2MX Organic S A : PROSPECTUS - 30 JUNE 2022 VERSION APPROUVEE

PROSPECTUS

2MX Organic (the "Company" or "2MX Organic") is a special purpose acquisition company ("SPAC") incorporated on September 17, 2020, under the laws of France as a French société anonyme à conseil d'administration, for the purpose of acquiring one or more companies or operating businesses with principal business operations in Europe through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (a "Business Combination"). The Company was formed by Messrs. Xavier Niel, Matthieu Pigasse and Moez-Alexandre Zouari (acting through and on behalf of their controlled affiliated NJJ Capital, Combat Holding and Imanes, respectively) (together the "Founders").

The Company focuses on the completion of an Initial Business Combination with one or several target businesses and/or companies with principal operations in the consumer goods industry in Europe with a dedicated focus on sustainability.

The board of directors of the Company (the "Board of Directors") has approved, by an affirmative vote of the majority of the members composing the Board of Directors, including approval by a two-third majority of the independent members composing the Board of Directors (the "Required Majority"), the contribution in kind by the company InVivo Group (801 076 282 R.C.S. Paris) of all the shares it holds in the capital of the company InVivo Retail (801 076 076 R.C.S. Paris) Paris and representing 100% of its share capital and voting rights (the "Contributed Shares"), to the benefit of 2MX Organic. It is proposed to remunerate InVivo Group's contribution by issuing to the benefit of InVivo Group 55,701,278 ordinary shares of a nominal amount of €0.01 each (the "New Ordinary Shares"), to be issued by the 2MX Organic which shall thus increase its share capital by €557,012.78. As a result, InVivo Retail would become a wholly-owned subsidiary of 2MX Organic and InVivo Group the controlling shareholder of 2MX Organic (the "Initial Business Combination" or the "Contribution").

Following the approval of the Initial Business Combination by the Board of Directors and by the Required Majority, the Company has published on June 9, 2022 a notice describing the Initial Business Combination (the "IBC Notice") and has provided its shareholders (the "Market Shareholders") owning class B preferred shares (the "Market Shares") with the opportunity to redeem all (and not less than all) of their Market Shares. Each Market Shareholder has a thirty (30) calendar day period beginning June 10, 2022 and ending on July 11, 2022 to inform the Company of his/her/its willingness to have his/her/its Market Shares redeemed (the "Dissenting Market Shareholders"). The Company shall then redeem, no later than the thirtieth (30th) calendar day after completion of the Initial Business Combination, all said Market Shares held by the Dissenting Market Shareholders at a redemption price of €10.00 per Market Share, subject to certain conditions being met.

This Prospectus is published in connection with the admission to listing and trading on the Professional Segment (Compartiment Professionnel) of the regulated market of Euronext Paris of 55,701,278 New Ordinary Shares of 2MX Organic resulting from the Contribution.

The Prospectus was approved by the AMF, in its capacity as a competent authority under EU Regulation 2017/1129. The AMF approved this Prospectus after having verified that the information it contains is complete, consistent and comprehensible within the meaning of Regulation (EU) 2017/1129.

This approval should not be considered as a favorable opinion on the issuer or on the quality of the financial instruments covered by the Prospectus. Investors are invited to make their own assessment as to the advisability of investing in the financial instruments concerned.

The Prospectus was approved on June 30, 2022 and is valid until the settlement and delivery of the New Ordinary Shares, i.e. August 3, 2022 and shall, during this period and under the conditions of Article 23 of Regulation (EU) 2017/1129, be supplemented by a supplement to the Prospectus in the event of significant new facts or material errors or inaccuracies. The Prospectus bears the following approval number 22-248.

This Prospectus has been prepared in English language in accordance with Article 212-12-II of the AMF's General regulation (Règlement général de l'AMF). The Prospectus approved by the AMF is composed of this Prospectus and the summary of the Prospectus (included in this Prospectus) as well as the documents incorporated by reference indicated below.

Copies of this Prospectus are available, free of charge, at the registered office of the Company, located at 65, rue d'Anjou, 75008 Paris, as well as on the websites of the Company (www.2mxorganic.com) and of the AMF (www.amf-france.org).

