New Energy One Acquisition
Corporation Plc
Interim Report for the period
ended 31 October 2023
New Energy One Acquisition
Corporation Plc, (LSE: NEOA) the "Company", a special purpose
acquisition company admitted to trading on the London Stock
Exchange, today announces its unaudited interim results for the
period from 1 May 2023 and ended 31 October 2023.
Volker Beckers, Chair of the Board, NEOA
said:
"During the reporting period we saw
significant momentum, both legislative and corporate action, in
energy transition related businesses. The UK public equities
markets have been challenging and investor appetite for new
issuances remains an obstacle to NEOA's ability to effect a
business combination."
The interim results are set out
below.
This announcement contains inside
information for the purposes of the Market Abuse Regulation (EU)
NO. 596/2014. Upon the publication of this announcement, this
inside information is now considered to be in the public
domain.
- Ends -
For further information please
contact:
|
New
Energy One Acquisition Corporation plc
|
|
|
Sanjay Mehta
|
Sanjay.mehta@energyone.je
|
|
|
|
|
Media
FGS Global (Communications
Advisor)
Email: NEOA@fgsglobal.com
|
|
|
Chiara Albertini
|
+44 (0) 20 7073 6294
|
|
Kendall Bitonte
|
+44 (0) 20 7073 6305
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|
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|
About New Energy One Acquisition Corporation
Plc
NEOA has been formed for the purpose
of effecting a business combination with targets that are
positioned to participate in or benefit from the global transition
towards a low carbon economy, what is called the "Energy
Transition", which are headquartered in, or which have or are
expected to have a substantial nexus to, Europe.
NEOA is sponsored by LiveStream LLC
("LiveStream") and Eni International B.V. ("Eni"), a wholly owned
subsidiary of Eni S.p.A (each of Livestream and Eni being a
"Sponsor" and together, the "Sponsors"). LiveStream is an
investment company formed by one of NEOA's executive Directors,
Sanjay Mehta.
NEOA has a highly experienced
executive team (the "Executive Team") who collectively have more
than 20 years of proprietary fund management and principal
investment experience, and more than 60 years of extensive capital
markets, corporate finance and operational experience in the energy
industry. The Executive Team is supported by a strong independent
board of Directors and group of strategic advisors with broad
market expertise and deep industry contacts, including with
companies that are at the heart of the Energy
Transition.
Disclaimer
This announcement (including the
interim financial report) includes forward-looking statements.
These forward-looking statements are subject to a number of risks,
uncertainties and assumptions. Forward-looking statements are
statements that are not historical facts and may be identified by
words such as "plans", "targets", "aims", "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues",
"should" and similar expressions. By their nature, forward-looking
statements involve known and unknown risks, uncertainties,
assumptions and other factors because they relate to events and
depend on circumstances that will occur in the future, many of
which are outside the control of the Company. Such factors may
cause actual results, performance or developments to differ
materially from those expressed or implied by such forward-looking
statements and. accordingly, undue reliance should not be placed on
any forward-looking statements. Forward-looking statements speak
only as at the date at which they are made, and the Company
undertakes no obligation to update any forward-looking
statements.
Interim Management Report and Financial
Statements
Principal activity
New Energy One Acquisition
Corporation Plc, (the "Company"), is a public Company incorporated
and registered in England and Wales on 08 November 2021 with a
registration number 13727820 as a special purpose acquisition
company ("SPAC").
NEOA is sponsored by LiveStream LLC
("Livestream") and Eni International B.V. ("Eni"), a wholly owned
subsidiary of Eni S.p.A (each of Livestream and Eni being a
"Sponsor"). LiveStream is an investment company formed by one of
NEOA's executive Directors, Sanjay Mehta.
The Company had an initial period of
15 months from the date on which the Company listed on the London
Stock Exchange. The original deadline to complete a business
combination was 16 June 2023. On 14 June 2023, the business
combination deadline was extended by shareholder resolution to 15
March 2024. If the Company fails to complete a business combination
prior to the extended deadline, it will cease all operations except
for the purposes of winding up, redeem the ordinary shares (to the
extent possible) and subsequently commence a members' voluntary
liquidation pursuant to the terms of the memorandum and articles of
association of the Company.
Business Combination
The Company anticipates structuring
a Business Combination such that the post-Business Combination
entity will be the listed entity (whether or not the Company or
another entity is the surviving entity following the Business
Combination) and that the Ordinary Shareholders will own a minority
interest in such post-Business Combination entity, depending on the
valuations ascribed to the target company or business and the
Company in a Business Combination. It is expected that the Company
will pursue a Business Combination in which it issues a substantial
number of new Ordinary Shares in exchange for all or a majority of
the issued and outstanding share capital of a target, and/or issues
a substantial number of new Ordinary Shares to third parties in
connection with financing a Business Combination. As a result, the
post-Business Combination entity's majority shareholders are
expected to be the sellers of the target and/or third-party equity
investors, while the holders of Ordinary Shares immediately prior
to the Business Combination are expected to own a minority interest
in the post-Business Combination entity.
