Annual Report & Audited Financial Statements

RNS Number : 5519Q

Hambro Perks Acquisition Com Ltd

29 June 2022

HAMBRO PERKS ACQUISITION COMPANY LIMITED

("Hambro Perks")

28 June 2022

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

Hambro Perks is pleased to announce the release of its Annual Report and Audit Financial Statements for the period from 14 April 2021 (date of Incorporation) to 31 December 2021 (the "AFS"), approved by the Board of Directors on the 28 June 2022. The AFS are set out below in its full unedited form.

For further information, please contact:

Company Administrator

Ocorian Administration (Guernsey) Limited

hambroperks@ocorian.com

Company Secretary

Peter Soliman

peter@hambroperks.com

About Hambro Perks:

Hambro Perks is a special purpose acquisition company incorporated as a non-cellular company limited by shares under the laws of the Island of Guernsey with number 69093 and for the purpose of acquiring a majority (or otherwise controlling) stake in a company or operating business through a merger, capital stock exchange, share purchase, asset acquisition, reorganisation or similar transaction. Hambro Perks intends to focus on technology-enabled businesses with principal business operations in the United Kingdom, a member state of the European Economic Area or Switzerland.

HAMBRO PERKS ACQUISITION COMPANY LIMITED

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD FROM 14 APRIL 2021 (DATE OF INCORPORATION)

TO 31 DECEMBER 2021

CONTENTS

Company Summary 2

Chairman's Statement 3

Board of Directors 4 - 5

Directors' Report 6 - 11

Corporate Governance Statement 12 - 17

Statement of Directors' Responsibilities 18

Report of the Audit Committee 19 - 20

Independent Auditor's Report 21 - 28

Financial Statements

Statement of Comprehensive Income 29

Statement of Financial Position 30

Statement of Changes in Equity 31

Statement of Cash Flows 32

Notes to the Financial Statements 33 - 47

Officers and Advisers 48

COMPANY SUMMARY

Principal activity

Hambro Perks Acquisition Company Limited (the "Company") was incorporated and registered in Guernsey under The Companies (Guernsey) Law, 2008 on 14 April 2021 with a registration number 69093 as a special purpose acquisition company ("SPAC") incorporated for the purpose of acquiring a majority (or otherwise controlling) stake in a company or operating business (the "Target" or "Target Business") through a merger, capital stock exchange, share purchase, asset acquisition, reorganisation or similar transaction (a "Business Combination"). The Company intends to focus on the technology-enabled sector and businesses with principal business operations in the United Kingdom.

Business Combination

The Company anticipates structuring its Business Combination either (i) in such a way so that the post-transaction company will own or acquire 100% of the equity interests or assets of the Target, or (ii) in such a way so that the post -transaction company owns or acquires less than 100% of such interests or assets of the Target in order to meet certain objectives of the Target management team or stockholders, or for other reasons. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the Target or otherwise acquires a controlling interest in the Target.

Even if the Company owns 50% or more of the voting securities of the Target Business, Public Shareholders, prior to the Business Combination, may collectively own a minority interest in the post-Business Combination company, depending on valuations ascribed to the Target Business and the Company in the Business Combination. For example, the Company could pursue a transaction in which it issues a substantial number of new Ordinary Shares to shareholders of the Target in exchange for all of the outstanding share capital of the Target. In this case, the Company would acquire a 100% controlling interest in the Target. However, as a result of the issuance of a substantial number of new Ordinary Shares, the Public Shareholders immediately prior to such transaction could own less than a majority of the Company's Public Shares subsequent to such transaction.

The Business Combination Process

In evaluating prospective Business Combinations, the Company expects to conduct a thorough due diligence review that may encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisers (if applicable), on-site inspections of facilities and assets to the extent possible, discussion with customers and suppliers, document reviews, as well as a review of financial, operational, legal and other information which will be made available to the Company and which the Company deem appropriate. The Company will also use the Company ' s expertise and the Company ' s Sponsor ' s expertise in analysing companies and evaluating operating projections, financial projections and determining the appropriate return expectations.

CHAIRMAN'S STATEMENT

Dear Shareholders,

It is with pleasure that I present the financial statements of Hambro Perks Acquisition Company Limited ("HPAC" or the "Company") for the period ended 31 December 2021.

HPAC was admitted to trading on the main market of the London Stock Exchange on 25 November 2021, having raised in excess of £150 million from an offer of new shares. The Company is now seeking to identify a suitable target company as outlined in the prospectus.

It remains focused on its goal of acquiring a high-quality technology-enabled business. To achieve this, we are using the following criteria in evaluating prospective target companies:

· Attractive market - particularly in the UK and Europe.

· Differentiation - company with an established market and product position whose offering is distinctive.

· Innovation - company with a strategy to convert innovation into competitive advantages that sustains growth.

· Scalable revenues

· Strong management

· Valuation - sensible valuations that provide substantial upside opportunities in the long term.

· Public market fit

· ESG - a company that is socially and environmentally responsible with a strong corporate governance framework.

While the war in Ukraine and the pandemic have contributed to an uncertain market backdrop, we have identified a number of companies that we consider potentially to meet a number of our target criteria. We remain cautiously optimistic that we will approve terms for a business combination within the time constraints referenced in the prospectus.

I am excited by the opportunities we are considering and I am looking forward to announcing a prospective business combination.

On behalf of the Board, I thank you for your valued support.

Sir Anthony Salz

Chairman

28 June 2022

BOARD OF DIRECTORS

The Board is responsible for leading and controlling the Company and has overall authority for the management and conduct of its business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the Company.

The Board comprises five members, details of which are set out below. Notwithstanding their acquisition of indirect interests in Class B Ordinary shares ("Sponsor Shares") by acquiring participating interests in the membership capital of the Sponsor, Mr Dominic Shorthouse and Dr Sarah Wood are considered to be independent, as the level of their interests in the share capital of the Company is not sufficiently material to their personal circumstances to exert any material influence over their actions, nor are their shareholdings material to the Company. Mr Matthew Wood is also considered to be independent. Sir Anthony Salz and Mr Dominic Perks are not considered to be independent by virtue of their relationship with Hambro Perks Limited. Hambro Perks Limited is the majority owner of the Sponsor.

None of the directors holds a directorship position in other public companies.

Sir Anthony Salz (non-executive Chairman)

Sir Anthony Salz is the Chairman of Hambro Perks and former Chairman of its advisory board. Sir Anthony was a corporate lawyer with Freshfields Bruckhaus Deringer for over 30 years and spent the last ten as its Senior Partner. Sir Anthony focused on M&A mandates, typically cross-border, and worked with clients including Amersham International on its sale to GE, Reed International on its merger with Elsevier, Dresdner on its acquisition of Kleinwort Benson, Smith Kline on its merger with Beecham, Wellcome and its advisers on its acquisition by Glaxo, the merger of Astra and Zeneca, ICI on its acquisition of chemical assets from Unilever, O2 on its separation from BT, and British Satellite Broadcasting Holdings on its merger with Sky Television to form BSkyB. Sir Anthony then joined Rothschild & Co in 2006 as Executive Vice Chairman, where he served on the board for 11 years. He advised a number of clients on M&A and other strategic projects including Alliance & Leicester on its sale to Santander. Sir Anthony serves as Trustee of the Tate Foundation and the Conran Foundation and is Chair of Forward Institute, a not-for-profit company that runs responsible leadership programmes.

Previous roles include Vice Chair of the BBC Board of Governors, Senior Independent Member of the board of the Department for Education, Chair of Teach First's Business Development Council, of Freeformers Holdings and of Bloomsbury Publishing plc, and Trustee of the Royal Opera House, the Paul Hamlyn Foundation, the Scott Trust (owner of The Guardian) and the Eden Trust (owner of the Eden Project in Cornwall). He served on the investment committees of both the Scott Trust Limited and the Paul Hamlyn Foundation. Sir Anthony has also chaired reviews on Youth Crime, Press Regulation and Barclays PLC's Business Practices .

Dominic Perks (Executive Director)

Dominic Perks is Co-Founder and Chief Executive Officer of Hambro Perks. He serves as Chairman and voting member on Hambro Perks' investment committee. Previously a strategy consultant at McKinsey & Co. where he advised firms on growth strategy, and an investment banker at Morgan Stanley, where he originated investment opportunities for private equity firms, Dominic is known for deal making, solving problems, and cultivating relationships with industry leaders and investors. At Hambro Perks, Dominic is actively involved in originating and assessing opportunities for investment, as well as advising founders of portfolio companies at all stages of growth. Dominic also serves as Hambro Perks' Investor Director on boards for Tempfair Limited (known as Tempo), Takumi International Limited and Gelesis, Inc. Dominic is a mentor to founders and a serial entrepreneur having invested in, built and exited multiple companies. Investments include Metabolic Healthcare Limited (known as Echo), Insurtech Gateway Limited, By Miles Limited, Muzmatch Limited and What3Words Limited. Dominic graduated from Oxford University with a first-class degree in English Literature.

Dominic Shorthouse (Non-Executive Director)

Dominic Shorthouse is an independent investor and adviser to a number of funds and family offices including ESAS, Lennox IM, PMB Capital and Africa Lighthouse. Previously, Dominic was Founder and Managing Partner of Englefield Capital, a mid-market private equity firm, and before that he was a Partner at Warburg Pincus. Dominic is a very experienced investor, manager, and board member with a successful record of creating investment opportunities and building businesses since 1988. He has been involved in investing more than €3 billion of private capital and played a role on more than 50 boards based in the UK, France, Germany, Denmark, Holland, Italy, Ireland, China and the US, including three PLCs listed in London and one on the NASDAQ. He has had extensive involvement in many sectors including education, energy, financial services, healthcare and life sciences, and telecoms and has worked with institutional and family capital on a large scale.

At Englefield Capital, the investments were predominantly control investments in sectors with positive macro forces. Examples of Englefield investments include the creation from scratch of Cognita, a leading international schools business, through 30 acquisitions, the purchase of Canopius and its evolution into a leading Lloyds market Property & Casualty insurance business, and early insight into the opportunities of renewable energy investing with the investment in Zephyr, a large portfolio of wind-farms.

At Warburg Pincus, Dominic was a Partner, co-heading the London office, and was the first non-US Member of the Operating Committee. Notable investments at Warburg Pincus include the creation of Channel 5, and investment in Esprit Telecom and its subsequent IPO which took advantage of deregulation in the telecommunications market across Europe. Dominic serves as Deputy Chair of The Anna Freud Centre, a leading charity in the field of child and adolescent mental health. He graduated from Oxford University with a degree in Classics and Philosophy and went on to gain an MBA from the Stanford Graduate School of Business.

Matthew Wood (Non-Executive Director)

Matthew Wood has over 20 years of experience in financial services. Matt qualified as a Chartered Accountant with PwC in Guernsey in 2002, specialising in banks and investment funds. He is a member of the Institute of Directors ("IoD") and completed the IoD certificate and diploma in Company direction in 2011. He is a graduate in Biological Sciences from Exeter University.

In 2003 Matt joined Butterfield Fund Services preparing accounts and investor reporting for private equity, real estate and mutual funds. He then joined Mourant International Finance Administration ("MIFA") in Guernsey in 2004 to head up the accounting function for Private Equity and Real Estate Funds. During his time at MIFA he held several senior roles, across Accounting, Business Development and Management and worked in MIFA's London and Dubai offices. In 2009 he returned to Guernsey as Managing Director of MIFA's Guernsey office where he prepared the Guernsey business for a trade sale to State Street Alternative Investment Solutions in 2010. He remained as Managing Director with State Street until 2012 when he left to become a consultant raising capital for Private Equity funds at Cygnus Capital Partners.

In 2014 Matt joined Sanne Group ("Sanne") to head up their Guernsey office delivering Fund and Corporate Administration services to a wide range of Alternative Investment Funds and corporate structures. Matt remained with Sanne until 2019, when he left to develop his career as an independent director in Guernsey, where he now holds director positions across a broad spectrum of alternative investment funds and corporate structures. He is a partner in Arolla Partners Limited, a Guernsey based directorship services business.

