Odyssey Acquisition S.A.  
Société anonyme  
ANNUAL ACCOUNTS  
FOR THE PERIOD FROM  
1 JUNE 2021 (DATE OF INCORPORATION)  
TO 31 DECEMBER 2021  
AND REPORT OF THE  
REVISEUR D’ENTREPRISES AGREE  
Registered office: 9, rue de Bitbourg  
L - 1273 Luxembourg  
R.C.S. Luxembourg: B255412  
Table of contents  
Page(s)  
Management report  
Corporate governance statement  
Auditor’s report  
1-6  
7
8-11  
12-16  
17-18  
19-29  
Balance sheet  
Profit and loss account  
Notes to the annual accounts for the period ended 31 December 2021  
Odyssey Acquisition S.A.  
Management Report  
for the period ended December 31, 2021  
The Board of Directors (the “Board”) of Odyssey Acquisition S.A. (hereafter the “Company”) submits  
its management report with the annual accounts of the Company for the period ended 31 December  
2021.  
1. Overview  
The Company is a special purpose acquisition company (otherwise known as a blank cheque company)  
incorporated in Luxembourg on 1 June 2021 and registered with the Luxembourg Trade and Companies  
Register. The Company’s corporate purpose is the acquisition of a business with principal business  
operations in Europe or in another geographic area, that is based in the healthcare sector or the TMT  
(technology, media, telecom) sector or any other sectors through a merger, share exchange, asset  
acquisition, share repurchase, reorganization or similar transaction (the “Business Combination”). The  
Company intends to complete the Business Combination using cash from the proceeds of the Private  
Placement (defined below) of the class A shares and warrants, shares, debt or a combination of cash,  
shares and debt (see below).  
2. Review and development of the Company’s business, financial performance and  
financial position  
The Company completed its Private Placement (the “Private Placement”) on 2 July 2021 for the  
issuance of 30.000.000 redeemable class A shares with a par value of EUR 0,0010 (the “Public  
Shares”) and 10.000.000 class A warrants (the “Public Warrants”). The Public Shares are admitted to  
trading on the regulated market of Euronext Amsterdam N.V. under the symbol “ODYSY” on 2 July  
2021. Likewise, the Public Warrants are also admitted to trading on the regulated market of Euronext  
Amsterdam N.V. under the symbol “ODYSW”. One Public Share and one-third (1/3) of a Public Warrant  
(each, a “Unit”), were sold at a price of EUR 10,00 per Unit representing a total placement volume of  
EUR 300 million.  
The initial shareholders of the Company (prior to the Private Placement), namely Odyssey Sponsor S.à  
r.l. (the “Sponsor”) and the independent directors (Walid Chammah, Andrew Gundlach and Cynthia  
Tobiano), purchased 8.750.000 class B shares and 6.600.000 sponsor warrants to purchase Public  
Shares (the “Sponsor Warrants”). During the year, it was resolved to reduce the number of class B  
shares from 8.750.000 down to 7.500.000 by way of cancellation of 1.250.000 class B shares without  
reduction of the share capital. The class B shares and Sponsor Warrants are not publicly traded  
securities. The Sponsor has agreed to a lock-up period running at least until the Business Combination,  
subject to customary exceptions described in the Company’s prospectus dated July 1, 2021 (the  
“Prospectus”).  
On 6 December 2021, the Company, BenevolentAI Limited (“Benevolent”), shareholders of Benevolent  
(the “Benevolent Shareholders”) and certain other parties entered into a business combination  
agreement and certain ancillary agreements, pursuant to which, among other things, Benevolent  
Shareholders will contribute and transfer their shares of Benevolent to the Company and, in  
consideration for such Benevolent Shares, will receive new shares of the Company (the “Business  
Combination Agreement”). On 6 December 2021, the Company and certain investors executed  
definitive documentation with respect to a private investment in public equity transaction (the “PIPE  
Financing”), which provided for binding subscriptions to purchase an aggregate of 13.613.394 Public  
Shares at EUR 10,00 per share. As a result of the Business Combination, Benevolent and its  
subsidiaries will become wholly-owned by the Company. Following the Business Combination, the  
Company will be renamed BenevolentAI.  