PRELIMINARY NOTE

Definitions

In the Prospectus:

• the term "2MX Organic" or the "Company" refers to 2MX Organic, a French société anonyme à conseil d'administration, whose registered office is located at 65, rue d'Anjou, 75008 Paris, registered with the
  Trade and Companies Register of Paris under number 889 017 018.
• the term "InVivo Retail" refers to InVivo Retail, a French société par actions simplifiée whose registered office is at 83, avenue de la Grande Armée, 75116 Paris, registered with the Trade and Companies Register of Paris under number 801 076 076.
• the term "InVivo Group" refers to InVivo Group, a French société par actions simplifiée whose registered office is at 83, avenue de la Grande Armée, 75116 Paris, registered with the Trade and Companies Register of Paris under number 801 076 282.
• the term "InVivo Retail Group" refers to InVivo Retail and all of its subsidiaries.
• the term "Group" refers to 2MX Organic, InVivo Retail and all of its subsidiaries after completion of the Contribution.

Forward looking statements

This Prospectus contains "forward-looking statements" regarding the prospects and growth strategies of the Company, InVivo Retail and its subsidiaries following the completion of the Contribution. Forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and InVivo Retail's control and all of which are based on the Company's and InVivo Retail's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects" "may" "will", "aims", "intends", "should", "could", "anticipates", "estimates", "plans", "assumes", "consider", "envisage", "think", "wish" and "might", or, if applicable, the negative form thereof, other variations thereon or comparable expressions or formulations. Forward-looking statements have no historically factual basis and should not be interpreted as a guarantee of future performance and the Company's and InVivo Retail's actual financial condition, results of operations and cash flows and the developments in the industry where the Company and InVivo Retail operate may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. The forward-looking statements contained in this Prospectus are based on data, assumptions, and estimates that the Company's and InVivo Retail's consider reasonable. Such information is subject to change or modification based on uncertainties in the economic, financial, competitive or regulatory environments. Forward looking statements appear in a number of chapters of this Prospectus and include statements relating to the Company and InVivo Retail intentions, estimates and targets with respect to their markets, strategies, growth, results of operations, financial situation and liquidity. The Company's and InVivo Retail's forward- looking statements speak only as of the date of this Prospectus. Absent any applicable legal or regulatory requirements, and notwithstanding the application of Regulation (EU) No 596/2014 dated April 16, 2014 on market abuse, the Company's and InVivo Retail's expressly disclaim any obligation to update any forward- looking statements contained in this Prospectus to reflect any change in their expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this Prospectus is based. For a discussion of risks that may affect the occurrence or achievement of such forward-looking statements, see Section 3 of this Prospectus. In addition, new risks, uncertainties and other factors may emerge that may cause actual results to differ materially from those contained in any forward-looking statements.

Information on the market and competitive environment

This Prospectus contains information about the Company's and InVivo Retail's markets and their respective competitive positions, including information about the size of such markets. In addition to estimates made by the Company and InVivo Retail, the facts on which the Company and InVivo Retail base their statements are taken from studies, estimates, research, information and statistics of independent third parties and

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professional organizations and figures published by the Company's and InVivo Retail's competitors, suppliers and customers, as well as the Company's own experience and knowledge of conditions and trends in the markets in which the Company and InVivo Retail operate.

These various studies, estimates, research and information, which the Company and InVivo Retail consider reliable, have not been independently verified by the Company or InVivo Retail or any other person. The Company and InVivo Retail believe that the market information included herein is useful in explaining the major trends in the Company's and InVivo Retail's industry. However, the Company and InVivo Retail have not independently verified any third-party information and cannot guarantee that a third party using other methods to collect, analyze or compile the market data would obtain the same results. The Company's and InVivo Retail's competitors may also define their markets and product categories differently than the Company and InVivo Retail do.

In addition, given the rapidly evolving and dynamic market in which the Company and InVivo Retail operate, the market or the Company's and InVivo Retail's competitive positions may evolve differently from the projections included in this Prospectus and some information may prove to be incorrect or outdated. Additionally, the Company's and InVivo Retail's activities may evolve differently from the projections included in this Prospectus. Investors should not place any reliance on the industry and market data included in this Prospectus. The Company and InVivo Retail undertake no obligation to publish any updates to the market information contained in this Prospectus unless required by law or stock exchange regulation.

