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.
- 2 -
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.
- 3 -
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.
- 4 -
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.
- 5 -
Luxembourg, 23 March 2022
Yoel Zaoui
MlohꢀZaꢁJ
Co-Chief Executive Officer
Chairman of the Board of Directors
Chief Executive Officer
Walid Chammah
Independent Non-Executive Board of
Director
Independent Non-Executive Board of
Director
Independent Non-Executive Board of
Director
- 6 -
I
I
Odyssey Acquisition S.A.
I
Corporate Governance Statement by the Board of Directors
for the period ended December 31, 2021
I
I
The Board of Directors of thꢄ Company reaffꢀrm thꢄꢀr respoꢁsꢆbꢀlity to eꢁsure the maiꢁteꢁaꢁce of proper
accouꢁtꢀꢁg records disclosiꢁg the fꢀꢁaꢁcꢀal posꢀtioꢁ of the Compaꢁy wꢆth reasoꢁablꢄ accuracy at aꢁy
lime aꢁd eꢁsurꢀꢁg that aꢁ approprꢀate system of ꢀꢁteꢂal coꢁtrols ꢀs ꢀꢁ placꢄ to eꢁsurꢄ that the
Compaꢁy's busꢀꢁess operatioꢁs are carrꢀed out efficieꢁtly aꢁd traꢁspareꢁtly.
I
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Iꢁ accordaꢁcꢄ wꢀth Aꢃꢀclꢄ 3 of the law of 11 Jaꢁuary 2008 oꢁ traꢁsparꢄꢁcy requꢀrꢄmꢄnts ꢀꢁ relatꢀoꢁ to
iꢁformatꢆoꢁ about issuerswhosꢄ sꢄcurꢀtꢀes arꢄ admꢀtted to tradꢀꢁg oꢁ a regulatꢄdmarkꢄt, thꢄ Compaꢁy
declares that, to the best of our kꢁowledgꢄ, thꢄ audꢀted aꢁꢁual accouꢁts for the pꢄrꢆod eꢁded
31 Decembꢄr 2021, prepared ꢆꢁ accordaꢁcꢄ wꢀth Luxembourg legal aꢁd rꢄgulatory requꢀremeꢁts, gꢀve
a true aꢁd faꢀr view of the assets, lꢀabꢀlities, fiꢁaꢁcꢀal posꢆtioꢁ as of that date aꢁd results for thꢄ perꢀod
theꢁ eꢁded.
I
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Iꢁ additꢀoꢁ, maꢁagꢄmꢄꢁt's report ꢀꢁcludes a fair rꢄvꢀew of thꢄ devꢄlopmꢄꢁt and performance of the
Compaꢁy's operatioꢁs durꢀꢁg the perꢀod aꢁd of busiꢁess rꢀsks, where appropriate, faced by thꢄ
Compaꢁy, as well as othꢄr ꢀꢁꢅrmatꢆoꢁ requꢀrꢄd by thꢄ Aꢇꢀcle 68 ter of the law of 19 Dꢄcꢄmbꢄr 2002 oꢁ
the commercial compaꢁꢀes register aꢁd oꢁ the accouꢁtꢀꢁg records aꢁd fꢆnaꢁcꢀal statemeꢁts of
uꢁdeꢈaꢉꢀꢁgsꢊ as ameꢁded.
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Luxꢄmbourg, 23 March 2022
I
I
I
Yoel Zaoui
I
Charꢆmaꢁ of the Board of Dꢀrectors
Chꢆef Executꢆve Offꢀcer
Co-Chief Executꢀve Officer
Walid Chammah
Iꢁdꢄpꢄꢁdent Noꢁ-Exꢄcutꢆve Board of
Dꢀrecto
Iꢁdepꢄꢁdꢄꢁt Noꢁ-Exꢄcutꢀvꢄ Board of
Dirꢄctor
r
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Iꢁdepeꢁdeꢁt Noꢁ-Executꢆvꢄ Board of
Dꢀrꢄctor
-7-
To the Shareholders of
Odyssey Acquisition S.A.
9, rue de Bitbourg
L-1273 Luxembourg
R.C.S. Luxembourg B 255.412
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Odyssey Acquisition S.A. (the “Company”), which
comprise the balance sheet as of 31 December 2021, the profit and loss for the period from 1 June 2021
(date of incorporation) to 31 December 2021, and notes to the financial statements, including a summary
of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects the financial
position of the Company as of 31 December 2021, and the result of its operations for the period from 1
June 2021 (date of incorporation) to 31 December 2021 in accordance with Luxembourg legal and
regulatory requirements relating to the preparation and presentation of the financial statements.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as
adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our
responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for
Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé”
for the Audit of the Financial Statements » section of our report. We are also independent of the
Company in accordance with the International Code of Ethics for Professional Accountants, including
International Independence Standards, issued by the International Ethics Standards Board for
Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical
requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical
responsibilities under those ethical requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
the audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Based on the result of our audit procedures no Key Audit Matters were identified for the audit of the
financial statements as of 31 December 2021.
