TIDMHMA1
RNS Number : 2004A
HIRO Metaverse Acquisitions I S.A.
21 September 2022
LEI 222100X27S5HMALJTB53
21 September 2022
HIRO METAVERSE ACQUISITIONS I S.A
Interim Results for the Period from 1 January 2022 to 30 June
2022
Hiro Metaverse Acquisitions I S.A. (hereinafter referred to as
HMAI or the "Company") the special purpose acquisition company
sponsored by Hiro Sponsor I LLP, an affiliate of Hiro Capital, a
videogames and metaverse technology venture capital fund, is
pleased to announce its Interim Results for the period from 1
January 2022 to 30 June 2022 (the "Interim Results").
A copy of the Interim Results will also be available on the
Company's website at https://hma1.hiro.capital/investor-resources/
where further information on the Company can also be found. The
Interim Results have also been submitted to the National Storage
Mechanism and will shortly be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For further information please contact:
Hiro Metaverse Acquisitions 1
Peter@hiro.capital
+31612967281
JTC Group - Company Secretary & Administrator
Hiro.cosec@jtcgroup.com
+44 203 846 9774
About Hiro Metaverse Acquisitions I S.A.
Hiro Metaverse Acquisitions I S.A. (hereinafter referred to as
HMAI or the "Company") is a special purpose acquisition company
sponsored by Hiro Sponsor I LLP (the "Sponsor"), an affiliate of
Hiro Capital, a videogames and metaverse technology venture capital
fund.
Founded by Luke Alvarez, Sir Ian Livingstone CBE and Cherry
Freeman, three senior leaders with an established track record of
entrepreneurship and investments in the video gaming, digital
sports and technology sectors. Hiro Capital invests in high-growth
video games, esports, interactive streaming, gamified fitness and
metaverse technology innovators. The founding team having
collectively co-founded and invested in over $9 billion worth of
companies in these sectors, from start-ups to IPO in London and New
York.
HMAI raised GBP115 million through a listing on the London Stock
Exchange.
The Company is focused on targets operating in the sectors of
video games, esports, interactive streaming, GenZ social networks,
connected fitness & wellness and metaverse technologies with
principal business operations in the U.K., Europe or Israel,
although it may pursue an acquisition opportunity in any industry
or sector or region.
The Company was incorporated for the purpose of acquiring a
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
(an "Initial Business Combination").
Hiro Metaverse Acquisitions I S.A.
Interim Report
For the period from 1 January 2022 to 30 June 2022
DIRECTORS' REPORT
to the interim meeting of the shareholders of
HIRO METAVERSE ACQUISITIONS I S.A.
According to the prevailing law and the mandate you have granted
to us we are pleased to report the interim results for the period
of 1 January 2022 until June 30 2022 (the "Half year results").
We herewith submit to your meeting the Groups' unaudited
consolidated financial statements consisting of the Company's
Consolidated statement of comprehensive income, the Consolidated
statement of financial position, Consolidated statement of changes
in equity; Consolidated statement of cash flows and the Notes to
the consolidated financial statements.
STATUS AND ACTIVITIES
The Company is a public limited liability company (société
anonyme) incorporated and operating under the laws of the Grand
Duchy of Luxembourg.
The Company was 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 (an "Initial Business
Combination"). The Company intends to focus on targets operating in
the sectors of video games, esports, interactive streaming, GenZ
social networks, connected fitness & wellness and metaverse
technologies with principal business operations in the U.K., Europe
or Israel, although it may pursue an acquisition opportunity in any
industry or sector or region. Prior to the completion of its
Initial Business Combination, the Company is not engaging in any
operations, other than in connection with the selection,
structuring and completion of its Initial Business Combination.
The Company will need to obtain shareholder approval on the
proposed Initial Business Combination at a general meeting
specifically convened for this purpose (other than in respect of
any Restricted Shares, being Public Shares held by the Directors,
the Sponsor or any Insiders).
The Company's main objective is to complete its Initial Business
Combination within an initial period of 15 months following
admission to trading, 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 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.
During the financial year, the Company did not open any branches
either in Luxembourg or abroad.
The review and development of the company's business, financial
performance and position are addressed by the board in both the
preceding and below paragraphs.
RESULTS AND DIVIDS
At the end of the period under review, the Company recorded a
loss of GBP 521,662.
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 Initial Business Combination.
SHARE CAPITAL
The share capital of the Company on 20 September 2021 was set at
GBP 30,000, represented by 3,750,000 Sponsor Shares without nominal
value.
On 2 February 2022, the number of Sponsor Shares was reduced
from 3,750,000 to 2,875,000.
On 2 February 2022, the share capital of the Company was
increased from GBP 30,000 to GBP 152,829.20 represented by
11,810,500 Public Shares (Class A ordinary shares) and 2,875,000
Sponsor Shares (Class B ordinary shares).
The Company's Public Shares were admitted to trading on the Main
Market of the London Stock Exchange on 7 February 2022 following a
placing of Public Shares at a price of GBP 10 per Public Share.
