has a one-tier board, which
comprises highly experienced individuals with
complementary skillsets and expertise,
including executive directors (responsible for
the Company’s day-to-day management) and
non-executive directors, who supervise and
advise the executive directors. All of the
directors have a duty to the Company to
properly perform the duties assigned by each
member and to act in the Company’s
corporate interests. This is further mitigated
through the implementation of, and
compliance with, comprehensive corporate
governance procedures and controls.
Impact of
conflict in
Ukraine and
COVID-19
pandemic
The Company’s search for a
target business may be
adversely impacted by the
conflict in Ukraine, the
coronavirus (COVID-19)
pandemic and other adverse
global events
Medium
Medium
Please refer to the Business Environment
Report (p.10 above).
Directors’ time
commitments
Directors may allocate their
time to other businesses
leading to potential conflicts of
interest in their determination
as to how much time to devote
to the Company’s affairs, which
could have a negative impact
on the Company’s ability to
complete a Business
Combination and its operations
following the Business
Combination.
Low
Low
The Directors are a group of highly
experienced individuals, including three
executive directors (Joris Rademakers, Robin
Duggan and David Buzby) who are focussed
on the day-to-day management of the
Company and the identification of a target
business and agreement a Business
Combination. The Company is supported by
Climate Transition Capital (the Promoter) and
Climate Real Impact Solutions (the Strategic
Partner) together with suitably experienced
advisors and a consultancy agreement in
place with Climate Transition Capital LLP for
administrative, IT and support services, to
ensure that the Company has sufficient
resources to complete a Business
Combination.
7
Financial &
Legal Risks
Detail
Likelihood
Impact
Measures
Budget
The Company has a fixed
budget committed by the
Sponsor to cover running costs
related to the Business
Combination, such as legal,
financial and tax due diligence
costs, costs related to the share
purchase agreement and the
BC-EGM, together with Director
remuneration and salary costs.
Low
Low
Expenses for the period to date are lower
than the budget. The Company does not
currently expect to exceed the total available
budget, having negotiated low fixed fee
arrangements with advisors for ongoing
support. The Company also has the ability to
raise additional capital in the event that the
budget is exceeded.
Compliance
with laws
The Company is obliged to
comply with Dutch and EU
legislation, including financial
reporting, MAR and the Dutch
Corporate Governance Code.
Low
Low
The Company has implemented robust
policies and procedures and works closely
with its experienced legal and financial
advisors to ensure compliance.
Third Party
Claims
The Company is not party to
any claims by third parties but
may be in the future.
Low
High
There are no third-party claims, and the
Company does not currently expect any such
claims in the near future given the nature of
the Company’s business. In the event of a
claim, the Company would engage its
external legal counsel to provide legal
support.
8
FINANCIAL REVIEW
2022
2021
• Cash at bank
€1.4m
€2.4m
• Cash in Escrow Account
€190.5m
€191.3m
• Financial liability relating to Ordinary Shares
€188.9m
€181.5m
• Financial liability relating to Warrants
€8.8m
€7.9m
• Financial liability relating to Sponsor Warrants
€12.5m
€10.7m
• Closing price of Ordinary Shares on Euronext, Amsterdam
€9.85
€9.73
• Expenditure in period
€1.9m
€6.4m
• Net finance costs in period (mainly non-cash)
€10.2m
€3.9m
Administrative Expenses
Administrative expenses in 2022 were to €1.2m (2021: €2.7m).
While the Company expects that it will have enough funds available to operate until the Business
Combination Deadline, it may sell up to 2 million additional Sponsor Warrants to the Sponsor at a price of
€1.50 each to raise up to €3m of additional capital, provided that such issuance is done for a legitimate
business purpose (such as addressing any working capital requirements of the Company or financing any
costs in connection with the pursuit of a Business Combination).
Net Financial Costs
The Ordinary Shares are classified as financial liabilities measured at amortised cost and the Warrants
and Sponsor Warrants as derivative financial liabilities measured at fair value. All three instruments are
initially recognised at fair value. In the period the net financial costs totalled €10.2m (2021: €3.9m). The
main components of this were the effective interest (i.e. the amortised cost) on the Ordinary Share
financial liability of €7.4m (2021: €2.7m), charges of €2.7m (2021: €0.6m) in respect of the increases in
fair value of the Warrants and Sponsor Warrants, all of which are non-cash, and €0.1m (2021: €0.5 m) of
net negative interest on the Escrow Account.
Escrow Account
The only transactions on the Escrow Account during 2022 were negative interest charges totalling of €0.9m
and interest income of €0.1m.
9
THE BOARD OF DIRECTORS
As at the date of this Annual Report, the Board comprises the following members:
Name
Age
Position
Appointed to Board
Ms. Marieke Bax (Chair)
62
Non-Executive Director
2 July 2021
Mr. Shaun Kingsbury
56
Non-Executive Director
2 July 2021
Ms. Lisa McDermott
49
Non-Executive Director
2 July 2021
Mr. David Tuohy
52
Non-Executive Director
2 July 2021
Mr. David Buzby
63
Executive Director
2 July 2021
Mr. Robin Duggan
56
Executive Director
2 July 2021
Mr. Joris Rademakers
37
Executive Director
29 April 2021
Marieke Bax
Chairperson, Independent Non-Executive Director
Committee(s): Audit Committee (Chair), Disclosure Committee
Marieke has over ten years of experience as an international non-executive director and twenty years of
international executive experience across a broad range of sectors and companies. She is regarded as an
expert in corporate governance and a champion of board diversity.
Marieke currently serves as a non-executive director and Chair of the Audit Committee of InPost S.A., an
e-commerce logistics firm pioneering sustainable parcel delivery solutions that can reduce carbon
dioxide emissions by up to 95%. Her other non-executive appointments include the boards of Xior
Student Housing NV and Frontier Economics Limited, as well as serving as Chair of the Audit Committee
of Mediq N.V., a company providing healthcare solutions.
Shaun Kingsbury CBE
Non-Executive Director
Committee(s): Audit Committee, Investment Committee (Chair)
Disclosure Committee (Chair) (July 2021 – February 2022)
Shaun is CIO of Just Climate LLP, a climate-led investment business established by Generation
Investment Management LLP to focus on investments in hard to abate sectors and geographies. He is
also Chairman of CNG Fuels Ltd, the leading provider of biomethane for HGV transport in the UK, and
Chairman of Renewable Power Capital Limited, a company established by the Canadian Pension Plan
Investment Board to develop, build and operate wind and solar assets across Europe.
Shaun was the first CEO of the UK Green Investment Bank plc (GIB), the world’s first low carbon
investment bank. Shaun established the bank in 2012 with the backing of the UK Government, financing
over £12 billion of clean energy projects. He helped to establish the Green Bank Network, a club of the
world’s leading green banking institutions before stepping down upon the successful sale of the GIB in
August 2017 to Macquarie. Shaun was also the executive Chairman of the GIB’s Offshore Wind Fund,
which with £1.1 billion of assets under management, was Europe’s largest renewable energy fund upon
close. Prior to establishing GIB, Shaun was responsible for European activities at Hudson Clean Energy
Partners LP, a US clean energy firm.
Lisa McDermott
Independent Non-Executive Director
Lisa has over 24 years of experience as a banker and lawyer in the UK and the Netherlands. She is an
executive director in the project finance team at ABN AMRO N.V. in Amsterdam, where she leads the
bank’s European energy transition project financing activities.
10
She has previously held senior roles at Intertrust Group B.V. in the Netherlands, where she was Head of
the Financial Governance team, and Nomura International (Nomura Europe Holdings plc) and WestLB
A.G. in London, where Lisa was Head of the Structured Solutions Group and Head of the UK Structured
Projects team respectively.
David Tuohy
Independent Non-Executive Director
David has 30 years of international experience in cleantech, energy and telecoms most recently having
served as CEO of Connecthing International B.V., a technology-enabled company that operates the
leading energy switching platforms for third-party intermediaries in the Netherlands and Germany.