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information stated in the Management Report and the Corporate Governance Statement but does not
include the financial statements and our report of the “réviseur d’entreprises agréé” thereon.
- 8 -
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and Those Charged With Governance of the
Company for the Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the financial statements
in accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the financial statements, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
The Board of Directors is also responsible for presenting the financial statements in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as
amended (“ESEF Regulation”).
In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Responsibilities of the “Réviseur d’Entreprises Agréé” for the Audit of the Financial
Statements
The objectives of our audit are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of
the “Réviseur d’Entreprises Agréé” that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with accordance with the EU
Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the
CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
- 9 -
•
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our report of
the “Réviseur d’Entreprises Agréé” to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our report of the “Réviseur d’Entreprises Agréé”. However, future events
or conditions may cause the Company to cease to continue as a going concern.
•
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Assess whether the financial statements have been prepared, in all material respects, in compliance
with the requirements laid down in the ESEF Regulation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate to them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our report unless law or regulation precludes public
disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” on 1 June 2021 and the duration of our
uninterrupted engagement, including previous renewals and reappointments, is 1 year.
The Management report is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
The Corporate Governance Statement is the responsibility of the Board of Directors. The information
required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the
commercial companies register and on the accounting records and financial statements of undertakings,
as amended, is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
We have checked the compliance of the financial statements of the Company as at 31 December 2021
with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial
statements. For the Company, it relates to financial statements prepared in valid xHTML format.
In our opinion, the financial statements of the Company as at 31 December 2021, identified as
2221003P54KEDC3P4Z33-2021-12-31S, have been prepared, in all material respects, in compliance
with the requirements laid down in the ESEF Regulation.
We confirm that the audit opinion is consistent with the additional report to the audit committee or
equivalent.
- 10 -
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not
provided and that we remained independent of the Company in conducting the audit.
Luxembourg, 23 March 2022
For Mazars Luxembourg, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Nadhmi AMOURI
Réviseur d’entreprises agréé
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BEULSGP20220317T11572101_002
Page 1/5
RCSL Nr. : B255412
Matricule : 2021 2202 895
Annual Accounts Helpdesk :
eCDF entry date :
Tel.
: (+352) 247 88 494
Email : centralebilans@statec.etat.lu
BALANCE SHEET
Financial year from
to
01/06/2021
31/12/2021
EUR
(in
)
03
01
02
Odyssey Acquisition S.A.
9, rue de Bitbourg
L-1273 Luxembourg
ASSETS
Reference(s)
Current year
Previous year
A. Subscribed capital unpaid
1101
1103
101
103
102
104
I. Subscribed capital not called
II. Subscribed capital called but
unpaid
1105
1107
105
107
106
108
B. Formation expenses
C. Fixed assets
299.103.687,63
1109
1111
1113
109
111
113
110
112
114
I. Intangible assets
1. Costs of development
2. Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115
115
116
a) acquired for valuable
consideration and need not be
shown under C.I.3
1117
1119
117
119
118
120
b) created by the undertaking
itself
3. Goodwill, to the extent that it
was acquired for valuable
consideration
1121
121
122
4. Payments on account and
intangible assets under
development
1123
1125
1127
1129
123
125
127
129
124
126
128
130
II. Tangible assets
1. Land and buildings
2. Plant and machinery
The notes in the annex form an integral part of the annual accounts
BEULSGP20220317T11572101_002
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RCSL Nr. : B255412
Matricule : 2021 2202 895
Reference(s)
Current year
Previous year
3. Other fixtures and fittings, tools
and equipment
1131
131
132
4. Payments on account and
tangible assets in the course
of construction
1133
1135
1137
1139
1141
133
135
137
139
141
134
III. Financial assets
3
299.103.687,63
136
1. Shares in affiliated undertakings
2. Loans to affiliated undertakings
3. Participating interests
299.103.687,63
138
140
142
4. Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143
143
144
5. Investments held as fixed
assets
