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CLIMATE TRANSITION CAPITAL ACQUISITION I B.V.

(CTCA1)
Real-time Euronext Amsterdam  -  10:46 2022-11-07 am EST
9.850 EUR   -.--%
09/28Climate Transition Capital Acquisition I B : CTCA1 BV Interim Financial Report to 30 June 2022
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09/28Climate Transition Capital Acquisition I B : CTCA1 Publishes Interim Financials to 30 June 2022
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09/28CLIMATE TRANSITION CAPITAL ACQUISITION I B.V. : Half-year report
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Climate Transition Capital Acquisition I B : CTCA1 BV Interim Financial Report to 30 June 2022

09/28/2022 | 01:26pm EST

Climate Transition Capital Acquisition I B.V.

Interim Financial Report

for the six months ended 30 June 2022

Contents

Page

CHAIR'S REPORT

2

INTERIM DIRECTORS' REPORT

Overview of the Company and the Group

4

Financial Review

5

Risks and Uncertainties

5

Related Party Transactions

6

Responsibility Statement

6

INTERIM FINANCIAL STATEMENTS

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

Condensed Consolidated Statement of Financial Position Condensed Consolidated Statement of Changes in Equity Condensed Consolidated Statement of Cash Flows

Notes to the Condensed Consolidated Financial Statements

8

9

10

11

12

OTHER INFORMATION

Shareholder Information

22

Company Information

22

1

Chair's Report

High temperatures and high energy prices have a common solution

European households and businesses continue to suffer the effects of climate change and the higher cost of living. Following two months of extreme heat, Europe sweltered again in July and August with temperatures exceeding 40°C, in some cases for the first time ever. Europe has also experienced very dry conditions over the summer, with much of the continent seeing rainfall well below average.

As expected, the European Central Bank raised interest rates in July for the first time in more than a decade, lifting its benchmark deposit rate from minus 0.5% to zero. A further increase of 0.75% came in September as inflation reached 9.1% in August, well above the ECB's previous prediction of a peak at 7.5%.

Energy prices remain the most important component of overall inflation and European governments have now allocated over 280 billion euros in funding to cushion the impact of the energy crisis on households and businesses which could last a decade.

Against this backdrop, many of the companies that CTC talks to are reporting effectively unlimited demand for their climate solutions, given the rapid payback from such investments and the increased security of supply. Nonetheless, some of these companies continue to face significant supply chain constraints.

These challenges can be seen very clearly in the case of solar PV, where two main factors are driving up costs. First, shipping prices have skyrocketed, especially for containers leaving China, whose share of global polysilicon, ingot and wafer production is almost 95%.

Second, key solar panel components have become more expensive. Polysilicon production has been hit especially hard by the bullwhip effect: an oversupply before the pandemic, which prompted manufacturers to halt production. Then, economic activity returned faster than expected, and polysilicon miners and refiners struggled to catch up, sending prices soaring. Amidst a slowdown in solar PV installations globally, suppliers are prioritising well-capitalised customers.

What CTC offers a European climate transition leader

Trillions of euros will be needed to decarbonise the European economy and many households will not be able to afford to make these investments, despite the ongoing savings. For example, the average domestic solar PV system costs 15,000 euros whereas average annual household savings are only 3,700 euros. The cost-of-living crisis will deplete household finances further, making much-neededcost-saving investments even less affordable and meaning that retail propositions will need to be fully financed, 'no money down' deals. Equally on the commercial side, many businesses may be unwilling or unable to fund climate solutions from their balance sheets, despite the potential for improved returns on capital employed. This suggests that a very significant portion of the capital needed for the climate transition in Europe will have to be supplied by third-party providers (particularly institutional investors) or otherwise intermediated.

These factors all play very favourably towards a European climate transition SPAC. While capital markets globally continue to be challenged by macroeconomic tailwinds, selective equity issuance is still succeeding - particularly on Euronext Amsterdam which is increasing its share of this activity in the European market.

Further, the European SPAC market lacks many of the structural challenges that have so disrupted the US since the start of the year, such as new SEC rules, new taxes on share transactions, litigation and regulatory risks and a fundamental oversupply of SPAC capital.

CTC also benefits from being mission-driven and having a higher proportion of strategic and long-only shareholders in our SPAC (and broader investor relationships) who share our climate goals, compared with many other SPACs. This means we can provide a European climate transition leader with the opportunity

2

to raise a significant amount of capital in a controlled transaction which can then be used to accelerate business growth. The public listing also provides a currency for M&A, enabling the company to drive the consolidation and integration we expect to see in numerous climate transition sub-sectors.

For climate asset companies, such as rooftop solar providers, the enhanced public profile may also help with tapping public capital markets for lower cost funding such as asset finance, infrastructure debt and green bonds which would allow the creation of climate asset portfolios of considerable scale.

At Climate Transition Capital we remain very realistic about the current market challenges but also very excited about the opportunity to bring a climate transition leader to Amsterdam. As John F. Kennedy said, our problems are man-made, therefore they can be solved by man.

On 5 September, we announced that Non-Executive Director David Crane had stood down from the Board in connection with his nomination by President Biden to the role of Under Secretary of Infrastructure at the Department of Energy. I would like to take this opportunity, on behalf of all the Board, to thank him again for his insights and experience over the last year and to wish him every success for the future.

Marieke Bax

Chair, Climate Transition Capital Acquisition I B.V.

3

Interim 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/

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Climate Transition Capital Acquisition I BV published this content on 28 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2022 17:25:02 UTC.


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Financials
Sales 2021 - - -
Net income 2021 -9,90 M -10,4 M -10,4 M
Net cash 2021 194 M 204 M 204 M
P/E ratio 2021 -
Yield 2021 -
Capitalization 233 M 246 M 246 M
EV / Sales 2020
EV / Sales 2021 -
Nbr of Employees -
Free-Float -
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Managers and Directors
Marieke Bax Independent Non-Executive Chairman
David S. Buzby Executive Director
Shaun P. Kingsbury Non-Executive Director
David Whipple Crane Non-Executive Director
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