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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