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.

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 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.

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:

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:

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:

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:

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

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 SPAC in its pre-merger stage.

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

·    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 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, the 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.

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