Sarah Wood (Non-Executive Director)

Dr Sarah Wood is co-founder and former chief executive of Unruly, the global video advertising marketplace acquired by News Corp in 2015. A former non-executive director at Superdry plc, Sarah is currently a board member at decision augmentation company Signal AI, and senior independent director at Tech Nation, the growth platform for ambitious tech entrepreneurs. Sarah is also an investor and director in Magnolia Ventures and serves as a trustee at the Anna Freud National Centre for Children and Families. In 2016, Sarah was awarded an OBE for services to innovation and technology. She graduated from the University of Cambridge, received a doctorate in American Literature from UCL and an honorary doctorate from City, University of London.

DIRECTORS' REPORT

The Directors of Hambro Perks Acquisition Company Limited (the "Company") are pleased to submit their Annual Report and Audited Financial Statements (the "Financial Statements") for the period from 14 April 2021 to 31 December 2021.

The Company was established in Guernsey on 14 April 2021. Its Class A ordinary shares were admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities on 25 November 2021 and the associated warrants were listed on 7 January 2022.

Principal Activity

The Company is a special purpose acquisition company ("SPAC") incorporated for the purpose of acquiring a majority (or otherwise controlling) stake in a company or operating business (the "Target" or "Target Business") through a merger, capital stock exchange, share purchase, asset acquisition, reorganisation, or similar transaction (a "Business Combination"). The Company intends to focus on the technology-enabled sector and businesses with principal business operations in the United Kingdom, a member state of the European Economic Area (the "EEA") or Switzerland.

The Company's main objective is to complete its Business Combination within an initial period of 15 months from 25 November 2021 (the "Initial Business Combination Deadline"), subject to an initial three month extension period (the "First Extension Period") and a further three month extension period (the "Second Extension Period"), in each case if approved by a Shareholder vote (the "Business Combination Deadline"), although such extensions are not of a type required to be approved by Public Shareholders as contemplated by Listing Rule 5.6.18AG.

Prior to the completion of its Business Combination, the Company has not and will not engage in any operations, other than in connection with the selection, structuring and completion of its Business Combination.

Business Combination

Once the Target Business has been identified, Shareholders (other than in respect of any restricted shares, being Public Shares held by the Sponsor or the Directors which are subject to the Lock-up and Waiver Agreement (see note 12)) will be asked to vote on the proposed Business Combination at a general meeting specifically convened for this purpose. The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination irrespective of whether and how they voted at the general meeting.

If the Business Combination is not completed by the Business Combination Deadline, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account (less taxes payable and up to £100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Shareholders and the Board of Directors of the Company (the "Board"), liquidate and dissolve the Company. There will be no redemption rights or liquidating distributions with respect to the Public Warrants which will automatically expire without value if the Company does not complete its Business Combination by the Business Combination Deadline.

Going Concern

The Board has assessed the Company's financial position as at 31 December 2021 and the factors that may impact the Company for a period up to 30 June 2023 being 12 months from the date of signing of these Financial Statements.

In particular, the Company has prepared a base-level detailed financial forecast for the Going Concern Period to 30 June 2023.

The key assumptions in the financial forecasts include:

· No further cash inflows for the remainder of the Going Concern Period;

· If required, the Sponsor has the ability to fund costs of operation via a loan to the company of which up to £1.5 million may be convertible into warrants in the post-business combination company at a price of £1.00 per warrant;

· Shareholders approve two extension periods - extension periods will only be utilised where a Target Company has been identified in the original 15 month period and extra time is required to complete the deal. The Target Company being identified incentivises the shareholders to approve the extension periods;

· Base fixed costs of operation of approximately £50,000 per month for the remainder of the Going Concern Period;

· Balance of cash available could be used to fund transaction costs, noting de-spac costs to be paid out of the Escrow account; and

· No additional significant expenses are identified.

Going Concern, continued

After reviewing the Company's committed expenses for the period, the Board are comfortable there will be a significant cash buffer of £1.07m, save for transaction costs (see below), at the end of the Going Concern Period. As these committed expenses are in line with signed engagement letters and agreements, the Board is assured that these expenses can be reliably measured and factored into their budgeting.

The cash buffer could be utilised to pay for transactions costs, expected to only be used in the event of an aborted deal, however the Board considers the likelihood of such an event to be low. Given the Company's current financial position, the Board are of the view that the Company could adequately fund two aborted Business Combinations and all contracted ongoing costs without the need to source any additional funding options. On a successful Business Combination, the costs of acquisition will be borne by the Company from Escrow cash balance not Company cash balance.

In addition, the Board has noted that the Company's policy is that no dividend will be declared until after a successful Business Combination to ensure that capital is maintained in the period prior to the Business Combination.

If the Business Combination is not completed by the Business Combination deadline the company would cease to exist. However, having appointed an experienced Advisor with access to a diverse network of professionals the Company is in a strong position for sourcing potential investment opportunities. The Board is satisfied by the progress made in identifying a Target Company and believes it is positioned to complete the Business Combination within the initial 15 month period. The Company has adequate resources to continue in operation for the going concern period and to meet its liabilities as and when they fall due. The Board also note that the Company's operations have not been significantly affected by the Covid-19 pandemic. Accordingly, the Board is of the opinion that it is appropriate to prepare these Financial Statements on a going concern basis.

Principal risks and uncertainties

The following is a summary of key risks that, alone or in combination with other events or circumstance, the Board has determined 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:

· there is no assurance that the Company will identify suitable Business Combination opportunities by the Business Combination Deadline, which will result in the Company being unable to continue in operation;

· the requirement that the Company completes its Business Combination by the Business Combination Deadline may give potential Target Businesses leverage over the Company in negotiating the Business Combination and may limit the time the Company has in which to conduct due diligence on potential Target Businesses;

· Public Shareholders' ability to exercise redemption rights with respect to a large number of the Public Shares may not allow the Company to complete the most desirable Business Combination or optimise its capital structure; and

· in order to continue operations to the point where the Company is able to complete a Business Combination, particularly if the Business Combination is not completed by the Initial Business Combination Deadline, the Company will need to ensure that it has sufficient funds from its Placing to meet all its listing and operating expenses through to the final Business Combination Deadline.

To help mitigate the above risks, the Company has appointed Hambro Perks Advisory LLP (the "Advisor"), an FCA registered investment manager controlled by Hambro Perks Limited to act as M&A advisor in connection with the Business Combination. The Hambro Perks Group is supported by a diverse network whose relationships provide considerable potential for sourcing and evaluating potential investment opportunities.

To counteract Shareholders' exercising their redemption rights normal practice is to raise funds via a Private Investment Public Equity deal to cover the minimum cash requirement needed to complete the Business Combination.

In respect of the Company's system of internal controls and its effectiveness, the Directors:

Principal risks and uncertainties, continued

· are satisfied that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity; and

· have reviewed the effectiveness of the risk management and internal control systems including material financial, operational and compliance controls (including those relating to the financial reporting process) and no significant failings or weaknesses were identified.

A review of the main financial risks faced by the Company, and how they are managed or mitigated, is set out in note 5 to the Financial Statements.

Emerging risks

The Board is constantly alert to the identification of any emerging risks. The Board will then assess the likelihood and impact of any such emerging risks and will discuss and agree appropriate strategies to mitigate and/or manage the identified risks. Emerging risks are managed through discussion of their likelihood and impact at each quarterly Board meeting. Should an emerging risk be determined to have any potential impact on the Company, appropriate mitigating measures and controls are agreed.

Viability Statement

The Board have assessed the prospects of the Company over a longer period than 12 months required by the going concern assessment. As the Company's operation is restricted to structuring and completing its Business Combination, the Board have assessed the viability of the Company over a 20-month period to the Business Combination Deadline of 31 August 2023, taking account of the Company's current position and the potential impact of the principal risks outlined in this statement.

The Company's main objective is to complete its Business Combination within an initial period of 15 months from the Settlement Date (the "Initial Business Combination Deadline"), subject to an initial three month extension period (the "First Extension Period") and a further three month extension period (the "Second Extension Period"), in each case if approved by a simple majority of the holders of Ordinary Shares in a general meeting (the "Business Combination Deadline"). These extension periods would only be utilised if a Business Combination was in progress at the end of the initial 15 months and further time was required to complete the deal. By having a Target Company identified within the 15 month period the Board believes the shareholders will be encouraged to approve the extension periods.

To the extent that the Initial Business Combination Deadline is extended, the Sponsor will commit further additional funds to the Company through the subscription of up to a further 140,000 Public Shares and 70,000 Public Warrants for a consideration of £10.00 for (i) one Public Share and (ii) ½ of a Public Warrant (up to £1,400,000 in aggregate) for the First Extension Period and the subscription of up to a further 140,000 Public Shares and 70,000 Public Warrants for a consideration of £10.00 for (i) one Public Share and (ii) ½ of a Public Warrant (up to £1,400,000 in aggregate) for the Second Extension Period (the "Additional Sponsor Subscriptions"), the proceeds of which are to be held in the Escrow Account as additional Escrow Account Overfunding.

If an extension is approved by a simple majority of the holders of Ordinary Shares, the Sponsor is confident it will be able to raise up to £2.8 million (and £1.5 million for Sponsor Warrants) either directly from Hambro Perks Ltd or other members of the Sponsor. Hambro Perks Ltd has the network and track record available to raise additional funds should the need arise.

In the event that a Business Combination is not completed by 31 August 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, subject to the requirements of the Companies Law redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account (less taxes payable and up to £100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders' rights as Shareholders (including the right to receive any further liquidation distributions, if any), (iii) not use any amounts then on deposit in the Escrow Account to repay any loans provided by the Sponsor to finance transaction costs in connection with an intended Business Combination and (iv) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Shareholders and the Board, liquidate and dissolve, subject in each case to its obligations under Guernsey law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Viability statement, continued

The Board believe the Company is in a strong position to complete the Business Combination within the initial 15 month period given the progress made in identifying potential Target Businesses. The company is in advance discussions with a number of companies in connection with a potential Business Combination having entered into confidentiality agreements and undertaken initial due diligence.

Results

The results for the period are shown in the Statement of Comprehensive Income on page 29. The Company has made a profit of £1,080,886 for the period. As the Company is an early stage SPAC, the Directors are satisfied with the results for the year and are focused on managing expenditure within the business whilst target acquisitions are identified. There are no key performance indicators that have been considered by the Directors.

Directors

Details of the Directors who held office in the period can be found on page 48.

Directors' Interests

The Directors had the following interests in the Company at 31 December 2021, held indirectly via participation in the membership interests of the Sponsor:

	31 December 2021
Name	Number of Public Shares	Number of Sponsor Shares	Total Number of Shares	Percentage of shares in issue %
Sir Anthony Salz (Chairman)	22,750	238,030	260,780	1.40
Dominic Perks	52,500	549,299	601,799	3.22
Matthew Wood	-	-	-	-
Sarah Wood	8,750	91,550	100,300	0.54
Dominic Shorthouse	38,500	402,820	441,320	2.36

There have been no changes to the Directors' shareholdings since 31 December 2021.

Directors' Remuneration

Directors undertake to provide services to the Company and be paid an annual fee for such services in accordance with each Directors letter of appointment. The Company's directors will be paid an annual fee of £40,000 per annum and will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company's behalf such as identifying potential Target Businesses and performing due diligence on suitable business combinations. All Directors' fees were payable with effect from the later of 24 November 2021 or the date of appointment.

The Directors received the following remuneration in the form of Directors' fees:

		For the period from 14 April 2021 to 31 December 2021
	Per annum	Actual
	£	£
Sir Anthony Salz	40,000	4,164
Dominic Perks	40,000	4,164
Dominic Shorthouse	40,000	4,164
Matthew Wood	40,000	4,164
Dr Sarah Wood	40,000	3,508
	200,000	20,164

The remuneration policy set out above is the one applied for the period from 14 April to 31 December 2021 and is not expected to change in the immediate future.

Directors' conflicts

Below is a table summarising the entities to which the Company's Directors currently have fiduciary duties or contractual obligations that may present a conflict of interest:

Individual	Entity	Entity's Business	Affiliation
Sir Anthony Salz	Hambro Perks Limited	Investment firm	Affiliate of the Sponsor and M&A adviser in connection with a Business Combination.

Dominic Perks	Hambro Perks Limited (and various subsidiaries owned by Hambro Perks Limited)	Investment firm	Affiliate of the Sponsor and M&A adviser in connection with a Business Combination.