Each Public Share entitled the holder to receive one-half (1/2) of
one Public Warrant. Each whole Public Warrant entitles a holder to
subscribe for one Public Share for an exercise price of GBP 11.50
per new Public Share. The Public Warrants were issued to holders of
Public Shares and admitted to the Main Market of the London Stock
Exchange on 24 February 2022.
On 8 February 2022, the share capital of the Company was
increased from GBP 152,829.20 to GBP 156,417.20 represented by
11,845,000 Public Shares (Class A ordinary shares) and 2,875,000
Sponsor Shares (Class B ordinary shares).
VOTING RIGHTS
Each Ordinary Share confers the right to cast one vote at the
general meeting. Sponsor Shares have the same voting rights
attached to them as all other Ordinary Shares.
OWN SHARES
During the financial year the Company did not hold any of its
own shares.
RESEARCH AND DEVELOPMENT
During the financial year the Company did not perform any
research and development activity.
DIRECTORS
During the Interim Period the Board of Directors (the "Board")
consisted of:
Name Position Date of appointment Date of resignation
--------------------- ---------------------- -------------------- --------------------
Mr. Luke Alvarez Director 28 October 2021 n /a
--------------------- ---------------------- -------------------- --------------------
Ms. Cherry Freeman Director 28 October 2021 n /a
--------------------- ---------------------- -------------------- --------------------
Sir Ian Livingstone Director 10 December 2021 n /a
--------------------- ---------------------- -------------------- --------------------
Ms. Emily Greer Non-executive Director 7 February 2022 n /a
--------------------- ---------------------- -------------------- --------------------
Ms. Addie Pinkster Non-executive Director 7 February 2022 n /a
--------------------- ---------------------- -------------------- --------------------
Mr. Jurgen Post Non-executive Director 7 February 2022 n /a
--------------------- ---------------------- -------------------- --------------------
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.
CORPORATE GOVERNANCE STATEMENT
As a Luxembourg governed company that will be traded on the
London Stock Exchange, the Company is not required to adhere to the
Luxembourg corporate governance regime applicable to companies that
are traded in Luxembourg. As this regime has not been designed for
special purpose acquisition companies like the Company but for
fully operational companies, the Company has opted to not apply the
X Principles of Corporate Governance of the Luxembourg Stock
Exchange on a voluntary basis.
In addition, the Company voluntarily complies with the
requirements of the U.K. Corporate Governance Code, save as set out
below:
-- Given the composition of the Board and the size and nature of
the Company, the Board considers certain provisions of the U.K.
Corporate Governance Code (in particular the provisions relating to
the division of responsibilities between the chairman, chief
executive and senior independent director, annual performance
evaluation and executive compensation) to be inapplicable to the
Company.
-- The Company will not have nomination or remuneration
committees prior to completion of its Initial Business Combination.
The Board does not consider the nomination or remuneration
committees to be necessary given the size and nature of the
Company. Consequently, the Board will not appoint a remuneration
consultant.
-- The U.K. Corporate 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 Initial Business
Combination.
-- The Board has adopted a share dealing code which is
consistent with the rules of the U.K. Market Abuse Regulation. The
Board will be responsible for taking all proper and reasonable
steps to ensure compliance with such share dealing code by the
Directors.
The audit committee (the "Audit Committee") performs its duties
in compliance with applicable laws. The Audit Committee is composed
of independent directors of the Company and is responsible for all
matters relating to financial controls and reporting, internal and
external audits, the scope and results of audits and the
independence and objectivity of auditors. It monitors and reviews
the Group's audit function and, with the involvement of its
auditor, focuses on compliance with applicable legal and regulatory
requirements and accounting standards. The Audit Committee consists
of Emily Greer, Addie Pinkster and Jurgen Post (chair).
FINANCIAL INSTRUMENTS
The Company's financial assets include equity instruments, cash
and cash equivalents and trade and other receivables. Trade and
other receivables are classified in accordance with IAS 39 and
further details can be obtained from the Notes to the financial
statements.
Equity instruments are classified as investments in
subsidiaries. Disclosures of acquisitions and disposal of shares in
affiliated undertakings are contained in the investments in
subsidiaries.
PRINCIPAL RISKS AND UNCERTAINTIES
The following is a summary of key risks that, alone or in
combination with other events or circumstances, could have a
material adverse effect on the Company's business, financial
condition, results of operations and prospects. In making the
selection, the Company has considered circumstances such as the
probability of the risk materialising, the potential impact, which
the materialisation of the risk could have on the Company's
business, financial condition and prospects, and the attention that
management would, on the basis of current expectations, have to
devote to these risks if they were to materialise:
-- The Company is a newly formed entity with no operating
history and the Company has not generated and currently does not
generate any revenues and, as such, prospective investors have no
basis on which to evaluate the Company's performance and ability to
achieve its business objective.
-- The Company has not yet identified any specific potential
Target Business with which to complete its Initial
BusinesCombination and, as such, prospective investors have no
basis on which to evaluate the possible merits or risks of a Target
Business's operations or specific industry.
-- There is no assurance that the Company will identify suitable
Initial Business Combination opportunities by the Business
Combination Deadline, which could result in a loss of part of the
investment of shareholders.
-- The Company may face significant competition for Initial Business Combination opportunities.