Previously he was a member of the executive team of Uplight, Inc. (formerly Tendril), a leading provider
of SaaS based energy efficiency and data analytics solutions for energy utilities and has held various
board and senior management positions at Hudson Clean Energy Partners LP, Eneco Groep
N.V., Vattenfall AB and Royal KPN N.V.
David Buzby
Executive Director
Committee(s): Investment Committee
David has over 30 years of experience in sustainability, renewable energy, and technology, forming
several billion-dollar public companies in the sustainability industry as well as raising over $1.5 billion of
co-investment from institutional investors.
David is Chair of the board of Stem, Inc., where he was a founding investor and has been a director since
2010. Stem is a leading energy storage/grid services company in North America, which completed a de-
SPAC merger with Star Peak Energy Transition Corp. in 2021. David is also on the boards of Spring Valley
Acquisition Corp. II, and Leading Edge Equipment Technologies, Inc., and serves on the investment
committee of PRIME Coalition, Inc. a venture philanthropy company, since 2016.
David has an MBA from Harvard Business School (1988) and a BA from Middlebury College (1982).
Robin Duggan
Executive Director
Committee(s): Investment Committee, Disclosure Committee (Chair) (February 2022 -Present)
Robin is an experienced private equity investor and business leader in the energy transition sector. Robin
was a founding Managing Director of Riverstone Europe LLP’s Renewable Energy investment team in
Europe which raised the world’s largest renewable energy fund, leading the investment of over
$1.3billion into clean energy projects for a 2x return. He served on Boards and led deal teams, launching
the first US clean energy Master Limited Partnership (Enviva Holdings GP, LLC), together with the first
clean energy exits to a Japanese investment house (Seajacks International Limited) and a Chinese OEM
(Velocita Energy Developments Limited).
He is currently Chairman of the Advisory Council of Camberwell Energy Ltd, an independent business
providing transformational development projects for customers in the renewable energy sector, and
Director of Meva Energy AB, an international renewable biomass business.
Joris Rademakers
Executive Director
Committee(s): Disclosure Committee, Investment Committee
Joris is an investor and company builder focused on the climate transition, investing growth equity to
11
scale businesses and enable their transition to lower-cost capital to maximise their impact. He has over
13 years of experience in clean energy as a finance and investment professional, having been involved in
launching a climate investment platform and creating, scaling-up and subsequently selling two
renewable energy platforms and a flexible generation business.
He was previously the Chief Investment Officer and Director of Forsa Energy Ltd, a European renewable
energy, flexible generation and energy storage investment vehicle funded by Riverstone’s multi-billion
dollar Renewable and Alternative Energy II fund, and Corporate Development & Strategy Director and
Finance Director of Velocita Energy Developments Ltd, Forsa Energy’s predecessor. Joris began his career
in M&A and corporate finance at Barclays Capital (Barclays plc).
Resignations during the year
On 5 September 2022, David Crane resigned as a non-executive director of the Company as he had
accepted a senior position within a US Government Department.
Board Meeting attendance
The Board of Directors met 10 times during the year with a meeting in each month except for July and
August. Details of the meetings attended during the financial year were as follows:
Director
Board Meetings attended
Marieke Bax - Chair
9
Shaun Kingsbury
10
Lisa McDermott
10
David Tuohy
10
David Buzby
10
Robin Duggan
10
Joris Rademakers
10
David Crane (resigned 5 Sept-22)
6
Total meetings during the year
10
12
CORPORATE GOVERNANCE REPORT
Corporate Governance Statement
The Company is committed to integrity, maintaining high standards of corporate governance to underpin
the Company’s values and enable delivery of shareholder value. To support this, policies and procedures
have been adopted to ensure fair and responsible practices are consistently adopted and any possible
breaches or issues may be navigated in the best interests of the Company and its shareholders. The Board
recognises that these policies and procedures need to be regularly reviewed and, as appropriate, updated.
The policies and procedures currently in place have been published on the Company’s website and include
a Code of Conduct, Board Rules, Audit Committee Rules, Whistleblowing Policy, Diversity Policy, Insider
Trading Policy, Related Party Transactions Policy, Remuneration Policy and Bilateral Contacts Policy.
Board Composition and Structure
The Company maintains a one-tier board which is composed of Executive Directors and Non-Executive
Directors. The Board currently consists of three Executive Directors and four Non-Executive Directors. Of
the Non-Executive Directors, Marieke Bax, David Tuohy and Lisa McDermott are based in the Netherlands
and qualify as independent in accordance with the Dutch Corporate Governance Code (the “Code”).
Directors are appointed for a period of four years.
In accordance with the Articles of Association (“Articles”), the Board has adopted rules governing the
Board’s principles and best practices, describing the duties, tasks, composition, procedures and decision
making of the Board as well as the supervising duties of the Non-Executive Directors.
Resolutions of the Board are adopted by unanimous vote where possible. Where this is not possible,
resolutions of the Board are adopted by a majority vote of the Directors present or represented.
Resolutions can only be adopted if at least five of the Directors are present or represented. Each Director
has one vote. A proposal is deemed rejected in case of a tie of votes within the Board.
In general, the Board meets monthly. Meetings are chaired from and take place in Amsterdam or such
other place in the Netherlands as the Directors agree. Insofar as practicable, Directors attend Board
meetings in person. Those Directors who are unable to join in person participate virtually by means of
videoconferencing.
The Articles provide that one Executive Director will be appointed by the General Meeting upon the
binding nomination of the Board. The General Meeting can reject the nomination by majority representing
at least two-thirds of the votes cast on the Ordinary Shares and the Sponsor Shares, representing more
than half of the issued capital of the Company. If the nomination is rejected with the requisite majority,
the Board will make a binding nomination of a different person. If the nomination is not rejected with the
requisite majority, the person nominated will be appointed.
The Articles provide that a director may be suspended or dismissed by the corporate body that appointed
such Director at any time. A resolution of the General Meeting to suspend or remove the Executive
Director it appointed other than pursuant to a proposal by the Board requires a majority representing at
least two-thirds of the votes cast on the Ordinary Shares and the Sponsor Shares, representing more than
half of the issued capital of the Company.
13
Committees of the Board
The Board may decide to install committees whenever it deems appropriate. The Board has installed the
following standing committees:
• Audit Committee – comprises Non-Executive Directors and meets whenever deemed necessary, but
not less than two times per year. Separate by-laws governing the Audit Committee have been adopted.
• Investment Committee - comprises Executive and Non-Executive Directors, together with one or more
observers. Its remit is to screen investment opportunities in connection with a Business Combination.
• Disclosure Committee - comprises Executive and Non-Executive Directors. Its remit is to assess
whether specific information falls within the scope of the definition of inside information as included
in the insider trading policy of the Company.
Diversity
The Dutch government adopted legislation in September 2021 requiring that one-third (rounded up) of
non-executives on boards of Dutch companies listed on a stock exchange in the EU be female. This gender
diversity quota applies to future appointments. The Company currently meets these gender diversity
requirements.
The Company recognises the benefits of having a diverse Board as an important element in maintaining a
competitive advantage and strives to meet a more balanced male/female ratio. CTCA1’s Diversity Policy
provides, when considering the appointment and reappointment of Non-Executive Directors, that a
diverse Board will include, and make use of, differences in the background, gender, geographical and
industry experience, skills and other distinctions between Non-Executive Directors. These factors will be
considered in determining the composition of the Board and, when possible, will be balanced
appropriately. Board appointments are made on merit, in the context of the diversity, experience,
independence, knowledge and skills the Board as a whole requires to be effective.
Limitation on Supervisory Positions
Dutch law restricts the number of non-executive or supervisory director positions persons can hold on the
boards of certain large Dutch companies. The Company does not currently qualify as a large company
under these provisions as, among other reasons, it has not yet prepared annual accounts covering two
years.