	Portfolio companies in which Hambro Perks Limited has invested	Various	The Company may seek a Business Combination with a company in which Hambro Perks Limited has invested

Matthew Wood	Arolla Partners	Professional services firm	Director of certain companies within the broader Hambro Perks group

The Company does not believe, however, that the fiduciary, contractual or other obligations or duties of the Company's Directors, or of Hambro Perks, or policies applicable to Hambro Perks, will materially affect the Company's ability to complete the Company's Business Combination.

Substantial shareholdings

Below is a table summarising the shareholders holding 5% or over of the total number of Shares in issue:

	31 December 2021
Name	Number of Shares	Percentage %
Aristeia Capital	1,200,000	6.43
LMR Partners	1,175,000	6.29

Insurance

The company maintains a sufficient level of cover under its Directors' and Officers and Company Reimbursement insurance policy.

Dividend Policy

The Company has not yet adopted a dividend policy. The Company has not paid any dividends to date and will not pay any dividends prior to the Business Combination Completion Date. The payment of cash dividends in the future will be dependent upon the Company's revenues and earnings, if any, capital requirements and general financial condition subsequent to the completion of its Business Combination.

Independent Auditor

Grant Thornton UK LLP ("GT") was appointed as independent auditor on 24 November 2021 following a tender process. GT served as the Company's Auditor throughout the period and has indicated its willingness to continue in office.

Listing Requirements

Since its listing on the standard segment of the main market of the London Stock Exchange, the Company has complied with the Prospectus Rules, the Disclosure and Transparency Rules, the Listing Rules pertinent to a standard listing, and the Market Abuse Directive (as implemented in the UK through Financial Services and Markets Authority ).

Corporate Governance

As an unregulated company incorporated under the laws of Guernsey with a standard listing on the London Stock Exchange's main market, the Company has no statutory obligation or listing requirement to adopt a corporate governance code. However, Company will seek to comply with UK Corporate Governance Code insofar as appropriate for a company of the Company's size and nature.

· The Directors' Corporate Governance Statement in respect of its governance obligations can be found on pages 12 to 17.

· The Board has established an Audit Committee, comprised of two independent directors, to provide oversight and preserve the integrity of the Company's financial reporting process and internal controls and risk management systems, and to monitor the statutory audit of the Company's annual financial statements. The Report of the Audit Committee can be found on pages 19 to 20.

Disclosure of Information to the Independent Auditor

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

By order of the Board

Sir Anthony Salz

Director

28 June 2022

CORPORATE GOVERNANCE STATEMENT

Compliance

Therefore, the Company does not comply with the Governance Code in the following respects:

· N o remuneration committee or nomination committee will be constituted prior to any Business Combination. The Board as a whole will instead review its size, structure and composition and the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company).

· The Company's Chairman, Sir Anthony Salz, is not considered to be independent and therefore the Company does not comply with the requirements of the Governance Code in relation to the requirement for the chairman to be independent on appointment. The Board considers that this is reflective of his importance to the Company at this stage and is not detrimental to the Board's overall effectiveness or role in promoting the long-term sustainable success of the Company.

· The Company has not appointed a senior independent director.

· The Governance Code recommends the submission of all directors for re-election at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of the Company following the Business Combination. Prior to the Business Combination, only holders of the Sponsor Shares will be able to appoint or remove the Directors.

· The Governance Code recommends that boards should adopt a suitable method for engagement with the Company's workforce. As the Company does not have any employees, the Company has not (i) implemented any such arrangement or (ii) adopted a whistle-blowing policy to allow its workforce to raise concerns in confidence.

· Diversity policy: While no diversity policy has been adopted, t he Board is committed to diversity and is supportive of increased gender and ethnic diversity but recognises that it may not always be in the best interest of shareholders to prioritise this above other factors. The Board is composed of Directors with the requisite skills and knowledge to perform the duties required by the Company prior to any Business Combination. Following any successful Business Combination, the Board composition will be altered to better align with the nature of Company following the Business Combination at which point it is intended that a diversity policy will be adopted.

Committees

If the need should arise in the future, for example following the Business Combination, the Board may set up committees as it deems appropriate to the size and nature of the Company.

Share dealing

As at the date of the Prospectus the Board has adopted a share dealing code which is consistent with the rules of the UK Market Abuse Regulation. The Board is responsible for taking all proper and reasonable steps to ensure compliance with such share dealing code by the Directors.

Composition and Independence of the Board

As at 31 December 2021, the Board comprised five Directors who are listed below. The Company has no employees. The biographies of the Board members can be found on pages 4 to 5.

Sir Anthony Salz - Chairman (appointed 9 November 2021)

Dominic Perks - Chief Executive Officer (appointed 8 June 2021)

Dominic Shorthouse - Chief Investment Officer (appointed 9 November 2021)

Matthew Wood - Independent Non-Executive Director (appointed 8 June 2021)

Sarah Wood - Independent Non-Executive Director (appointed 30 November 2021)

Under the terms of appointment, the Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director so long as such appointment does not cause the number of directors to exceed any maximum number of Directors set by the Company.

Composition and Independence of the Board, continued

The number of the Directors shall be not less than two and there shall be no maximum number unless otherwise determined by the Company by Ordinary Resolution.

The Role of the Board

The Board is the Company's governing body and has overall responsibility for maximising the Company's performance by directing and supervising the affairs of the business and meeting the appropriate interests of shareholders and relevant stakeholders, while enhancing the value of the Company and ensuring protection of investors. A summary of the Board's responsibilities is as follows:

• statutory obligations and public disclosure

• strategic matters and financial reporting

• Appointment and removal of Directors and setting Directors renumeration

• risk assessment and management including reporting compliance, governance, monitoring and control and other matters having a material effect on the Company.

The Board's responsibilities for the Annual Report and Financial Statements are set out in the Statement of Directors' Responsibilities on page 18.

Directors' Remuneration

It is the responsibility of the Board as a whole to determine and approve the Directors' remuneration, having regard to the level of fees payable to non-executive Directors in the industry generally, the role that individual Directors fulfil in respect of Board, Committee responsibilities and the time committed to the Company's affairs. No individual Director is entitled to vote in relation to his own remuneration.

Directors undertake to provide services to the Company and be paid an annual fee for such services in accordance with each Directors letter of appointment. Details of the Directors' remuneration can be found in the Directors' Report on page 9.

Board Nominations and Succession

Each of the Directors is responsible for identifying and nominating for approval of the Board candidates to fill Board vacancies as and when they arise. The Directors will evaluate the balance of skills, knowledge, experience and diversity of the Board to evaluate the profile for any new candidate. The Board may also use open advertising or engage the services of external advisers to facilitate the search. The Board also formulates plans for succession of non-executive directors and the appropriateness of appointing a senior independent director.

Directors' and Officers' Liability Insurance

The Company has arranged directors' and officers' liability insurance cover in respect of legal action against its Directors. The Board will review its insurance cover on a regular basis prior to the expiry of the policies in effect at the time. The initial insurance policy is for a 15-month term ending on 24 February 2023.

Relations with Shareholders

The Company is committed to upholding the highest standards of corporate governance practices and maintaining effective communication with Shareholders and the financial community.

Prior to the completion of the Business Combination, the Company's Shareholders, but excluding any holders of restricted shares (being Public Shares held by the Sponsor or the Directors which are subject to the Lock-up and Waiver Agreement (see note 12)), shall vote on the proposed Business Combination at a general Shareholders' meeting of the Company specifically convened for this purpose, with such a vote requiring the approval of a simple majority of the votes validly cast (with taking into account any abstentions) (the "Required Majority") in order to pass. The Company will not complete the proposed Business Combination unless the Required Majority approves the proposed Business Combination.

The annual financial statements will be prepared in pounds sterling according to accounting standards laid out under International Financial Reporting Standards as adopted by the EU ("IFRS"). The annual report and financial statements will be published and available to shareholders within four months of the accounting date.

Stakeholders, business relationships and socially responsible investment

The Board strives to understand the views of the Company's key stakeholders and to take these into consideration as part of its discussions and decision-making process. As an investment company the Company does not have any employees and conducts its core activities through third-party service providers. Each provider has an established track record and is required to have in place suitable policies and procedures to ensure it maintains high standards of business conduct, treats customers fairly, and employs corporate governance best practice.

Whilst the primary duty of the Directors is owed to the Company as a whole, all Board discussions involve careful consideration of the longer-term consequences of any decisions and their implications for stakeholders. Particular consideration is given to the continued alignment of interests between the activities of the Company and those that contribute to delivering the Board's strategy, which include the Adviser, the Administrator and the Custodian.

The Board's commitment to maintaining high-standards of corporate governance; its policy for active Shareholder engagement, combined with the Directors' duties enshrined in Company law; the Disclosure Guidance and Transparency Rules; and the Market Abuse Regulation, all serve to ensure that Shareholders will be provided with comprehensive information concerning the Company and its activities.

Section 172 statement

Although the Company is not domiciled in the UK, the Company is voluntarily meeting any obligations under the 2018 UK Corporate Governance Code, including section 172 of the Companies Act 2006.

The Directors recognise their individual and collective duty to act in good faith and in a way that is most likely to promote the success of the Company for the benefit of its members as a whole, whilst also having regard, amongst other matters, to the Company's key stakeholders and the likely consequences of any decisions taken during the year, as set out below:

The interests of the Company's employees

The Company has no direct employees and maintains close working relationships with the employees of the Adviser, Administrator and Custodian who undertake the Company's main functions.

The need to foster the Company's business relationships with suppliers, customers and others

The Board maintains close working relationships with all key suppliers and those responsible for delivering the Company's strategy. The contractual relationship with each supplier and their performance is formally reviewed each year.

The impact of the Company's operations on the community and the environment

Objective of the Company is to deliver a private company into the public domain that has strong corporate governance, is environmentally focused and socially responsible. Identifying a target company is key to the decision making process of the Board when reviewing target companies.

The desirability of the Company maintaining a reputation for high standards of business conduct

The Chair is responsible for setting expectations concerning the Company's culture and the Board ensures that its core values of integrity and accountability are demonstrated in all areas of the Company's operations.

The need to act fairly between Shareholders of the Company

The Board, in conjunction with the Adviser, will engage actively with Shareholders, most significantly in their consultations relating to the Business Combination, which can only be approved by a majority vote of the Public Shareholders.

Directors' Meetings and Attendance

The Board meets at least quarterly, with the Board meetings and committee meetings conducted in accordance with the articles of incorporation of the Company. Attendance at ad hoc meetings via telephone or video conference links will be permitted where due notice is given in accordance with the articles of incorporation and all participants can hear each other clearly. Directors are encouraged to attend all regular quarterly Board meetings in person where possible. Board packs for standard quarterly meetings of the Directors will be circulated at least five days prior to the meeting unless circumstances dictate otherwise. The Board will ensure that minutes are taken at each meeting and subsequently approved by the Board.

Name	Board - formal quarterly meetings	Board - additional meetings	Audit Committee	Other Committee
Number of meetings held in the period	-	2	-	3
Sir Anthony Salz (Chairman)	-	1	-	1
Dominic Perks	-	2	-	3
Matthew Wood	-	2	-	3
Sarah Wood	-	-	-	-
Dominic Shorthouse	-	-	-	1

Board Committees

Audit Committee

Pursuant to a resolution of the Board, the Company has established an Audit Committee comprising Matthew Wood (Chair) and Sarah Wood as its members.

The key objectives of the Audit Committee include a review of the Annual Report and Financial Statements to ensure they are prepared to a high standard and comply with all relevant legislation and guidelines, to monitor the financial reporting and audit process and to maintain an effective relationship with the external Auditor.

The Audit Committee considers the Auditor's independence, the Auditor's terms of engagement and remuneration and any non-audit services provided by the Auditor. The Committee is also responsible for reporting to the Board on its review of the Company's system of internal controls and the identification and management of risks, and the Company's process for monitoring compliance with laws, regulations and ethical codes of practice. A report of the Audit Committee detailing responsibilities and activities is presented on pages 19 to 20.

The Audit Committee has responsibility for making a recommendation on the appointment, re-appointment or removal of the Auditor. Grant Thornton was appointed as the first Auditor of the Company following a tender process. The Audit Committee has received and reviewed the audit plan and report from the Auditor.