1145
1147
145
147
146
148
6. Other loans
D. Current assets
2.491.386,75
1151
1153
1155
1157
151
153
155
157
152
I. Stocks
154
156
158
1. Raw materials and consumables
2. Work in progress
3. Finished goods and goods
for resale
1159
1161
1163
1165
159
161
163
165
160
162
4. Payments on account
II. Debtors
120.608,36
164
1. Trade debtors
166
168
170
a) becoming due and payable
within one year
1167
1169
1171
1173
1175
167
169
171
173
175
b) becoming due and payable
after more than one year
2. Amounts owed by affiliated
undertakings
120.608,36
172
a) becoming due and payable
within one year
120.608,36
174
b) becoming due and payable
after more than one year
176
3. Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests
1177
1179
177
179
178
180
a) becoming due and payable
within one year
b) becoming due and payable
after more than one year
1181
1183
181
183
182
184
4. Other debtors
a) becoming due and payable
within one year
1185
1187
185
187
186
188
b) becoming due and payable
after more than one year
The notes in the annex form an integral part of the annual accounts
BEULSGP20220317T11572101_002
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RCSL Nr. : B255412
Matricule : 2021 2202 895
Reference(s)
Current year
Previous year
III. Investments
1. Shares in affiliated undertakings
1189
1191
1209
1195
1197
189
190
192
210
196
191
209
195
197
2. Own shares
3. Other investments
IV. Cash at bank and in hand
2.370.778,39
198
E. Prepayments
615.363,91
1199
199
200
TOTAL (ASSETS)
302.210.438,29
0,00
201
202
The notes in the annex form an integral part of the annual accounts
BEULSGP20220317T11572101_002
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RCSL Nr. : B255412
Matricule : 2021 2202 895
CAPITAL, RESERVES AND LIABILITIES
Reference(s)
Current year
Previous year
A. Capital and reserves
I. Subscribed capital
II. Share premium account
III. Revaluation reserve
IV. Reserves
4
300.989.625,07
1301
1303
1305
1307
1309
1311
1313
301
302
37.500,00
303
305
307
309
311
313
304
308.572.500,00
306
308
1.290.000,00
310
1. Legal reserve
312
314
2. Reserve for own shares
3. Reserves provided for by the
articles of association
1315
315
316
4. Other reserves, including the
fair value reserve
1.290.000,00
1429
1431
1433
1319
1321
1323
1325
429
431
433
319
321
323
325
430
a) other available reserves
b) other non available reserves
V. Profit or loss brought forward
VI. Profit or loss for the financial year
VII. Interim dividends
432
1.290.000,00
434
320
-8.910.374,93
322
324
326
VIII. Capital investment subsidies
B. Provisions
1331
331
332
1. Provisions for pensions and
similar obligations
1333
1335
1337
333
335
337
334
336
338
2. Provisions for taxation
3. Other provisions
C. Creditors
5
1.220.813,22
1435
1437
1439
435
437
439
436
1. Debenture loans
a) Convertible loans
438
440
i) becoming due and payable
within one year
1441
441
442
ii) becoming due and payable
after more than one year
1443
1445
443
445
444
446
b) Non convertible loans
i) becoming due and payable
within one year
1447
1449
1355
1357
1359
447
449
355
357
359
448
450
356
358
360
ii) becoming due and payable
after more than one year
2. Amounts owed to credit
institutions
a) becoming due and payable
within one year
b) becoming due and payable
after more than one year
The notes in the annex form an integral part of the annual accounts
BEULSGP20220317T11572101_002
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RCSL Nr. : B255412
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Reference(s)
Current year
Previous year
3. Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361
1363
361
362
364
366
a) becoming due and payable
within one year
363
b) becoming due and payable
after more than one year
1365
1367
365
367
4. Trade creditors
1.219.741,15
368
a) becoming due and payable
within one year
1.219.741,15
1369
369
370
b) becoming due and payable
after more than one year
1371
1373
371
373
372
374
5. Bills of exchange payable
a) becoming due and payable
within one year
1375
1377
1379
1381
1383
375
377
379
381
383
376
378
b) becoming due and payable
after more than one year
6. Amounts owed to affiliated
undertakings
1,00
380
a) becoming due and payable
within one year
1,00
382
b) becoming due and payable
after more than one year
384
7. Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
interests
1385
1387
385
387
386
388
390
a) becoming due and payable
within one year
b) becoming due and payable
after more than one year
1389
1451
1393
1395
1397
389
451
393
395
397
8. Other creditors
a) Tax authorities
1.071,07
452
394
396
b) Social security authorities
c) Other creditors
1.071,07
398
i) becoming due and
payable within one year
1.071,07
1399
399
400
ii) becoming due and
payable after more than
one year
1401
1403
401
403
402
404
D. Deferred income
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
302.210.438,29
0,00
405
406
The notes in the annex form an integral part of the annual accounts
BEULSGP20220317T11572101_003
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RCSL Nr. : B255412
Matricule : 2021 2202 895
Annual Accounts Helpdesk :
eCDF entry date :
Tel.
: (+352) 247 88 494
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PROFIT AND LOSS ACCOUNT
Financial year from
to
01/06/2021
31/12/2021
EUR
(in
)
03
01
02
Odyssey Acquisition S.A.