Mandatory Disclosures relating to the Board
During the last five years, none of the Directors, except as specifically mentioned otherwise: (i) has been
convicted of fraudulent offences; (ii) has served as a director or officer of any entity subject to bankruptcy
proceedings, receivership, liquidation or administration; or (iii) has been subject to any official public
incrimination and/or sanctions by statutory or regulatory authorities (including designated professional
bodies), or disqualification by a court from acting as a member of the administrative, management or
supervisory body of an issuer, or from acting in the management or conduct of the affairs of any issuer.
Mr David Tuohy previously served as a director of Wind Systems Holdings Coöperatief U.A. During Mr
Tuohy’s term this company was voluntarily liquidated. There were no legal proceedings and there are no
outstanding claims concerning this voluntary liquidation. All remaining proceeds were returned to the
shareholders and this company was deregistered in April 2021.
The Sponsor has the right to designate one or more Executive Directors and/or Non-Executive Directors.
Such Directors will be appointed upon the binding nomination by the Board by the meeting of Sponsor
shareholders as Executive Directors and Non-Executive Directors or as replacement for such members, in
which case the Sponsor has the right to designate for nomination and propose replacements for all
14
Executive Director positions, except for one Executive Director that will be appointed by the General
Meeting upon the binding nomination of the Board. Both the Board and the meeting of Sponsor
shareholders shall endeavour to ensure that at least 50% of the Non-Executive Directors is independent
within the meaning of the Code. Such designation right will expire if the Sponsor ceases to hold Sponsor
Shares. A designation right (if any) with respect to the Board after completion of a Business Combination
will be agreed upon by the Sponsor, the Company and the target business.
Dutch Corporate Governance Code
Prior to effecting a Business Combination, the Company is not involved in any activities other than a
Business Combination. The Company intends to tailor its compliance with the Code to the situation after
completion of a Business Combination and will, until such time, not comply with a number of the best
practice provisions. The current deviations from the Code provisions relating to the Board and its
committees are summarised below.
Best Practice Provision 2.3.4: Composition of the Committees:
Only one of the two Audit Committee members, being Marieke Bax, is independent within the meaning of
provision 2.1.8 of the Code. The Audit Committee members otherwise meet the Code requirements and
have been appointed based on their respective expertise and skillsets. The Company has every intention
of meeting this provision in full when next selecting and appointing Audit Committee members.
Best Practice Provision 2.3.10: Secretary to the Board
No Company secretary has been appointed. Until a Business Combination is completed, the Board has no
need for a secretary to the Board given the Company’s limited activities.
Best Practice Provision 3.3.3: Shares held by a non-executive Director in the company on whose Board
they serve should be long-term investments
The Sponsor Shares held (directly or indirectly) by the Non-Executive Directors, are not necessarily held as
long-term investments, as their investment horizon will be determined following completion of a Business
Combination. This is partly inherent in the fact that it is uncertain that the current Directors will remain
appointed as Directors of the Company after completion of a Business Combination. Furthermore, the
Company considers the fact that the Directors (directly or indirectly) hold securities which do not have a
strict long-term investment horizon to be in line with market practice for SPACs. The Company’s capital
structure, however, ensures that the interests of the Company’s promoters, members of the Board and
ordinary shareholders are aligned. The Sponsor Shares which have been issued are subject to a lock-up
undertaking which applies following conversion of such Sponsor Shares into Ordinary Shares in the capital
of the Company. With respect to the individual holdings of the Non-Executive Directors, no Non-Executive
Director individually holds (directly or indirectly) more than 1.3% of the issued share capital (excluding
shares held in treasury) of the Company such that no one Non-Executive Director may substantially
influence a vote on a proposed Business Combination. The Company further considers that its balanced
and highly experienced Board and committees, with robust processes and procedures in place, minimises
the risk of entering into an unfavourable Business Combination.
Best Practice Provision 4.3.3: Cancelling the Binding Nature of a Nomination
A general meeting of the Company may only pass a resolution to cancel the binding nature of the
nomination by the Board for the appointment of one Executive Director by majority representing at least
two-thirds of the votes cast on the Ordinary Shares and Sponsor Shares, representing more than half of
the issued capital of the Company. As the Company will not conduct any business prior to a Business
Combination being completed, the Company considers that a higher threshold is appropriate at this point
in time. The Board, together with the Company’s promoters and execution team, are aligned on
implementing a Business Combination within the time limits applicable under the Company’s prospectus
15
dated 23 June 2021. The Company intends to endeavour to comply fully with this provision following a
Business Combination.
Best Practice Provision 5.1.4: Composition of Committees
Whilst the Audit Committee comprises solely of Non-Executive Directors, the Chair of the Board also chairs
the Audit Committee. As the Company’s sole activity is pursuing a Business Combination and given Ms
Bax’s significant expertise of acting as a non-executive and chairing audit committees, Ms Bax is best
placed to assume this role. The Company will endeavour to fully comply with this provision when new
Audit Committee members are appointed.
Conflicts of Interest; Other Information
Dutch law prohibits a director from participating in the deliberation or decision-making of a board
resolution if he or she has a direct or indirect personal interest conflicting with the interests of the
Company and its business. A conflict of interest exists in any event if, in the situation at hand, the director
is deemed unable to serve the interests of the Company and its business with the required level of integrity
and objectivity.
The Articles and the Board Rules require each Director to immediately report any actual or potential
personal conflict of interest concerning him or herself or any other Director to the Chair of the Board and
to the other Directors, and to provide all information relevant to the conflict. The Board must then
determine whether it qualifies as a conflict of interest, in which case the conflicted Director may not
participate in the decision-making and deliberation process on the relevant topic. If all Directors are
conflicted and as a consequence no resolution can be adopted by the Board, the resolution may still be
adopted by the Board.
Non-compliance with the provisions on conflicts of interest may render the resolution voidable
(vernietigbaar) and a non-complying Director may be held liable towards the Company. As a general rule,
the existence of a (potential) conflict of interest does not affect the authority to represent the Company
and would therefore not affect the validity of contracts entered into by the Company.
The following circumstances could lead to a potential conflict of interest for the Directors:
• Marieke Bax, David Tuohy, and Lisa McDermott directly hold 25,000, 20,000 and 20,000 Sponsor
Shares, respectively. Such securities may incentivise them to focus on completing a Business
Combination rather than on critical selection of a best possible target business and the negotiation of
favourable terms for the transaction. If the EGM would approve a Business Combination proposed by
the Directors, despite this Business Combination not having been subject to either a critical selection
or based on unfavourable terms to the Company and its shareholders, the effective return for such
shareholders after completing a Business Combination may be low or non-existent;
• The Company’s Promoter, Climate Transition Capital (CTC), and its Strategic Partner, Climate Real
Investment Solutions (CRIS), hold Sponsor Shares via the Sponsor, which may incentivise it (and the
Directors affiliated therewith) to initially focus on completing a Business Combination rather than on
critical selection of a feasible target business and the negotiation of favourable terms for the
transaction. In the long-term, however, CTC and CRIS are aligned in pursuing a favourable business
combination as they are more likely to benefit from their Sponsor Shares and related conversion rights
if the acquired target business performs well and is integrated in the Company in a manner that is
beneficial from a commercial, legal and tax perspective to the Company and all its shareholders;
• The Sponsor and the Directors and their affiliated entities will be free to pursue, for their own account,
any investments or business combination opportunities, some of which may overlap with
16
opportunities that are suitable for the Company as a Business Combination without being required to
present such opportunities to the Board. This overlap could create conflicts of interest, such as in
determining to which entity a particular investment opportunity should be presented. These conflicts
may not be resolved in favour of the Company and a potential target business may be presented to
another entity affiliated with the Sponsor or the Directors;
• Directors are not required to commit their full time to the Company’s affairs. They may allocate their
time to other businesses because they might have an interest therein, leading to potential conflicts of
interest in their determination as to how much time to devote to the Company’s affairs (and indirectly
the shareholders), which could have a negative impact on the Company’s ability to complete a
Business Combination. As a consequence, the Company may be unable to complete a Business
Combination or, when it does, the effective return for Shareholders may be low or non-existent;
• One or more of the Directors may negotiate employment or a consultancy arrangement with a target
business in connection with a particular Business Combination. Such negotiations would take place
simultaneously with the negotiation of a Business Combination and may provide for them to receive
compensation following such Business Combination. This may cause them to have conflicts of interest
in determining whether a particular proposed Business Combination is the most advantageous for the
Company and thereby the shareholders, as the personal and financial interests of such Directors may
influence their decisions in identifying and selecting a target business; and
• Joris Rademakers and David Buzby are also appointed as members of the Sponsor’s board. This may
give rise to conflicts of interests in determining whether a particular proposed Business Combination
is the most advantageous for the Company and thereby the shareholders, as the Sponsor (and the
directors affiliated therewith) may be incentivised to initially focus on completing a Business
Combination rather than on critical selection of a feasible target business and the negotiation of
favourable terms for the transaction.