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Please refer to Sections 5.1 "Background to the Business Combination" and 5.4 “Interests of Certain  
Persons in the Business Combination” of the Shareholder Circular published on the website of the  
Company (www.odyssey-acquisition.com) on 9 March 2022 for additional information.  
Financial performance highlights  
As a blank cheque company, the Company currently does not have an active business. The Company  
did not generate revenue during the period ended 31 December 2021 and is not expected to generate  
any operating revenues until after the completion of the Business Combination. The Company’s  
activities for the period ended 31 December 2021 were those necessary to prepare for the Private  
Placement and the subsequent listing on Euronext Amsterdam, and, after the listing, to identify a target  
company for a Business Combination and the potential acquisition, described below. The Company  
incurred expenses as a result of being a public company (for legal, financial reporting, accounting and  
auditing compliance), as well as due diligence expenses.  
The net loss of the Company for the period ended 31 December 2021 was EUR 8.910.374,93, due to  
the operating expenses and impairment of the Company’s investment in its wholly owned subsidiary  
Odyssey Acquisition Subsidiary BV.  
Financial position highlights  
The Company’s main asset accounts refer to its investment in its Odyssey Acquisition Subsidiary BV  
whereas on the liability section, the significant balances refer to the Trade Creditors and Accruals.  
3. Principal risk and uncertainties  
The Company has analysed the risks and uncertainties to its business, and the Board has considered  
their potential impact, their likelihood, the controls that the Company has in place and steps the  
Company can take to mitigate such risks. The Company’s principal risks and uncertainties can be  
summarised as follows:  
Risk  
Likelihood Mitigating factors  
Medium To support the management team’s  
Benefits not achieved.  
The potential benefits of the Business  
Combination may not be fully achieved,  
or may not be achieved within the  
expected timeframe.  
efforts in evaluating Benevolent as a  
potential Business Combination  
candidate, the Company engaged  
financial, technological, scientific,  
commercial, legal, accounting and  
tax advisors. Furthermore, the  
management team and its advisors  
reviewed  
documentation, made available by  
Benevolent and engaged in  
relevant  
underlying  
extensive Q&A sessions with  
Benevolent’s management team,  
covering a wide variety of topics.  
The  
Company’s  
management  
team’s due diligence included site  
visits to Benevolent’s offices and  
research laboratories.  
Liquidation of the Company.  
Low  
The Board put in place controls in  
selecting Benevolent as the most  
suitable Business Combination  
target. (See “Risk – Benefits not  
The Company faces certain risks and  
costs if the Business Combination is  
not completed, including the risk of  
diverting management focus and  
achieved  
Mitigating factors”  
resources  
from  
other  
Business  
above.). The Business Combination  
with Benevolent is expected to be  
Combination opportunities, which could  
result in the Company being unable to  
effect a Business Combination within  
the Business Combination deadline by  
completed  
in  
April  
2022,  
significantly ahead of the liquidation  
deadline.  
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6 July 2023 and force the Company to  
liquidate.  
Shareholder vote.  
Low  
A
number of the Company’s  
The Company’s shareholders may fail  
to provide the respective votes  
necessary to effect the Business  
Combination.  
shareholders have committed to  
vote in favour of the Business  
Combination, including the Sponsor.  
Voting in favour of the Business  
Combination does not prevent the  
Company’s ordinary shareholders  
from tendering their shares for  
redemption.  
Closing conditions.  
Low  
In March 2022, the Company and  
Benevolent have agreed to amend  
the minimum cash condition to  
The  
closing  
of  
the  
Business  
Combination is conditioned on the  
satisfaction or waiver of certain closing  
conditions that are not within the  
Company’s control.  