9, rue de Bitbourg
L-1273 Luxembourg
Reference(s)
Current year
Previous year
1. Net turnover
1701
1703
701
702
704
2. Variation in stocks of finished
goods and in work in progress
703
3. Work performed by the undertaking
for its own purposes and capitalised
1705
1713
705
713
706
714
4. Other operating income
5. Raw materials and consumables and
other external expenses
-7.834.120,16
-7.834.120,16
1671
1601
1603
671
601
672
602
604
a) Raw materials and consumables
b) Other external expenses
6
603
6. Staff costs
1605
1607
1609
1653
1655
1613
605
607
609
653
655
613
606
608
610
654
656
614
a) Wages and salaries
b) Social security costs
i) relating to pensions
ii) other social security costs
c) Other staff costs
7. Value adjustments
1657
657
658
a) in respect of formation expenses
and of tangible and intangible
fixed assets
1659
1661
659
661
660
662
b) in respect of current assets
8. Other operating expenses
7
-157.896,81
1621
621
622
The notes in the annex form an integral part of the annual accounts
BEULSGP20220317T11572101_003
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RCSL Nr. : B255412
Matricule : 2021 2202 895
Reference(s)
Current year
Previous year
9. Income from participating interests
1715
1717
715
716
718
a) derived from affiliated undertakings
717
b) other income from participating
interests
1719
719
720
10. Income from other investments and
loans forming part of the fixed assets
1721
1723
1725
721
723
725
722
724
726
a) derived from affiliated undertakings
b) other income not included under a)
11. Other interest receivable and similar
income
1727
1729
1731
727
729
731
728
730
732
a) derived from affiliated undertakings
b) other interest and similar income
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663
663
664
13. Value adjustments in respect of
financial assets and of investments
held as current assets
3
-916.313,37
1665
665
666
14. Interest payable and similar expenses
a) concerning affiliated undertakings
b) other interest and similar expenses
-2.044,59
1627
1629
1631
627
629
631
628
630
-2.044,59
632
15. Tax on profit or loss
1635
1667
635
667
636
16. Profit or loss after taxation
4
4
-8.910.374,93
668
17. Other taxes not shown under items
1 to 16
1637
1669
637
669
638
18. Profit or loss for the financial year
-8.910.374,93
670
The notes in the annex form an integral part of the annual accounts
Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
1. GENERAL
Odyssey Acquisition S.A. (the “Company” or “Parent”) was incorporated on 1 June 2021 as a public
limited liability company (Société Anonyme or “S.A.”) based on the laws of the Grand Duchy of
Luxembourg (“Luxembourg”) for an unlimited period. The Company is registered with the Luxembourg
Trade and Companies Register (Registre de Commerce et des Sociétés, in abbreviated “RCS”) under
the number B255412. The Company is a listed entity with its 30.000.000 class A shares and
10.000.000 class A warrants traded in Euronext Amsterdam N.V. under the symbol “ODYSY” and
“ODYSW”, respectively, since 2 July 2021. The Company also has 7,500,000 class B shares and
6,600,000 class B warrants issued and outstanding as at December 31, 2021 that are not listed on a
stock exchange.
The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.
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 will not conduct operations or generate operating revenue unless and until the
Company consummates the Business Combination. The Company will have 24 months from 6 July
2021 to complete a Business Combination, subject to a six-month extension period if approved by a
shareholder vote. Otherwise, the Company will be liquidated and distribute substantially all of its
assets to its shareholders (other than the Sponsor).
Upon closing of the Business Combination the above Company’s purpose shall cease to apply and
the Company’s purpose shall be as from such time the holding, management, development and
disposal of participations and any interests, in Luxembourg or abroad, in any companies and/or
enterprises in any form whatsoever. The Company may in particular acquire by subscription,
purchase and exchange or in any other manner any stock, shares and other participation securities,
bonds, debentures, certificates of deposit and other debt instruments and more generally, any
securities and financial instruments issued by any public or private entity. It may participate in the
creation, development, management and control of any company and/or enterprise. It may further
invest in the acquisition and management of a portfolio of patents or other intellectual property rights
of any nature or origin.
The Company may borrow in any form. It may issue notes, bonds and any kind of debt and equity
securities. The Company may lend funds, including without limitation, resulting from any borrowings
of the Company and/or from the issue of any equity or debt securities of any kind, to its subsidiaries,
affiliated companies and/or any other companies or entities it deems fit.
The Company may further guarantee, grant security in favour of or otherwise assist the companies in
which it holds a direct or indirect participation or which form part of the same group of companies as
the Company. The Company may further give guarantees, pledge, transfer or encumber or otherwise
create security over some or all of its assets to guarantee its own obligations and those of any other
company, and generally for its own benefit and that of any other company or person. For the
avoidance of doubt, the Company may not carry out any regulated activities of the financial sector
without having obtained the required authorization.