Financial Summary
During the period the majority of
the Company's administrative expenditure was related to ongoing
costs of running a plc and fair value adjustments relating to the
Company's financial instruments. The loss before tax for the period
was £3.5m (2022: £8.0m).
Trade and other receivables as at 31
October 2023 were £670k (2022: £861k). The cash balance as at 31
October 2023 was £21.4m (2022: £177.4m), which included £19.3m of
funds held in escrow (2022: £176.1m).
Trade and other payables at 31
October 2023 were £1.3m (2022: £183k). Overall, at the period-end,
net assets were £14.7m (2022:
£11.7m).
Outlook
NEOA operates on the belief that
significant investments in technology, alternative fuels and
infrastructure will be required across multiple sectors to achieve
a tangible reduction in emissions, with a large and growing market
of solutions emerging across the Energy Transition value chain.
Investing in super charging industrial decarbonisation across hard
to abate sectors such as crude oil refining, steel production,
cement, extraction, aviation and shipping is key to commitments
given by the governments of U.K and E.U countries to achieve 1.5
degrees Celsius and net zero targets.
The Board and the management have
reviewed and diligently continue to scan investment opportunities
and potential acquisition targets that are positioned to benefit
from the global transition towards a low carbon economy.
The Board and the management are
encouraged by the continued proactive legislative, budgetary and
tax incentive support by the governments in the UK, EU countries
and USA for making investments in energy transition projects
towards the governments' net zero emission's commitments. Not only
does progress need to escalate in the nearer future as we approach
these targets, but more viable large scale generation projects need
to happen to support the "energy independence agenda". Additional
technologies like CCUS, biogas and hydrogen, to name a few, will
supplement the transition providing diversity and a natural
technology hedge to the future generation mix.
In August 2022, the UK government
also announced a shortlist of 20 projects for the next licensing
stage of carbon capture utilisation and storage (CCUS). Building on
the momentum in 2022, in December 2023, the UK Government announced
the launch of the Track-1 Expansion process
in HyNet, following the agreement of Heads of Terms with the CO₂
Transport and Storage Company (T&SCo) in October.
The agreement of Heads of Terms with
the T&SCo in the East Coast Cluster (ECC) was reached on the
key commercial principles through the Heads of Terms with the East
Coast Cluster T&SCo, The Northern Endurance
Partnership.
The Board and the management have
been working diligently towards effecting a business combination,
however, challenging public equity market conditions remain an
obstacle to NEOA effecting a business combination. UK and global
macroeconomic conditions have dampened investor sentiment for
new issuances with a knock-on effect on IPOs in 2023, which is
likely to continue in 2024.
Sanjay Mehta
Executive Director
30 January 2024
Condensed Statement of Total Comprehensive
Income
For the six months ended 31
October 2023
|
|
|
Six months
to
31 October 2023
(unaudited)
£
|
Six months
to
31 October 2022
(unaudited)
£
|
Period
ended
30 April
2023
(audited)
£
|
|
|
Note
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
Administrative expenses
|
|
(1,909,963)
|
(397,254)
|
(2,145,398)
|
|
Fair value loss
|
12
|
(2,311,000)
|
(3,872,000)
|
(5,172,500)
|
|
Operating loss
|
|
(4,220,963)
|
(4,269,254)
|
(7,317,898)
|
|
|
|
|
|
|
|
Finance income
|
6
|
1,924,236
|
1,079,132
|
4,022,126
|
|
Finance expense
|
6
|
(989,067)
|
(4,820,364)
|
(12,917,316)
|
|
Loss before taxation
|
|
(3,285,794)
|
(8,010,486)
|
(16,213,088)
|
|
Taxation
|
4
|
(202,293)
|
-
|
(615,844)
|
|
Total
comprehensive loss for the period attributable to the equity
owners
|
|
(3,488,087)
|
(8,010,486)
|
(16,828,932)
|
|
|
|
|
|
|
|
Loss per share
|
|
|
|
|
|
Basic and diluted in
pence
|
5
|
(0.56)
|
(1.29)
|
(3.51)
|
|
|
|
|
|
|
Condensed Statement of Financial
Position
As at 31 October
2023
|
|
Note
|
31 October 2023
(unaudited)
|
31 October 2022
(unaudited)
|
30 April
2023
(audited)
|
|
ASSETS
|
|
£
|
£
|
£
|
|
Current assets
|
|
|
|
|
|
Other receivables
|
7
|
670,039
|
861,218
|
569,682
|
|
Cash and cash equivalents
|
8
|
2,063,647
|
1,225,439
|
1,054,079
|
|
Restricted cash
|
9
|
19,314,827
|
176,129,431
|
179,022,126
|
|
Total current assets
|
|
22,048,513
|
178,216,088
|
180,645,887
|
|
|
|
|
|
|
|
Total assets
|
|
22,048,513
|
178,216,088
|
180,645,887
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
 Current
liabilities
|
|
|
|
|
|
Trade and other payables
|
10
|
1,320,147
|
182,864
|
700,258
|
|
Borrowings
|
11
|
2,428,047
|
-
|
-
|
|
Corporation tax
|
|
818,137
|
-
|
615,844
|
|
Derivative liabilities
|
12
|
2,776,000
|
12,342,000
|
465,000
|
|
Redeemable ordinary
shares
|
13
|
2,250
|
153,993,568
|
160,672,766
|
|
Total current liabilities
|
|
7,344,581
|
166,518,432
|
162,453,868
|
|
|
|
|
|
|
|
Total liabilities
|
|
7,344,581
|
166,518,432
|
162,453,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
14,703,932
|
11,697,656
|
18,192,019
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
Share capital
|
13
|
56,220
|
56,220
|
56,220
|
|
Capital contribution
|
|
3,517,500
|
3,517,500
|
3,517,500
|
|
Other reserves
|
|
(2,114)
|
(151,852,295)
|
(151,852,295)
|
|
Retained earnings
|
|
11,132,326
|
159,976,231
|
166,470,594
|
|
TOTAL EQUITY
|
|
14,703,932
|
11,697,656
|
18,192,019
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved by the Board on 30 January
2024.
