QEV Technologies, S.L entered into non-binding letter of intent with SPEAR Investments I B.V.to acquire SPEAR Investments I B.V on May, 24 2023. QEV Technologies, S.L signed an agreement to acquire SPEAR Investments I B.V. (ENXTAM:QEV) from STJ SPEAR Investments I LLP and others in a reverse merger transaction for approximately ?190 million on July 31, 2023. Under the terms of the proposed agreement, 100% of QEV Technologies? existing shareholders are expected to remain invested in the company through the exchange of their shares for shares in the combined entity. Pursuant to the agreement, QEV Shareholders shall exchange, or cause to exchange, all of the issued and outstanding shares in the capital of QEV (the QEV Shares) they directly or indirectly hold to SPEAR in return for 25.05556 ordinary shares in the capital of SPEAR (the Ordinary Shares) for each QEV Share exchanged (the Share Exchange). In consideration for the QEV Share Capital Increase Shares (as set out in the section "Convertible Instrument Share Exchange" below) shall be a total consideration of 18,500,000 Ordinary Shares (the Share Consideration), to the QEV Shareholders. As a result of the Share Exchange, SPEAR will be the holding company of the Spanish group listed on the regulated market operated by Euronext Amsterdam, and the QEV Shareholders, Shareholders, the PIPE Investors and some Convertible Instrument Holders (please refer to section "Business Combination ? Funding") will be the joint shareholders of SPEAR on the Completion Date. The QEV Shareholders, the Convertible Instrument Holders, QEV and SPEAR (the Parties) have agreed on an equity value of QEV of ?185,000,000 on a fully-diluted pre-transaction equity value basis (the Equity Value). Upon execution of the Convertible Instrument Share Exchange, the Convertible Instruments Holders will assume the same obligations and have the same rights as the rest of the common shareholders of SPEAR. The implied enterprise valuation for the transaction is EUR 209 million and the transaction already has EUR 23 million of capital to support the company?s business plan, which foresees a four-fold increase in revenues by 2023 and aims to sell over 16,000 electric vehicles per year by 2027. Immediately following the Share Exchange, SPEAR will be converted into a public company and be named "QEV N.V." and it will trade publicly on Euronext Amsterdam under a new ticker symbol.

Post completion of the acquisition, the current one-tier board structure of the Company will continue. The Company will install certain new Executive Directors and Non-Executive Directors pursuant to, inter alia, the director nomination rights of the QEV Shareholders and the Promote Investors and QEV Technologies will maintain its fiscal residence, headquarters and operations in Barcelona (Spain), following its recent successful tender with its JV partner for a former Nissan facility in the ?D-Hub? (Decarbonization Hub) in Barcelona, Spain, a cutting-edge project in electric mobility strategically located in Barcelona?s free trade zone that seeks to position Spain and Europe as a benchmark in sustainable automation, with an expected production capacity of 180,000 vehicles per year. The capital provided by this transaction will allow QEV Technologies to continue to increase investment and accelerate the deployment of funds corresponding to, among other initiatives, the Strategic Project for the Recovery and Economic Transformation of the Electric and Connected Vehicle (PERTE_VEC) authorized by the European Commission and the Spanish Government. Joan Orús Valls and Juan Fernández Krutchkoff will join as members of the Board as Executive Directors with effect as of Completion and Appointment of Miriam van Dongen, Carlos Conti, Elisa Sanchini and Derek Whitworth as members of the Board as Non-Executive Director with effect as of Completion.

The transaction is subject to the approval of the business combination by SPEAR?s shareholders at an EGM, which will take place on September 27th, 2023, after which QEV Technologies is expected to become a Euronext listed company, the Inveready and GAEA Share Capital Increase has been duly registered in the Commercial Registry of Barcelona, the European Investment Bank has issued its approval of the transaction in the terms contemplated in the Business Combination Agreement. After careful consideration, the Board has unanimously (i) concluded that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination are in the best interest of the Company and its stakeholders, including the Shareholders. Completion is expected to take place on the fifth Business Day following the day on which all Conditions are satisfied or waived, or such date to be agreed between SPEAR, the Convertible Instrument Holders, the QEV Shareholders and QEV (the Completion Date) in accordance with the Business Combination Agreement. The transaction is expected to be completed on October 2, 2023.

Allen & Overy LLP acted as legal advisor to SPEAR Investments.

QEV Technologies, S.L completed the acquisition of SPEAR Investments I B.V. (ENXTAM:QEV) from STJ SPEAR Investments I LLP and others in a reverse merger transaction on October 2, 2023. Following the Business Combination, previous QEV shareholders now hold 80% of the Company, with the management team collectively accounting for 14%. The following members of the board of directors of the Company have resigned with effect as of the closing of the Business Combination: (i) John St. John, (ii) Jorge Lucaya, (iii) Joes Leopold, (iv) Frank Dangaerd, (v) Miriam van Dongen, (vi) Rick Medlock and (vii) Ignacio Moreno. The following members of the board of directors of the Company have been appointed with effect as of the closing of the Business Combination: (i) Joan Orús Valls (executive director), (ii) Juan Fernández Krutchkof (executive director), (iii) Miriam van Dongen (non-executive director), (iv) Carlos Conti (non-executive director), (v) Elisa Francesca Sanchini (non-executive director) and (vi) Derek Whitworth (non-executive director and chair). QEV Technologies has been advised by JB Capital as financial advisor, and Pérez-Llorca Abogados, Augusta Abogados and Stibbe as legal advisors for the transaction. SPEAR Investments I was advised by AZ Capital as financial advisor, STJ Advisors as capital markets advisor.