The Company may use any techniques and instruments to manage its investments efficiently and to
protect itself against credit risks, currency exchange exposure, interest rate risks and other risks.
The Company may, for its own account as well as for the account of third parties, carry out any
commercial, financial or industrial operation (including, without limitation, transactions with respect to
- 19 -
Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
real estate or movable property) which may be useful or necessary to the accomplishment of its
purpose or which are directly or indirectly related to its purpose.
The Company’s financial year runs from 1 January to 31 December, except for the first financial period
which ran from 1 June 2021 (date of incorporation) to 31 December 2021.
The Company also prepares consolidated financial statements which are published under
International Financial Reporting Standards as adopted by the European Union. The consolidated
financial statements are published in accordance with the European Single Electronic Format
regulation on the Company’s website (www.odyssey-acquisition.com).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1. Basis of preparation
These annual accounts have been prepared in accordance with the Luxembourg legal and regulatory
requirements under the historical cost convention and on a going concern basis.
The accounting and valuation methods are determined and implemented by the Board of Directors,
apart from the regulations of the law of 19 December 2002.
The preparation of these annual accounts requires the use of certain critical accounting estimates.
It also requires the Board of Directors to exercise significant judgment in the process of applying the
accounting policies. Changes in assumptions may have a significant impact on the annual accounts in
the period in which the assumptions changed. The Board of Directors believes that the underlying
assumptions are appropriate and that the annual accounts therefore present fairly the financial position
and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and
liabilities in the next financial year. Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances.
2.2. Significant accounting policies
The following are the significant accounting policies and valuation rules adopted by the Company in the
preparation of these annual accounts.
2.2.1. Foreign currency translation
The Company maintains its books and records in Euro (“EUR”). The balance sheet and the profit and
loss account are expressed in EUR.
Translation of foreign currency transactions
Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates
of the transactions.
Translation of foreign currency balances as at the balance sheet date
Financial assets denominated in currencies other than EUR are translated at the historical exchange
rates;
Other assets denominated in currencies other than EUR are translated at the lower between the
exchange rate prevailing at the balance sheet date and historical exchange rate;
- 20 -
Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
Debts denominated in currencies other than EUR are translated at the higher between the exchange
rate prevailing at the balance sheet date and historical exchange rate; and
Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange
rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the
profit and loss account. Unrealized exchange gains are not recognized unless they arise from cash at
bank and in hand.
2.2.2. Formation expenses
Formation expenses include costs and expenses incurred in connection with the incorporation of the
Company and subsequent capital increases. Formation expenses are charged to the profit and loss
account of the year in which they were incurred.
2.2.3. Financial assets
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
In case of durable decline in value according to the opinion of the Board of Directors, value adjustments
are made in respect of financial assets so that these are valued at the lower figure to be attributed at
the balance sheet date. These value adjustments are not continued if the reasons for which the value
adjustments were made ceased to apply.
2.2.4. Cash at bank and in hand
Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits
with a maturity of three months or less, that are readily convertible to a known amount of cash and
subject to an insignificant risk of changes in value.
2.2.5. Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where their
recovery is compromised. These value adjustments are not continued if the reasons for which the value
adjustments were made have ceased to apply.
2.2.6. Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent
financial year.
2.2.7. Provisions
Provisions are intended to cover losses or debts which originate in the financial year under review or in
the previous financial year, the nature of which is clearly defined and which, at the date of the balance
sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the
date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years
for which the tax return has not yet been filed are recorded under the caption “Creditors becoming due
and payable within one year”. The advance payments are shown in the assets of the balance sheet
under the “Debtors becoming due and payable within one year” item.
- 21 -
Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
2.2.8. Creditors
Creditors are recorded at their reimbursement value. Where the amount repayable of a financial liability
is higher than the amount of cash received upfront, the related repayment premium is shown in the
balance sheet as an asset and is amortized over the period of the related debt on a straight-line method.
2.2.9. Expenses
Expenses are accounted for on an accrual basis.
2.2.10. Income tax
The Company is subject to income taxes in Luxembourg.
3. FINANCIAL ASSETS
Movements in financial assets during the period are as follows:
Shares in affiliated
undertakings
EUR
Gross book value – opening balance
Additions for the period
Repayments for the period
-
300.020.001,00
-
Gross book value – closing balance
300.020.001,00
Accumulated value adjustment – opening balance
Allocation of value adjustments for the period
Reversals of value adjustments for the period
Accumulated value adjustment – closing balance
-
-916.313,37
-
-916.313,37
Net book value – opening balance
Net book value – closing balance
-
299.103.687,63
On 3 June 2021, the Company incorporated Odyssey Acquisition Subsidiary B.V. (“Odyssey
Subsidiary”) for EUR 1,00 representing 1 share in the share capital of Odyssey Subsidiary.
During the period, the Company subscribed to additional 300.020.000 shares issued by Odyssey
Subsidiary, with EUR 1,00 nominal value per share.