-- The requirement that the Company complete its Initial
Business Combination by the Business Combination Deadline may give
potential Target Businesses leverage over the Company in
negotiating the Initial Business Combination and may limit the time
the Company has in which to conduct due diligence on potential
Target Businesses, which could undermine its ability to complete
its Initial Business Combination on terms that would produce value
for shareholders.
-- 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 Initial Business
Combination or optimise its capital structure.
-- The nominal price paid by the Sponsor for the Sponsor Shares
and the conversion of the Sponsor Shares into Public Shares may
incentivise the Sponsor and the Directors to complete an Initial
Business Combination in order to realise a significant profit
regardless of whether the trading price of Public Shares declines
materially.
-- The Sponsor, the Directors and their respective affiliates
may have competitive interests that conflict with the Company's
interests.
-- Until consummation of an Initial Business Combination, the
Sponsor will hold a substantial interest in the Company and control
the appointment of the Board. As a result, it may exert a
substantial influence on the Company, potentially in a manner that
investors do not support.
-- Past performance by the Company's management team, the
Sponsor and their affiliates and their respective directors and
management teams, including investments and transactions in which
they have participated and businesses with which they have been
associated, may not be indicative of future performance of an
investment in the Company.
-- The Sponsor has paid approximately GBP0.01 per Sponsor Share
and, accordingly, investors will experience substantial dilution
upon conversion of the Sponsor Shares into Public Shares.
-- The Company may issue additional Public Shares to complete
its Initial Business Combination, including via a private
investment in public equity, or PIPE transaction, or under an
employee incentive plan after completion of its Initial Business
Combination. Any such issuances would dilute the interest of the
Public Shareholders and likely present other risks.
-- The outstanding Public Warrants, Sponsor Warrants and
Overfunding Warrants will become exercisable in the future, which
may increase the number of Public Shares and result in further
dilution for the Public Shareholders, and investors may also
experience a dilution of their percentage ownership of the Company
if they do not exercise their Public Warrants or if other investors
exercise their Public Warrants.
-- If the Company is liquidated before the Business Combination
Deadline and distributes the amounts held in the Escrow Account as
liquidation proceeds, Public Shareholders could receive less than
GBP10.30 per Public Share (assuming there are no Additional
Overfunding Subscriptions) or nothing at all. In addition, it is
difficult to predict when the amounts held in the Escrow Account
(if any) will be returned to the Public Shareholders.
-- There is a risk that the market for the Public Shares or the
Public Warrants will not be active and liquid, which may adversely
affect the liquidity and price of the Public Shares and the Public
Warrants.
STATEMENT OF GOING CONCERN
The Directors, having considered the financial position of the
Company for a period of least 12 months from the date of approval
of the financial statements, have a reasonable expectation and
belief that the Company has adequate resources to continue in
operational existence for the foreseeable future given the
available cash and forecast cash outflows.
MANAGEMENT REPORT
For the purposes of compliance with DTR 4.1.5R (2), DTR 4.1.8R
and DTR 4.1.11R the required content of the Management Report can
be found in this Report of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board is responsible for preparing the Report and the
financial statements in accordance with applicable law and
regulations. Company law requires the Board to prepare financial
statements for each financial year. Under that law, the Board has
prepared the Company's separate financial statements and the
Group's consolidated financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
Under company law, the Board must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that year. In preparing these financial
statements, the Board is required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and best estimate;
-- present the financial statements and policies in a manner
that provides relevant, reliable, comparable and understandable
information;
-- state whether they have been prepared in accordance with
applicable IFRSs as adopted by the EU;
-- assess the Company's ability to continue as a going concern,
disclosing, as applicable matters related to going concern; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Board is responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions
and disclose with reasonable accuracy at any time the financial
position of the Company and enable it to prepare the financial
statements, and ensure that the financial statements comply with
company law. It is responsible for such internal control as it
determines necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and has general responsibility for taking such
steps as are reasonably open to it to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities.
The Board is responsible for the maintenance and integrity of
corporate and financial information included on the Company's
website. The financial statements are published on the Company's
website.
Legislation in Luxembourg governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The Board, to the best of its knowledge, confirms that:
-- the financial statements, prepared in accordance with
applicable accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company included in the consolidation as a whole; and
-- the Management Report includes a fair review of the
development of the business and the position of theCompany in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties.
The Board considers the Interim Report and the Group's
consolidated financial statements taken as a whole is fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Company's position and performance,
business model and strategy.
INTERNAL CONTROL
The Board is responsible for determining the nature and extent
of the significant risks it is willing to take in achieving its
strategic objectives. The Board maintains sound risk management and
internal control systems. The Board has reviewed the Company's risk
management and control systems and believes that the controls are
satisfactory given the nature and size of the Company. Controls
will be reviewed following completion of the Initial Business
Combination.
DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Board is aware, there is no relevant audit
information of which the Auditor is unaware. The Directors have
taken all steps that they ought to have taken as Directors to make
themselves aware of any relevant audit information and to establish
that the Auditor is aware of that information.
Finally, we request you to adopt the Interim Report for the
period January 1 - June 30 2022.
