REG - HIRO Metaverse - Interim Results for the Period Ending 30 June 2022
21/09/2022 16:45
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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/
(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
(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 (mailto: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 £115 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 DIVIDENDS
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 £0.01 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 £10.30 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 7 (0.04) (0.04)
share - basic and diluted
Consolidated statement of financial position as at 30 June 2022
ASSETS Notes 30 June 2022 31 Dec 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 capital with nominal Share capital without nominal Share premium Accumulated Total equity
amount amount deficit
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
30 June 2022 31 Dec 2021 (audited)
(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 (http://ec.eu)
ropa.eu/finance/accounting/ias/index_en.htm
(http://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 £10.30 per Public Share plus any
interest earned on funds held in the Escrow Account.
Price Number of shares GBP GBP
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
£0.01 per Public Warrant if the closing price of its Public Shares following
the consummation of the Initial Business Combination equals or exceeds £18.00
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 £0.10 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 £10.00 but is below £18.00,
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
30 June 2022 31 Dec 2021 (audited)
(unaudited)
GBP GBP
Sponsor Warrants 1,538,469 -
Movement schedule Price Number of warrants GBP GBP
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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