The Board Rules further provide that the Board will not propose a Business Combination to the EGM where
the target business is affiliated with the Sponsor, promoter, strategic partner or Directors or their
respective affiliates, unless a fairness opinion from a reputable independent investment bank is obtained
that the purchase consideration is fair, from a financial point of view to the ordinary shareholders of the
Company.
There are no other potential conflicts of interest between the private interests or other duties of the
members of the Board vis-à-vis the interests of the Company. There is no family relationship between any
Director or Audit Committee member.
Liability and Insurance
Under Dutch law, a Board member may be liable to the Company for damages in the event of improper or
negligent performance of their duties. They may be jointly and severally liable for damages towards the
Company for infringement of the Articles or of certain provisions of the Dutch Civil Code (Burgerlijk
Wetboek). In addition, they may be liable towards third parties for infringement of certain provisions of
the Dutch Civil Code. In certain circumstances, they may also incur additional specific civil, administrative
and criminal liabilities. Directors and the audit committee of the Company are insured under an insurance
policy against damages resulting from their conduct when acting in their capacities as such members or
officers.
17
Indemnification
The Articles provide for an indemnity for the Executive and Non-Executive Directors. Subject to Dutch law
and not in any case of wilful misconduct or gross negligence (opzet of grove nalatigheid), every person
who is or formerly was a Director shall be indemnified out of the assets of the Company against all costs,
charges, losses and liabilities incurred by such Director in the proper execution of their duties or the proper
exercise of his or her powers in any such capacities in the Company including, without limitation, a liability
incurred in defending proceedings in which judgment is given in such Director’s favour or in which he or
she is acquitted, or which are otherwise disposed of without a finding or admission of material breach of
duty on his/her part.
18
AUDIT COMMITTEE REPORT
The Audit Committee is a standing committee of the Board consisting of at least two members. The
members of the Audit Committee are appointed, and may be replaced at any time, by the Board. The
Board appoints the Audit Committee Chair.
The members of the Audit Committee are Marieke Bax as Chair and Shaun Kingsbury. The Board is satisfied
that at least one member of the Audit Committee, Marieke Bax, has recent and relevant financial
experience.
Meetings
The Audit Committee met three times during the year to review and approve both the 2021 Annual Report
and Financial Statements and the 2022 Interim Report prior to them being presented to the Board for
approval. Only members of the committee have the right to attend the meetings of the committee,
however the committee can invite other Directors, individuals from the Company’s advisers and
representatives of the external auditors to attend its meetings.
Details of the meetings attended during the financial year were as follows:
Director
Audit Committees
attended
Marieke Bax - Chair
3
Shaun Kingsbury
3
Lisa McDermott
1*
David Tuohy
1*
Robin Duggan
2*
Joris Rademakers
1*
Total meetings during the year
3
* Invitee
Role
The core terms of reference of the Audit Committee include reviewing and reporting to the Board on
matters relating to:
• the audit plans of the external auditors;
• the Company’s overall framework for financial reporting and internal controls;
• the Company’s overall framework for risk management;
• the accounting policies and practices of the Company; and
• the annual and interim financial reporting carried out by the Company.
The committee is responsible for notifying the Board of any significant concerns that the external auditors
may have arising from their audit work, any matters which may materially affect or impair the
independence of the external auditors, any significant deficiencies or material weaknesses in the design
or operation of the Company’s internal controls and any serious issues of non-compliance. No such
concerns were identified during the financial period.
19
Key matters considered by the committee
During the year, the issues considered by the committee both during and outside formal committee
meetings included:
• Company financial disclosures and accounting matters including accounting treatment and
valuation of the Company’s financial instruments and going concern;
• audit plan of the external auditors for the 2022 financial year;
• reports of the external auditors concerning its audit and review of the financial statements of the
Company;
• 2021 Annual Report and Financial Statements and 2022 Interim Financial Report;
• external auditors’ fees; and
• auditor independence and objectivity.
Internal audit function
The Company does not have an internal audit function, which has been considered unnecessary due to
the nature of the Company as a SPAC. The need for an internal audit function is reviewed periodically by
the Audit Committee.
External auditors
The Company’s external auditor, Deloitte Accountants B.V. (“Deloitte” or “External Auditor”), was
appointed as of incorporation of the Company. The External Auditor reports to the Committee on the
actions taken to comply with professional and regulatory requirements and with best practice designed to
ensure its independence. The performance of the External Auditor is reviewed by the Audit Committee on
an annual basis through a qualitative assessment of the services provided against the agreed audit plan
and taking account of feedback received from management. Following this review, the Audit Committee
is satisfied that the external audit process operates effectively.
20
DIRECTORS REMUNERATION REPORT
The Company’s policy is to remunerate directors fairly for their contribution and role within the Company.
The table below shows the remuneration paid to the Directors in the year ended 31 December 2022.
Name
Position
Fees
2022
2021
Marieke Bax
Non-executive Director
€25,000
€12,405
Shaun Kingsbury
Non-executive Director
€50,000
€24,811
Lisa McDermott
Non-executive Director
€20,000
€9,924
David Tuohy
Non-executive Director
€20,000
€9,924
David Buzby
Executive Director
€75,000
€37,216
Robin Duggan
Executive Director
€75,000
€37,216
Joris Rademakers
Executive Director
€100,000
€50,000
David Crane (
resigned 5 Sept-22)
Non-executive Director
€33,902
€24,811
Except for Joris Rademakers, the Directors did not receive, nor are entitled to, any other benefits or
annual bonuses. In 2022, Joris Rademakers received other benefits with a value of €35,747. In 2021 Joris
Rademakers was reimbursed €51,234 of costs related to his relocation to the Netherlands.
All Executive Directors have entered into management agreements with the Company.
Notice Period and Severance
The management agreements, other than the agreement for Joris Rademakers, do not contain any
severance arrangements or notice periods.
Joris Rademakers’s agreement has a notice period of six months for the Company and three months for
the Executive Director. If his agreement is terminated early by the Company, other than for urgent cause
or serious culpable or negligent behaviour, he is entitled to a one-off severance payment equal to six
monthly fees subject to relevant withholding of taxes.
Directors’ Interests in the Financial Instruments of the Company
The Directors’ interests in the financial instruments of the Company at the year-end were:
Director
Sponsor Shares
Sponsor
Warrants
Number
Percentage*
Number
David Buzby (held via the Sponsor)
437,501
1.8%
573,963
Robin Duggan (held via the Sponsor)
256,974
1.1%
337,128
Joris Rademakers (held via the Sponsor)
120,945
0.5%
158,669
Marieke Bax
25,000
0.1%
-
Shaun Kingsbury (held via the Sponsor)
237,477
1.0%
311,549
David Tuohy
20,000
0.1%
-
Lisa McDermott
20,000
0.1%
-
*Percentage of issued share capital excluding shares held in treasury.