Luke Alvarez - Director
Cherry Freeman - Director
Emily Greer - Independent Non-Executive Director
Ian Livingston - Director
Addie Pinkster - Independent Non-Executive Director
Jurgen Post - Independent Non-Executive Director
HIRO METAVERSE ACQUISITIONS I S.A
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD
FROM 1 JANUARY 2022 TO 30 JUNE 2022
Consolidated statement of comprehensive income for the six
months ended 30 June 2022
1 Jan 2022 20 Sept 2021
to to
Notes 30 June 2022 31 Dec 2021
(unaudited) (audited)
GBP GBP
Other operating expenses 5 (530,755) (152,560)
Taxes, duties and similar expenses (450) -
----------- ---------
Operating loss (531,205) (152,560)
Finance income 323,639 -
Finance costs (311,531) -
Foreign currency exchange gains/(losses) (2,566) 272
----------- ---------
Loss before income tax (521,662) (152,288)
Income tax 6 - -
----------- ---------
Loss for the period (521,662) (152,288)
Other comprehensive income - -
----------- ---------
Total comprehensive loss for the
period, net of tax (521,662) (152,288)
=========== =========
Earnings/(loss) per share attributable
to equity holders Net earnings per
share - basic and diluted 7 (0.04) (0.04)
Consolidated statement of financial position as at 30 June 2022
31 Dec
ASSETS Notes 30 June 2022 2021
(unaudited) (audited)
GBP GBP
Current assets
Deferred costs 8 691,337 731,407
Trade and other receivables 1,297 -
Cash and cash equivalents 9 120,778,993 30,000
------------------------ ------------------
Current assets 121,471,627 761,407
------------------------ ------------------
Total Assets 121,471,627 761,407
======================== ==================
Equity and liabilities
Equity
Share capital 10 156,417 30,000
Share premium 10 813,066 -
Accumulated deficit (673,950) (152,288)
------------------------ ------------------
295,533 (122,288)
Liabilities
Current liabilities
Related party payable 11,015 -
Trade and other payables 11 553,548 883,695
Financial liabilities 12 119,073,063 -
Sponsor Warrants 14 1,538,469 -
------------------------ ------------------
Total current liabilities 121,176,095 883,695
------------------------ ------------------
Total liabilities 121,176,095 883,695
------------------------ ------------------
Total equity and liabilities 121,471,627 761,407
------------------------ ------------------
Consolidated statement of changes in equity for the six months
ended 30 June 2022
Notes Share Share capital
capital without
with nominal nominal Accumulated Total
amount amount Share premium deficit equity
GBP GBP GBP GBP
Balance at 1
January 2022 30,000 - - (152,288) (122,288)
Transfers (30,000) 30,000 - - -
Issuance of capital 10 35,880 - 3,414,120 - 3,450,000
Transfers 90,537 - (90,537) - -
Expenses related to
capital
increase - - (2,510,517) - (2,510,517)
Loss for the period - - - (521,662) (521,662)
Other comprehensive - - - - -
income
------------------- ------------------- --------------- ----------- ------------------
Balance at 30 June
2022 (unaudited) 126,417 30,000 813,066 (673,950) 295,533
=================== =================== =============== =========== ==================
Balance at 20
September 2021
Issuance of
incorporation
capital 10 30,000 - - - 30,000
Loss for the period - - - (152,288) (152,288)
Other comprehensive - - - - -
income
------------------- ------------------- --------------- ----------- ------------------
Balance at 31
December 2021
(audited) 30,000 - - (152,288) (122,288)
=================== =================== =============== =========== ==================
Consolidated statement of cash flows for the six months ended 30
June 2022
1 Jan 2022 20 Sept
2021 to
to 31 Dec 2021
(audited)
30 June 2022
(unaudited)
Cash flow from operating activities GBP GBP
Loss before income tax (521,662) (152,288)
Adjustments for:
Finance income (323,639) -
Finance expense 311,531 -
Foreign currency exchange gains/(losses) 2,566
-------------- -----------------
Net cash from operating activities before
income tax (531,205) (152,288)
Changes in working capital:
Decrease/(Increase) in deferred costs 40,070 (731,407)
(Increase) in trade and other receivables (1,297) -
Increase in trade and other payables (319,132) 883,695
-------------- -----------------
Net cash flows from operating activities (811,564) -
Cash flow from financing activities
Proceeds from issue of share capital 35,880 30,000
Proceeds from issue of share premium 3,414,120 -
Payment of cost in relation to capitalisation (2,510,517) -
Proceeds from issue of redeemable shares 115,000,000 -
Proceeds from issue of sponsor warrants 5,300,000 -
Interest received 323,639 -
Foreign currency exchange gains/(losses) (2,566) -
-------------- -----------------
Net cash flows from financing activities 121,560,557 30,000
Net change in cash and cash equivalents 120,748,993 30,000
Cash and cash equivalents, beginning 30,000 -
-------------- -----------------
Cash and cash equivalents at end of the period 120,778,993 30,000
============== =================
Notes to the interim condensed consolidated financial statements
for the six months ended 30 June 2022
1. General information
Hiro Metaverse Acquisitions I S.A. (the "Company") was
incorporated on 20 September 2021 (date of incorporation) as a
public limited liability Company incorporated in Luxembourg
(Société Anonyme or "S.A.") under the laws of the Grand Duchy of
Luxembourg for an unlimited period. The registered office of the
Company is located at 17, Boulevard Raiffeisen, L-2411, Luxembourg,
Grand Duchy of Luxembourg. The Company is registered with the
Luxembourg Trade and Companies Register (Registre de Commerce et
des Société, in abbreviated "RSC") under the number B259488 since
20 September 2021.
On the 8th of December 2021 the Company incorporated HMA1
(ESCROW) Limited (the "Subsidiary"), under the Companies Act 2006 ,
in the United Kingdom, being a private Company, limited by shares,
with its registered office at 52 Lime Street, London, England.