Sanjay Mehta
Executive
Director
Condensed Statement of Changes in
Equity
|
|
|
Share
capital
|
Share
premium
|
Capital
contribution
|
Other
reserves
|
Retained
earnings
|
Total
equity
|
|
|
Note
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Balance on 1 May 2023
|
|
56,220
|
-
|
3,517,500
|
(151,852,295)
|
166,470,594
|
18,192,019
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
(3,488,087)
|
(3,488,087)
|
|
Total comprehensive loss for the period
|
|
-
|
-
|
-
|
-
|
(3,488,087)
|
(3,488,087)
|
|
|
|
|
|
|
|
|
|
|
Cancel reserve relating to
redeemable ordinary shares
|
13
|
-
|
-
|
-
|
151,850,181
|
(151,850,181)
|
-
|
|
Total transactions with owners
|
|
-
|
-
|
-
|
151,850,181
|
(151,850,181)
|
-
|
|
|
|
|
|
|
|
|
|
|
As
at 31 October 2023
|
|
56,220
|
-
|
3,517,500
|
(2,114)
|
11,132,326
|
14,703,932
|
For the six months ended 31
October 2023
|
|
|
Share
capital
|
Share
premium
|
Capital
contribution
|
Other
reserves
|
Retained
earnings
|
Total
equity
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Balance on 1 May 2022
|
|
56,220
|
-
|
3,517,500
|
(151,852,295)
|
167,986,717
|
19,708,142
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
(8,010,486)
|
(8,010,486)
|
|
Total comprehensive loss for the period
|
|
-
|
-
|
-
|
-
|
(8,010,486)
|
(8,010,486)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
at 31 October 2022
|
|
56,220
|
-
|
3,517,500
|
(151,852,295)
|
159,976,231
|
11,697,656
|
Condensed Statement of Changes in
Equity
Period ended 30 April
2023
|
|
|
Share
capital
|
Share
premium
|
Capital
contribution
|
Other
reserves
|
Retained
earnings
|
Total
equity
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
As at incorporation
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
(16,828,932)
|
(16,828,932)
|
|
Total comprehensive loss for the period
|
|
-
|
-
|
-
|
-
|
(16,828,932)
|
(16,828,932)
|
|
|
|
|
|
|
|
|
|
|
Issue of deferred shares
|
|
50,000
|
-
|
-
|
-
|
-
|
50,000
|
|
Issue of sponsor shares
|
|
4,375
|
-
|
-
|
-
|
-
|
4,375
|
|
Issue of redeemable ordinary shares,
net of issue costs
|
|
1,845
|
18,269,731
|
-
|
-
|
-
|
18,271,576
|
|
Issue of sponsor warrants
|
|
-
|
-
|
3,517,500
|
-
|
-
|
3,517,500
|
|
Modification of warrants and sponsor
warrants
|
|
-
|
-
|
-
|
-
|
13,177,500
|
13,177,500
|
|
Capital reduction
|
|
-
|
(18,269,731)
|
-
|
(151,852,295)
|
170,122,026
|
-
|
|
Total transactions with owners
|
|
56,220
|
-
|
3,517,500
|
(151,852,295)
|
183,299,526
|
35,020,951
|
|
|
|
|
|
|
|
|
|
|
As
at 30 April 2023
|
|
56,220
|
-
|
3,517,500
|
(151,852,295)
|
166,470,594
|
18,192,019
|
Condensed Statement of Cash Flows
For the six months ended 31
October 2023
|
|
|
|
|
|
Six months
to
31 October 2023
(unaudited)
|
Six months
to
31 October 2022
(unaudited)
|
|
|
Note
|
£
|
£
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
Loss before taxation
|
|
(3,285,794)
|
(8,010,486)
|
|
Adjustments for
non-cash/non-operating items:
|
|
|
|
|
Fair value movements on derivatives
|
|
2,311,000
|
3,872,000
|
|
Effective interest on redeemable
ordinary shares
|
6
|
961,020
|
4,820,364
|
|
Interest on borrowings
|
11
|
28,047
|
-
|
|
Finance income
|
6
|
(1,924,236)
|
(1,079,132)
|
|
|
|
|
|
|
Cash used in operating activities before changes in working
capital
|
|
(1,909,963)
|
(397,254)
|
|
|
|
|
|
|
Changes in working capital
|
|
|
|
|
Increase in other
receivables
|
7
|
(100,357)
|
(696,134)
|
|
Increase in trade and other
payables
|
10
|
619,888
|
514,579
|
|
Net
cash used in operating activities
|
|
(1,390,432)
|
(578,809)
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Decrease/(increase) in restricted
cash
|
9
|
159,707,299
|
(1,079,132)
|
|
Finance income received
|
6
|
1,924,236
|
1,079,132
|
|
Net
cash generated from investing activities
|
|
161,631,535
|
-
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Redemption of redeemable ordinary
shares
|
13
|
(161,631,535)
|
-
|
|
Proceeds from borrowings
|
11
|
2,400,000
|
-
|
|
Net
cash used in financing activities
|
|
(159,231,535)
|
-
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
|
1,009,568
|
(578,809)
|
|
Cash and cash equivalents at the
beginning of the period
|
|
1,054,079
|
1,804,248
|
|
Cash and cash equivalents at the end
of the period
|
8
|
2,063,647
|
1,225,439
|
Notes to the Interim Report for six months ended 31 October
2023
1. General
information
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.
