New Energy One Acquisition Corporation Plc (the "Company") is a public Company incorporated in England and Wales. The Company is domiciled in England and its registered office is 201 Temple Chambers, 3-7 Temple Avenue, London, United Kingdom, EC4Y 0DT.

The principal activity of the Company is that of identifying and acquiring a business developing and/or supporting the application of renewable energy in an innovative sector which is expected to result in a reverse takeover of the Company within the meaning of the rules of the Access segment of the Main Market.

The Company was incorporated on 8 November 2022. As such, this is the first reporting period.

2.      Accounting policies

2.1          Basis of preparation

These Financial Statements of the Company have been prepared on a going concern basis in accordance with UK-adopted International Accounting Standards and the requirements of Companies Act 2006. These Financial Statements have not been audited or reviewed.

Measurement bases

The Financial Statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The preparation of the Financial Statements in compliance with adopted IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3. IAS 34 has been applied in this interim report.

2.2          Going concern

During the period ended 31 May 2022 the Company made a loss of £3.7m and as at 31 May 2022 had net assets of £24.6m. The operations of the Company are financed from funds raised from investors as it does not currently generate revenue.

The Financial Statements has been prepared on a going concern basis. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company has not commenced a trade from which to generate revenue, however, the Directors are confident that it has access to adequate resources to continue operational existence for the foreseeable future from the capital raised from the issue of shares to private investors and the listing of the Company on the Main Market in 2022. The Company may be required to raise further capital to complete the acquisition of a suitable business which it has identified but otherwise has sufficient resources to pursue its investment activities, however sufficient funds exist to fulfil the Company's existing obligations in the going concern period.

The Board has prepared a forecast for a minimum period of at least twelve months from the date of approval of these Financial Statements that has considered potential future capital in-flows, continued operating losses, projected cash-burn of the Company.

2.3          Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and petty cash.

2.4          Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.

2.5          Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accruals and accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

2.6          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 transaction 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 ordinary shares and trade and other payables.

Subsequent measurement

The redeemable ordinary shares and trade and other payables are classified as 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 measure 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 trade and other payables, they are stated at their nominal value, which approximates their fair value.

Following the court-approved cancellation of the share premium portion of the redeemable ordinary shares, this value was transferred from financial liability to distributable reserves, as the obligation to repay the share premium is at the Company's discretion.

2.7          Share-based payments

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 measure by reference to the fair value of the instruments at the grant date, which is determined to be the date of consummation of business combination.  Share-based payments are recognised as an expense in the Statement of Comprehensive Income.

2.8          Share capital

The Company has several types of share instrument. The accounting policies for each are detailed below. Incremental costs directly attributable to the issue of new share or options are shown in equity as deduction net of tax before proceeds.

Deferred shares

On incorporation, 1 share was issued at $1.00. Subsequently, this share was re-classed as a Z deferred share and held in equity.

Prior to re-registration of the Company as a public company, 50,000 deferred shares were issued to LiveStream for £1.00 providing an aggregate nominal value of £50,000. The deferred shares are recognised as equity.

Sponsor shares

Post re-registration, the Company's Sponsors subscribed for 4,375,000, at a nominal value of £0.001, for an aggregate value of £4,375. 75% were issued to LiveStream (held for itself, Access Capital, Li You the directors, strategic advisors, future advisors and future employees), and 25% to Eni.

The sponsor shares will convert to ordinary shares on a one-for-one basis as follows:

-        40% on completion of a business combination;

-        30% between completion of a business combination and the 10th anniversary of a business combination if the closing price of ordinary shares is equal to or greater than £12.00 for any 10 trading days within a 30-trading day period; and

-        30% between completion of a business combination and the 10th anniversary of a business combination if the closing price of ordinary shares is equal to or greater than £14.00 for any 10 trading days within a 30-trading day period.

It has been determined that the sponsor shares fall under the scope of IFRS 2 equity-settled share-based payment. 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 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. This is because there is no 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, the Sponsor Shareholders are not entitled to any preferential terms over holders of public shares and the Sponsor Shareholders have agreed to waive any right to any distributions by the Company from the escrow account. In addition to this, should the Company 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.

As a result, no expense for such payments will be recognised until the Business Combination is consummated. At that date an expense will be recognised in the Statement of Comprehensive Income on a fair value basis.

Redeemable ordinary shares

IPO investors subscribed in aggregate for 15,654,605 redeemable ordinary shares, Eni subscribed for 1,750,000 redeemable ordinary shares of nominal value £0.001 each, at a price of £10.00 each, for £17,500,000, and LiveStream subscribed for 95,395 redeemable ordinary shares, of nominal value £0.001, at a price of £10.00 each, for £953,950.

