Climate Transition Capital Acquisition I B : CTCA1 BV 2021 Annual Report & Financial Statements

This copy of the Annual Report of Climate Transition Capital Acquisition I B.V. for the period from incorporation on 29 April 2021 to 31 December 2021 is not in the ESEF-format as specified by the European Commission in Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package is available athttps://climatetransitioncapital.com/investor-resources/

Climate Transition Capital Acquisition I B.V.

Annual Report and Financial Statements

For the period from incorporation on 29 April 2021 to 31 December 2021

Contents
Page
CHAIR'S REPORT	2
DIRECTORS' REPORT
Overview of the Company	3
Climate Impact Framework	4
Business Environment	10
Risks and Uncertainties	11
Financial Review	14
The Board of Directors	15
Corporate Governance Report	19
Audit Committee Report	25
Directors' Remuneration Report	27
Other Disclosures	28
STATEMENT OF DIRECTORS' RESPONSIBILITIES	29
FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income	32
Consolidated Statement of Financial Position	33
Consolidated Statement of Changes in Equity	34
Consolidated Statement of Cash Flows	35
Notes to the Consolidated Financial Statements	36
Company Statement of Financial Position	56
Company Statement of Profit or Loss	57
Notes to the Company Financial Statements	58
OTHER INFORMATION
Shareholder Information	60
Company Information	60
INDEPENDENT AUDITOR'S REPORT

Chair's Report

We are pleased to deliver this annual report for Climate Transition Capital Acquisition 1 B.V. and we do so at a time of significant global change. The world has witnessed the tragic events unfolding in Ukraine following Russia's invasion. This unprecedented event will have significant ramifications in multiple areas of our lives and, in particular, on Europe's focus on a transition away from fossil fuel dependency.

It seems clear that we have reached a tipping point for the energy transition, driven by the extreme weather events last summer, the cost-of-living crisis ushered in by higher energy prices and inflationary pressures across the board and now a new strategic imperative, European security. For while the energy transition directly addresses climate change and lowers energy bills, it also provides energy independence.

Notable recent announcements to accelerate the energy transition include the European Commission's REPowerEU initiative, which sets out measures to deliver at least the annual equivalent of the 155 billion cubic metres of imports of Russian gas, ending Europe's dependence on Russia completely by 2027.

Indeed, REPowerEU targets a reduction in fossil gas consumption of 100 billion cubic metres by the end of 2022, with domestic initiatives such as energy efficiency, solar rooftops and heat pumps playing a major role in this. An example of the simple efficacy of some of these measures is the estimate that reducing thermostats in European homes and workplaces by just one degree would reduce gas imports by 10 billion cubic metres per annum, displacing over 6% of Russian gas imports.

While the fundamentals of the energy transition become stronger and more urgent with each new challenge we face - and the need for new capital accelerates - the equity markets are held in a period of uncertainty of an unknowable duration.

After a difficult adjustment to a new interest rate cycle, many investors are now waiting on the sidelines as they digest daily headlines and assess second order impacts on their portfolios. New issuance has paused with a busy pre-Easter IPO schedule deferred to pre-summer or later this year, depending on how geopolitical events unfold.

Although capital market conditions are currently challenging, CTC's set of energy transition opportunities looks ever more compelling. The team has broad and deep engagement with high-quality climate leaders and has calibrated its focus on those companies most suited to the present challenges, real businesses that provide concrete energy transition solutions.

While the energy transition is a multi-decadal growth story and the SPAC transaction is most suited to high growth companies, the CTC team is prioritising attractive companies that have existing revenues and profitability, as well as long term growth potential.

I believe that CTC will capitalise on the experience, skills and reach of the team, the support of its advisers, its investor relationships and its climate mission and I look forward to a successful combination with a climate transition leader at the appropriate time.

Marieke Bax

Chair, Climate Transition Capital Acquisition I B.V.