2. Accounting
policies
The principal accounting policies
applied in the preparation of the interim financial information are
set out below.
Basis of preparation
The interim financial statements
have been prepared in accordance with IAS 34 "Interim Financial
Reporting" as contained in UK-adopted International Accounting
Standards. These interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the
Companies Act 2006. Accordingly, the interim financial statements
should be read in conjunction with the annual report of the period
ended 30 April 2023 (the "Annual Financial Statements") which was
prepared in accordance with UK-adopted International Accounting
Standards.
The Annual Financial Statements
constitute statutory accounts as defined in section 434 of the
Companies Act 2006 and a copy of these statutory accounts has been
delivered to the Registrar of Companies. The auditor's report on
the Annual Financial Statements was not qualified, did not include
a reference to any matters to which the auditors drew attention by
way of emphasis without qualifying the reports and did not contain
statements under section 498(2) or (3) of the Companies Act 2006.
The accounting policies adopted in the preparation of the interim
financial statements are consistent with those used to prepare the
Company's Annual Financial Statements for the period ended 30 April
2023 and the comparative reporting period.
The interim financial information
has been prepared on a historical cost basis unless otherwise
specified within these accounting policies.
The interim financial information
has been presented in Pound Sterling (£), being the functional and
presentational currency of the Company. Amounts are rounded to the
nearest £.
There are no new standards,
interpretations and amendments that are in issue but not yet
effective which are expected to have a material effect on the
Company's future financial statements.
Going concern
The Company is a special purpose
acquisition company ("SPAC") that has been formed for the sole
purpose of effecting a Business Combination. The Company had a
period of 15 months from the date on which the Company listed on
the London Stock Exchange, 16 March 2022, to do so, the deadline
being 16 June 2023 (the original Business Combination Deadline). On
14 June 2023, a general meeting was held, whereby the Company
amended its articles of association, and the original Business
Combination Deadline was extended by shareholder resolution to 15
March 2024. In the absence of a Business Combination by the
extended Business Combination Deadline, the Company will cease all
operations except to commence a members' voluntary liquidation and
redeem the ordinary shares (to the extent possible), as per the
prospectus dated 9 March 2022, and the announcement dated 14 June
2023. The Company does not have a right to extend the life of the
Company beyond the extended Business Combination Deadline of 15
March 2024 in the absence of an amendment to its articles of
association
Prior to the general meeting,
pursuant to the articles of association, ordinary shareholders were
given the right to redeem their ordinary shares, as the Business
Combination had not completed by the original Business Combination
Deadline. 99.99% of ordinary shareholders chose to redeem, and
these funds were repaid from the funds sat in escrow, on 28 June
2023.
The Company has considered its
ability to continue as a going concern for the period to 30
November 2024. Eni had committed to
inject £3.6 million as a working capital loan. During the period
ended 31 October 2023, Eni advanced
£2,400,000 of the committed £3,600,000 working capital loan to the
Company. The Company has included these
cash inflows in a detailed financial forecast until 15 March 2024,
the extended Business Combination Deadline.
The key assumptions used in the
financial forecast include:
-
base fixed costs of approximately £30,000 per
month until the extended Business Combination Deadline, including a
contingency; and
-
additional costs in relation to the identification
and assessment of the potential Business Combination, based on
preliminary and existing agreements with advisors.
The Company has also considered the
period post-completion of a Business Combination. As part of the
ongoing Business Combination process, the Company will carry out
appropriate due diligence in order to determine the working capital
and other funding requirements of the target for the remainder of
the going concern period following the Business
Combination.