The Audit Committee shall meet as often as is deemed necessary, and at least two times in each full financial year. Due to the short period between the Company's listing and the period end date, the Committee did not meet during the period, and held its first meeting in March 2022.

To assess the effectiveness of the Auditor, the Audit Committee reviewed:

• The Auditor's fulfilment of the agreed audit plan and variations from it, if any;

• The Auditor's assessment of its objectivity and independence as auditor of the Company;

• The Auditor's report to the Audit Committee highlighting their significant areas of focus in the conduct of their audit and findings thereon that arose during the course of the audit; and

• Feedback from the Investment Manager, Investment Adviser and Administrator evaluating the performance of the audit team.

For the period ended 31 December 2021, the Audit Committee was satisfied that there had been appropriate focus and challenge on the primary areas of audit risk and assessed the quality of the audit process as good. At this time the Audit Committee does not recommend putting in place any limit to the tenure of the Auditor and recommends their reappointment.

Nomination and Remuneration Committees

No remuneration committee or nomination committee will be constituted prior to any Business Combination. The Board as a whole will instead review its size, structure and composition and the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company).

The Directors are aware that a nomination committee is recommended by the Governance Code to lead the process for Board appointments and that the Governance Code recommends that the majority of the committee be independent non-executive directors. To the extent that additional individuals may be added to the Board, the Company may consider setting up a nomination committee.

Conflicts

It has not been deemed necessary to establish a conflicts committee. Conflicts procedures relating to the Directors and the Sponsor are set out in the Articles of Incorporation. To the extent issues arise, these will be dealt with by the Board, on a case-by-case basis.

The Company is not prohibited from pursuing a Business Combination with a business that is affiliated with Hambro Perks or its affiliates, the Sponsor or the Directors.

In the event the Company seeks to complete the Business Combination with a Target Business in which one or more of the Directors (or any of their associates) is a director, or in relation to which one or more of the Directors has a conflict of interest, the Articles of Incorporation require that (i) those Directors do not take part in the Board's consideration of, and do not vote on, the Business Combination and (ii) the Board obtains advice from an appropriately qualified and independent adviser that the Business Combination is fair and reasonable as far as the Public Shareholders are concerned and publishes a statement to that effect in the business combination circular.

The Company is not required to obtain any advice, opinion or valuation from an independent expert in respect of a Business Combination in any other circumstances.

Internal Control Review and Risk Management System

The Board proposes to follow the guidance published by the UK's Financial Reporting Council on internal controls, which sets out that, in determining what constitutes a sound system of internal controls, a board should consider:

• the nature and extent of the risks which they regard as acceptable for the Company to bear within its particular business;

• the threat of such risks becoming reality;

• the Company's ability to reduce the incidence and impact on business if the risk crystallises; and

• the costs and benefits resulting from operating relevant controls.

The Board is aware of the need to conduct regular risk assessments to identify any deficiencies in the controls currently operating over all aspects of the Company. The Board is responsible for a formal risk assessment on an annual basis but will also report by exception of any material changes during the year.

Tenure Policy

The chair should not remain in post beyond nine years from the date of their first appointment to the Board. To facilitate effective succession planning and the development of a diverse board, this period can be extended for a limited time, particularly in those cases where the chair was an existing non-executive director on appointment. A clear explanation should be provided.

Anti-bribery and Corruption

The Board has adopted an anti-bribery and anti-corruption policy designed to ensure that the Company complies with all applicable laws, standards and expectations in relation to anti-bribery and anti-corruption matters.

Criminal Finances Act

The Board of the Company has a zero-tolerance commitment to preventing persons associated with it from engaging in criminal facilitation of tax evasion. The Board has satisfied itself in relation to its key service providers that they have reasonable provisions in place to prevent the criminal facilitation of tax evasion by their own associated persons and will not work with service providers who do not demonstrate the same zero tolerance commitment to preventing persons associated with it from engaging in criminal facilitation of tax evasion.

Adviser

The Company appointed Hambro Perks Advisory LLP as its Adviser on 24 November 2021 for the provision of services in connection with a potential Business Combination on an ongoing basis until such time as the Business Combination is completed.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable laws and regulations. Guernsey Company Law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of its profit or loss for that period.

International Accounting Standard ("IAS") 1 requires that Financial Statements present fairly for each financial period the Company's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income, expenses, equity, distributions and cash flows set out in the International Accounting Standards Board's "Framework for the preparation and presentation of financial statements". In virtually all circumstances a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards as adopted by the EU ("IFRS").

In preparing Financial Statements the Directors are required to:

§ select suitable accounting policies and apply them consistently;

§ make judgements and estimates that are reasonable and prudent;

§ state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and

§ prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business.

The Directors are also responsible for the keeping of proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the Financial Statements comply with IFRS, interpretations issued by the IFRS Interpretations Committee ("IFRIC") and with the Companies (Guernsey) Law, 2008. They are also responsible for the system of internal controls, safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors confirm that they have complied with these requirements in preparing the Financial Statements.

The Directors are also responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom and Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

So far as the Directors are aware, there is no relevant audit information of which the Company's Auditor is unaware, having taken all the steps the Directors ought to have taken to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

Responsibility Statement

Each of the Directors, who are listed on pages 4 to 5, confirms to the best of each person's knowledge and belief:

§ the Financial Statements, prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Company, as required by Disclosure and Transparency Rule ("DTR") 4.1.12R; and

§ the Management Report (comprising the Company Summary, the Directors' Report and the Report of the Audit Committee) includes a fair review of the development and performance of the business during the period, and the position of the Company at the end of the year, together with a description of the principal risks and uncertainties that the Company faces, as required by DTR 4.1.8R and DTR 4.1.9R.

The Directors consider that the Annual Report, comprising the Financial Statements and the Management Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to make an informed appraisal of the investment activities and profits and losses of the Company for the period, and to assess the Company's financial position and performance, business model and strategy.

Signed on behalf of the Board by:

Sir Anthony Salz

Director

28 June 2022

REPORT OF THE AUDIT COMMITTEE

Pursuant to a resolution of the Board, the Company has established an Audit Committee comprising Matthew Wood (Chair) and Sarah Wood as its members.

The members of the Audit Committee are appointed, suspended and dismissed by the Non-Executive Directors. Executive Directors shall not be members of the Audit Committee.

The duties of the Audit Committee include:

· informing the Board of the results of the statutory audit and explaining how the statutory audit has contributed to the integrity of the financial reporting and the role the Audit Committee has fulfilled in this process;

· monitoring the financial reporting process and making proposals to safeguard the integrity of the process;

· monitoring the effectiveness of the internal control systems and the risk management system with respect to financial reporting;

· monitoring the statutory audit of the annual financial statements, and in particular the process of such audit;

· monitoring the independence of the external Auditor; and

· adopting procedures with respect to the selection of the external Auditor.

The Audit Committee shall meet as often as is deemed necessary, and at least two times in each full financial year. Any member of the Committee may request a meeting, as may the Company's external Auditor. Due to the short period between the Company's listing and the period end date, the Committee did not meet during the period, and held its first meeting in March 2022.

Financial Reporting and Audit

The Audit Committee has reviewed, considered and recommended to the Board, the approval of the contents of the Audited Financial Statements and Annual Report, together with the external Auditor's report thereon. The Audit Committee focused on compliance with legal requirements, accounting standards and the relevant Listing Rules, with specific consideration given to the accurate classification of the Company's share capital and warrants. The ultimate responsibility for reviewing and approving the Audited Financial Statements and Annual Report remains with the Board .

External Auditor

The Audit Committee is responsible for making recommendations on the appointment, re-appointment or removal of the Auditor. Grant Thornton UK LLP was appointed as the first Auditor of the Company following a tender process. Subsequent to the period end, the Audit Committee received and reviewed the audit plan and report from the Auditor. Periodically, the Audit Committee may meet privately with the Auditor without the Company's advisers being present.

To assess the effectiveness of the Auditor, the Audit Committee reviewed:

· The Auditor's fulfilment of the agreed audit plan and variations from it;

· The Auditor's report to the Audit Committee highlighting the major issues that arose during the course of the audit; and

· Feedback from the Company's Adviser and Administrator evaluating the performance of the audit team.

The Audit Committee noted that non-audit services had been provided to the Company by the Auditor in the form of services as Reporting Accountant, in respect of which the Auditor had been paid a fee of £134,930, which posed a potential threat to the Auditor's independence.

To fulfil its responsibility regarding the independence of the Auditor, the Audit Committee considered a report from the Auditor describing its arrangements to identify, report and manage any conflicts of interest.

The Audit Committee was satisfied, given that the work of the Reporting Accountant took place before its appointment as Auditor, that such work was a non-recurring service, and that no work performed in its role as Reporting Accountant would be used for the audit, that appropriate safeguards are in place to ensure that there is no impairment to the Auditor's objectivity and independence.

The remuneration to Grant Thornton UK LLP and to other Grant Thornton member firms for audit of the Company's annual financial statements amounts to £97,850.

Internal controls

The Audit Committee is responsible for ensuring that an effective system of internal financial and non-financial controls and risk management is maintained, and for reviewing and monitoring the effectiveness of those controls. The controls are designed to ensure proper accounting records are maintained, that the financial information on which the business decisions are made and which is issued for publication is reliable, and that the assets of the Company are safeguarded. Such a system of internal financial controls can only provide reasonable and not absolute assurance against misstatement or loss. The Adviser, Administrator and Custodian together will maintain a system of internal control on which they will report to the Audit Committee. The Audit Committee has considered the need for an internal audit function, and has concluded that, given that the Company has no employees and little activity as it is currently constituted, such a level of oversight is not currently required. The Committee notes that the Adviser, Administrator and Custodian maintain systems of internal control on which they will be required to report to the Board, in order to provide sufficient assurance to the Company that a sound system of risk management and internal control, which safeguards Shareholders' investment and the Company's assets, is maintained.

The Audit Committee has considered non-financial areas of risk such as disaster recovery and staffing levels of its service providers, and considers that adequate arrangements are in place.

On behalf of the Audit Committee

Matthew Wood

Audit Committee Chair

28 June 2022

Opinion

Our opinion on the financial statements is unmodified

We have audited the financial statements of Hambro Perks Acquisition Company Limited (the 'company') for the period ended 31 December 2021, which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

· give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its profit for the period then ended;

· have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; and

· have been prepared in accordance with the requirements of the Companies (Guernsey) Law 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the directors' 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 report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor's opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

As part of our risk assessment, we evaluated the company's cash position, assessed the company's performance throughout the period and forecasted expenses over the going concern period and concluded that the company's ability to continue as a going concern was not a significant risk that required special audit consideration.

Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included analysing management's base case cash flow forecasts covering the period to 30 June 2023, challenging the underlying assumptions and examining forecast expenditure throughout the going concern period. We have challenged management to understand how the excess cash in the forecast would be utilised. We challenged management on the use of funds in any potential aborted transactions to determine if there would still be sufficient funds remaining to continue as a going concern. We obtained management's downside scenarios prepared to consider the possibilities that would result in a nil cash position during the going concern period and evaluated the impact and availability of mitigating actions available to management to avoid this outcome. Our assessment also included an assessment of the adequacy of related disclosures within the annual report.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as Brexit and Covid-19, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

The responsibilities of the directors with respect to going concern are described in the 'Responsibilities of directors for the financial statements' section of this report.

Our approach to the audit

1 Overview of our audit approach

Overall materiality: £382,000, which represents 0.25% of the company's total assets.

The following key audit matter was identified:

· accounting treatment and presentation of complex financial instruments

This is the first accounting period in which we are providing an audit opinion as the company only incorporated during the period.

We have audited the entity using the above materiality scope. There are no branches or subsidiaries, and no component auditors were used to perform our audit.

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 of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. 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.

In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit.