The interim condensed consolidated financial statements for the
period ended 30 June 2022 covers the Company and its subsidiary
(collectively "the Group").
The Company is managed by its Board of Directors composed of
Luke Alvarez, Cherry Freeman, Ian Livingstone as Executive
Directors and Jurgen Post, Emily Greer, and Addie Pinkster as
Non-Executive Directors (the "Board of Directors").
The sole shareholder of the Company is Hiro Sponsor I LLP (the
"Sponsor"); a limited liability partnership, incorporated and
existing under the laws of England, having its registered office
located at 18th Floor, the Scalpel, 52 Lime Street, London, EC3M
7AF, United Kingdom, and registered with the United Kingdom's
Companies House under number OC439442.
On 2 February 2022 the Company's Prospectus was approved and
published on the London Stock Exchange. On 7 February 2022, the
Company underwent an initial offering (the "Placing"). 11,500,000
of the Company's Public 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 under ticker "HMA1", raising capital in the
amount of GBP 115,000,000. The main characteristics of this
offering are described in the prospectus.
The Company intends to seek a suitable target for the Business
Combination with a focus on targets operating in the sectors of
Video Games, Esports, Interactive Streaming, GenY Social Networks,
Connected Fitness & Wellness and Metaverse Technologies. The
Company has 15 months from the date of the admission to trading to
consummate a Business Combination, plus an initial three-month
extension period (the "First Extension Period") and a further
three-month extension period (the "Second Extension Period")
subject in each case to approval by the Company's shareholders.
Otherwise, the Company will be liquidated and distribute all of its
assets to its shareholders, the Public shares will be redeemed
first and then the Company will be liquidated and all remaining
assets will be distributed to remaining shareholders (Class B
shareholders).
On 17 May 2022, the Company engaged Liberum Capital Limited.
They will assist the Company with identifying new possible targets,
its analysis of each Target's business plan and valuation,
commercial negotiations and on how to position its equity story to
investors.
2. Basis of preparation and accounting policies
2.1 Basis of preparation
These unaudited interim condensed consolidated financial
statements are for the six months ended 30 June 2022 and includes
comparative information for the period ended 31 December 2021. They
have been prepared in accordance with IAS 34 'Interim Financial
Reporting'. They do not include all of the information required in
annual financial statements in accordance with IFRS, and should be
read in conjunction with the consolidated financial statements for
the period ended 31 December 2021.
The Group's consolidated financial statements for the period
ended 31 December 2021 have been delivered to the Luxembourg Trade
and Companies Register (Registre de Commerce et des Société, in
abbreviated "RSC"). The Group's Independent Auditor's report on
those accounts were unqualified.
The consolidated financial statements comprise a consolidated
statement of financial position, a consolidated statement of
comprehensive income, a consolidated statement of changes in
equity, a consolidated statement of cash flows and the accompanying
notes for the interim period ended 30 June 2022.
During the Placing, the Company raised GBP 115,000,000. After
making more enquiries and bearing in mind the nature of the Group's
business and assets, the Board of Directors consider that the
Company has adequate cash resources to continue in operational
existence for the next 12 months from the date of approval of these
interim condensed consolidated financial statements. Thus, these
interim condensed consolidated financial statements have been
prepared under the assumption that the Group operates on a going
concern basis.
These interim condensed consolidated financial statements have
been prepared in Pound Sterling (GPB), which is the functional
currency of the parent company, unless stated otherwise.
The interim condensed consolidated financial statements were
approved for issue by the Board of Directors on 19 September
2022
The principal accounting policies applied in the preparation of
these interim condensed consolidated financial statements are set
out below.
2.2 Summary of significant accounting policies
2.2.1 New or revised Standards or Interpretations
International accounting standards include IFRS, IAS
(International Accounting Standards) and their interpretations
(Standing Interpretations Committee) and IFRICs (International
Financial Reporting Interpretations Committee).
The repository adopted by the European Commission is available
on the following internet site: http://ec.eu
ropa.eu/finance/accounting/ias/index_en.htm
a) New standards, amendments and interpretations that were
issued but not yet applicable as at 31 December 2021 and that are
most relevant to the Company - not yet endorsed by the EU:
There are no new accounting pronouncements which have become
effective from 1 January 2022 that have a significant impact on the
Group's interim condensed consolidated financial statements.
The interim condensed consolidated financial statements have
been prepared in accordance with the accounting policies adopted in
the Group's most recent annual financial statements for the period
ended 31 December 2021.