In the unlikely event there are
unforeseen working capital expenses in the lead up to completing a
Business Combination, the Sponsors have the option to inject
further funding of up to £3.9m through the issue of loans or
subscribing for additional sponsor warrants. This is however,
outside the Company's control, and has not been relied on as a
readily available mitigation in management's assessment of going
concern.
The Company defines a Business
Combination as the completion of a merger, share exchange, asset
acquisition, share purchase, reorganisation or similar business
combination involving the Company either with a single company or
business or simultaneously with more than one company or
business.
The Company believes that there is
the existence of a material uncertainty regarding a Business
Combination which may cast significant doubt on the Company's
ability to continue as a going concern, that being to complete a
Business Combination by 15 March 2024. In order to complete a
Business Combination, the following steps must be undertaken and
completed:
- identify an appropriate target;
- completing satisfactory due diligence on the appropriate
target;
- the completion of a Private Investment in Public Equity
("PIPE") in the event of any cash consideration and transaction
costs for the Business Combination being greater than the funds
available in the escrow account;
- the completion of a PIPE of a sufficient size to fund any
capital and other expenditure and working capital requirements of
the newly acquired business post Business Combination;
and
- obtaining shareholder approval for a Business
Combination.
The Company believes that a material
uncertainty exists, which casts a significant doubt on the
Company's ability to continue as a going concern, since following
the redemption of 99.99% of its redeemable ordinary shares, the
Company's free float position falls below the 10% minimum required
by the FCA for a listed company on the London Stock
Exchange.
The Company's plan to correct this
situation within a reasonable time involve a PIPE that will result
in the issuance of new ordinary shares to public shareholders,
raising the free float above the minimum 10%. In the event the PIPE
is unsuccessful, then the Business Combination will not be
completed, the Company will be delisted from the London Stock
Exchange and will commence wind-up proceedings as described
above.
Currently, the FCA has not indicated
that they require the free float to be above the 10% threshold
prior to the extended Business Combination Deadline.
The Board considers it appropriate
to prepare the Financial Statements on a going concern basis,
subject to a material uncertainty in effecting a Business
Combination. The Financial Statements do not include the
adjustments that would result if the Company was unable to continue
as a going concern.
3. Significant judgments and
estimates
The preparation of the Company's
interim financial statements in compliance with UK-adopted
International Accounting Standards 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.
Critical accounting judgments
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
ordinary 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 ordinary 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 sponsor
shares will determine the point at which the sponsor shares will be
accounted for under IFRS 2. The effective grant date for the
sponsor 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 sponsor 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 sponsor 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
Condensed Statement of Comprehensive Income on a fair value
basis.
Critical accounting estimates
Warrants
The Company is accounting for the
public warrants and sponsor warrants in accordance with IAS 32
Financial Instruments: Presentation. IAS 32 provides that the
Company's financial instruments shall be classified on initial
recognition in accordance with the substance of the contractual
arrangement and the definitions of a financial liability or an
equity instrument. The sponsor warrants have substantially the same
terms as the public warrants
Complexity can arise between equity
and liability classifications under IAS 32 whilst assessing and
interpretating certain terms of the warrant terms and conditions to
determine whether the fixed-for-fixed test is applicable or not. On
initial recognition, the Company believed that they had correctly
recorded both the Public and Sponsor warrants correctly as
financial liabilities and subsequently recorded fair value
remeasurements at each reporting date.
Given the importance of preserving
the Company's distributable reserves, the Company concluded that it
was appropriate to amend the terms of the public warrants and the
sponsor warrants to amend such clauses to ensure that the fixed for
fixed criteria is met under IAS 32 and IFRS 9. The agreements were
updated and approved by the Board on 19 December 2022.
On 19 December 2022, the public
warrants and sponsor warrants were re-measured to fair value and
reclassified to equity on the Statement of Financial Position. The
public warrants and the sponsor warrants now 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 Ente Nazionale Idrocarburi (Eni) or LiveStream
or their respective permitted transferees.
The warrants have been valued using
the Monte Carlo simulation of fair value, with any change in the
fair value recognised in the Condensed Statement of Comprehensive
Income up to the point that the warrants were reclassified to
equity.
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, 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.
Following a general meeting in May
2023, it was announced that resolutions to amend the articles of
association and to extend the original Business Combination
Deadline were passed, and a number of ordinary shares were
redeemed, totalling 15,654,386. The amount repaid to shareholders
reduced the financial liability, and the associated value was
reclassified from other reserves to retained earnings.
4. Taxation
The Company's tax jurisdiction is
the UK. The effective rate of corporation tax for the period ended
31 October 2023 was 25.00% (31 October 2022: 19.00%, 30 April 2023:
19.33%).
|
|
Six months
to
31 October
2023
|
Six months
to
31 October
2022
|
Period
ended
30 April
2023
|
|
|
£
|
£
|
£
|
|
Loss for the period
|
(3,285,793)
|
(8,010,486)
|
(16,213,088)
|
|
|
|
|
|
|
Tax using the Company's effective
rate of tax
|
(821,448)
|
(1,521,992)
|
(3,134,631)
|
|
Effects of:
|
|
|
|
|
Disallowable expenditure
|
1,023,741
|
1,436,754
|
3,543,151
|
|
Tax rate changes
|
-
|
-
|
(3,645)
|
|
Capital gains
|
-
|
-
|
210, 969
|
|
Losses carried forward
|
-
|
85,238
|
-
|
|
Tax charge for the period
|
202,293
|
-
|
615,844
|
The UK tax rate increased to 25.00%
from 1 April 2023.