For the period ended 31 December 2021, the Board of Directors have recognized an impairment on the
Company’s investment in Odyssey Subsidiary amounting to EUR 916.313,37.
Shares in affiliated undertakings as at 31 December 2021 consist of the following:
Last
Cost of
acquisition
EUR
Name of
undertakings
Registered
office
Ownership %/
Contribution
balance Net equity as at Profit/(Loss) as
sheet date
31/12/2021
EUR*
at 31/12/2021
EUR*
Odyssey
Subsidiary
100%
300.020.001,00
31/12/2021 299.103.687,63
(916.313,37)
Prins Bernardplein
200, 1097
JB Amsterdam
*Unaudited
- 22 -
Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
4. CAPITAL AND RESERVES
Movements during the period are as follows:
Legal
reserves
EUR
Profit or loss for
the period
EUR
Subscribed capital Share premium account
Other reserves
EUR
Total
EUR
EUR
EUR
Opening balance
Issuance of 8.750.000 class B
shares
Repurchase and cancellation of
1 class B share
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30.000,00
-
30.000,00
-
Issuance of 1 class B shares
with share premium
Cancellation of 1.250.000 class
B shares without reduction of
share capital
-
-
8.880.000,00
-
-
-
-
-
-
-
8.880.000,00
-
Reallocation of share capital
to share premium
Issuance of class B warrants
Issuance of 30.000.000 class A
shares
-22.500,00
-
22.500,00
-
-
-
-
-
-
-
990.000,00
990.000,00
30.000,00
299.670.000,00
-
-
-
-
300.000,00
-
-
-
299.700.000,00
300.000,00
-8.910.374,93
Issuance of class A warrants
Results for the period
-
-
-
-
-8.910.374,93
Closing balance
37.500,00
308.572.500,00
-
1.290.000,00
-8.910.374,93
300.989.625,07
- 23 -
Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
Subscribed capital and Share premium
A. Class B shares (the “Sponsor shares”)
On 1 June 2021, the subscribed share capital amounts to EUR 30.000,00 consisting of 8.750.000
non-redeemable Sponsor shares without nominal value.
Below are the subsequent movements in the account:
a) On 2 July 2021, an extraordinary general meeting (the “EGM”) has been held to reduce the
share capital of the Company by EUR 0,0034 equivalent to 1 Sponsor share by way of
repurchase and cancellation.
b) During the same EGM, it was also resolved to increase the share capital of the Company by
EUR 0,0034 equivalent to 1 Sponsor share together with a share premium of
EUR 8.880.000,00.
c) Furthermore, it was resolved to reduce the number of Sponsor shares from 8.750.000 down
to 7.500.000 by way of cancellation of 1.250.000 Sponsor shares without reduction of the
share capital.
d) On 6 July 2021, it was resolved to reduce the share capital of the Company from
EUR 30.000,00 to EUR 7.500,00 without cancellation of shares. The reduced amount of
EUR 22.500,00 from the share capital has been allocated to the share premium.
Upon and following the completion of the Business Combination, the Sponsor shares existing at that
point in time will convert into class A shares in accordance with the conversion schedule (the “Promote
Schedule” in the “Glossary” of the Prospectus).
The Sponsor shares will only have nominal economic rights (i.e., reimbursement of their par value, at
best, in case of liquidation). The Sponsor shares are not part of the private placement and are not
listed on a stock exchange.
B. Class A shares (the “Ordinary shares”)
On 6 July 2021, the Company issued 30.000.000 class A shares, with a par value 0,0010 per share,
International Securities Identification Number (“ISIN”) LU2355630455, together with the class A
warrants (together, a “Unit”) for an aggregate price of EUR 10,00 per Unit. The class A warrants has
an allocated value of EUR 300.000,00 from the total proceeds. The proceeds were temporarily held in
escrow by Odyssey Subsidiary. Holders of Class A common stock are entitled to one vote for each
share.
On the issue date, the Company incurred transaction costs amounting to EUR 5.625.420,00. These
transaction costs are incremental costs that are directly attributable to the issuance of the class A
shares and its subsequent listing to the Euronext Amsterdam and were charged to the profit and loss
account as part of other external expenses during the period (See Note 6). The transaction costs
include Initial Commission, certain legal fees, audit fees, accounting and administration fees, agency
fees and CSSF fees.
Class A Shareholders may request redemption of all or a portion of their Class A shares in connection
with the Business Combination, subject to the conditions and procedures set forth in the Articles of
Association of the Company. Each Class A share that is redeemed shall be redeemed in cash for a
price equal to the aggregate amount on deposit in the escrow account related to the proceeds from
the private placement of the Class A shares and class A warrants, divided by the number of the then
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Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
outstanding Class A Shares, subject to (i) the availability of sufficient amounts on the escrow account
and (ii) sufficient distributable profits and reserves of the Company.