The redeemable ordinary shares can be tendered for redemption by a shareholder (other than Eni and LiveStream) at any point between the date of the shareholder meeting for business combination approval is convened and the date that is two trading days before the date of the shareholder meeting, and the redemptions will take effect on the business combination completion date. On redemption, the Company will issue the shareholder £10.325 each for every share redeemed.

Initially, the redeemable ordinary shares are recognised in the Statement of Financial Position as a financial liability under IAS 32 as the Company does not have an unavoidable right to avoid payment in cash for the redeemable ordinary shares. The redeemable ordinary shares are initially recognised at fair value, to be calculated taking into consideration the probabilities that shares will be redeemed for £10.325, if redeemed after 15 months for example, or not redeemed at all. Subsequent measurement will be at amortised cost, using the effective interest to bring the liability up to the value due to holders of the redeemable ordinary shares.

The redeemable ordinary shares subscribed for by the sponsors are recognised as equity as part of the subscription agreement both sponsors entered into, contains an agreement whereby the sponsors waive the right to redeem.

In April 2022, it was announced that the planned court-approved capital reduction, whereby the statutory share premium paid on the issue of the redeemable ordinary shares was cancelled and transferred to distributable reserves was completed. The transferred amount sits in retained earnings. As the Company still does not an unavoidable right to avoid payment in cash for the redeemable ordinary shares, the financial liability remains. The Company has set up an 'other reserves' account in equity to account for the transfer of share premium to distributable reserves per Companies Law.

2.9          Taxation

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the United Kingdom. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Current tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

3.     Significant judgments and estimates

The preparation of the Company's Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date, amounts reported for revenues and expenses during the period, and the disclosure of contingent liabilities, at the reporting date.

Estimates and judgements are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.

Sponsor shares

In determining whether the sponsor shares should be treated as a financial instrument under IAS 32 or share-based payments under IFRS 2, the Board reviewed the rights of the Sponsor Shareholders to see if they differ from those of the Public Shareholders. Should a Business Combination be successfully achieved, 40% 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 £0.001, this represents a considerable discount to the price paid by the Shareholders. The remaining 60% of the sponsor shares may convert into ordinary shares in stages post-Business Combination, again, at no further cost to the Sponsor Shareholders.

Further to this, the Sponsor is providing services to the Company in an equivalent capacity to an employment relationship with the conversion of the sponsor shares to public shares entirely contingent on the successful consummation of a Business Combination, and no award will accrue to the Sponsor for its services if a Business Combination is not consummated.

Based on the above, it has been determined that the sponsor shares fall under the scope of IFRS 2 equity-settled share-based payment. 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 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. This is because there is no obligation on the part of the Company to deliver cash or any other financial asset to holders of the sponsor shares prior to a Business Combination, the sponsor shareholders are not entitled to any preferential terms over holders of public shares and the sponsor shareholders have agreed to waive any right to any distributions by the Company from the escrow account. In addition to this, should the Company fail to complete 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.

As a result, no expense for such payments will be recognised until the Business Combination is consummated. At that date an expense will be recognised in the Statement of Comprehensive Income on a fair value basis.

Warrants

Both the sponsor warrants and public warrants are recognised as equity on the Statement of Financial Position, on initial recognition. The public warrants and the sponsor warrants meet the criteria of equity under IAS 32 and IFRS 9, as a fixed number of ordinary shares are due to be received by warrant holders on exercise, for a fixed exercise price. Once the public warrants become exercisable, the Company can issue a redemption notice to redeem not less than all issued and outstanding public warrants for £0.01 per warrant if the market price of the shares equals or exceeds £18.00 for 20 out of 30 trading days. After the redemption notice is issued, warrant holders have not less than 30 days to exercise their warrants on the same fixed terms as above. If this redemption feature is exercised by the Company, the sponsor warrants must also be concurrently called for redemption on the same terms as the public warrants, but the sponsor warrants will be non-redeemable so long as they are held by Eni or LiveStream or their respective permitted transferees.

The Directors have concluded that the redemption feature does not constitute an embedded derivative as the entity will be delivering a fixed number of its own equity instruments and receiving a fixed amount of cash.

The warrants have been valued using the Monte Carlo simulation of fair value, with any change in the fair value recognised in the Statement of Comprehensive Income.

Deferred underwriting fee

The Company's underwriters are potentially entitled to a deferred underwriting fee. The board has exercised judgement in determining at the period 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 completion of a business combination and will be paid from funds held in the escrow account.