The tax liability for the period
ended 31 October 2023 on the loss before tax of £3,285,793 was
£202,293 (2022: £nil), arising on capital gains in finance
income. In the period ended 30 April 2023 there was a tax
liability of £615,844 also arising on capital gains in finance
income. However, in the period ended October 2022 there was a
taxable loss and so no tax liability has been included.
5. Earnings 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. The Company is loss
making throughout the period, therefore diluted earnings per share
has not been considered, however the warrants in issue and the
forward purchase contracts were not exercisable at the period end
and therefore not dilutive.
The Company have determined that the
following classes of shares are considered to be ordinary shares in
its calculation of loss per share: Sponsor shares and Redeemable
ordinary shares held by the sponsors. Redeemable ordinary shares
held by the public have not been included due to the fact they are
held as a liability on the Condensed Statement of Financial
Position based on the rights attached including the ability for the
holders to redeem. The Deferred shares do not carry any voting or
dividend rights, they have been also excluded from the
calculation.
The Sponsor shares and Redeemable
ordinary shares held by the sponsors have the same rights to
dividends and votes and are therefore treated as a single class in
the calculation.
|
|
Six months
to
31
October
2023
|
Six months
to
31 October
2022
|
Period
ended
30 April
2023
|
|
|
Number
|
Number
|
Number
|
|
Sponsor shares
|
4,375,000
|
4,375,000
|
4,375,000
|
|
Redeemable ordinary
shares
|
1,845,396
|
1,845,396
|
1,845,396
|
|
|
6,220,396
|
6,220,396
|
6,220,396
|
|
|
Six months
to
31
October
2023
|
Six months
to
31 October
2022
|
Period ended 30
April
2023
|
|
|
£
|
£
|
£
|
|
Loss for the period attributable to
equity holders of the Company
|
(3,488,087)
|
(8,010,486)
|
(16,828,932)
|
|
Weighted average number of ordinary
shares
|
6,220,396
|
6,220,396
|
4,800,899
|
|
Loss per share
|
(0.56) |
(1.29)
|
(3.51)
|
6. Finance income and finance
expense
|
|
Six months
to
31
October
2023
|
Six months
to
31
October
2022
|
Period
ended
30 April
2023
|
|
|
£
|
£
|
£
|
|
Interest income
|
1,924,236
|
1,079,132
|
4,022,126
|
|
Total finance income
|
1,924,236
|
1,079,132
|
4,022,126
|
|
|
Six months
to
31
October
2023
|
Six months
to
31
October
2022
|
Period
ended
30 April
2023
|
|
|
£
|
£
|
£
|
|
Effective interest on redeemable
ordinary shares
|
961,020
|
4,820,364
|
12,917,316
|
|
Interest on borrowings
|
28,047
|
-
|
-
|
|
Total finance expense
|
989,067
|
4,820,364
|
12,917,316
|
7. Other
receivables
|
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
|
£
|
£
|
£
|
|
Amounts falling due within one year
|
670,039
|
861,218
|
569,682
|
|
Other receivables
|
670,039
|
861,218
|
569,682
|
The Directors consider that the
carrying amount of other receivables is approximately equal to
their value.
8. Cash and cash
equivalents
|
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
|
£
|
£
|
£
|
|
Cash at bank
|
2,063,647
|
1,225,439
|
1,054,079
|
|
|
2,063,647
|
1,225,439
|
1,054,079
|
9. Restricted
cash
|
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
|
£
|
£
|
£
|
|
Restricted cash
|
19,314,827
|
176,129,431
|
179,022,126
|
|
|
19,314,827
|
176,129,431
|
179,022,126
|
10. Trade and other
payables
|
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
|
£
|
£
|
£
|
|
Amounts falling due within one year
|
|
|
|
|
Trade payables
|
546,018
|
110,608
|
510,040
|
|
Accruals
|
664,593
|
929
|
110,683
|
|
Amounts due from related
party
|
68,327
|
68,327
|
68,327
|
|
Other payables
|
41,208
|
3,000
|
11,208
|
|
|
1,320,146
|
182,864
|
700,258
|
The Directors consider that the
carrying value of trade and other payables approximates to their
fair value. Included within other payables is an amount of £41,208
(31 October 2022: £3,000, 30 April 2023: £11,208) payable to
Livestream (a company of which Sanjay Mehta is a
Director).