EUR  
216  
million,  
providing  
enhanced transaction certainty. This  
condition is expected to be met  
given the PIPE Financing and the  
backstop  
and  
non-redemption  
agreements.  
Going concern risk in case of no Low  
business combination.  
The Company has incurred fees and  
expenses associated with preparing  
The Company is undertaking  
continuous control and monitoring of  
expenses incurred in view of its  
available funding and has engaged  
reputable service providers to assist  
with this monitoring. As at the date  
of this report the Board believes that  
the Company has sufficient funds in  
order to meet the fees and  
expenditures required for operating  
its business prior to the closing of  
the Business Combination.  
and  
completing  
the  
Business  
Combination. The Company may need  
to arrange third-party financing and  
there can be no assurance that it will be  
able to obtain such financing, which  
could compel the Company to  
restructure or abandon the Business  
Combination.  
Market conditions.  
Low  
The operations of the Company  
have not been materially disrupted  
by the COVID-19 pandemic and the  
conflict between Russia and  
Ukraine. Moreover, the Company  
secured EUR 60 million of new  
equity commitments in March 2022,  
in connection with the Business  
Combination, thereby reducing the  
risk of not completing the  
transaction.  
Adverse events and market conditions,  
such as the COVID-19 pandemic and  
the conflict between Russia and  
Ukraine, might prevent the completion  
of the Business Combination.  
The other risks surrounding the Company are further disclosed in the Prospectus.  
4. Risk management, internal control and corporate governance  
The Company’s approach to risk management, internal control and corporate governance is consistent  
with that applied to affiliates in the Odyssey Acquisition S.A. Group and are detailed in the Group  
Management Report sections 3, 7 and 8. Non-financial information required by regulation is provided in  
section 2.  
5. Financial risk management objectives and policies  
As at December 31, 2021, the Company had EUR 2.370.778,39 in cash at bank and in hand.  
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The Company had a net equity of EUR 300.989.625,07 as at 31 December 2021. The Board believes  
that the funds available to the Company are sufficient to pay costs and expenses incurred by the  
Company prior to the completion of the Business Combination.  
The Company has conducted no operations and currently generated no revenue. The Company does  
not have any interest-bearing loans.  
Besides the above, the Company identified the related financial risks and has considered their potential  
impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the  
Company are liquidity risks and credit risks.  
6. Annual Accounts of Odyssey Acquisition S.A.  
The Annual Accounts of Odyssey Acquisition S.A. are shown on page 12 to page 29. These were  
prepared in accordance with Luxembourg’s legal and regulatory requirements and using the going  
concern basis of accounting described above.  
The loss for the year ended 31 December 2021 was EUR 8.910.374,93 due to the operating expenses  
and impairment of the Company’s investment in its wholly owned subsidiary Odyssey Acquisition  
Subsidiary BV. It is proposed that the loss for the period ended 31 December 2021 be allocated to profit  
and loss brought forward at 1 January 2022.  
Distributable amounts  
At 31 December 2021, the Company had no distributable amounts, as defined by Luxembourg law.  
7. Related party transactions  
The Company as the borrower issued a promissory note with the Sponsor as the lender with effect on  
4 June 2021 (“Promissory Note”) with a maximum value of EUR 300,000 (Note 15 to the annual  
accounts). As at 31 December 2021, the Promissory Note matured, and no amount was drawn.  
The Company has been compensating the Sponsor for administrative and day-to-day support services,  
in an amount of EUR 20.000,00 per month since 1 June 2021. The Company has also entered into an  
agreement with Zaoui & Co., an affiliate of the Sponsor, and the Sponsor, as M&A adviser in connection  
with the Business Combination, whereby Zaoui & Co. provides to the Company (i) consulting and  
advisory services such as target screening and financial analysis as may be required by the Company  
to properly conduct its business and dedicated employee time, in an amount of EUR 80.000,00 per  
month since June 2021 and, (ii) services in respect of strategy, tactics, timing and structuring of the  
Business Combination, which the Company has agreed to pay as a success fee in the amount of  
EUR 11,5 million, upon the closing of the Business Combination. Zaoui & Co. has entered into a  
subscription agreement as part of the PIPE Financing and will reinvest the success fee of  
EUR 11,5 million to be paid by the Company to Zaoui & Co. earned in connection with the Business  
Combination into the Company pursuant to such subscription.  