Redeemable Ordinary Shares

In April 2022, it was announced that the planned court-approved capital reduction, whereby the statutory share premium paid on the issue of the redeemable ordinary shares was cancelled and transferred to distributable reserves was completed. The transferred amount sits in retained earnings. As the Company still does not an unavoidable right to avoid payment in cash for the redeemable ordinary shares, the financial liability remains. The Company has set up an 'other reserves' account in equity to account for the transfer of share premium to distributable reserves per Companies House.

4.     Loss per share

Basic earnings per share is calculated by dividing the loss attributable in the period to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Company and held as treasury shares. The Company is loss making throughout the period considered, therefore diluted earnings per share has not been considered.

5.     Trade and other receivables

The Directors consider that the carrying amount of trade and other receivables is approximately equal to their value.

Other receivables comprise VAT due on expenses.

6.     Cash and cash equivalents

Included within restricted cash is interest income of £149,910.

7.     Trade and other payables

8.     Share capital 

Deferred shares

On incorporation, 1 share was issued at $1.00. Subsequently, this share was re-classed as a Z deferred share and held in equity.

Prior to re-registration of the Company as a public company, 50,000 deferred shares were issued to LiveStream for £1.00 providing an aggregate nominal value of £50,000.

The purpose of the subscription for deferred shares was to provide the minimum authorised share capital that is necessary on incorporation of, or re-registration of, a public company, which requires share capital of nominal value of at least £50,000 (or €57,100) and must be denominated in GBP or EUR (section 763 CA 2006).

Redeemable ordinary shares

Further to publication of its prospectus on 9 March 2022, the Company completed the placing of 17,500,000 shares in the Company at a price of £10 per share, each comprising one Redeemable Ordinary Share and the right to receive one half of a warrant in respect of each Redeemable Ordinary Share. 1,845,396 of the redeemable ordinary shares were issued to the Company's sponsors.

On 16 March 2022, the Company announced the admission of 17,500,000 redeemable ordinary shares, and 8,750,000 public warrants, to trading on the London Stock Exchange's main market for listed securities ("LSE").

In addition, and as disclosed in the prospectus, the sponsors subscribed for a further 4,375,000 shares, these remain unlisted as per the terms of the instruments, until a business combination takes place.

On 6 April 2022, pursuant to a shareholder resolution, the Company completed a share capital reduction whereby the portion of statutory share premium pertaining to the redeemable ordinary shares was cancelled. The purpose of which was to create distributable reserves to enable the redemption of ordinary shares. As the Company still has the unavoidable right to pay cash in respect of the redeemable ordinary shares, the financial liability remains. Other reserves consist of the figure pertaining to share premium in relation to the redeemable ordinary share held as a financial liability which was cancelled.

Holders of the redeemable ordinary shares are entitled to redeem all or a portion of their shares upon completion of a business combination. Accordingly, these shares are classified as liabilities in the Company's Statement of Financial Position and are measured at amortised cost.

The redeemable ordinary shares held by the sponsors are restricted and non-redeemable by the sponsors, therefore these are classed as equity and apportioned between share capital and share premium, less issue costs, prior to the capital reduction whereby the share premium portion is cancelled and transferred to retained earnings.

Sponsor shares

As mentioned above, the Company's sponsors subscribed for 4,375,000, at a nominal value of £0.001, for an aggregate value of £4,375. 75% were issued to LiveStream (held for itself, Access Capital, Li You Investment Corporation, the directors, strategic advisors, future advisors and future employees), and 25% to Eni.

By virtue of subscribing for sponsor shares, LiveStream and Eni are both sponsors for the purpose of the Listing Rule and are not able to vote on a business combination. The sponsor shares are not tradable but entitle the holder to dividends and other distributions in line with the Articles of Association. Each sponsor share entitles the holder to attend and cast one vote at a general meeting (other than the general meeting in relation to approving a business combination).

The sponsor shares will convert to ordinary shares on a one-for-one basis as follows:

·              40% on completion of a business combination;

·              30% between completion of a business combination and the 10^th anniversary of a business combination if the closing price of ordinary shares is equal to or greater than £12.00 for any 10 trading days within a 30-trading day period; and

·              30% between completion of a business combination and the 10^th anniversary of a business combination if the closing price of ordinary shares is equal to or greater than £14.00 for any 10 trading days within a 30-trading day period.

All sponsor shares that are issued and outstanding on the 10^th anniversary of a Business Combination will be reclassified as deferred shares.

Accordingly, these sponsor shares are classified as equity. These 4,375,000 shares alongside the deferred shares, and the restricted redeemable ordinary shares, less issue costs of £43 make up share capital of £54,375.

As at 31 May 2022, the Company's issued voting share capital consists of 17,500,000 redeemable ordinary shares, and 4,375,000 unlisted sponsor shares.