11. Borrowings
|
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
Current
|
£
|
£
|
£
|
|
Loan
|
2,400,000
|
-
|
-
|
|
Interest
|
28,047
|
-
|
-
|
|
|
2,428,047
|
-
|
-
|
During the interim period to 31
October 2023, the Company entered into a loan agreement with Eni to
provide working capital for the Company. Eni agreed to provide the
Company an unsecured loan of £3.6 million, payable in equal
instalments in September, October and December 2023. The loan,
together with all interest accrued, is repayable in full on or
before the expiry date of 31 March 2024. Interest is charged at the
aggregate of the applicable margin, being 3.5% per annum and the
base rate.
12. Derivative liabilities
During the period ended 30 April
2023, 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 £41,00,000, to be issued at the
time of, and conditional on completion of a Business Combination.
Further, Li You Investment Corporation ("Li You"), entered into an
additional Forward Purchase Agreement, on the same terms, to
subscribe for 1,500,000 Ordinary Shares.
As the number of shares to be issued
to both Eni and Li You will vary the forward purchase agreements
are derivative instruments and are recognised at fair value at the
period end. The agreements have been valued by a third-party as
follows:
|
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
|
£
|
£
|
£
|
|
Eni
|
1,222,000
|
265,000
|
163,000
|
|
Li You
|
1,554,000
|
632,000
|
302,000
|
|
Warrants
|
-
|
11,445,000
|
-
|
|
Total fair value
|
2,776,000
|
12,342,000
|
465,000
|
The fair value loss of £2,311,000
(31 October 2022: £3,872,000) recognised in the Condensed Statement
of Comprehensive Income consists of £2,311,000 (31 October 2022:
£897,000) in relation to the forward purchase contracts above, and
£nil (31 October 2022: £2,975,000) in relation to the revaluation
of the public and sponsor warrants from initial recognition up to
the date of modification of the warrant terms and conditions which
were subsequently reclassed the public and sponsor warrants from
liabilities to equity. See note 14 for
further detail.
13. Share capital
|
Share Capital
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
|
Number
|
Number
|
Number
|
|
Z deferred shares
|
1
|
1
|
1
|
|
Deferred shares
|
50,000
|
50,000
|
50,000
|
|
Redeemable ordinary
shares
|
1,845,396
|
1,845,396
|
1,845,396
|
|
Sponsor shares
|
4,375,000
|
4,375,000
|
4,375,000
|
|
|
6,270,397
|
6,270,397
|
6,270,397
|
|
|
|
|
|
|
Share Capital
|
As at
31 October
2023
|
As at
31 October
2022
|
As at
30 April
2023
|
|
|
£
|
£
|
£
|
|
Z deferred shares
|
0.01
|
0.01
|
0.01
|
|
Deferred shares
|
50,000
|
50,000
|
50,000
|
|
Redeemable ordinary
shares
|
1,845
|
1,845
|
1,845
|
|
Sponsor shares
|
4,375
|
4,375
|
4,375
|
|
|
56,220
|
56,220
|
56,220
|
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 or after the original Business
Combination deadline of 16 June 2023. The redeemable shares are
classified as liabilities in the Company's Statement of Financial
Position and are measured at amortised cost.
On 25 May 2023, the Company
announced a proposal to amend the articles of association in order
to extend the original Business Combination deadline, from 16 June
2023 to 15 March 2024, by shareholder resolution at a general
meeting held on 14 June 2023.
Pursuant to the amendment of the
articles of association and due to the fact the Business
Combination was not consummated prior to the original Business
Combination Deadline, ordinary shareholders had the right to redeem
their shares at £10.325 each (comprising £10.00 per ordinary share
representing the amount subscribed for by public shareholders in
the initial public offering, together with such ordinary
shareholders' pro rata entitlement to the escrow account
overfunding; £0.325 per ordinary share). The redemption of ordinary
shares held by the public shareholders does not trigger the
repurchase or redemption of the public warrants held, and public
warrant holders retain all rights in respect of any public warrants
held at redemption date. Following the general meeting, it was
announced that the resolutions to amend the articles of association
and to extend the original Business Combination Deadline were
passed, and the number of ordinary shares to be redeemed totalled
15,654,386. The redemption amounts, totalling £161,631,536, were
paid to ordinary shareholders from the funds held in escrow, on 28
June 2023, leaving a balance of £18,625,159 (including interest
income received between the period end and 28 June 2023). This
amount was deducted from the redeemable ordinary shares liability,
leaving £2,250 relating to the ordinary shares that were not
redeemed. The 18,453,960 ordinary shares held by the sponsors
remain in equity as it was agreed these would not be
redeemed.
|
Redeemable ordinary shares
|
As at
31 October
2023
|
As at
30 April
2023
|
|
B/f balance
|
160,672,766
|
-
|
|
Proceeds
|
-
|
156,546,040
|
|
Less initial recognition of public
warrants
|
-
|
(4,112,500)
|
|
Less issue costs
|
-
|
(4,678,090)
|
|
Effective interest
accretion
|
961,019
|
12,917,316
|
|
Ordinary shares redeemed at £10.325
per share
|
(161,631,535)
|
-
|
|
|
2,250
|
160,672,766
|
The 1,845,396 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 (£1,845) and share premium (£18,452,115),
less issue costs of £182,384, prior to the capital reduction
whereby the share premium portion was 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, 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
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.