21
OTHER DISCLOSURES
Related Party Transactions
The Sponsor
The Sponsor (Climate Transition Sponsor I LLP) holds 19.73% of the issued share capital of the Company
and the following Directors are members in entities which are members of the Sponsor.
Name
Position
Shaun Kingsbury
Non-executive Director
David Buzby
Executive Director
Robin Duggan
Executive Director
Joris Rademakers
Executive Director
The Sponsor is therefore considered to be a related party.
On 29 April 2021 the Sponsor subscribed for 100 Sponsor Shares for cash at an issue price of €0.01 on
incorporation of the Company.
On 19 May 2021, the Sponsor subscribed for 5,056,136 additional Sponsor Shares for cash at an issue
price of €0.01.
On 2 July 2021 the Sponsor acquired 6,770,834 Sponsor Warrants from the Company for a consideration
of €10,156,251.
On 20 August 2021 the Sponsor acquired 197,565 Sponsor Warrants from the Company for a
consideration of €296,348.
On 20 August 2021 380,986 Sponsor Shares were cancelled and €3,810 refunded to the Sponsor. This
reduced the issued Sponsor Shares to 4,740,250, 25% of the final 18,961,000 of Units issued in the
Offering.
Climate Transition Capital LLP (“CTC LLP”)
Prior to the Business Combination, CTC LLP, of which Robin Duggan (Executive Director) is a designated
member, is entitled to periodical payments of service fees by the Company via a consultancy agreement
between CTC LLP and the Company for the provision of administrative, IT and support services provided
by CTC LLP to the Company during the set-up and Offering process and subsequently to (eventually)
identify potential target businesses for the Company (the “Service Fees”). The Service Fees charged during
the year were €171k (2021: €58k in respect of the set-up and IPO process and €106k for ongoing support).
22
Statement of Directors’ Responsibilities in respect of the Financial Statements
The Directors are responsible for preparing the Company’s Annual Report. The Company’s Annual Report
comprises the Directors’ Report and the Company’s Financial Statements. The Directors are responsible
for preparing the Annual Report in accordance with applicable law and regulations. The Directors are
required by law to prepare the Annual Report for each financial year. The Directors have prepared the
Annual Report in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the
European Union and the relevant provisions of the Dutch Civil Code. The Directors must not approve the
Annual Report unless they are satisfied that it gives a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that period. In preparing the Annual Report, the
Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable IFRS as adopted by the European Union and the relevant provisions of the
Dutch Civil Code have been followed, subject to any material departures disclosed and explained in
the Annual Report; and
• prepare the Annual Report on the going concern basis, unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose, with reasonable accuracy at any time, the financial
position of the Company and enable them to ensure that the Annual Report complies with applicable law.
The Directors have assessed whether the risk assessment executed showed any material failings in the
effectiveness of the Company’s internal risk management and control systems. Though such systems are
designed to manage and control risks, they can provide reasonable, but not absolute, assurance against
material misstatements. Based on this assessment, to the best of our knowledge and belief, no material
failings of the effectiveness of the Company’s internal risk management and control systems occurred and
the internal risk and control systems provides reasonable assurance that the 2022 financial statements do
not contain any errors of material importance.
With reference to section 5.25c paragraph 2c of the Dutch Act on Supervision, each of the Directors, whose
names and functions are listed in the Board of Directors section, confirm that, to the best of their
knowledge:
• the Company’s financial statements which have been prepared in accordance with IFRS as adopted
by the European Union and the relevant provisions of the Dutch Civil Code, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the Company;
• the Directors’ Report gives a true and fair view on the situation on the balance sheet date, the
development and performance of the business and the position of the Company of which the financial
information is included in the Directors’ Report and includes a description of the principal risks and
uncertainties that the Company faces; and
• having taken all matters considered by the Board and brought to the attention of the Board during
the financial year into account, the Directors consider that the Annual Report, taken as a whole is fair,
balanced and understandable. The Directors believe that the disclosures set out in the Annual Report
provide the information necessary for shareholders to assess the Company’s position, performance,
business model and strategy.
23
After conducting a review of management analysis, the Directors have reasonable expectation that the
Company has adequate resources to continue in operational existence for the foreseeable future. For this
reason, the Directors consider it appropriate to adopt the going-concern basis in preparing the Annual
Report.
Signed on behalf of the Board of Climate Transition Capital Acquisition I B.V. on 13 April 2023 by:
Mr. David Buzby Mr. Robin Duggan Mr. Joris Rademakers
Executive Director Executive Director Executive Director
24
Climate Transition Capital Acquisition I B.V.
Financial Statements
For the year ended 31 December 2022
25
Consolidated Statement Profit or Loss and Other Comprehensive Income
29 April 2021 -
2022
31 Dec. 2021
Notes
€'000
€'000
Administrative expenses
6
(1,201 )
(2,678 )
Operating loss
(1,201 )
(2,678 )
Finance income
9
Finance costs
9
(10,806 )
(3,938 )
Net finance costs
(10,208 )
(3,922 )
Loss before tax
(11,409 )
(6,600 )
Income tax expense
10
Loss for the period
(11,409 )
(6,600 )
Other comprehensive result for the period
Total comprehensive loss for the period
(11,409 )
(6,600 )
Basic loss per share
11
-€0.481
-€0.281
Diluted loss per share
11
-€0.481
-€0.281
The above statement of consolidated comprehensive income should be read in conjunction with the
accompanying notes.
26
Consolidated Statement of Financial Position
31 Dec. 2022
31 Dec. 2021
Notes
€'000
€'000
Assets
Current assets
Other receivables
12
Cash and cash equivalents
13
Total current assets
Total assets
Equity
Share capital
5.1
Accumulated deficit
(18,009 )
(6,600 )
Total equity
(17,962 )
(6,553 )
Liabilities
Non-current liabilities
Ord. Shares subsequently measured at amortised cost
5.2
Warrants measured at FVTPL
1
5.2
Sponsor Warrants measured at FVTPL
1
5.3
Total non-current liabilities
Current liabilities
Ord. Shares subsequently measured at amortised cost
5.2
Warrants measured at FVTPL
1
5.2
Sponsor Warrants measured at FVTPL
1
5.3
Other payables
14
Total current liabilities
Total liabilities
Total equity and liabilities
1
FVTPL – fair value through profit or loss
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
Mr. David Buzby Mr. Robin Duggan Mr. Joris Rademakers
Executive Director Executive Director Executive Director
27
Consolidated Statement of Changes in Equity
Share
capital
Accumulated
deficit
Total Equity
Notes
€'000
€'000
€'000
Balance at 1 January 2022
(6,600 )
(6,553 )
Total comprehensive loss
Loss for the period
(11,409 )
(11,409 )
Total comprehensive loss for the period
(11,409 )
(11,409 )
Balance at 31 December 2022
(18,009 )
(17,962 )
Balance at incorporation on 29 April 2021
Total comprehensive loss
Loss for the period
(6,600 )
(6,600 )
Total comprehensive loss for the period
(6,600 )
(6,600 )
Transactions with owners, recorded
directly in equity
Contributions and distributions:
Shares issued
5.1
Shares cancelled
5.1
(4 )
(4 )
Total contributions and distributions
Total transactions with owners of the
Company
Balance at 31 December 2021
(6,600 )
(6,553 )
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
28
Consolidated Statement of Cash Flows
2022
29 April 2021 -
31 Dec. 2021
€'000
€'000
Cash flows from operating activities
Loss before income tax
(11,409 )
(6,600 )
Adjustments for:
Net finance costs
Decrease/(increase) in other receivables
(268 )
Increase in other payables
Interest income received
Negative interest paid
(940 )
(274 )
Net cash from operating activities
(1,879 )
(3,093 )
Cash flows from investing activities
Net cash from investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Repayment on cancellation of share capital
(4 )
Proceeds from issue of Units
Cost associated with issue of Units
(3,318 )
Proceeds from issue of Sponsor Warrants
Income from trading during stabilisation period
Net cash flow from financing activities
Net (decrease)/increase in cash and cash equivalents
(1,879 )
Net cash and cash equivalents at start of period
Net cash and cash equivalents at period end
The above consolidated statement of cash flows should be read in conjunction with the accompanying
notes.