Key Audit Matter		How our scope addressed the matter
Accounting Treatment and Presentation of Complex Financial Instruments We identified the accounting treatment and presentation of the shares and warrants issued in the year as the most significant assessed risk of material misstatement due to error. The company issued public shares and warrants in the period, generating funds of £150m to be used in a future business combination. There is a risk that due to the complexity of the financial instrument, the public shares, public warrants, sponsor warrants and sponsor shares are not accounted for in line with required accounting standards. Furthermore, there is also a risk that the shares and warrants issued to the Sponsor may actually constitute a share-based payment transaction and therefore should be accounted for accordingly. Management judgement is required when assessing the substance of the transaction with the Sponsor, with the key assumption relating to whether the issue of these financial instruments was in fact in exchange for services.	· In responding to the key audit matter, our audit work included but was not restricted to: · Considering the appropriateness of the accounting policy for the public shares, by checking whether it is in accordance with the financial reporting framework, including IAS 32; · The audit team challenged management's treatment of the issue of public shares as a financial liability rather than equity instrument in accordance with IAS 32; · Key assumptions around the substance and timing of the cash payment in relation to the redemption of public shares were identified and corroborated back to the Prospectus; · Inspection and detailed analysis of the Sponsor Purchase Agreement to assess whether the issue of shares and warrants to the Sponsor in fact constituted share-based payments, representing the issue of shares for services relating to the acquisition, or the advice and research provided in advance of an acquisition. · Considering the appropriateness of the accounting policy for the Sponsor shares and warrants, by checking whether it is in accordance with the financial reporting framework, including IFRS 2 Share based payments and IAS 32; · Corroboration of management key assumptions about the substance of the agreement, any favourable terms upon which the Sponsor shares were issued, and other key assumptions made by management in their assessment were reasonable. · We challenged management on the fair value attributed to the warrants that were issued during the fund raise · The engagement team assessed the competence and objectivity of management's experts used to calculate the fair value of the warrants at issue date and yearend. · For items carried at fair value through profit and loss, the engagement team utilized our own internal specialists to assist in the audit of the fair value of these instruments which included performing shadow calculations.
Relevant disclosures in the Annual Report and Accounts 2021 · Financial statements: Note 1, General information and significant accounting policies and Note 7 Issued Share Capital and, Note 8 Warrants. · Audit and Risk Committee Report: Pages 19 to 20.		Our results Management has made appropriate adjustments to their financial instrument balances as a result of our audit work. No other material misstatements were identified in the accounting treatment or disclosure of financial instruments.

Our application of materiality

We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the auditor's report.

Materiality was determined as follows:

Materiality measure	Company
Materiality for financial statements as a whole	We define materiality as the magnitude of misstatement in the financial statements that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of these financial statements. We use materiality in determining the nature, timing and extent of our audit work.
Materiality threshold	£382,000 which is 0.25% of total assets.
Significant judgements made by auditor in determining the materiality	This benchmark is considered the most appropriate because the entity is a special purpose acquisition company, established to enact business combination. We therefore felt the most critical measure of the business for shareholders would be total assets. We considered whether a profit or loss-based materiality would be appropriate and concluded that this would result in an inappropriately low materiality and would not be reflective of the company's activity in the period. Given the current uncertainties in the macro-economic environment and the fact that this is the first operating period and first period under audit, a percentage of 0.25% of the total assets benchmark has been applied.
Performance materiality used to drive the extent of our testing	We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
Performance materiality threshold	£248,300 which is 65% of financial statement materiality.
Significant judgements made by auditor in determining the performance materiality	In determining performance materiality, we made the following significant judgements: · This is our first period of audit, therefore with no expectation based on historic audits in relation to the number or quantum of potential misstatements; and · Our assessment of the strength and effectiveness of the control environment.
Specific materiality	We determine specific materiality for one or more particular classes of transactions, account balances or disclosures for which misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Specific materiality	We determined a lower level of specific materiality for the following areas: · Related party transactions; and · Directors' remuneration
Communication of misstatements to the audit committee	We determine a threshold for reporting unadjusted differences to the audit committee.
Threshold for communication	£19,100 and misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.

The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for potential uncorrected misstatements.

An overview of the scope of our audit

We performed a risk-based audit that requires an understanding of the company's business and in particular matters related to:

Understanding the company its environment, including the controls

The engagement team obtained an understanding of company and its environment, including the controls, and assessed the risks of material misstatement;

Work to be performed on financial information of the company

· The entity has been subjected to an audit of the financial statements using a determined materiality;

· Obtaining an understanding of the control environment of the entity. No reliance has been placed on the design or operating effectiveness of internal control;

· Performing substantive testing on the material account balances and transactions: cash and escrow accounts, receivables and payables, public share and derivative liabilities, share capital and reserves, expenses and other liabilities.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

· proper accounting records have not been kept by the company; or

· the company's financial statements are not in agreement with the accounting records and returns; or

· we have not obtained all the information and explanations, which to the best of our knowledge and belief, are necessary for the purposes of our audit.

Corporate governance statement

The Listing Rules require us to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the company's compliance with the provisions of the UK Corporate Governance Code specified for our review. The Company is not required to apply the UK Corporate Governance Code; however, they have chosen to apply this code and have explained within their Corporate Governance Statement where they do not comply.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements, or our knowledge obtained during the audit:

· the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the directors' identification of any material uncertainties to the company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;

· the directors' explanation in the annual report as to how they have assessed the prospects of the company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet their liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions;

· the directors' statement that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's performance, business model and strategy;

· the directors' confirmation in the annual report that they have carried out a robust assessment of the principal and emerging risks facing the company, including the impact of Covid-19, and the disclosures in the annual report that describe the principal risks, procedures to identify emerging risks and an explanation of how they are being managed or mitigated;

· the section of the annual report that describes the review of the effectiveness of company's risk management and internal control systems, covering all material controls, including financial, operational and compliance controls; and

· the section of the annual report describing the work of the audit committee, including significant issues that the audit committee considered relating to the financial statements and how these issues were addressed.

Responsibilities of directors for the financial statements

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

· We obtained an understanding of the legal and regulatory frameworks applicable to the parent company and the industry in which they operate. We determined that the following laws and regulations were most significant: international accounting standards as adopted by the European Union, Listing Rules, The Companies (Guernsey) Law, 2008, and the UK Corporate Governance Code.

· We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries of management, inquiring with those responsible for legal and compliance procedures and with the company secretary. We corroborated our inquiries through our review of board minutes and papers provided to the Audit Committee.

· We evaluated the design and implementation of controls over the financial reporting systems and the effectiveness of the control environment as part of our risk assessment.

· We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed included:

- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- Identifying and testing journal entries posted in the year which were deemed to be unusual.

· These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it;

· The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify and recognise non-compliance with laws and regulations through an assessment of the engagement team's:

- Understanding of, and practical experience with, audit engagements of a similar nature and complexity, through appropriate training and participation; and

- Knowledge of the industry in which the company operates.

· We note that there is no specific industry legislation that significantly impacts Hambro Perks Acquisition Company Limited, and the engagement team are deemed to hold appropriate competence and capabilities to identify non-compliance with laws and regulations.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the Board on 24 November 2021 to audit the financial statements for the period ended 31 December 2021 and subsequent financial periods.

This is the first period of engagement.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Section 262 of The Companies (Guernsey) Law 2008. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Christopher Raab, ACA

Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants

London

28 June 2022

STATEMENT OF COMPREHENSIVE INCOME

For the period from 14 April 2021 to 31 December 2021

		For the period from
		14 April 2021 to
	Note		31 December 2021
			£
Income
Bank interest income			7,124
Gain on derivative instruments	8		2,214,250
Total income			2,221,374

Expenses
Administration fees	13		(3,041)
Advisory fees	13		(12,000)
Audit fee	11		(97,850)
Company Secretarial fees			(2,082)
Directors' fees	13		(20,164)
D&O Insurance			(27,138)
LSE fees			(1,150)
Share issue costs			(256,360)
Sundry expenses			(814)
Total operating expenses			(420,599)

Finance expense	7		(717,752)

Profit for the period before tax			1,083,023

Withholding tax			(2,137)

Total comprehensive income for the period			1,080,886

Basic earnings per Share	10		£2.03

Diluted earnings per Share	10		£2.03

The Company does not have other comprehensive income for the year and therefore the total comprehensive income is also the income for the period.

All items in the above statement derive from continuing operations.

The accompanying notes on pages 33 to 48 form an integral part of these Financial Statements.

STATEMENT OF FINANCIAL POSITION

As at 31 December 2021

	Notes	31 December 2021
		£
Current assets
Restricted cash	6	150,146,837
Cash and cash equivalents	6	1,657,916
Other receivables	9	1,000,000
Total assets		152,804,753

Non-current liabilities:
Redeemable Public Share liabilities	7	138,139,433

Current liabilities:
Derivative liabilities	8	7,888,266
Other payables		425,154

Total liabilities		146,452,853

Equity
Share capital	7	3,604,764
Other reserves	8	1,666,250
Retained earnings		1,080,886
Total equity		6,351,900

Total equity and liabilities		152,804,753

The Financial Statements on pages 29 to 48 were approved and authorised for issue by the Board of Directors

on 28 June 2022 and signed on its behalf by:

Sir Anthony Salz

Director

The accompanying notes on pages 33 to 48 form an integral part of these Financial Statements.

STATEMENT OF CHANGES IN EQUITY

For the period from 14 April 2021 to 31 December 2021

	Note	Share capital	Other reserves	Retained earnings	Total
		£	£	£	£
As at 14 April 2021		-	-	-	-

Issue of share capital and sponsor warrants	7,8	3,604,764	1,666,250	-	5,271,014
Total comprehensive profit for the period		-	-	1,080,886	1,080,886

As at 31 December 2021		3,604,764	1,666,250	1,080,886	6,351,900

Sponsor warrants have been accounted for as a capital contribution in other reserves. Please see notes 2 and 8 for further details.

The accompanying notes on pages 33 to 48 form an integral part of these Financial Statements.

STATEMENT OF CASH FLOWS

For the period from 14 April 2021 to 31 December 2021

	Note	For the period from 14 April 2021 to 31 December 2021
		£

Cash flows from operating activities
Profit for the period		1,080,886

Adjustments for:
Gain on derivative	8	(2,214,250)
Finance expense	7	717,752
Increase in other payables (excluding share issue costs)		164,220
Net cash outflows from operating activities		(251,392)

Cash flows from financing activities
Issue of Public Shares	7	150,141,850
Issue of Sponsor Shares	7	36,620
Issue of Sponsor Warrants	8	6,331,977
Issue costs settled during the period		(3,454,302)
Net cash inflows from financing activities		153,056,145

Cash flows from investing activities
Increase in restricted cash	6	(150,146,837)
Increase in other receivables	9	(1,000,000)
Net cash inflows from investing activities		(151,146,837)

Net increase in cash and cash equivalents		1,657,916

Cash and cash equivalents at beginning of period		-

Cash and cash equivalents at end of period	6	1,657,916

The accompanying notes on pages 33 to 48 form an integral part of these Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

For the period from 14 April 2021 to 31 December 2021

1. General information

Hambro Perks Acquisition Company Limited (the "Company") was incorporated and registered in Guernsey under The Companies (Guernsey) Law, 2008 on 14 April 2021 with a registration number 69093 as a special purpose acquisition company ("SPAC") incorporated for the purpose of acquiring a majority (or otherwise controlling) stake in a company or operating business (the "Target" or "Target Business") through a merger, capital stock exchange, share purchase, asset acquisition, realisation or similar transaction (a "Business Combination"). The Company intends to focus on the technology-enabled sector and businesses with principal business operations in the United Kingdom.

The Financial Statements of the Company (the "Financial Statements") are prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS"), interpretations issued by the IFRS Interpretations Committee ("IFRIC"), with the Companies (Guernsey) Law, 2008 and the main market listing rules.

2. Principal accounting policies

The Company is not presently engaged in any activities other than those which are required in connection with the selection, structuring and completion of an acquisition in a target business by means of a merger, share exchange, share purchase, contribution in kind, asset acquisition or combination of these methods (a "Business Combination").

The Financial Statements have been prepared in accordance with applicable law, the Company's principal documents and International Financial Reporting Standards ("IFRS").

The Financial Statements are presented in Pounds Sterling, which is the Company's functional and presentational currency, and has been prepared under the historical cost convention, rounded to the nearest whole Pound Sterling.

The Company had no operations and therefore no segmental information is presented.

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's Financial Statements:

Basis of preparation

The Company's Financial Statements have been prepared on a historical cost basis, as modified by the revaluation of financial instruments measured at fair value through profit or loss.