9.     Warrants

Sponsor warrants

Alongside the sponsor shares being issued, sponsor warrants were issued to the sponsors in the same ratio as the sponsor shares. The sponsor warrants were issued at £1.50 each and are exercisable at £11.50 for one ordinary share, commencing on the date that is 30 days after a business combination. They expire on the fifth anniversary of the business combination completion date.

Once the public warrants (see below), become exercisable, the Company can issue a redemption notice to redeem not less than all issued and outstanding public warrants for £0.01 per warrant if the market price of the shares equals or exceeds £18.00 for 20 out of 30 trading days. After the redemption notice is issued, warrant holders have not less than 30 days to exercise their warrants on the same fixed terms as above. If this redemption feature is exercised by the Company, the sponsor warrants must also be concurrently called for redemption on the same terms as the public warrants, but the sponsor warrants will be non-redeemable so long as they are held by Eni or LiveStream or their respective permitted transferees.

Public warrants

Each ordinary share carried an entitlement to one half of a public warrant. The public warrants carry the same terms and conditions as the sponsor warrants (other than that the sponsor warrants will be non-redeemable so long as they are held by Eni or LiveStream or their respective permitted transferees).

Once the public warrants become exercisable, the Company can issue a redemption notice to redeem not less than all issued and outstanding public warrants for £0.01 per warrant if the market price of the shares equals or exceeds £18.00 for 20 out of 30 trading days. After the redemption notice is issued, warrant holders have not less than 30 days to exercise their warrants on the same fixed terms as above. If this redemption feature is exercised by the Company, the sponsor warrants must also be concurrently called for redemption on the same terms as the

Public warrants, but the sponsor warrants will be non-redeemable so long as they are held by Eni or LiveStream or their respective permitted transferees.

10.  Financial Risk Management

The Company's activities expose it to credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

Credit Risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables. The Company's exposure to credit risk is limited since it does not yet trade and does not hold trade receivables.

The Company considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

Liquidity Risk

In keeping with similar sized investment companies, the Company's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed and the Board regularly manages the working capital requirements of the Company. The Company has minimal committed expenditure and as such the Board is able to manage its payments to ensure adequate liquid resources are available.

Price risk

The Company does not hold any equity securities and as such is not exposed to price risk.

Foreign exchange risk

The Company does not carry out any transactions or hold any balances in currencies other than Sterling, therefore it is not exposed to foreign exchange risk.

11.  Related party transactions

From 8 November 2021 (being the date of the Company's incorporation) to date, the Company entered into the following related party transactions:

On 6 December 2021, LiveStream LLC (Company Sponsor, and a company owned solely by Sanjay Mehta), subscribed for 50,000 deferred shares, which carry no voting or dividend rights.

LiveStream and Eni (Company Sponsor) subscribed for 3,306,250 and 1,068,750 sponsor shares respectively. (See note 8). The Sponsors have entered into an agreement to waive any right to distributions by the Company from the escrow account.

Additionally, LiveStream and Eni subscribed for 3,937,500 and 1,312,500 sponsor warrants respectively. (See note 9).

On IPO, Eni subscribed for 1,750,000 redeemable ordinary shares of nominal value £0.001 each, at a price of £10.00 each, for £17,500,000, and LiveStream subscribed for 95,395 redeemable ordinary shares, of nominal value £0.001, at a price of £10.00 each, for £953,950.

LiveStream agreed to incur and pay or will pay certain Offering Costs on behalf of the Company for an aggregate amount equal to £2,398,379 and the Company has agreed that such amount will be deducted from the aggregate subscription amount payable by LiveStream pursuant to the LiveStream sponsor warrant subscription agreement. As at 31 May 2022, this amount has been recharged to the Company via invoice, so that the costs sit in the Statement of Comprehensive Income, and those that have not yet been settled are recorded in prepayments on the Statement of Financial Position.

Eni entered into a forward purchase agreement with the Company to subscribe to a number of ordinary shares up to the lesser of 15% of the ordinary shares issued in a private investment in public equity transaction; and 4,100,000 ordinary shares at a subscription price of £10.00 per forward purchase share, representing a maximum value of £41,000,000, to be issued at the time of, and conditional on completion of a business combination. As payment is contingent on completion of a business combination, the forward purchase shares will be recognised on settlement of the contract.

An intercompany loan of £68,327 is recognised on the Statement of Financial Position as at 31 May 2022. This loan has been provided to the Company by Access Capital (a Company of which David Kotler is a director). This amount is due to be repaid on completion of a business combination.

12.  Events after the reporting period

There are no subsequent events that require disclosure.