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
Climate Transition Capital Acquisition I B.V.
Company Financial Statements
For the year ended 31 December 2022
49
Company Statement of Financial Position
After appropriation of result
31 Dec. 2022
31 Dec. 2021
Notes
€'000
€'000
Assets
Current assets
Other receivables
3
191,134
191,612
Cash and cash equivalents
1,366
2,370
Total current assets
192,500
193,982
Total assets
192,500
193,982
Equity
Share capital
4
47
47
Retained earnings
(18,009)
(6,600)
Total equity
(17,692)
(6,553)
Liabilities
Non-current Liabilities
Ord. Shares subsequently measured at amortised cost
4
-
181,497
Warrants measured at FVTPL
1
4
-
7,900
Sponsor Warrants measured at FVTPL
1
4
-
10,731
Total non-current liabilities
-
200,128
Current Liabilities
Ord. Shares subsequently measured at amortised cost
4
188,931
-
Warrants measured at FVTPL
1
4
8,785
-
Sponsor Warrants measured at FVTPL
1
4
12,543
-
Other payables
5
203
407
Total current liabilities
210,642
407
Total liabilities
210,642
200,535
Total equity and liabilities
192,500
193,982
The above company statement of financial position should be read in conjunction with the accompanying
Notes to the Company Financial Statements.
1
FVTPL – fair value through profit or loss
These Financial Statements were approved by the Board of Directors and authorised for issue on 13 April
2023. They were signed on its behalf by:
Mr. David Buzby Mr. Robin Duggan Mr. Joris Rademakers
Executive Director Executive Director Executive Director
50
Company Statement of Profit or Loss
29 April 2021 -
2022
31 Dec. 2021
Administrative expenses
(1,201)
(2,678)
Operating loss
(1,201)
(2,678)
Finance income
598
16
Finance costs
(10,806)
(3,938)
Net finance costs
(10,208)
(3,922)
Loss before tax
(11,409)
(6,600)
Income tax expense
-
-
Loss for the period
(11,409)
(6,600)
There is no difference between the line items in Company Statement of Profit or Loss and the
Consolidated Statement of Profit or Loss and Other Comprehensive Income so the former should be read
in conjunction with the Notes to the Consolidated Financial Statements referenced in the latter.
51
Notes to the Company Financial Statements
1. General
The company financial statements are part of the consolidated financial statements of Climate Transition
Capital Acquisition I B.V.
2. Basis of preparation
The company financial statements of Climate Transition Capital Acquisition I B.V. have been prepared in
accordance with Part 9, Book 2 of the Dutch Civil Code. In accordance with article 362 of Book 2 of the
Dutch Civil Code, the Company financial statements are prepared on the same basis as the consolidated
financial statements as set out in note 2 to the consolidated financial statements.
The company financial statements of Climate Transition Capital Acquisition I B.V. should be read in
conjunction with the consolidated financial statements.
3. Other receivables
31 Dec. 2022
31 Dec. 2021
€'000
€'000
VAT receivable
25
268
Accrued interest income
535
-
Prepayments
105
-
Receivable from Stichting Climate Transition Capital Escrow
190,469
191,344
Total other receivables
191,134
191,612
The proceeds of the Offering plus €2 million of negative interest cover have been deposited in a bank
account held by the Stichting Climate Transition Capital Escrow (the “Foundation”). These amounts will
only be released in accordance with the terms of an escrow agreement between the Company, Intertrust
Escrow and Settlements B.V. and the Foundation.
The Company eliminates any expected credit losses on intercompany loans or receivables against the
book value of the intercompany loan or receivable in accordance with Directive 100.107a of the Dutch
Accounting Standards Board.
4. Share capital and warrants
Details of the Company’s share capital and warrants and their accounting treatment is fully explained in
Note 5 to the Consolidated Financial Statements.
5. Other payables
31 Dec. 2022
31 Dec. 2021
€'000
€'000
Employee benefit obligations
35
6
Accrued interest
15
280
Other accruals
153
121
Total other payables
203
407
6. Related party transactions
Details of related party transactions are included Note 17 to the Consolidated Financial Statements.
52
7. Events occurring after the reporting period
There were no reportable events after the accounting period.
53
Other Information
Shareholder Information
Registrar services
Queries in relation to shareholdings through Euronext should be directed to the Company’s Euronext
Listing and Paying Agent, ABN AMRO Bank N.V. who can be contacted at
as.exchange.agency@nl.abnamro.com
.
Website
Shareholders are encouraged to visit our website, which has further information about the Company and
the Climate Transition Capital mission and team. https://climatetransitioncapital.com/
There is a section on our website designed specifically for CTCA1 investors. It includes press releases,
reports (including this Annual Report), and other Company documents.
https://climatetransitioncapital.com/investor-resources/
Financial calendar
June 2023
Annual General Meeting (date to be announced)
For updates to the calendar during the year, please visit the CTCA1 website page:
https://climatetransitioncapital.com/investor-resources/
Company Information
Phone: +31 20 262 02 30
Email: info@climatetransitioncapital.com
Address: Climate Transition Capital Acquisition I B.V.
Basisweg 10
1043 AP Amsterdam
The Netherlands
Independent Auditor
Deloitte Accountants B.V.
Corporate advisers
Principal bankers: ABN AMRO Bank N.V.
Euronext listing and paying agent: ABN AMRO Bank N.V.
Solicitors: Allen & Overy LLP
Escrow agent: InterTrust Escrow & Settlements B.V.
Company administrators: InterTrust (Netherlands) B.V.
Deloitte Accountants B.V.
Professional
Practice Department Audit
Wilhelminakade 1
3072 AP Rotterdam
P.O.Box 2031
3000 CA Rotterdam
Netherlands
Tel: +31 (0)88 288 2888
Fax: +31 (0)88 288 9924
www.deloitte.nl
Independent auditor's report
To the shareholders and the Board of Climate Transition Capital Acquisition I B.V.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2022 INCLUDED IN
THE ANNUAL REPORT
Our opinion
We have audited the financial statements 2022 of Climate Transition Capital Acquisition I B.V., based in
Amsterdam. The financial statements comprise the consolidated financial statements and the Company
financial statements.
In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the financial
position of Climate Transition Capital Acquisition I B.V. as at December 31, 2022, and of its result
and its cash flows for the year ended December 31, 2022 in accordance with International Financial
Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the
Dutch Civil Code.
• The accompanying Company financial statements give a true and fair view of the financial position
of Climate Transition Capital Acquisition I B.V. as at December 31, 2022, and of its result for the
year ended December 31, 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. The consolidated statement of financial position as at December 31, 2022.
2. The consolidated statement profit or loss and other comprehensive income, consolidated statement
of changes in equity and consolidated statement of cash flows for the year ended December
31,2022.
3. The notes comprising a summary of the significant accounting policies and other explanatory
information.
The financial statements comprise:
1. The Company statement of financial position as at December 31, 2022.
2. The Company statement of profit or loss for the year ended December 31, 2022.
3. The notes comprising a summary of the accounting policies and other explanatory information.
Deloitte Accountants B.V. is registered with the Trade Register of the Chamber of Commerce and Industry in Rotterdam number
24362853. Deloitte Accountants B.V. is a Netherlands affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the "Our responsibilities for the audit of
the financial statements" section of our report.
We are independent of Climate Transition Capital Acquisition I B.V. in accordance with the EU Regulation
on specific requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid
van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation
with respect to independence) and other relevant independence regulations in the Netherlands.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA,
Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Emphasize of Matter on Material uncertainty related to going concern
The Board has assessed the going concern assumption, as part of the preparation of the consolidated
financial statements, and disclosed this in the Financial Statements (note 2.2 Going Concern). The Board
states that if the Company does not complete a business combination within 24 months after the
settlement of the offering (July 2, 2023), the Ordinary Shares and Warrants will be delisted and the
company must be dissolved and liquidated. The Board indicates this is a material uncertainty, which may
cast significant doubt about the ability to continue as a going concern.