The preparation of Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and judgements are discussed further below and the principal accounting policies adopted are also set out below.

Going Concern

The Board has assessed the Company's financial position as at 31 December 2021 and the factors that may impact the Company for a period of 12 months from the date of signing of these Financial Statements.

In particular, the Board has reviewed the Company's committed expenses for the period which leaves a significant cash buffer in excess of £1.07 million. As these committed expenses are in line with signed engagement letters or agreements, the Board takes comfort that these expenses can be reliably measured and factored into their budgeting.

For the period 14 April 2021 to 31 December 2021

2. Principal accounting policies, continued

Basis of preparation, continued

Going Concern, continued

The cash buffer would be utilised in the event of any aborted deal however, the Board considers the likelihood of such an event to be low and if it should occur, would likely be in the early stages of any potential transaction where the costs incurred would be below £0.5 million.

The Board has also looked further forward for the period up to August 2023, a period in which it is expected that a Business Combination will have taken place in which case, the acquired company will cover the costs of acquisition.

The Board is satisfied that the Company has adequate resources to continue in operation for the foreseeable future and to meet its liabilities as and when they fall due. The Directors also note that the Company's operations have not been significantly affected by the Covid-19 pandemic. Accordingly, the Board is of the opinion that it is appropriate to prepare these Financial Statements on a going concern basis.

Basis of measurement

Functional and presentation currency

The Financial Statements of the Company are presented in the currency of the primary economic environment in which the Company operates (its functional currency). The Directors have considered the primary economic currency of the Company; the currency in which the original finance was raised; the currency in which distributions will be made; and ultimately what currency would be returned to Shareholders if the Company is wound up. The Directors believe that British Pounds ("£") best represents the functional currency of the Company during the year. Therefore, the books and records are maintained in £. For the purpose of the Financial Statements, the results and financial position of the Company are presented in £, which has been selected as the presentation currency of the Company.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency monetary assets and liabilities at the period end are translated into the functional currency at the exchange rates prevailing at the period end date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.

Fair value measurement

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, which consists of the following 3 levels:

• Level 1 - unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities;

• Level 2 - quoted prices in markets that are not active, or financial instruments for which all significant inputs
are observable from the market, either directly (as prices) or indirectly (as derived from prices); and

• Level 3 - prices or valuations that require inputs that are not based on observable market data (unobservable
inputs).

The Board considers observable data to be market data that is readily available, regularly distributed
or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved
in the relevant market.

NOTES TO THE FINANCIAL STATEMENTS, continued

For the period 14 April 2021 to 31 December 2021

Fair value measurement, continued

The table below analyses within the fair value hierarchy the company's financial instruments:

31 December 2021	Level 1	Level 2	Level 3	Total
	£	£	£	£
Derivative Liabilities	-	-	7,888,266	7,888,266

Investments whose values are based simply on quoted market prices in active markets are classified within level 1. At 31 December 2021, it was the opinion of the Investment Board that the Public Shares should be categorised as level 1.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs would be classified within level 2. As level 2 investments include positions that are not traded in active markets, and/or are subject to transfer restrictions, valuations are discounted to reflect illiquidity and/or non-transferability, which are generally based on available market information. At 31 December 2021, it was the opinion of the Board that no financial instruments were categorised as level 2.

Investments classified within level 3 have significant unobservable inputs as they trade infrequently. As observable prices are not available for the investments, the Investment Manager uses valuation techniques to derive their fair value. At 31 December 2021, it was the opinion of the Board that the Warrants should be categorised as level 3.

The following summarises the valuation methodologies and inputs used for derivative liabilities categorised in Level 3.

31 December 2021	Fair value combined	Valuation methodologies	Unobservable inputs
Private equity investments	GBP

Derivative Liabilities	7,888,266	Black Scholes Option Pricing Method	Volatility Years to expiration

The following table provides information about the sensitivity of the year end fair value measurement to changes in the most significant inputs:

Description

Significant unobservable input

Estimate of the input

Sensitivity of the fair value measurement of the input

Derivative Liabilities

Volatility

8.7%

An increase to 9.7% (decrease to 7.7%) would increase (decrease) fair value by £1,522,297 (£1,245,516).

Derivative Liabilities

Years to expiration

6 years, 8 months

Decrease by 6 months (Business Combination occurs at end of 15 month initial period) the fair value would decrease by £465,780.

For the period 14 April 2021 to 31 December 2021

2. Principal Accounting Policies, continued

New and amended accounting standards

At the date of authorisation of these financial statements, the following relevant standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective:

· IAS 1 (amended), "Presentation of Financial Statements" (amendments regarding the classification of liabilities, effective for periods commencing on or after 1 January 2023).

· Amendments to IFRS 3,' Business combinations' (effective for periods commencing on or after 1 January 2022) - The amendment adds a requirement that, for transactions and other events within the scope of IAS 37 or IFRIC 21, an acquirer applies IAS 37 or IFRIC 21 (instead of the Conceptual Framework) to identify the liabilities it has assumed in a business combination and adds an explicit statement that an acquirer does not recognise contingent assets acquired in a business combination.

· Amendments to IAS 16, 'Property, plant and equipment' (effective for periods commencing on or after 1 January 2022) - Proceeds before Intended Use - The amendment to IAS 16 Property, Plant and Equipment (PP&E) prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment. Entities must disclose separately the amounts of proceeds and costs relating to items produced that are not an output of the entity's ordinary activities.

· Amendments to IAS 37, 'Provisions, contingent liabilities and contingent assets' (effective for periods commencing on or after 1 January 2022) - The changes in Onerous Contracts - Cost of Fulfilling a Contract specify that the 'cost of fulfilling' a contract comprises the 'costs that relate directly to the contract'.

· Annual Improvements to IFRS Standards 2018-2020 (effective for periods commencing on or after 1 January 2022). In regard to IFRS 9, the amendment clarifies which fees an entity includes when it applies the '10 per cent' test in assessing whether to derecognise a financial liability.

The Directors expect that the adoption of these amended standards in a future period will not have a material impact on the Company's audited Consolidated Financial Statements.

The Company recognises financial assets when the entity becomes a party to the contractual provisions of the instrument.

Financial assets at amortised cost

Financial assets at amortised cost, which includes other receivables, amounts held in escrow and cash and bank balances, are initially recognised at their fair value at the date of the transaction and are subsequently measured at amortised cost using the effective interest rate method. Cash and cash equivalents are defined as cash in hand, demand deposits and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value. Cash and cash equivalents consist of cash at bank and deposits with a maturity of less than three months at the date of inception.

Amounts held in escrow are made up of the proceeds of the Placing, Overfunding Subscription, Over-allotment Overfunding Subscription and Over-allotment Placing. Any interest earned is also included. Pursuant to the terms of the Escrow Agreement and in accordance with the requirements set out in Listing Rule 5.6.18A(2), the Company may only direct the release of funds upon the occurrence of certain payment events further detailed in note 6.

Subsequent measurement

Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest rate method. The amortised cost of a financial asset is the amount at which the financial asset is measured on initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any allowance for expected credit losses.

For the period 14 April 2021 to 31 December 2021

2. Principal Accounting Policies, continued

Financial assets at amortised cost, continued

Subsequent measurement, continued

At each reporting date, the Company measures the loss allowance on financial assets carried at amortised cost at an amount equal to the lifetime expected credit losses, if the credit risk has increased significantly since initial recognition. If, at the reporting date, the credit risk has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses. The expected credit losses are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the financial asset, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including the time value of money where appropriate.

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and exposure at the default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information.

Cash and bank balances and other receivables are undiscounted. Due to their short-term nature the discounting impact is not regarded as material.

Allowances for expected credit losses are recognised in profit or loss in the Statement of Comprehensive Income.

Derecognition

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into. Financial liabilities are initially recognised at fair value plus transactions costs that are attributable to their acquisition or issue.

The Company's financial liabilities during the period are comprised of liabilities related to the redeemable Public Shares, trade and other payables and derivative liabilities related to the Public and Sponsor Warrants.

Subsequent measurement

The redeemable Public Shares and trade and other payables are classified as financial liabilities at amortised cost and are measured at amortised cost using the effective interest rate. The amortised cost of a financial liability is the amount at which the financial liability is measured on initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount. Such amortisation amounts are recognised in the Statement of Comprehensive Income. Due to the short term nature of the trade and other payables, they are stated at their nominal value, which approximates their fair value.

Public Warrants and Sponsor Warrants are derivative liabilities, which are classified as financial liabilities at fair value through profit or loss. Subsequent to initial recognition, the Public and Sponsor Warrants are measured at fair value and changes thereto are recognised in the Statement of Comprehensive Income.

Expenses

All expenses are accounted for on an accrual basis and are presented as expense items, except for expenses that are incidental to the disposal of an investment which are deducted from the disposal proceeds, and expenses related to the issue of shares which are netted against the financial instruments they are allocated to. For equity instruments, these reduce share capital, for derivative liabilities these are expensed immediately and for liabilities these initially reduce the liability and are subsequently accreted to the Profit and Loss over time.

Prepayments

Prepayments are expenses paid in advance that are amortised on a straight-line basis over the period to which they are applicable.

For the period 14 April 2021 to 31 December 2021

2. Principal accounting policies, continued

Equity

Equity is classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity is recorded at the amount of proceeds received, net of issue costs.

Class B ordinary shares ("Sponsor Shares") are classified as equity in accordance with IAS 32 - "Financial Instruments: Presentation" as these instruments include no contractual obligation to deliver cash and the redemption mechanism is not mandatory.

Class A ordinary shares ("Public Shares") held by the Sponsor are subject to the Lock-up and Waiver Agreement (see note 12) and as a result of these restrictions are classified as Equity.

Share issue costs

Share issue cost have been incurred in relation to the issue of the Sponsor Shares, Public Shares and Warrants. Where shares are classified as equity, share issue costs are recognised in equity. Public Shares not subject to the Lock-up and Waiver Agreement (see note 12) have been classified as liabilities, due to the redemption facility attached to these Shares. Share issue costs attributed to these shares are amortised to the Statement of Comprehensive Income using the effective interest method. For Warrants the share issue costs are recognised immediately in the Statement of Comprehensive Income.

Share-based payments (equity-settled)

The grant of the Sponsor Shares is recognised as equity-settled share-based payments under IFRS 2. Services received in exchange for the grant of any share-based payments are measured by reference to the fair value of the instruments at the grant date, which is determined to be the date of consummation of the Business Combination. Share-based payments are recognised as an expense in the Statement of Comprehensive Income.

Tax

The Directors intend that the affairs of the Company will be managed and conducted so that it does not become resident in the United Kingdom for UK taxation purposes. Accordingly, and provided that the Company does not carry on a trade in the United Kingdom (whether or not through a permanent establishment situated therein), the Company will not be subject to UK income tax or UK corporation tax, except on certain types of UK source income and on any capital gains tax realised on the disposal of any UK land or the disposal of certain interests in entities which derive, directly or indirectly, 75% or more of their gross asset value from UK land.

3. Tax status

The tax legislation of the jurisdiction in which a prospective investor is resident for tax purposes or otherwise subject to tax and the tax legislation of Guernsey may have an impact on the income received from the securities. Prospective investors considering an investment in the Shares cum Rights, comprising the Public Shares and Public Warrants, should consult their advisers on the possible income tax consequences of investing in such securities under the laws of their country of citizenship, residence or domicile.

For the period 14 April 2021 to 31 December 2021

4. Use of judgements and estimates

The preparation of Financial Statements in accordance with IFRS requires the Board to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities and income and expenses. The estimates and associated assumptions are based on various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on a semi-annual basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The principal judgements and estimates are as follows:

Judgements

Share-based payments

Regarding the Sponsor Shares issued by the Company, the Board has exercised judgment in determining whether the Sponsor Shares should be treated as a financial instrument (IAS 32) or share based payments (IFRS 2).

IFRS 2 applies to any transaction in which an entity receives goods or services as part of a share based payment arrangement. Careful consideration of all facts and circumstances, such as whether the rights of the Sponsor Shareholders differ from those of the Public Shareholders, is required to determine if IFRS 2 applies. In making this determination, the following factors have been considered.