As at 31 December 2021, the subscribed capital of the Company amounts to EUR 37.500,00
represented by 30.000.000 class A shares and 7.500.000 class B shares, without nominal value. The
authorized capital, excluding the issued share capital, is set at EUR 1.000.000,00 consisting of
1.000.000.000 class A shares.
Legal reserve
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net
profits for each financial year to a legal reserve. This requirement ceases to be necessary once the
balance on the legal reserve reaches 10% of the subscribed capital. The legal reserve is not available
for distribution to the shareholders.
Other reserves
Other reserves refers to the class A and B warrants.
Class B warrants
On 6 July 2021, the Sponsor subscribed for 6.600.000 Class B warrants (the “Sponsor warrants”) at a
price of EUR 0,15 per Sponsor Warrant, or EUR 990.000,00 in aggregate.
Pursuant to the “Anchor Investor Agreements”, the Sponsor transferred a total of 742.500 Sponsor
warrants to the anchor investors for an aggregate price of EUR 111.375,00. Following the transfer, the
Sponsor held a total of 5.857.500 Sponsor warrants. Each Sponsor warrant entitles its holder to
subscribe for one class A share, with a stated exercise price of EUR 11,50, 30 days after the completion
of the Business Combination.
Class B warrants are identical to the Class A warrants underlying the Units (as defined below) sold in
the private placement, except that the Class B warrants are not redeemable and may always be
exercised on a cashless basis while held by the Sponsor or their Permitted Transferees (defined in the
prospectus). Class B warrants are not part of the private placement and are not listed on a stock
exchange.
Class A warrants
On 6 July 2021, the Company had issued 10.000.000 class A warrants (the “Public warrants”) together
with the Class A shares (together, a “Unit”) for an aggregate price of EUR 10,00 per Unit, the nominal
subscription price per Class A warrant being EUR 0,03. Hence, total proceeds in relation to the issue of
the warrants amount to EUR 300.000,00. Class A warrants has ISIN code LU2355630968. Each Class
A warrants entitles its holder to subscribe for one Class A share, with a stated exercise price of EUR
11,50, subject to customary anti-dilution adjustments. Holders of Class A warrants can exercise the
warrants on a cashless basis unless the Company elects to require exercise against payment in cash
of the exercise price.
Class A warrants may only be exercised for a whole number of Class A shares. Class A warrants will
become exercisable 30 days after the completion of a Business Combination. Class A warrants expire
five years from the date of the consummation of the Business Combination, or earlier upon redemption
or liquidation. The Company may redeem Class A warrants upon at least 30 days’ notice at a redemption
price of EUR 0,01 per Class A warrant if (i) the closing price of its Class A shares for any 20 out of the
30 consecutive trading days following the consummation of the Business Combination equals or
exceeds EUR 18,00 or (ii) the closing price of its Class A shares for any 20 out of the 30 consecutive
trading days following the consummation of the Business Combination equals or exceeds EUR 10,00
but is below EUR 18,00, adjusted for adjustments as described in the section of redemption of warrants
in the prospectus. Holders of Class A warrants may exercise them after the redemption notice is given.
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Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
5. CREDITORS
Creditors due and payable within one year are composed of the following:
Total
31/12/2021
EUR
Trade creditors and accruals
Amount owed to affiliated undertakings
Other payables
1.219.741,15
1,00
1.071,07
1.220.813,22
Total
6. OTHER EXTERNAL EXPENSES
Other external expenses are composed of:
From 1/6/2021
to 31/12/2021
EUR
Initial commission (See Note 11)
Legal fees
-4.500.000,00
-1.014.180,29
-884.599,48
-532.630,80
-271.526,02
-222.920,77
-206.236,09
-140.000,00
-38.387,95
-14.529,72
-5.137,64
Consulting, advisory and valuation fees
Audit fees
Listing and agency fees
Accounting and corporate fees
Other insurance
Administrative services with Odyssey Sponsor S.à r.l.
Other professional fees
Notary fees
Bank fees
Other expenses
-3.971,40
Total
-7.834.120,16
The total audit fees paid are as follows:
From 1/6/2021
to 31/12/2021
EUR
Statutory audit of the annual accounts
Audit-related fees
-98.280,00
-434.350,80
Total
-532.630,80
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Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
7. OTHER OPERATING EXPENSES
Other operating expenses are composed of:
From 1/6/2021
to 31/12/2021
EUR
CSSF fees
Other operating expenses
-146.865,00
-11.031,81
Total
-157.896,81
8. STAFF
The Company did not employ any staff during the period ended 31 December 2021.