3. Significant accounting judgements, estimates and
assumptions
The preparation of these consolidated financial statements
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses.
Given the ongoing and dynamic nature of the COVID 19 crisis, it
is difficult to predict the impact on the business of potential
targets. The extent of such impact will depend on future
developments, which are highly uncertain and cannot be predicted,
including new information, which may emerge concerning the severity
of the coronavirus and actions taken to contain the coronavirus or
its impact, among others. The ongoing COVID 19 pandemic, the
increased market volatility and the potential unavailability of
third party financing caused by the COVID 19 pandemic as well as
restrictions on travel and in person meetings, which may hinder the
due diligence process and negotiations, may also delay and/or
adversely affect the Business Combination or make it more
costly.
On 24 February 2022, Russian troops invaded Ukraine. The war is
ongoing and has already caused extreme loss of life, damage to
infrastructure, dislocation of the Ukraine population to other
countries as well as disruption to economic activity worldwide. The
continued war in Ukraine may increase inflationary pressure and
weaken the already weakened post-pandemic economy.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods
affected.
As at 30 June 2022, other than the effects of the COVID--19
pandemic and the war in Ukraine, which have been considered by the
directors, there were no other significant areas of estimation,
uncertainty and critical judgements, which were applied.
4. Financial risk management, objectives and policies
The Group is newly formed and has not conducted any operations
and currently generates no revenue. The Group does not have
material foreign currency transactions. Hence, currently the Group
does not face foreign currency risks nor any interest rate risks as
the financial instruments of the Group bear a fixed interest
rate.
Liquidity risks
Liquidity risk is the risk that the Group will encounter
difficulty in meeting its financial obligations as they fall due.
The Placing was completed on 7 February 2022. 100% of the gross
proceeds of this Placing were deposited in a secured deposit
account. The amount held in this secured deposit account will only
be released in connection with the completion of the Business
Combination or the Company's liquidation. The Board of Directors
believes that the funds available to the Group outside of the
secured deposit account, together with the available shareholder
loan will be sufficient to pay costs and expenses, which are
incurred by the Group prior to the completion of the Business
Combination.
The objective of the Sponsor Warrants issued to the Sponsor at
the time of the Placing, is to use the proceeds to pay the various
costs and expenses incurred and contracted for as disclosed in the
interim condensed consolidated financial statements for the six
months ended 30 June 2022, except the underwriting commission. The
proceeds of the Placing of Public Shares will not be used to pay
these expenses.
The Sponsor has committed additional funds to the Company
through the Overfunding Subscription, the proceeds of which is held
in an escrow account. The purpose of the overfunding subscription
is to provide additional cash funding into the Escrow Account, in
addition to the funding from the proceeds of the Units sold in the
Placing, for the redemption of the Public Shares by Public
Shareholders ("Initial Overfunding Shares").
The Initial Overfunding Shares and Initial Overfunding Warrants
were not part of the Placing but were part of the applications for
Shares Admissions and Warrants Admission, which happened on 24
February 2022.
To the extent that the Business Combination Deadline is
extended, the Sponsor will commit further additional funds to the
Company through the subscription of additional units as referred to
in Part VIII. 4 of the Prospectus.
Capital management
The Group no longer faces a capital management risk as the
Company raised funds through public shares and public warrants,
which were issued in the Placing and the application for Shares
Admissions and Warrants Admission and were admitted to listing and
trading on the regulated market segment of the London Stock
Exchange on 2 February 2022 and 24 February 2022. The Group has a
strong capital base.
Credit risk
Credit risk is the risk that a counterparty will not meet its
obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is currently exposed to
credit risk from its deposit with banks.
5. Other operating expenses
The other operating expenses of GBP 530,755 consist of fees for
accounting, legal, and other services not related to the
Placing.
1 Jan 2022 20 Sept 2021
to to
30 June 2022 31 Dec 2021
(unaudited) (audited)
GBP GBP
Accounting, tax consulting, auditing and similar
fees 98,880 151,407
Bank charges and commissions 2,500 -
Director's fees 12,348 -
Legal, litigation and similar fees 18,954 -
Notarial and similar fees 9,532 1,153
Other professional fees 31,041 -
Third-party insurance 357,500 -
----------- ---------------
Other operating expenses 530,755 -
=========== ===============
6. Income Tax
1 Jan 2022 20 Sept 2021
to to
30 June 2022 31 Dec 2021
(unaudited) (audited)
GBP GBP
Loss for the period before tax (521,662) (152,288)
Theoretical tax charges, applying the tax rate
of 22.8% 118,939 34,722
Losses for which no deferred tax asset has been
recognised 118,939 34,722
Tax effect of adjustments from Luxembourg GAAP -
to IFRS
----------- ---------------
Income tax (283,784) -
=========== ===============
7. Earnings /(loss) per share
Basic earnings/(loss) per share ("EPS") is calculated by
dividing the profit/(loss) for the period attributable to ordinary
equity holders of the Group by the weighted average number of
ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the profit/(loss)
attributable to ordinary equity holders of the Group by the
weighted average number of ordinary shares outstanding during the
period plus the weighted average number of ordinary shares that
would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares. The Sponsor and Public
Warrants will only become exercisable 30 days after the
consummation of the Initial Business Combination. The Sponsor
Warrants will expire five years from the date of consummation of
the Initial Business Combination, or earlier upon redemption or
liquidation.
