Hedosophia European Growth
Annual Report and Audited Financial Statements
For the period 21 January 2021 (date of incorporation) to 31 December 2021 with Report of Independent Auditors
Hedosophia European Growth
31 December 2021
TABLE OF CONTENTS
Page(s) | ||
Directors' Report | 1 | - 2 |
Independent Auditors' Report | 3 | - 9 |
Statement of Financial Position | 10 | |
Statement of Comprehensive Income | 11 | |
Statement of Changes in Equity | 12 | |
Statement of Cash Flows | 13 | |
Notes to the Financial Statements | 14 | - 40 |
Hedosophia European Growth
Directors' Report
31 December 2021
Overview
Hedosophia European Growth (the "Company") has been listed on the Euronext Amsterdam Stock Exchange ("AEX") as of 12 May 2021, having raised €441,353,340 in its IPO of 40,000,000 units and partial over-allotment of 4,135,334 units at €10.00 per unit and €15,870,268 from 9,720,000 sponsor warrants and partial over-allotment of 860,149 sponsor warrants at €1.50 per sponsor warrant. These proceeds were placed in an escrow account as outlined in the Prospectus.
Since the completion of its IPO, the Company's leadership team has been focused on identifying a potential target for the business combination within the meaning of the Prospectus (the "Business Combination"). This process is ongoing and the Company will continue its search with the aim to complete a business combination within 24 months following the Settlement Date (18 May 2021), subject to a six-month extension period under conditions outlined in the Prospectus.
Escrow account
The proceeds of the Company's IPO net of underwriting fees, €446,296,542, were placed in its escrow account held at HSBC Holdings PLC. These funds are available to the Company for the facilitation of the Business Combination, less any excluded amounts as described in the Prospectus.
Costs
€2,500,000 of the €15,870,268 received from issuance of sponsor warrants are held outside the escrow account and will be used to cover the costs relating to the offering and admission, search for a company or business for a business combination and other running costs. As at 31 December 2021, total expenses since the inception of the Company amount to €68,607,435 which consist of formation and operational expenses of €2,071,539, interest expense calculated using the effective interest method of €13,988,453, share-based payment expense of €51,628,655 and other interest of €918,788. The interest expense calculated using the effective interest method and share-based payment expense are non-cash expenses. Refer to Note 7 - Capital instruments, Note 8 - Share-based payment reserve and Note 3 - Fair value measurement for disclosure within the financial statements.
Risks and Uncertainties
Please refer to the following sections of the Prospectus for the Company's principal risks and uncertainties.
- Risk Factors (pages 8 to 32)
- Cautionary Note Regarding Forward-looking Statements (page 39)
The Company's risk management objectives and policies are consistent with those disclosed in the Prospectus. Additional risks or circumstances not known to the Company, or currently believed not to be material, could individually or cumulatively, later turn out to have a material impact on the Company's business, revenue, assets, liquidity, capital resources or net income.
Related Party Transactions
The main related party transactions are outlined in the "Significant Shareholders and Related Party Transactions" section of the Prospectus. Refer to Note 13 - Related party transactions for disclosure within the financial statements.
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Hedosophia European Growth
Directors' Report (continued)
31 December 2021
Responsibility Statement
The Board of Directors of the Company (the "Board") hereby declares that to the best of its knowledge, these financial statements, which have been prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and this Board report includes a fair review of the information required pursuant to sections 5:25d(8) and 5:25d(9) of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
Ian Osborne, Director
Maximilian Bittner, Independent Non-Executive Director (resigned 9 June 2022)
Anthony Danon, Non-Executive Director
Jochen Engert, Independant Non-Executive Director
Jan Kemper, Independent Non-Executive Director
Stephanie Phair, Independent Non-Executive Director
Caspar Wahler, Non-Executive Director
1 July 2022
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KPMG
P.O. Box 493
SIX Cricket Square
Grand Cayman KY1-1106
Cayman Islands
Telephone | +1 345 949 4800 |
Fax | +1 345 949 7164 |
Internet | www.kpmg.ky |
Independent Auditors' Report
To the Board of Directors and Shareholders of Hedosophia European Growth
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Hedosophia European Growth (the "Company"), which comprise the statement of financial position as at 31 December 2021, the statements of comprehensive income, changes in equity and cash flows for the period from 21 January 2021 (date of incorporation) through 31 December 2021, and notes, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, and of its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountant's International Code of Ethics for Professional Accountants (including International Independence Standards) ("IESBA Code") together with the ethical requirements that are relevant to our audit of the financial statements in the Cayman Islands, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:
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Hedosophia European Growth BV published this content on 01 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 07:32:07 UTC.