Risks factors

Careful consideration should be brought to the Section 3 of this Prospectus as well as the other information contained in this Prospectus. The occurrence of any such risks, separately or in combination, could have a material adverse effect on the Company's reputation, financial condition, results of operations or prospects following the Contribution.

Furthermore, additional risks that have not yet been identified or that are not considered material by the Company and InVivo Retail as of the date of this Prospectus could produce adverse effects. Additional risks and uncertainties not currently known to the Company or InVivo Retail or that they currently deem to be unlikely to occur or be material may also have a material adverse effect on the business, financial condition, results of operations, reputation or prospects of the Company on and InVivo Retail and its subsidiaries (the "Group").

Rounding

Certain figures (including data expressed in thousands or millions) and percentages contained in this Prospectus, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform to the total percentage given.

Websites and Hyperlinks

References to any website or the content of any hyperlink contained in this Prospectus do not form a part of this Prospectus.

Incorporation by Reference

In accordance with Article 19 of the Regulation (EU) 2017/1129, the following documents and information are incorporated by reference in this Prospectus:

1. the Company's interim financial report for the period ended March 31, 2022 made available by the
   Company on June 30, 2022;
2. the free English translation of Company's annual financial report for the year ended September 30, 2021 made available by the Company on January 31, 2022 (the "Annual Financial Report"), being specified that the Annual Financial Report has been prepared and published by 2MX Organic in French; and

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1. the financial statements under IFRS for the year ended September 30, 2020 of the Company as well as the report from the statutory auditors on the financial statements under IFRS for the year ended September 30, 2020 attached as an appendix to the prospectus approved by the AMF on November 27, 2020 under number 20-583 (the "IPO Prospectus") in relation with the admission to trading on the Professional Segment (Compartiment Professionnel) of the regulated market of Euronext Paris of (a) the Market Shares, (b) the Market Warrants and (c) the Ordinary Shares of the Company that may result from the (α) automatic conversion of the Founders' Shares and the Market Shares in the event of the completion of a Business Combination and (β) the exercise of the Founders' Warrants and the Market Warrants (the "IPO").

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	TABLE OF CONTENTS
1	PERSONS RESPONSIBLE FOR THE PROSPECTUS, THIRD-PARTY INFORMATION, EXPERTS' REPORTS AND
	COMPETENT AUTHORITY APPROVAL .....................................................................................................	13
2	STATUTORY AUDITORS ...........................................................................................................................	15
3	RISK FACTORS.........................................................................................................................................	17
4	GENERAL INFORMATION IN RELATION TO THE COMPANY .....................................................................	39
5	BUSINESS OF THE COMPANY ..................................................................................................................	40
6	ORGANIZATION OF THE COMPANY.........................................................................................................	51
7	CAPITALIZATION AND INDEBTEDNESS ....................................................................................................	54
8	FINANCIAL INFORMATION......................................................................................................................	58
9	OPERATING AND FINANCIAL REVIEW .....................................................................................................	71
10	LIQUIDITY AND CAPITAL RESOURCES......................................................................................................	79
11	REGULATORY ENVIRONMENT OF THE COMPANY AFTER THE CONTRIBUTION ........................................	82
12	INFORMATION ON TRENDS ....................................................................................................................	83
13	TERMS AND CONDITIONS OF THE CONTRIBUTION .................................................................................	85
14	CORPORATE GOVERNANCE ....................................................................................................................	91
15	COMPENSATION AND BENEFITS ...........................................................................................................	126
16	EMPLOYEES ..........................................................................................................................................	130
17	PRINCIPAL SHAREHOLDERS...................................................................................................................	135
18	DILUTION..............................................................................................................................................	138
19	ADDITIONAL INFORMATION.................................................................................................................	139
20	DESCRIPTION OF THE SECURITIES .........................................................................................................	154
21	TAXATION.............................................................................................................................................	175
22	AVAILABILITY OF DOCUMENTS .............................................................................................................	198
23	NOTICE TO READERS.............................................................................................................................	199
24	CONCORDANCE TABLES ........................................................................................................................	200

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