· Should a Business Combination be successfully achieved, a proportion of the Sponsor Shares will automatically convert into Public Shares at no further cost to the Sponsor Shareholders. As the issue price of each Sponsor Share was £0.01, this represents a considerable discount to the price paid by Public Shareholders;

· The number of Sponsor Shares that may be converted to Public Shares may increase further, subject to certain performance-related conditions subsequent to the Business Combination;

· Notwithstanding that the Sponsor is providing its services to the Company in an equivalent capacity to an employment relationship, the conversion of the Sponsor Shares to Public Shares is entirely contingent on the successful consummation of a Business Combination, and no reward will accrue to the Sponsor for its services in the event that a Business Combination is not consummated.

Accordingly, the Board has exercised judgement in determining that the Sponsor Shares fall under the scope of IFRS 2 as equity-settled share based payments. The fair value at the grant date of equity-settled share based payments is generally recognised as an expense with a corresponding increase in equity over the vesting period.

The deemed grant date of the Public Shares will determine the point at which the Public Shares will be accounted for under IFRS 2. The Board has determined that the effective grant date for the Public Shares is the point of consummation of a Business Combination, and not the original date of issue of the Sponsor Shares for the following reasons:

· No contractual obligation on the part of the Company to deliver cash or any other financial asset to holders of the Sponsor Shares exists prior to a Business Combination, and the Sponsor Shareholders are not entitled to any preferential terms over holders of Public Shares;

· Should the Sponsor fail to successfully achieve a Business Combination, then the Sponsor Shares will not be eligible for conversion to Public Shares and the Sponsor will receive no material compensation for their work in attempting to identify a target acquisition;

· Under the Lock-up and Waiver Agreement, the Sponsor has agreed to waive its right to any liquidating distributions from the Escrow Account; and

The Sponsor did not commence any services related to target screening, searching out, identifying and evaluating potential Business Combinations for the company until after the admission of the Public Warrant on 7 January 2022.

For the period 14 April 2021 to 31 December 2021

Use of judgements and estimates, continued

As a result, no expense for such payments will be recognised until the Business Combination is consummated. At that date (and potentially certain later dates should certain triggering events occur) an expense will be recognised in the Statement of Comprehensive Income on a fair value basis.

Sponsor Warrants

Similarly to Sponsor Shares, the Board has exercised judgement in determining whether the Sponsor Shares should be treated as a financial instrument (IAS 32) or share based payments (IFRS 2). IFRS 2 applies to any transaction in which an entity receives goods or services as part of a share-based payment arrangement. That determination requires careful consideration of all the facts and circumstances, such as whether the rights of the Sponsor Warrant holders differ from those of the Public Warrant holders. The board have determined that Sponsor Warrants do not fall within the scope of IFRS 2 for the following reasons:

· The Sponsor Warrants were issued at a price of £1 per Warrant and are exercisable at a price of £11.50 per Public Share, which do not represent preferential terms to those afforded to Public Warrant holders;

· No further Sponsor Warrants are receivable for zero or discounted consideration;

· The commercial basis for the issue of Sponsor Warrants is to provide sufficient capital to cover the Company's listing costs and operating expenses until the achievement of a Business Combination, without diluting the value of the Public Shareholders' shares;

· There are no service conditions attached to the Sponsor Warrants;

· Sponsor Warrant holders have no different rights from Public Warrant holders in the event of a successful Business Combination or the failure to achieve such a combination.

The Board's judgment is that the Sponsor Warrants are a puttable financial instrument that includes a contractual obligation for the issuer to redeem that instrument for cash or another financial asset (in this case, a Public Share) upon exercise. The Sponsor Warrants do not entitle the holder to a pro rata share of the entity's assets in the event of the entity's liquidation and are therefore classified as a financial liability in accordance with section 16 of IAS 32.

Deferred underwriting fee

Citigroup Global Markets Limited ("the Underwriter" of the Company's Placing) is potentially entitled to a deferred underwriting fee. The Board has exercised judgement in determining that at the year-end no liability in relation to this fee exists as IAS 32 requires the recognition of the worst-case liability which would be to repay the funds raised to shareholders if no business combination is completed. This underwriting fee is only payable on the completion of a Business Combination and will be paid from the funds held in the Escrow account.

Estimates

Fair value of derivative financial instruments at fair value through profit or loss

The Company recognises its investment in derivative instruments (Public Warrants and Sponsor Warrants) initially at fair value at date of issuance with any subsequent movement in fair value between the issuance date and the year-end being recognised as a fair value movement through profit and loss. A third party valued the Warrants using an appropriate valuation model and determined the fair value at the date of issuance to be £0.73 per warrant and the fair value at year-end date to be £0.57 per warrant. Judgements were required for the inputs into the valuation model specifically volatility rates of suitable comparable companies and estimated life of the warrants (see note 2 for details).

For the period 14 April 2021 to 31 December 2021

5. Financial risk management

Financial risk factors

The Company is exposed to market risk, credit risk and liquidity risk. The risk management policies employed by the Company to manage these risks are discussed below:

(a) Market risk

Market risk is the risk that changes in market factors such as foreign exchange rates, interest rates and equity prices will affect the Company's income and/or the value of its holdings in financial instruments.

Foreign currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. During the period ended 31 December 2021, the Company had no financial instrument denominated in a currency other than its operational and reporting currency, and therefore was not exposed to foreign currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's cash and cash equivalents are non-interest-bearing, however the restricted cash balance consists of amounts held in an Escrow account which accrue interest at a variable rate and therefore exposed to interest rate risk.

As at 31 December 2021, if interest rates had been 0.5% higher/lower, with all other variables held constant, the Company's bank interest received for the period would have been £61,540 higher or lower.

Price risk

Price risk is the risk that changes in market prices will affect the value of the Company's financial assets or liabilities at fair value through profit or loss. The Company is exposed to price risk in respect of its Public Warrants and Sponsor Warrants, which are measured at fair value using an appropriate valuation model.

As at 31 December 2021, the Public Warrants had not yet been admitted to trading, and the valuation attributed to them has been used solely to determine the portion of the £10 issue price of the Public Shares cum rights to be allocated to the Public Warrants.

The fair value of the Sponsor Warrants has similarly been used to determine the portion of the £1 issue price of the Sponsor Warrants to be classified as a financial liability, the remainder of the issue price being allocated to Other reserves as a capital contribution from the Sponsor, which is classified as equity.

Accordingly, as at 31 December 2021, the price of the Public and Sponsor Warrants has no impact on the Company's total comprehensive income for the period.

(b) Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company, resulting in a financial loss to the Company. The Company is exposed to credit risk arising from its restricted cash, cash and cash equivalents and other receivables.

The maximum credit risk exposure in relation to the Company's cash balances is best represented by the carrying value of the cash and cash equivalents, amounts held in escrow balances and other receivables in the Statement of Financial Position.

The Company seeks to mitigate the credit risk attached to its cash and cash equivalents and amounts held in escrow by placing all cash with reputable banking institutions with a credit rating of A (or equivalent) or higher as determined by an internationally recognised rating agency.

Cash and cash equivalents are held with Royal Bank of Scotland International ("RBSI"), which has a Fitch long term credit rating of A, a Moody's long-term credit rating of A3 and an S&P long-term credit rating of A-.

Amounts held in escrow are held with Citibank, N.A. which has a Fitch long term credit rating of AA-, a Moody's long-term credit rating of Aa3 and an S&P long-term credit rating of A+.

For the period 14 April 2021 to 31 December 2021

Financial risk management, continued

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The table below analyses how quickly the Company's assets can be liquidated to meet the obligation of maturing liabilities.

Maturity Analysis

As at 31 December 2021	Less than 1 month	>12 months	Total
Assets	£	£	£

Restricted cash	-	150,146,837	150,146,837
Cash and cash equivalents	1,657,916	-	1,657,916
Other receivables	1,000,000	-	1,000,000
	2,657,916	150,146,837	152,804,753
Liabilities
Public share liabilities	-	138,139,433	138,139,433
Derivative liabilities	-	7,888,266	7,888,266
Other payables	-	425,154	425,154
	-	146,452,853	146,452,853

( c) Capital risk management

The capital structure of the Company consists of equity attributable to holders of Sponsor Shares and non-redeemable Public Shares, redeemable Public Shares issued (see note 7) and retained earnings.

6. Cash and cash equivalents

			31 December 2021
			£
Restricted cash			150,146,837
Cash and cash equivalents			1,657,916
Total			151,804,753

Pursuant to the terms of the Escrow Agreement and in accordance with the requirements set out in Listing Rule 5.6.18A(2), the Company may only direct the release of cash held in escrow ("restricted cash") upon the occurrence of a payment event, being any of:

· redemption by any holder of Public Shares in connection with the completion of a Business Combination (which has been approved by the Board and the Required Majority at the Business Combination General Meeting, in each case in accordance with the requirements of the Articles of Incorporation);

· the passing of the Business Combination Deadline without the Company completing a Business Combination;

· approval by the Board of the Business Combination, and the Required Majority adopting a resolution to approve the Business Combination prior to the Business Combination Deadline, in each case in accordance with the requirements of the Articles of Incorporation;

· the winding-up or liquidation of the Company; or

· income tax on interest earned (if any) on the funds in escrow becoming payable by the Company.

The Escrow Agent shall also be permitted to release funds in the Escrow Account in accordance with the terms of a Judgment determining entitlement of the Company or any other person to the funds or any portion thereof, provided that, at the Escrow Agent's sole discretion, such Judgment shall be accompanied by a legal opinion confirming the effect of such Judgement, that it represents a final adjudication of the rights of the parties and that the time for appeal from such Judgment has expired without an appeal being made.

For the period 14 April 2021 to 31 December 2021

7. Issued share capital

Shares	31 December 2021
	No. of shares	£
Redeemable Class A ordinary shares of no par value ("Public Shares")	14,647,985	146,479,850
Non-redeemable Class A ordinary shares of no par value ("Public Shares")	366,200	3,662,000
Class B ordinary shares of no par value ("Sponsor Shares")	3,661,996	36,620
	18,676,181	150,178,470

Class A ordinary shares ("Public Shares")

Further to publication of its prospectus on 25 November 2021, the Company completed the placing of 14,350,000 units of the Company at a price of £10 per unit, each unit comprising one Public Share in the Company and the right to receive one half of one warrant in respect of Public Shares ("Public Warrant"). 350,000 of these Public Shares were issued to the Sponsor via the Company's Overfunding Subscription.

On 30 November 2021, the Company announced the admission of 14,350,000 Public Shares to trading on the London Stock Exchange's main market for listed securities ("LSE").

On 3 December 2021, the Company announced that Citigroup Global Markets Limited, acting as Stabilisation Manager, had partially exercised the Over-allotment Option granted by the Company in respect of 647,985 units, at a price of £10 per unit. Accordingly, 647,985 Public Shares were admitted to trading on LSE on 7 December 2021. The Over-allotment Option was granted to the Stabilisation Manager to enable the Stabilisation Manager to require the Company to issue up to 1,000,000 Option Units, each option Unit comprising one Public Share in the Company and the right to receive one half of one Public Warrant.

In addition, and as disclosed in the Prospectus, HPAC Sponsor LLP (the "Sponsor") subscribed for a further 16,200 units via the Overfunding Subscription. Accordingly, a further 16,200 Public Shares were admitted to trading on LSE on 10 December 2021.

As at 31 December 2021, the total number of Public Shares admitted to trading is 15,014,185, of which 366,200 Shares were issued to the Sponsor via the Overfunding Subscription and the Over-allotment Option. These latter shares are subject to the Lock-up and Waiver Agreement (see note 12), which, inter alia, removes the right of redemption attached to these Public Shares, which are accordingly classified as equity. These 366,200 shares alongside the 3,661,996 Class B ordinary shares make up share capital net of share issuance costs of £93,856.

Holders of the remaining 14,647,985 Public Shares are entitled to redeem all or a portion of their Public Shares upon the completion of the business combination. Accordingly, these Public Shares are classified as liabilities in the Company's Statement of Financial Position and are measured at amortised cost.

Public Shares carry the right to receive dividends and other distributions declared on them, and holders of Public Shares are entitled to one vote per share at a general shareholders' meeting of the Company, including a vote on the proposed business combination.

