DEE Tech : Rapport financier semestriel au format PDF (EN)

HALF-YEARLY FINANCIAL REPORT

As of June 30, 2022

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	CONTENTS
I.	HALF-YEARLY MANAGEMENT REPORT...................................................................	2
1.	Activities of DEE Tech ........................................................................................................	2

1.1 Issuance and admission to trading of preferred shares and warrants on the professional

segment (Compartiment Professionnel) of the regulated market of Euronext Paris .................

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1.2 Completion of the issuance of the ABSAR Bs with qualified investors in France and abroad . 3

1.3	Composition of the share capital of DEE Tech and threshold crossing declarations ................	4
1.4	Transfer of part of the funds raised by the Company to a Committed Deposit Account ..........	8
1.5	Company's operational activity for the half-year period ended on June 30, 2022....................	9

2. Results and financial structure of the Company for the half-year period ended on June

	30, 2022................................................................................................................................	9
2.1	Results ..................................................................................................................................	9
2.2	Financial structure...............................................................................................................	10
3.	Investments made..............................................................................................................	10
4.	Significant events that have occurred since the reporting date .......................................	10
5.	Risk factors........................................................................................................................	10
6.	Related party agreements (conventions réglementées) .....................................................	10
7.	Outlooks and main uncertainties for the remaining six months of the year ...................	10

1. CONDENSED HALF-YEARLY FINANCIAL STATEMENTS AS OF JUNE 30, 2022 12

III.	STATUTORY AUDITORS' REPORT ............................................................................	30
IV.	CERTIFICATION OF THE PERSON RESPONSIBLE FOR THE HALF-YEARLY
	FINANCIAL REPORT.....................................................................................................	33

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1. HALF-YEARLYMANAGEMENT REPORT

1. Activities of DEE Tech

1.1 Issuance and admission to trading of preferred shares and warrants on the professional segment (Compartiment Professionnel) of the regulated market of Euronext Paris

DEE Tech SA (the "Company") is special purpose acquisition company ("SPAC"), incorporated as a société anonyme à Conseil d'administration under French law, registered on March 29, 2021, whose historical shareholders are Mr. Marc Menasé, Mr. Michaël Benabou, Mr. Charles-Hubert de Chaudenay and also, MACSF Epargne Retraite1, and IDI2 (the

"Founders").

The Company was incorporated in view of carrying out, within 24 months of the admission to trading of its Class B Shares (as defined below), one or more acquisitions, contributions, mergers, equity investments or any other transactions with an equivalent or similar effect involving the Company and one or more other companies or other legal entities, relating to securities, particularly equity securities, or assets (the "Initial Business Combination") in the field of technology, including activities focusing on digital and e-commerce solutions.

In this perspective, the Combined Shareholders' Meeting of the Company's shareholders was convened on June 16, 2021 (the "Combined Shareholders' Meeting") in order to adopt several decisions relating to the Company's governance structure, the modification of the Company's Articles of Association to meet the requirements linked to the admission of its securities to trading on a regulated market, and the implementation of several share capital increases.

In particular, the Combined Shareholders' Meeting resolved to delegate to the Board of Directors the power to carry out the following acts:

• the issuance of redeemable preferred shares (the "Class B Shares" or "B Preferred shares") each accompanied by a redeemable warrant for ordinary shares of the Company (a "BSAR B" and, together with each B Share, an "ABSAR B") without preferential subscription right of shareholders reserved exclusively for categories of persons meeting specific characteristics, namely (i) qualified investors investing in companies and enterprises operating in the technology sector, and (ii) qualified investors meeting certain financial criteria;
• the issuance of (i) ordinary shares and (ii) ordinary shares each accompanied by a redeemable warrant for ordinary shares of the Company (a "BSAR A" and, together with each ordinary share, an "ABSAR A") with retention of the preferential right of subscription to the benefit of the Founders of the Company; and
• the creation of several classes of preferred shares (the "Class A1 Founders' Shares", the "Class A2 Founders' Shares" and the "Class A3 Founders' Shares") by converting all the ordinary shares held by the Founders of the Company.

Following the Combined Shareholders' Meeting, the Company published a prospectus in the form of a single document approved by the Autorité des Marchés Financiers on June 16, 2021 under the number 21-228 (the "Prospectus") for the purposes of admission to trading on the professional segment (Compartiment Professionnel) of the regulated market of Euronext Paris:

1. Represented by Mr. Roger Caniard
2. Represented by Mr. Julien Bentz

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• of the Class B Shares,
• of the BSAR Bs, and
• of the ordinary shares of the Company that may result from (i) the automatic conversion of the Class A1 Founders' Shares, Class A2 Founders' Shares, Class A3 Founders'
  Shares and Class B Shares at the time of and after the completion of an Initial Business Combination and (ii) the exercise of the BSAR As and BSAR Bs, it being noted that the BSAR As and BSAR Bs will become exercisable from the date of completion of an Initial Business Combination, for a period of five years.

The Prospectus is available on the Company's website (https://www.deetech.eu/) and on the website of the Autorité des Marchés Financiers (https://www.amf-france.org/fr).