8. Research and development  
The Company did not have any activities in the field of research and development during the financial  
period ended 31 December 2021.  
9. Transactions in own shares  
The Company has not acquired or held any of its own shares as at 31 December 2021. The Company  
has not undertaken any free issue of shares to members of its salaried staff as at 31 December 2021.  
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10. Take-over directive  
The Company has been notified of the following significant shareholders who control 5% or more of the  
voting rights of the Company:  
% of voting  
% of voting  
Total of  
rights attached rights through both in %  
to shares  
financial  
instruments  
Sona Credit Master Fund Limited and Sunrise Partners  
Limited Partnership  
managed by Sona Asset Management (UK) LLP  
PSAM WorldArb Master Fund Ltd and Lumyna  
Specialist Funds - Event Alternative Fund  
managed by P. Schoenfeld Asset Management LP  
8,74  
3,33  
12,07  
8,74  
8,7  
3,32  
3,3  
12,07  
12,1  
Linden Capital L.P.  
Bleichroeder LP  
Odyssey Sponsor  
5,33  
17,57  
1,78  
15,62  
7,11  
33,19  
The members of the Board are appointed at the General Meeting for a term of up to five years and are  
eligible for re-appointment. A member of the Board may be removed ad nutum (without cause) by a  
resolution adopted by the General Meeting.  
Subject to the provisions of the Luxembourg law, any amendment of the Articles requires a majority of  
at least two-thirds (2/3) of the votes validly cast at a general shareholders’ meeting at which at least half  
of the share capital is present or represented (in case the second condition is not satisfied, a second  
meeting may be convened in accordance with the Luxembourg law, which may deliberate regardless of  
the proportion of the capital represented and at which resolutions are taken at a majority of at least two-  
thirds (2/3) of the votes validly cast). Abstention and nil votes will not be taken into account for the  
calculation of the majority. Furthermore, where there is more than one class of shares and the resolution  
of the General Meeting is such as to change the respective rights thereof, the resolution must, in order  
to be valid, fulfil the conditions as to attendance and majority laid down above with respect to each class.  
The Board is authorised to issue Public Shares, to grant options or Warrants and to issue any other  
instruments giving access to Public Shares within the limits of the authorised capital, set at  
EUR 1.000.000,00 consisting of one billion Public Shares, to such persons and on such terms as they  
shall see fit and specifically to proceed to such issue with removal or limitation of the preferential right  
to subscribe to the shares issued for the existing shareholders.  
The Board is currently not authorised to instruct the Company, directly or indirectly, to repurchase its  
own Shares.  
11. Subsequent events and outlook  
In March 2022, the Company announced that Odyssey Sponsor and certain existing shareholders of  
Benevolent had secured EUR 60 million of new equity commitments in the Company comprised of a  
EUR 40 million backstop facility agreement with Ally Bridge Group, a global healthcare-focused  
investment group and existing PIPE investor, and a EUR 20 million non-redemption agreement with  
Bleichroeder LP, one of the Company’s largest shareholders. The Company and Benevolent have also  
agreed to amend the minimum cash condition to EUR 216 million, providing enhanced transaction  
certainty.  
On 9 March 2022, the Company published a circular relating to the definitive agreement by and among  
the Company, its Dutch subsidiary, Benevolent, the Benevolent Shareholders and the representative of  
the Benevolent Shareholders. The business combination between the Company and Benevolent  
remains subject to approval by a general meeting of the Company’s shareholders which has been  
convened for 11 April 2022 and the satisfaction of a waiver of certain other customary closing conditions.  
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