All sponsor shares that are issued
and outstanding on the 10th 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,
make up share capital of £56,220.
As at 31 October 2023, the Company's
issued voting share capital consists of 1,845,396 redeemable
ordinary shares, and 4,375,000 unlisted sponsor shares.
14. Warrants
Sponsor warrants
Alongside the sponsor shares being
issued, sponsor warrants were issued to the sponsors in the same
ratio as the sponsor shares. 5,250,000 Sponsor warrants were issued
at £1.50 each, valued at £7,875,000, 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. On the date of initial
recognition, the fair value of each Sponsor warrant was £0.87 each
with the total fair value being £4,357,500.
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). 8,750,000 public warrants were issued at £0.26 each,
valued at £2,275,000. On the date of initial recognition, the fair
value of each public warrant was £0.47 each with the total fair
value being £4,112,500.
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.
Fair value adjustment
The sponsor warrants and public
warrants were initially recognised as derivative liabilities due to
a clause in the agreement terms which failed the 'fixed for fixed
test'. The cash received in relation to the sponsor warrants which
was above the fair value of the instruments has been recognised as
a capital contribution (£3,517,500).
At 31 October 2022, the fair value
of the sponsor warrants was £1.23 each, totalling £6,457,500 and
the fair value of each public warrant was £0.57 with the total
amounting to £4,987,500. A fair value loss of £2,100,000 was
recognised during the period in respect of the sponsor warrants,
and a fair value loss of £875,000 was recognised in respect of the
public warrants.
On 19 December 2022, the terms of
both the sponsor warrants and public warrants were amended which
meant the variability was removed and therefore the classification
was amended to equity. Therefore, there was no fair value
adjustment in the income statement during the period ended 31
October 2023.
15. Financial Risk
Management
The fair value hierarchy of
financial instruments measure at fair value is provided below. The
different levels have been defined as follows:
- Quoted prices (unadjusted), in active markets for identical
assets or liabilities (level 1);
- Inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly or
indirectly (level 2);
- Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs), (level
3).
There have been no transfers between
levels during the period. Additions to level 3 during the period
are based on third party valuation reports. See note 13 for further
detail.
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
£
|
£
|
£
|
£
|
|
Derivative financial liabilities
held at fair value through profit or loss
|
-
|
-
|
(2,776,000)
|
(2,776,000)
|
|
|
-
|
-
|
(2,776,000)
|
(2,776,000)
|
The following summarises the
valuation methodologies and inputs used for derivative liabilities
categorised in level 3:
|
|
Fair value
£
|
Valuation
methodologies
|
Unobservable
inputs
|
|
Derivative liabilities
|
2,776,000
|
Monte
Carlo simulation
|
Volatility
Probability of a Business Combination
|
The following table provides
information about the sensitivity of the period end fair value
measurement to changes in the most significant inputs:
|
Description
|
Significant unobservable
input
|
Estimate of the
input
|
Sensitivity of the fair value
measurement of the input
|
|
Derivative liabilities
|
Volatility
|
50%
|
An
increase to 70% (decrease to 30%) would increase fair value by
£298,000 (decrease by £286,000).
|
|
Derivative liabilities
|
Probability of no Business Combination
|
75%
|
An
increase to 95% (decrease to 50%) would decrease fair value by
£2,379,000, (increase by £1,189,000).
|
The Company's activities expose it
to credit risk and liquidity risk. The Company's overall risk
management program 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.
Management monitors rolling
forecasts of the Company's cash and cash equivalent on the basis of
expected cash flows. This is generally carried out by the Executive
Directors in accordance with practice and limits set by the
Company. At the end of the reporting period the Company held cash
and cash equivalents of £2,063,648.
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.
16. 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 13). 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 14).
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 30 April 2023 and 31 October
2023, this amount has been recharged to the Company via invoice, so
that the costs sit in the Condensed Statement of Comprehensive
Income. Further, included in other receivables is an invoice to
LiveStream totalling £484,969 relating to fees paid by the Company
which were agreed to be funded by LiveStream in addition to the
amount above.
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. The fair value has been recognised as a derivative
liability on the Condensed Statement of Financial Position. See
note 12 for further details.
Related party loans of £68,327 and
£11,208 are recognised on the Condensed Statement of Financial
Position as at 30 April 2023 and £68,327 and £41,208 as at 31
October 2023. The loans have been provided to the Company by Access
Capital (a company of which David Kotler is a Director) and
Livestream (a company of which Sanjay Mehta is a Director),
respectively. The amounts are due to be repaid on completion of a
Business Combination.
During the period ended 31 October
2023, Eni advanced £2,400,000 of a
committed £3,600,000 working capital loan to the Company. No
repayments were made during the period, and interest was accrued of
£28,047. At the period end, an amount was due to Eni in relation to
the working capital loan of £2,428,047.
17. Events after the reporting period
There are no events after the
reporting period that require disclosure.