1.2 Completion of the issuance of the ABSAR Bs with qualified investors in France and abroad

In a press release published on June 16, 2021, the Company announced the launch of the offering of the ABSAR Bs in France and abroad, including in the United States, to qualified investors investing in companies and enterprises operating in the technology sector and/or qualified investors meeting at least two of the following three criteria: (i) a balance sheet total equal to or exceeding EUR 20 million, (ii) net revenue or net sales equal to or exceeding EUR 40 million, and/or (iii) equity capital equal to or exceeding EUR 2 million.

In a press release dated on June 23, 2021, the Company announced the success of the issuance of the ASBAR Bs for a total amount of EUR 165,000,000, as well as the closing of the issuance on that same day. Upon the closing, on the basis of indications of interest received during the offering period and in accordance with the decisions of the Combined Shareholders' Meeting and the powers delegated to it by that meeting, the Company's Board of Directors met on June

23, 2021 in order to proceed with:

• the issuance of 16,500,000 ABSAR Bs to the benefit of qualified investors meeting the above-mentioned criteria, at a price of EUR 10.00 each, i.e. a nominal value of one euro cent (EUR 0.01) and an issue premium of nine euros and ninety-nine cents (EUR 9.99) for each ABSA B, representing a share capital increase of a nominal amount of EUR 165,000 and a total amount of EUR 165,000,000, including the issue premium;
• the issuance of 536,410 ABSAR As to the benefit of the Founders of the Company, at a price of EUR 10.00 each, representing a share capital increase of a nominal amount of EUR 5,364.10 and a total amount of EUR 5,364,100, including the issue premium; and
• the issuance of 329,278 ordinary shares of the Company to the benefit of the Founders of the Company, at a price of one euro cent (EUR 0.01) each, representing a share capital increase of a nominal amount of EUR 3,292.78 and a total amount of EUR 3,292.78, including the issue premium.

The settlement and delivery of the ABSAR Bs took place on June 25, 2021. On that date, the BSAR Bs were detached from the Class B Shares and they were both admitted to trading on the professional segment (Compartiment Professionnel) of the regulated market of Euronext Paris.

Simultaneously with the above, on June 25, 2021, the BSAR As were detached from the ordinary shares aggregated in the ABSAR As and all of the ordinary shares held by the Founders of the Company were converted into Class A1, A2 and A3 Founders' Shares.

It is recalled that the Company has a 24 month-period of from the date of settlement and delivery of the Class B Shares admitted to trading on the professional segment (Compartiment

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Professionnel) of the regulated market of Euronext Paris, i.e. until June 25, 2023, to complete the Initial Business Combination (the "Initial Business Combination Deadline").

1.3 Composition of the share capital of DEE Tech and threshold crossing declarations

As of June 30, 2022, the Company's share capital was distributed as follows:

• holding of capital
  Number of shares

Mr. Marc Menasé (1)	1,578,456	7.7%
Mr. Michaël Benabou (2) (4)	1,415,557	6.9%
Mr. Charles-Hubert de Chaudenay (3)	199,805	1.0%
MACSF Epargne Retraite (4)	2,915,557	14.1%
IDI (4)	2,015,625	9.8%
Founders sub-total(4)	8,125,000	39.4%
Floating/Public (5)	12,500,000	60.6%
Total	20,625,000	100%

1. Acting through 07MEN, a limited liability company, wholly owned directly by Mr. Marc Menasé.
2. Acting through Société Financière Saint James, a simplified joint stock company, 99.00% of which is directly owned by Mr. Michaël Benabou.
3. Acting through SAS Collignon, a simplified joint stock company, 55.10% owned directly and indirectly by Mr. Charles Hubert de Chaudenay and the rest by his partner (compagne).
4. Including shares subscribed directly or indirectly by MACSF Epargne Retraite, IDI and Mr. Michaël Benabou in the offer reserved to qualified investors on the professional segment (Compartiment Professionnel) of the regulated market of Euronext Paris, corresponding to 19.4% of the share capital, for a total amount of EUR 40 million.
5. Excluding shares subscribed directly or indirectly by MACSF Epargne Retraite, IDI and Mr. Michaël Benabou in the offering reserved to qualified investors on the professional segment (Compartiment Professionnel) of the regulated market of Euronext Paris, corresponding to 19.4% of the share capital, for a total amount of EUR 40 million.

As of June 30, 2022, the Company's share capital was composed as follows:

	Total number of shares comprising		Total number of voting rights
	the share capital
20,625,000 shares, of which:

• 1,374,998 Class A1 Founders' Shares ;

- 1,374,998 Class A2 Founders' Shares;	20,625,000

• 1,375,004 Class A3 Founders' Shares; and
• 16,500,000 Class B Shares

In addition, since January 1, 2022, the following declarations of legal threshold crossings were filed with the Autorité des Marchés Financiers:

• In a letter received on February 4, 2022, JP Morgan Chase & Co. (C/o CT Corporation, 1209 Orange Street, Wilmington, United States) declared that it had indirectly crossed downwards, on January 31, 2022, the thresholds of 5% of the capital and voting rights of DEE Tech and that it held, indirectly through companies that it controls, 935,716 DEE Tech shares representing the same number of voting rights, i.e. 4.54% of this company's capital and voting rights, distributed as follows:

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