Directors' Report

OVERVIEW OF THE COMPANY AND THE GROUP

Climate Transition Capital Acquisition I B.V. ("CTCA1" or the "Company") is a special purpose acquisition company (SPAC) incorporated by Climate Transition Capital Sponsor I LLP (the "Sponsor") for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination with or acquisition of a target business or entity (a "Business Combination").

On 29 June 2021 the Company successfully completed a private placement of 19,000,000 "Units", each entitling the holder to one Ordinary Share and one-third of a Warrant, at a price of €10.00 per Unit raising €190 million (the "Offering"). The resulting Units were admitted to listing and trading on Euronext Amsterdam. During a "stabilisation period" which ended on the 8 July 2021, 39,000 Units were repurchased then cancelled leaving issued Units of 18,961,000 (entitling the holders to 18,961,000 Ordinary Shares and 6,320,333 Warrants). On 4 August 2021, 35 calendar days after the first day of trading, the Units split into Ordinary Shares and Warrants which have been separately listed and traded on Euronext Amsterdam since.

100% of the proceeds of the Offering plus €2 million to cover up to €2 million of negative interest (the "Negative Interest Cover") have been put into a bank account opened by Stichting Climate Transition Capital Escrow (the "Foundation") and held with ABN AMRO Bank N.V. in the Netherlands (the "Escrow Account"). These amounts will only be released in accordance with the terms of an escrow agreement, the key terms of which are summarised below.

• • In the event of a Business Combination, the Company may use all or a substantial part of the amounts held in the Escrow Account to:

  • o pay the consideration due for the Business Combination, the transaction costs associated with the Business Combination and additional Offering underwriting fees due upon completion of a Business Combination;

  • o repurchase Ordinary Shares in accordance with share repurchase arrangements detailed in the Prospectus (see below);

  • o the Company may apply the balance of the cash, if any, released from the Escrow Account for general corporate purposes of the target business, including for maintenance or expansion of operations thereof.

• • In the event no Business Combination completes within 24 months from the settlement date of 2 July 2021 (the "Business Combination Deadline"), the Company will use the amounts held in the Escrow Account (minus any negative interest due in excess of €2 million) to repurchase Ordinary Shares under the Share Repurchase Arrangement and otherwise, for those who do not elect to participate in the Share Repurchase Arrangement, to distribute in accordance with the Liquidation Waterfall.

The Foundation is ultimately controlled by the Company and is therefore its subsidiary. The Company and the Foundation together comprise the "Group".

More information about the Company, including the Company's Initial Public Offering Prospectus dated 23 June 2021 (the "Prospectus"), which was approved by the Dutch Authority for the Financial Markets, the AFM, can be found on the Climate Transition Capital website:https://climatetransitioncapital.com/investor-resources/

CLIMATE IMPACT FRAMEWORK

CTCA1 intends to mobilise capital for a disruptive climate transition business that accelerates net zero in the hard-to-abate sectors of energy, mobility and industry.

Figure 1. Key components of CTCA1's climate impact framework

To achieve these objectives, CTCA1's theory of change maps out the climate impact value chain and forms the backbone of its impact framework.

Figure 2. High-level summary of CTCA1's theory of change

Identify disruptive climate pioneers in target sectors

Identify tipping point conditionsMobilize capital towards climate pioneers

Accelerate climate outcomes and impacts

The screening process scores target companies on their disruptive potential against CTCA1's six intended climate outcomes:

• 1. Reduced Greenhouse Gas or 'GHG' emissions

• 2. Optimise use of materials

• 3. Optimise energy production & storage

• 4. Transition to a circular economy

• 5. Reduce fossil fuel use

• 6. Accelerate sustainability

CTCA1's due diligence process includes an assessment of climate impact and an operational and ESG review. The process enables CTCA1 to gauge the size and duration of the climate impact opportunity and verify a target business' alignment with the EU taxonomy.

Theory of change and intended impact outcomes

Theory of change

CTCA1's theory of change maps out the impact value chain and provides the backbone of the climate impact framework. It describes how CTCA1's activities can lead to measurable climate outcomes, aligning with the climate change mitigation objectives of the EU taxonomy and accelerating the transition to net zero in hard-to-abate sectors.