Currently, no diluting instruments are exercisable. Therefore,
basic EPS equals diluted EPS as at 30 June 2022.
8. Deferred costs
Deferred costs of GBP 691,337 as at 30 June 2022 are composed of
legal costs incurred by the Company in relation to the public
offering which will be offset against the proceeds from the Placing
once the invoice is received for the fees.
9. Cash and cash equivalents
The amount of cash and cash equivalents was GBP 120,778,993 as
at 30 June 2022.
10. Issued capital and reserves
Share capital and share premium
As at 31 December 2021, the subscribed share capital amounts to
GBP 30,000 consisting of 3,750,000 shares without nominal value
held by the Sponsor, hereinafter referred to as the "Sponsor
Shares". The Company's share capital may be increased or reduced by
a resolution of the general meeting of shareholders adopted in the
manner required for an amendment for the articles of
association.
On 26 January 2022, the issued capital shares was reduced from
3,750,000 to 2,875,000 through a forfeiture of 875,000 Sponsor
Shares at a nil cost.
On 2 February 2022 the Company's Prospectus was approved and
published on the London Stock Exchange.
In terms of the Sponsor Private Placement Agreement; on 2
February 2022, the Sponsor subscribed to 310,500 Overfunding shares
at GBP10 per share, and 5,070,000 Class B Sponsor Warrants at GBP1
per warrant, raising capital in the amount of GBP 8,175,000.
On 7 February 2022, 11,500,000 of the Company's Public 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 under ticker
"HMA1".
On 7 February 2022, Citigroup Global Markets Limited, acting as
stabilising manager, gave notice on of its non-exercise of the put
option granted by the Company.
As a result of the shares subscribed for the London Stock
Exchange; on 8 February 2022, the Company issued 11,500,000 Public
Shares; cum rights in respect of one-half (1/2) of a Public
Warrant; without nominal value at a price of GBP 10 per Public
Share raising gross proceeds of GBP 115 million. This increased the
total number of Public Shares without nominal value in the Company
in issue to 11,810,500.The Company will provide its Public
Shareholders with the opportunity to redeem all or a portion of
their Public Shares, exercisable prior to the completion of the
Initial Business Combination irrespective of whether and how they
vote at the General Meeting convened to approve the Initial
Business Combination. Because it is not certain that the Class A
Shares will be redeemed or become redeemable prior to business
acquisition, these shares are classified as liabilities.
On 8 February 2022 the Sponsor subscribed for a further 34,500
Shares cum Rights at a price of GBP 10.00 per share, (the
"Overfunding Shares Subscription"). The non-exercise of the Put
Option and the Overfunding Shares Subscription brings the total
number of Shares cum Rights in issue at 11,845,000.
It is planned that the Sponsor Shares shall convert into Public
Shares subject to a certain schedule and trading price following
the consummation of the Business Combination. The Sponsor Shares
will convert into a number of Public Shares such that the number of
Public Shares issuable to the Sponsor upon conversion of all
Sponsor Shares will be equal, in the aggregate, on an as converted
basis, to 20% of the total ordinary shares in issue following the
Placing.
As at 30 June 2022, the issued share capital of the Company is
set at GBP 156,417.20 represented by eleven million eight hundred
and forty-five thousand (11,845,000) Public Shares without nominal
value and two million eight-hundred seventy-five thousand
(2,875,000) Sponsor Shares without nominal value. The total number
of voting rights in the Company is 14,720,000.
11. Trade and other payables
1 Jan 2022 20 Sept 2021
to to
30 June 2022 31 Dec 2021
(unaudited) (audited)
GBP GBP
Accounting, tax consulting, auditing and similar
fees 14,459 151,135
Deferred costs 530,863 731,407
Notarial and similar fees 5,756 1,153
Withholding tax payable 2,470 -
----------- ---------------
553,548 883,695
=========== ===============
Trade and other payables are related to legal and other services
received by the Group. The carrying amounts of these approximate
their fair
12. Financial liabilities
1 Jan 2022 20 Sept 2021
to to
30 June 2022 31 Dec 2021
(unaudited) (audited)
GBP GBP
Class A Public shares cum rights- refer to note 10
119,073,063 -
The redemption price is expected to be GBP10.30 per Public Share
plus any interest earned on funds held in the Escrow Account.
Price Number of GBP GBP
shares
11,500,000 Public Shares;
at expected 10.3 11,500,000 118,450,000 -
11,500,000 Public Shares;
issued 10 11,500,000 115,000,000 -
Interest earned in Escrow
account 311,531 -
Value adjustment 3,761,531 -
-------------
119,073,063 -
=============
13. Public Warrants
On 24 February 2022, the Company admitted 5,922,500 Public
Warrants 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 under ticker
"HM1W".