We have obtained this management’s assessment. As part of our procedures, we have evaluated the
Company’s budget and considered the fact that upon preparation of the financial statement no proposed
Business Combination has been agreed nor communicated. This management assessment indicates the
existence of a material uncertainty which may cast significant doubt about the Company’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
We have outlined the responsibilities of the Board and ourselves in the “Description of responsibilities
regarding the financial statements” section further below.
Emphasis of Matter on Uncertainty of Valuation of Warrants
In disclosure note 5.2 and 5.3 management elaborated on the valuation of the Warrants and the
Sponsor Warrants. The absence of active market data requires management to calculate the value of the
instruments based on a mathematical valuation model. The model applied is common and general
accepted valuation methodology used for the valuation of these financial instruments. Management has
added sensitivity analyses on the impact of the main assumptions that are used as input variable in a
valuation model. From the sensitivity analyses as disclosed by management it appears that the values of
the warrants are highly sensitive to the variation of particularly two assumptions;
- The estimated chance of successfully completing a business combination; and
- The volatility of the associated underlying instrument.
Both assumptions however are inherently uncertain. The chance of completing a business combination is
uncertain until negotiations with one or more candidates are sufficiently advanced and is ultimately
dependent upon the approval of the Shareholders. The volatility associated with the underlying
candidate typically would vary with the market the candidates are operating in and ultimately on the
actual development of the share price after the business combination. Until a business combination
candidate is proposed, no objective data on the volatility is therefore available.
The outcome of the valuation based on the calculation, can be different from the price for which the
Warrants are traded around December 31, 2022. This is due to the inherent uncertainties on the main
variables as included in the valuation, combined with absence of more objective information that can be
used by market participants and the Company when performing the valuation of the Warrants and the
limited volumes traded. The value of the SPAC is particularly derived from the cash that is available for
the business combination and from the valuation of the target company. The value of the Warrants will
be primarily relevant after a business combination. In case no business combination is realized the value
of the Warrants will be zero.
Based on the sensitivities calculated by management, the valuation can be EUR 9.5 million higher or
EUR 8.5 million lower than the value estimated in the financial statements, with corresponding fair value
change through profit and loss. Our opinion is not modified in this respect.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and
in forming our opinion thereon. The following information in support of our opinion was addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a
whole at € 1.900.000. The materiality is based on 1% of the Company’s total assets. We have also taken
into account misstatements and/or possible
misstatements that in our opinion are material for the users
of the financial statements for qualitative reasons.
We agreed with the Board that misstatements in excess of € 95.000, which are identified
during the
audit, would be reported to them, as well as smaller misstatements that in our view must be
reported on
qualitative grounds.
Scope of the group audit
Climate Transition Capital Acquisition I B.V. is at the head of a group of entities. The financial
information of this group is included in the consolidated financial statements of Climate Transition
Capital Acquisition I B.V.
We have performed audit procedures on both Climate Transition Capital Acquisition I B.V. and Stichting
Climate Transition Capital Escrow.
By performing the procedures mentioned above, we have been able to obtain sufficient and appropriate
audit evidence about the group's financial information to provide an opinion about the consolidated
financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud.
During our audit we obtained an understanding of the entity and its environment and the system of
internal control, including:
• the risk assessment process;
• management’s process for responding to the risks of fraud and monitoring the system of
internal control;
• how the Non-Executives exercise oversight.
We also obtained understanding of the outcomes of these processes. Note that the company is a Special
Purpose Acquisition Company. The Board of the company is pursuing a business combination (only). By
result it has no (or only limited) business activities.
In the context of the activities of the entity, we have evaluated the design and implementation of the
system of internal control and in particular the fraud risk assessment. We evaluated fraud risk factors
with respect to financial reporting fraud, misappropriation of assets and bribery and corruption.
Particularly, we have evaluated all transactions on the escrow account in relation to the offering circular.
We evaluated the design and the implementation of internal controls designed to mitigate fraud risks.
In connection with the presumed risks of financial statement fraud, we considered fraud in relation to
management override of controls, including evaluating whether there was evidence of bias by the
Executives in the Board. Our procedures include an assessment of the selection and application of
accounting policies by the group, particularly those related to subjective measurements and complex
transactions, as these may be indicative of fraudulent financial reporting. With respect to the element of
bias, we evaluated whether the judgments and decisions made by management in making the
accounting estimates included in the financial statements represent a risk of fraudulent material
misstatement. We tested the appropriateness of journal entries recorded in the general ledger and other
adjustments made in the preparation of the financial statements.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other
audit procedures and evaluated whether any findings were indicative of fraud or non-compliance. For
significant transactions we evaluated whether the business rationale of the transactions suggests that
they may have been entered into to engage in fraudulent financial reporting or to conceal
misappropriation of assets.
We made inquiries with management, those charged with governance and with others within the
Company. We refer to section “Risks and Uncertainties” of the Directors’ Report for management’s fraud
risk assessment. We obtained written representations that all known instances of (suspected) fraud and
other irregularities have been disclosed to us.
Management insights, estimates and assumptions that might have a major impact on the financial
statements are disclosed in note 3 of the financial statements.
Our procedures did not lead to indications for fraud potentially resulting in material misstatements.
Audit approach risks of compliance with laws and regulations
We assessed the laws and regulations relevant to the Company through discussion with the Executive
Directors and Non-Executive Directors and reading minutes.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance
could considerably vary, we considered the following laws and regulations: adherence to (corporate) tax
law and financial reporting regulations, the requirements of Part 9 of Book 2 of the Dutch Civil Code with
a direct effect on the financial statements as an integrated part of our audit procedures, to the extent
material for the related financial statements. We obtained sufficient appropriate audit evidence
regarding provisions of those laws and regulations generally recognized to have a direct effect on the
financial statements.
Apart from these, the Group is subject to other laws and regulations where the consequences of non-
compliance could have a material effect on amounts and/or disclosures in the financial statements, for
instance, through imposing fines or litigation.
Our procedures are more limited with respect to laws and regulations that do not have a direct effect on
the determination of the amounts and disclosures in the financial statements. Compliance with these
laws and regulations may be fundamental to the operating aspects of the business, to the Group's ability
to continue its business, or to avoid material penalties and therefore non-compliance with such laws and
regulations may have a material effect on the financial statements. Our responsibility is limited to
undertaking specified audit procedures to help identify non-compliance with those laws and regulations
that may have a material effect on the financial statements.
Our procedures are limited to (i) inquiry of the Board and others within Company as to whether the
Company is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with
the relevant licensing or regulatory authorities to help identify non-compliance with those laws and
regulations that may have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-
compliance with laws and regulations have been disclosed to us.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements. We have communicated the key audit matters to the Board. The
key audit matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a whole and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Dutch Corporate
Governance Code and
Special Purpose
Acquisition
Companies
The Company is a Special Purpose Acquisition Company (“SPAC”) aiming to
consummate a Business Combination with a target company. The Company is
not a business in the traditional sense and has no employees. The Company has
a limited lifetime and a very specific capital structure with a number of classes of
shares and other financial instruments. The Dutch Corporate Governance Code is
applicable for all Dutch entities of which the shares are listed on regulated
markets. The code comprises of best practices of the way the responsibilities of
shareholders, management and oversight boards can be organised contributing
to long term value creation, risk management and relations with other
stakeholders. Based upon the Company’s specific business, a number of best
practices are not applicable. Furthermore, the Dutch Corporate Governance Code
is aimed at two-tier board systems. The Company has a one-tier board. The
Non-Executive Directors are responsible for independent oversight but have
short term financial incentives in the Company similar to Executive Directors.
