VAM Investments SPAC B : Interim Financial Report 30 June 2022

Interim Financial Report for the period 1 January 2022 to

30 June 2022

Contents
Interim Board Report...................................................................................................................................................	3
Condensed Interim Financial Statements.......................................................................................................	10
Condensed statement of profit and loss and other comprehensive income ........................................	11
Condensed statement of financial position ........................................................................................................	12
Condensed statement of changes in equity.......................................................................................................	14
Condensed statement of cash flows......................................................................................................................	16
Notes to the Condensed Interim Financial Statements .................................................................................	17
Contact information..................................................................................................................................................	34

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Interim Board Report

General

VAM Investments SPAC B.V. ("VAM Investments SPAC" or the "Company") is a private limited liability company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan, Italy, and registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 82465207, and operating under the laws of the Netherlands. The Company's Legal Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. on 19 July 2021 following an initial public offering ("IPO") of Units (as defined below) pursuant to which it raised €210,326,560 in gross proceeds (the "IPO Proceeds").

VAM Investments SPAC is a Special Purpose Acquisition Company ("SPAC") and was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Target") (a "Business Combination") operating in the consumer products and services sector (the "Target Sector") that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector. VAM Investments Group S.p.A. is the sponsor of the Company (the "Sponsor").

Each unit sold to investors in the IPO comprised (the "Units"):

1. one ordinary share in the share capital of the Company, each having a nominal value of €0.01 (jointly, the "Ordinary Shares"); and
2. a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the "Warrants"). During the exercise period described in the prospectus relating to the IPO dated 14 July 2021 (the "Prospectus"), each whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the terms and conditions of the Warrants and the Founder Warrants (as defined below) as published on the Company's website (the "Warrant T&Cs").

The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half (1/2) of Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of the general share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant was distributed to each holder of Ordinary Shares on the record date (the "Distribution"), after which the Ordinary Shares and the whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to fractions of Warrants were forfeited.

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About VAM Investments SPAC B.V.

Capital structure

At incorporation, the Company issued 1 share with a nominal value of €1.00. Following the IPO and the concurrent private placement with the Sponsor, the Company's issued capital was increased to €1,262,908.20, as at 30 June 2022 consisting of the following:

1. €52,581.64, representing approximately 4.16% of the Company's issued capital, consisting of 5,258,164 founder shares, each having a nominal value of €0.01 (the "Founder Shares"), acquired by the Sponsor for an aggregate issue price of €9,809,796.80. The Founder Shares shall not share in any profits nor in the reserves of the Company, other than in case of a Liquidation (as defined below) in accordance with a pre-determined order of priority as laid down in the Company's articles of association as in force on the date hereof (the "Articles of Association"). The Founder Shares will be converted into newly issued Ordinary Shares following a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, in accordance with the promote schedule the terms of which are set out in the Prospectus;
2. €200,000, representing approximately 15.84% of the Company's issued capital, consisting of the founder share f1 in the Company with a nominal value of €200,000 (the "Founder Share F1"), subscribed for by the Sponsor for an issue price of €200,000;
3. €210,326.56, representing approximately 16.65% of the Company's issued capital, consisting of 21,032,656 Ordinary Shares, each having a nominal value of €0.01, acquired by the investors in the IPO as part of the Units for an aggregate issue price of €210,326,560; and
4. €800,000, representing approximately 63.35% of the Company's issued capital, consisting of the 80,000,000 Treasury Shares (as defined below), each having a nominal value of €0.01.

As part of the IPO and the concurrent private placement with the Sponsor, the Company further:

1. transferred 10,516,328 Warrants to holders of Ordinary Shares as part of the Distribution; and
2. issued 9,809,796 rights to subscribe for one ordinary share in the capital of the Company (the "Founder Warrants"), for no consideration, which are deemed embedded in and form part of the Founder Share F1 held by the Sponsor. During the exercise period described in the Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly issued Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the Warrant T&Cs.

Ordinary Shares and Warrants held in treasury

On the Settlement Date (as defined below), the Company issued to, and immediately repurchased from, the Sponsor (i) 80,000,000 Ordinary Shares ("Treasury Shares") and (ii) 40,000,000 Warrants, all at the same value (so that no net proceeds remained with or were due by the Company), for the purpose of holding these in treasury for purposes of, inter alia, (i) the delivery of Ordinary Shares upon the exercise of the Warrants, (ii) the transfer of Warrants as part of the Distribution; and (iii) for future issuances of securities

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of the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund, or otherwise in connection with, the Business Combination. As long as the Treasury Shares are held in treasury, they will not yield dividends or rights to other distributions, will not entitle the Company as a holder thereof to voting rights, will not count towards the calculation of dividends, or other distributions or voting percentages, and will not be eligible for redemption. As long as the Warrants are held in treasury, they will not be exercisable. The Treasury Shares and Warrants held in treasury are admitted to listing and trading on Euronext Amsterdam.

Business Combination

The Company continues its search for a Business Combination with a Target, which is to be completed within the 24-month period from the settlement date of the IPO (the settlement date of the IPO, being 21 July 2021, the "Settlement Date"), being 21 July 2023, plus an additional six months subject to approval by the general meeting (algemene vergadering) of the Company (the "General Meeting") (the "Business Combination Deadline"), as announced in the Prospectus. The Prospectus can be found on the Company's website.

If the Company proposes to complete a Business Combination, it will convene an extraordinary General Meeting and propose the Business Combination to the Company's shareholders (the "Business Combination EGM"). The resolution by the Board to complete a Business Combination will require the prior approval of a simple majority of the votes cast on the Ordinary Shares and the Founder Shares at the Business Combination EGM. If a proposed Business Combination is not approved at the Business Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit the same proposed Business Combination for approval or (ii) seek other potential Targets, provided that the Business Combination must be completed prior to the Business Combination Deadline.

No Business Combination by the Business Combination Deadline

If the Company does not complete a Business Combination by the Business Combination Deadline, the Company intends to, as soon as reasonably possible, initiate a repurchase procedure allowing the holders of Ordinary Shares to receive a pro rata share of funds in the Escrow Account which, as a result of the Negative Interest Cover (as defined below), is anticipated to be €10.00 per Ordinary Share. The Board will set and announce by press release an acceptance period for the repurchase of Ordinary Shares. Holders of Ordinary Shares will need to take steps to have their Ordinary Shares repurchased by the Company, as will be set out by the Company around that time. Ordinary Shareholders who fail to participate in the repurchase procedure at such time are dependent on the Liquidation of the Company to receive any repayment in respect of their Ordinary Shares and such amount may be different from, and will be paid later than, that available if such holder of Ordinary Shares had participated in the repurchase procedure.

Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no more than two months from the Business Combination Deadline, at the proposal of the Board convene a General Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist the Ordinary Shares and the Warrants (the "Liquidation"). In the event of a Liquidation, the distribution of the Company's assets and the allocation of any liquidation surplus shall be completed, after payment of the Company's creditors and settlement of its liabilities, in accordance with a pre-determined order of priority as laid down in the Articles of Association. There will be no distribution of proceeds or otherwise with respect to any of the Warrants or the Founder Warrants, and all such Warrants and Founder Warrants will

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