The Public Warrants will be exercisable during the "Exercise
Period", which shall be the period beginning 30 days after the date
on which the Initial Business Combination is completed and ending
at the close of trading on the main market for listed securities of
the London Stock Exchange on the first Business Day after the fifth
anniversary of the Business Combination Completion Date provided
that the Exercise Period shall end earlier (i) upon redemption of
the Public Warrants in accordance with their terms, (ii) if the
Company fails to complete an Initial Business Combination by the
Business Combination Deadline, (iii) or upon any liquidation of the
Company.
During the Exercise Period, the Company may, at its sole
discretion, elect to redeem the Public Warrants in whole but not in
part, upon a minimum of 30 calendar days' prior written notice of
redemption at (i) a redemption price of GBP0.01 per Public Warrant
if the closing price of its Public Shares following the
consummation of the Initial Business Combination equals or exceeds
GBP18.00 for any 20 out of 30 consecutive trading days ending three
Business Days before the Company sends the notice of redemption; or
(ii) a redemption price of GBP0.10 per Public Warrant if the
closing price of its Public Shares for any 20 out of 30 consecutive
trading days following the consummation of the Initial Business
Combination, ending three Business Days before the Company sends
the notice of redemption equals or exceeds GBP10.00 but is below
GBP18.00, subject to adjustments to the number of Public Shares
issuable upon exercise or the exercise price of a Public Warrant as
described in the Company's Prospectus.
Public Warrant holders may exercise their Public Warrants after
such redemption notice is given until the scheduled redemption
date.
At the date of these interim accounts, the Company has not
entered into the "Exercise Period"; and therefore no financial
asset or liability is recognised in respect of Public Warrants.
14. Sponsor Warrants
1 Jan 2022 20 Sept
2021 to
to 31 Dec 2021
(audited)
30 June
2022
(unaudited)
GBP GBP
Sponsor Warrants 1,538,469 -
================ =================
Movement schedule Price Number of GBP GBP
warrants
Class B warrants - issued
2 February 20220 1 5,070,000 5,070,000 -
Class B warrants - issued
7 February 20220 1 230,000 230,000 -
Value adjustment (3,761,53) -
---------------- -----------------
1,538,469 -
================ =================
On 2 February 2022, the Sponsor agreed and subscribed for an
aggregate of 5,070,000 Class B warrants (the "Sponsor Warrants") at
a price of GBP 1.00 per Sponsor Warrant (GBP 5,070,000 in the
aggregate), each Sponsor Warrant entitling the holder to purchase
one Public Share at an exercise price of GBP 11.50 per Public
Share. The Sponsor Warrants will not be admitted to listing or
trading on any regulated market or trading platform. As at 7
February 2022, the Put Option was not exercised, and as a
consequence the Sponsor subscribed for 230,000 additional Sponsor
Warrants at a price of GBP 1.00 per Sponsor Warrant (GBP 230,000 in
the aggregate) to cover the increased underwriting fees payable by
the Company.
At the date of these interim accounts, the Company has not
entered into the "Exercise Period"; and therefore no financial
asset or liability is recognised in respect of Sponsor
Warrants.
15. Related party disclosures
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial or operational
decisions.
Terms and conditions of transactions with related parties
On 19 January 2022, the Company entered into a loan agreement
with the Sponsor for the purpose of settling its creditors and
other costs, which become due in the ordinary course of business,
should the Placing for any reason not be successful. At reporting
date, no amount was drawn. The Placing took place on 2 February
2022. The loan shall be available to the Company up until
consummation of the Business Combination or the liquidation of the
Company.
On 2 February, the Sponsor subscribed to 5,070,000 Class B
Warrants at a price of GBP 1 per Sponsor Warrants. On 7 February
2022, the Sponsor subscribed to 230,000 additional Sponsor Warrants
at a price of GBP 1 per Sponsor Warrant. Please refer note 12 for
more information.
On 11 February 2022, the Company subscribed for 11,845,000
ordinary shares in HMA1 at nominal value of GBP 1 per share. HMA1
issued the shares and the consideration was fully paid up by the
Company on 15 February 2022.
Transactions with key management personnel
There are no advances or loans granted to members of the Board
of Directors as at 30 June 2022.
The Company entered into contracts with the non-executive
directors, which is effective as from the date of the Placing. The
agreed directors' fees are GBP 10,000 per annum; to be paid semi
annually in arrears in equal instalments after deduction of any
taxes and other amounts that are required by law. Director's fees
to the value of GBP 12,348.02 were paid as at 30 June 2022. In
addition to the directors' fee, on 11 February 2022, the Sponsor
transferred 85,000 Sponsor Shares to the non-executive
directors.
16. Events after the reporting period
No events occurred after the reporting period, which requires
amendment to, or disclosure in the interim condensed consolidated
financial statements, except from those disclosed here below:
Management considered the effects of the continued invasion of
Ukraine by Russia and it has no impact on the Group and
consequently does not affect the measurement of Group's assets and
liabilities as at 30 June 2022.
The Company appointed Liberum Capital Limited as Financial
advisor and the firm commenced contractual activities as from July
2022.
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END
IR FLFFEARILFIF
(END) Dow Jones Newswires
September 21, 2022 11:31 ET (15:31 GMT)
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