The Non-Executive directors are valuable for the Company as a result of their
knowledge, experience in relevant industries, corporate governance, certain
types of transactions, relationships and networks. As a consequence of this,
there may be a threat of their independence and/or a conflict of interest when
identifying targets or in subsequent negotiations. The Dutch Corporate
Governance Code includes best practices in connection with the information to
shareholders. Within Climate Transition Capital Acquisition I B.V. the Sponsor
has 19.73% of the voting rights, so the level of information among the
shareholders is not the same.
How our audit
responded to the key
audit matter
As part of our audit work we have reviewed paragraph Corporate Governance of
the Annual Report where managements comply or explain with the Dutch
Corporate Governance Code. Furthermore we have evaluated the implications of
the deviations from the Dutch Corporate Governance Code in our evaluation on
the internal control environment.
In conjunction with the International Standard on Auditing 720 we compared the
information with knowledge we obtained during our audit process. Furthermore
we compared the information contained in the Corporate Governance paragraph
with other parts of the financial statements for consistency. Note we have not
performed audit procedures on the Board Report.
Key observations Although the deviations from the Dutch Corporate Governance Code are
numerous, we have not identified material inconsistencies between the
Corporate Governance paragraph of the annual report and other parts of the
annual report. Nor have we identified any deviations between the knowledge
obtained during the audit and the relevant section of the annual report. It may
be the case that if we had audited the information contained in the Director’s
report we could have identified other matters.
Impact of different
classes of shares
The Company has issued different classes of shares with corresponding different
risks and rewards. The sponsors of the SPAC have put capital at risk to list the
Ordinary Shares and to fund the search process to find a target to enter into a
Business Combination. In return the sponsors received Sponsor Shares and
Sponsor Warrants. The Sponsor Shares give voting rights equal to the Ordinary
Shares. The nominal value of the Sponsor Shares that has been paid up by the
sponsors amounts to EUR 0.01 per share. Upon a successful Business
Combination, the Sponsor Shares are converted to Ordinary Shares. Ordinary
Shares have been issued within Units at EUR 10 for 1 Ordinary Share and 1/3
Warrant. In case of a Business Combination, the holders of these shares can
redeem.
As at December 31, 2022, the Ordinary Shares traded for EUR 9.85 at Euronext.
The difference in price has implications for the wealth generated for the holders
of the various instruments upon the consummation of a Business Combination.
For the sponsors, wealth is created in case the market value of the Ordinary
Shares exceeds EUR 2.25. Ordinary Shareholders are not aligned with that. As a
consequence of this, there is a threat of a conflict of interest when evaluating
and/or valuing potential business combinations.
The sponsors have agreed to a conditional lock-up as outlined in the Prospectus.
How our audit
responded to the key
audit matter
As part of our audit work we have reviewed disclosure note 5 (Share capital and
warrants) of the financial statements detailing the main aspects of the
instruments issued. We have traced and agreed the statements made within this
paragraph to the underlying documentation of the instruments. Furthermore we
have specifically evaluated the disclosure of the rights and interest of the
Sponsor Shareholders and Public Shareholders.
Key observations Although the risks and rewards between the sponsor shares and ordinary are
substantially different, we have not identified inconsistencies between the
Directors’ Report and other parts of the annual report. Nor have we identified
any deviations between the knowledge obtained during the audit and the
relevant section of the Directors’ Report. It may be the case that if we had
audited the information contained in the Directors’ Report we could have
identified other matters.
Scope Definition,
Classification and
valuation of financial
instruments
The Company has issued various classes of shares and derivatives/Financial
Instruments. Based on the principles of IFRS the Board has determined the
relevant scope within IFRS and subsequent classification of the various financial
instruments issued upon inception and at the IPO of the Company on 29 April
2021.
The classification relates to equity or liability presentation of the instruments.
Based on the interpretation of the Board, the Ordinary Shares, the W
arrants, and
Sponsor Warrants are classified as liability. The Ordinary Shares are valued at
amortized cost. The Warrants are publicly traded at Euronext.
How our audit
responded to the key
audit matter
In connection with the verification of the scope definition and classification of the
instruments as at December 31, 2022, we have reviewed the position papers
prepared by the Board in combination with the facts and circumstances and the
principles of IAS 32 and IFRS 2. We have involved Deloitte IFRS experts.
We have evaluated if the requirements for an active market are met, which is
not present for the W
arrants and consequently the value hereof is derived from a
valuation model. A similar valuation model is applied for the Sponsor Warrants.
For the valuation of the Ordinary Shares we have audited the calculation of the
amortized cost. Most important management estimates impacting the amortized
costs relate to the estimate of the lifetime of the entity that is used to gross up
the liability.
Key observations
We concur with the presentation of the financial instruments based on our review
of the position papers. With respect to the valuation of the Warrants and
Sponsor Warrants we concur with the valuation based upon a level 3 input. For
the Ordinary Shares we have verified the assumptions used for the valuation of
the amortized cost.
REPORT ON THE OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
In addition to the financial statements and our auditor's report thereon, the annual report contain other
information that consists of:
• Directors’ Report.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements.
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our
audit of the financial statements or otherwise, we have considered whether the other information
contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil
Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the
scope of those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Directors’ Report
in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by
Part 9 of Book 2 of the Dutch Civil Code.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Engagement
We were engaged by the Board as auditor of Climate Transition Capital Acquisition I B.V. on April 29,
2021, as of
the audit for the period from April 29, 2021 to December 31, 2021 and have operated as
statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
EUROPEAN SINGLE ELECTRONIC REPORTING FORMAT (ESEF)
Climate Transition Capital Acquisition I B.V. has prepared its annual report in ESEF. The requirements
for this are set out in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory
technical standards on the specification of a single electronic reporting format (hereinafter the RTS on
ESEF).
In our opinion, the annual report, prepared in XHTML format, including the partially marked-up
consolidated financial statements, as included in the reporting package by the group complies in all
material aspects with the RTS of ESEF.
Management is responsible for preparing the annual reporting including the financial statements in
accordance with RTS on ESEF, whereby management combines the various components into a single
reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N
‘Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital
reporting).
Our examination included amongst others:
• Obtaining an understanding of the Company’s financial reporting process, including the
preparation of the reporting package;
• Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
o obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance and the XBRL extension
taxonomy files has been prepared in accordance with the technical specifications as
included in the RTS on ESEF;
o examining the information related to the consolidated financial statements in the
reporting package to determine whether all required mark-ups have been applied and
whether these are in accordance with the RTS on ESEF.
DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL
STATEMENTS
Responsibilities of the Board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control as management determines is necessary to enable the preparation
of the financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the
Company's ability to continue as a going concern. Based on the financial reporting frameworks
mentioned, management should prepare the financial statements using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the
Company's ability to continue as a going concern in the financial statements.
The Board is responsible for overseeing the Company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient
and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may
not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the
basis of these financial statements. The materiality affects the nature, timing and extent of our
audit
procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism throughout the
audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
• Identifying and assessing the risks of material misstatement of the financial statements, whether
due to fraud or error, designing and performing audit procedures responsive to those risks, and
obtaining 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.
• Obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Concluding on the appropriateness of management's use of the going concern basis of accounting,
and based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause a Company to cease to continue as
a going concern.
• Evaluating the overall presentation, structure and content of the financial statements, including the
disclosures.
• Evaluating whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising
and performing the group audit. In this respect we have determined the nature and extent of the audit
procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the
group entities or operations. On this basis, we selected group entities for which an audit or review had to
be carried out on the complete set of financial information or specific items.
We communicate with the Board regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant findings in internal control that we identified
during our audit. In this respect we also submit an additional report to the audit committee in
accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of
public-interest entities. The information included in this additional report is consistent with our audit
opinion in this auditor's report.
We provide the Board with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board, we determine the key audit matters: those matters
that were of most significance in the audit of the financial statements. We describe these matters in our
auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.
Amsterdam, April 13, 2023
Deloitte Accountants B.V.
J. Hendriks