Public Shares			31 December 2021
			£
Proceeds of issue of Public Shares			146,479,850
Less: initial recognition of Public Warrants			(5,480,174)
Less: share issue costs			(3,577,995)
Effective interest accretion			717,752
			138,139,433

For the period 14 April 2021 to 31 December 2021

7. Issued share capital, continued

Class B ordinary shares ("Sponsor Shares")

During the period, the Sponsor and the Directors have subscribed to a total of 3,661,996 Sponsor Shares at a price of £0.01 per share.

As at 31 December 2021, the total number of Sponsor Shares in issue is 3,661,996.

Upon completion of the Business Combination, the Sponsor Shares will convert on the trading day following the consummation of the Business Combination into such number of Public Shares that the number of Public Shares issuable to the Sponsor upon conversion of all Sponsor Shares will be equal, on an as-converted basis, to 8% of the total number of Ordinary Shares issued and outstanding as a result of the completion of the Placing (including the Public Shares issued pursuant to the Over-allotment Option). In addition, each Sponsor Share will be converted into Public Shares (in two further tranches equal to 6% of the total number of Ordinary Shares issued and outstanding) after the Business Combination subject to certain performance-related conditions.

Subject to the variation of certain voting rights and powers in respect of the Business Combination, Sponsor Shares carry the same shareholder rights as Public Shares. However, the Company's Sponsor and Directors have entered into a Lock-up and Waiver Agreement with the Company (see note 12), under which they have agreed to waive their redemption rights in respect of the Sponsor Shares or any Public Shares acquired as a result of conversion in connection with the Business Combination. Accordingly, the Sponsor Shares are classified as equity in the Company's Statement of Financial Position.

8. Warrants

Public Warrants

Subsequent to the period end, on 7 January 2022, 7,507,088 Public Warrants, the right to which was included in the issue of units in the Company during the period (see note 7), were admitted to trading on LSE.

Each Public Warrant gives the holder the right to subscribe for one Public Share at a price of £11.50 following the completion of the Business Combination.

Accordingly, the Public Warrants are classified as derivative liabilities and initially will be recognised at their fair value of £0.73 per warrant at the issuance date of 25 November 2021. Between issuance date and year end a fair value movement of £1,201,134 has been recognised through profit and loss.

As at 31 December 2021, the Public Warrants have been valued using an appropriate valuation model at £0.57 per Warrant and are recognised in these Financial Statements at a total value of £4,279,040.

Sponsor Warrants

During the period, the Sponsor and the Directors have subscribed to a total of 6,331,977 Sponsor Warrants at a price of £1 per warrant. Of the £6,331,977 raised from the issue of the Sponsor Warrants, a derivative liability was recognised at the fair value of £0.73 per warrant at the issuance date of 25 November 2021. The remainder has been allocated to Other Reserves as a capital contribution to the company. Subsequently, at 31 December 2021, the Sponsor Warrants have been valued at £0.57 per warrant and are recognised in these Financial Statements at a total value of £3,609,226. The movement in fair value of £1,013,116 between date of issuance and year end has been recognised as a fair value movement through profit and loss. Each Sponsor Warrant gives the holder the right to subscribe for one Public Share at a price of £11.50 following the completion of the Business Combination.

9. Other receivables

Other receivables comprises an amount of £1,000,000 due from Hambro Perks Limited, which was settled on 11 March 2022.

For the period 14 April 2021 to 31 December 2021

10. Earnings per share

The calculation of basic and diluted earnings per share has been based on the following profit attributable to shareholders and weighted-average number of ordinary shares outstanding at the year end.

For the period ended 31 December 2021	Basic	Diluted
	£		£
Profit for the period	£1,080,886		£1,080,886

Weighted average number of shares	531,950		531,950

Earnings per share	£2.03		£2.03

The weighted -average number of ordinary shares is determined by reference to the 3,661,996 Class B Ordinary shares and 366,200 Public shares issued to the Sponsor and subject to the Lock-up and Waiver Agreement. Public and Sponsor Warrants are deemed to be anti-dilutive as the average market price of ordinary shares during the period did not exceed the £11.50 exercise price of the Warrants and they are therefore out of the money and excluded from the diluted earnings per share calculation. The 14,647,985 redeemable Public Shares under IAS 33 are deemed to be contingently issuable shares issuable only upon a Business Combination so under IAS 33.24 will be excluded from the earnings per share calculations until the Business Combination has occurred.

11. Auditor's remuneration

Grant Thornton UK LLP ("GT") was appointed as independent auditor on 24 November 2021. The remuneration to Grant Thornton UK LLP and to other Grant Thornton member firms for audit of the Company's annual financial statements amounts to £97,850. As at 31 December 2021, £97,850 was unpaid.

12. Related party transactions

From 14 April 2021 (being the Company's date of incorporation) to date, the Company has entered into the following related party transactions:

a) the letters of appointment with each of the Directors (for further detail see note 13);

b) the acquisition of 3,661,996 Sponsor Shares by the Sponsor and the Directors (note 7);

c) the acquisition of 6,331,977 Sponsor Warrants by the Sponsor and the Directors at a price of £1 per Sponsor Warrant, the proceeds of which were used to finance the placing and listing expenses and the operating expenses of the Company prior to the completion of the Business Combination (note 8);

d) the Lock-up and Waiver Agreement, under which the Sponsor and the Directors have agreed to waive their redemption rights in respect of their holding of Public or Sponsor Shares, and undertaken not to participate in the shareholder vote on the proposed Business Combination;

e) the M&A Advisory Agreement (for further detail see note 13); and

For the period 14 April 2021 to 31 December 2021

Related party transactions, continued

f) the acquisition of 366,200 Public Shares cum rights by the Sponsor at a price of £10 per Share under the Overfunding Subscription (note 7).

The Over-allotment Option is an option granted to the Stabilisation Manager by the Company, exercisable in full or in part during the period commencing on the date of the commencement of conditional dealings in the Public Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter, pursuant to which the Stabilisation Manager may require the Company to issue at the fixed Placing Price of £10 up to 1,000,000 Option Units, comprising up to 7.1% of the aggregate number of Shares cum Rights sold in the Placing (excluding the Option Units), solely for the purpose of covering over-allotments and short positions, if any, in connection with the Placing or to facilitate stabilisation transactions, if any, with a view to supporting the market price of the Public Shares at a higher level than that which might otherwise prevail in the open market.

The over-allotment shares were issued to the Sponsor and were subsequently repurchased by the Company. These shares were held in treasury and loaned to the Stabilisation Manager under the Stock Loan Agreement. On exercise of the Over-allotment option, the Company was obliged to issue up to 1,000,000 Shares cum Rights in order to satisfy its obligations under the Option. Any unissued Shares cum Rights were required to be returned to the Company pursuant to the Stock Loan Agreement for cancellation upon expiry of the Option. The Over-allotment Option expired on 24 December 2021, and accordingly no further Shares may be issued thereunder.

During the period, the Directors received the following remuneration in the form of Directors' fees:

		For the period from 14 April 2021 to 31 December 2021
		£
Sir Anthony Salz		4,164
Dominic Perks		4,164
Dominic Shorthouse		4,164
Matthew Wood		4,164
Dr Sarah Wood		3,508
		20,164

13. Material agreements

Administration Agreement

Sanne Fund Services (Guernsey) Limited (the "Administrator") was appointed pursuant to the terms of the Administration and Secretarial Support Services Agreement dated 25 November 2021 (the "Administration Agreement").

Under the terms of the Administration Agreement, the Administrator is entitled to receive:

· Various launch fees including an establishment fee (nominal fixed fee of £2,000), a listing fee (fixed fee of £6,500) and a financial position and prospects procedures memorandum fee (fixed fee of £11,000), plus additional charges for certain duties undertaken from time to time.

· A fixed administration fee of £30,000 per annum until a target acquisition is identified.

· An abort fee capped at £20,000 in the event the project aborts at any time.

The Administration fees for the period totalled £3,041, of which £3,041 was outstanding at the period end.

Total launch fees for the period totalled £20,550, of which £20,550 was outstanding at the period end.

The Administration Agreement can be terminated by either party giving to the other not less than 90 calendar days' notice in writing (or such shorter notice as the parties may agree). On 31 December 2021, the Company gave written notice to the Administrator of its intention to terminate the agreement. It was agreed that termination would be effective as of 30 April 2022.

For the period 14 April 2021 to 31 December 2021

13. Material agreements, continued

M&A Advisory Agreement

Hambro Perks Advisory LLP (the "Adviser") was appointed pursuant to the terms of the M&A Advisory Agreement dated 24 November 2021.

Under the terms of the M&A Advisory Agreement, the Advisor is entitled to receive a monthly fee of £10,000 commencing on the date of the M&A Advisory Agreement and ending on the earlier of the date of (i) completion of the Business Combination and (ii) the Business Combination deadline. The M&A Advisory Agreement may also be terminated by notice in writing by a party subject to certain events occurring.

During the period ended 31 December 2021, an amount of £12,000 was payable to the Advisor, of which £12,000 was outstanding at the period end.

Hambro Perks Limited

As at 31 December 2021, an amount of £1,000,000 was due to the Company by Hambro Perks Limited, the controlling party of the Sponsor and the Advisor. This amount was settled on 11 March 2022.

Directors' letters of appointment

The Company has no employees. The Directors are the only key management personnel of the Company. Each Director was appointed pursuant to a letter of appointment between the respective Director and the Company dated on each Directors respective appointment date.

Under the terms of the letters of appointment the Company's Directors each receive an annual fee of £40,000 per annum and will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company's behalf, such as identifying potential Target Businesses and performing due diligence on suitable business combinations.

During the period ended 31 December 2021, the Directors fees amounted to £20,164, of which £20,164 was outstanding at the period end.

Escrow Agreement

Citibank, N.A., London Branch (the "Escrow Agent") was appointed pursuant to the terms of the Escrow Agreement (the "Escrow Agreement"), dated 24 November 2021.

14. Contingencies and commitments

The Underwriter of the Company's Placing is potentially entitled to a deferred underwriting fee payable from the Escrow account upon the successful completion of a Business Combination.

15. Subsequent events

· On 7 January 2022, the Company announced the admission of 7,507,088 Public Warrants to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the LSE. At this date, the warrants move from level 3 to a level 1 with a quoted price of £0.35 per Warrant giving a post year-end revaluation gain of £1,651,559.

There were no other significant post year end events that require disclosure or adjustment in these Financial Statements.

OFFICERS AND ADVISERS

Directors: Sir Anthony Salz (Chairman) (appointed 9 November 2021)

Dominic Perks (Executive Director) (appointed 8 June 2021)

Dominic Shorthouse (Executive Director) (appointed 9 November 2021)

Matthew Wood (Independent Non-Executive Director) (appointed 8 June 2021)

Sarah Wood (Independent Non-Executive Director) (appointed 30 November 2021)

David Piesing (Independent Non-Executive Director) (appointed 14 April 2021, resigned 8 June 2021)

Peter Soliman (Executive Director) (appointed 14 April 2021, resigned 8 June 2021)

Registered Office: PO Box 286

Floor 2, Trafalgar Court

Les Banques, St Peter Port

Guernsey GY1 4LY

Sponsor: HPAC Sponsor LLP

111 Buckingham Palace Road

London, SW1W 0SR

Adviser: Hambro Perks Advisory LLP

111 Buckingham Palace Road

London, SW1W 0SR

Company Secretary: Peter Soliman

Sole Global Coordinator

and CitigroupGlobal Markets Limited

Bookrunner: Citigroup Centre

Canada Square

Canary Wharf

London, E14 5LB

Registrar: Computershare Investor Services (Guernsey) Limited

1st Floor Tudor House

Le Bordage, St Peter Port

Guernsey, GY1 1DB

Independent Auditor: Grant Thornton UK LLP

30 Finsbury Square

London, EC2A 1AG

Legal adviser to the

Company White & Case LLP

as to US and English law: 5 Old Broad Street

London, EC2N 1DW

Legal adviser to the

Company C arey Olsen (Guernsey) LLP

as to Guernsey law: Carey House

Les Banques

St Peter Port

Guernsey, GY1 4BZ

Legal adviser to the Clifford Chance LLP

Bookrunner as to US and 10 Upper Bank Street

English law : London, E14 5JJ

Company Number: 69093 (Registered in Guernsey)

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