9. EMOLUMENTS GRANTED TO THE BOARD OF DIRECTORS AND COMMITMENTS IN
RESPECT OF RETIREMENT PENSIONS FOR FORMER MEMBERS OF THE BOARD OF
DIRECTORS
The Company did not grant any emoluments and has no commitments in respect of retirement pensions
to members of its Board of Directors during the period ended 31 December 2021.
10. ADVANCES AND LOANS GRANTED TO THE BOARD OF DIRECTORS
The Company did not grant any advances or loans to members of its Board of Directors during the
period ended 31 December 2021.
11. PLANNED BUSINESS COMBINATION
On 30 August 2021, the Company signed a non-binding letter of intent with BenevolentAI Limited
(“Benevolent”), a private limited company incorporated in England and Wales, concerning a business
combination between the Company and Benevolent (the “Transaction”).
Benevolent is a leading, clinical-stage AI drug discovery company that combines advanced AI and
machine learning with cutting edge science to discover and develop novel and more effective
medicines.
On 6 December 2021, the Company, Benevolent, shareholders of Benevolent (the “Benevolent
Shareholders”) and certain other parties entered into the 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. 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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Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
On 3 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 (the “New
Equity Commitments”) comprised of EUR 40 million backstop agreement with Ally Bridge Group, a
global healthcare-focused investment group and existing PIPE investor, and 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 combination between the Company and Benevolent remains subject to approval by a general
meeting of the Company’s shareholders which is expected to be held on 11 April 2022, and the
satisfaction or waiver of certain other customary closing conditions.
In relation to the upcoming Business Combination, the Company entered into various agreements:
Underwriting agreement
On 1 July 2021, the Company entered into an Underwriting Agreement with Goldman Sachs
International and J.P. Morgan AG, operating jointly as global coordinators, bookrunners and
underwriters in the context of the planned Private placement by virtue of which the Company is
obliged to pay the following fees:
a commission 2,0% of the Offer Price in respect of 30.000.000 Units to the Join Global
Coordinators (“Initial Commission”);
a commission of up to 2,5% of the Offer Price in respect of 30.000.000 Units, conditional on
and payable to the Join Global Coordinators on the date of the Business Combination, if any,
irrespectively of their appointment on or involvement in the Business Combination; and
a commission of 1,0% of the Offer Price in respect of 30.000.000 Units, which may be paid in
the sole discretion of the Company to either Joint Global Coordinator or a third party advisor
of appropriate standing that is supervised by the Financial Conduct Authority that assists the
Company in consummating its Business Combination (the 2,5% and 1,5% commission,
together as “Deferred Underwriting Commission”).
Pursuant to the Underwriting Agreement, the Joint Global Coordinators have agreed to reimburse
the Company’s offering costs in an amount of EUR 1,5 million.
As at 31 December 2021, the Company had paid the Initial Commission that was due after the
Private Placement, net of the offering costs of EUR 1,5 million. Such Initial Commission is
recognized as part of Other external expenses (See Note 6).
The Deferred Underwriting Commission is contingent on the closing of the Business Combination.
Financial advisor agreement
On 3 August 2021, the Company entered into an agreement with J.P. Morgan AG, as its financial
advisor, in connection with the Transaction with Benevolent by virtue of which the Company will be
obliged to pay a minimum of EUR 3,0 million transaction fee of payable upon closing of the
Transaction.
Placement Agent Agreement
On 6 October 2021, the Company entered into an agreement with J.P. Morgan and AG Goldman
Sachs International, as Placement Agents, in connection with the PIPE Financing by virtue of which
the Company will be obliged to pay up to 3,5%of the gross proceeds of the PIPE offering payable
upon closing of the Transaction.
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Odyssey Acquisition S.A.
Notes to the annual accounts for the period ended 31 December 2021
(Expressed in EUR)
Related Parties Costs
The Company has also entered into an agreement with Zaoui & Co, whereby Zaoui & Co. provides
to the Company services in respect of strategy, tactics, timing and structuring of the Business
Combination, which shall be paid as a success fee of EUR 11,5 million, and to be invoiced as soon
as practicably possible after the signing of the Business Combination Agreement but payable 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.
Other Providers
In the context of the above Transaction, the Company also entered into respective contracts with
different providers (legal advisers, etc.), the total cost of which is estimated at EUR 8,9 million,
excluding the fees due under the agreements disclosed above: out of which EUR 0,9 million have
been recorded in the Company’s expense during the period, EUR 0,4 million will be incurred in 2022
and the remainder contingent to the completion of the Transaction.
The Group has no other commitments and contingencies as at 31 December 2021.
12. SUBSEQUENT EVENTS
In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against
certain entities and individuals in Russia as a result of the official recognition of the Donetsk People
Republic and Luhansk People Republic by the Russian Federation. Announcements of potential
additional sanctions have been made following military operations initiated by Russia against Ukraine
on 24 February 2022.
Following the military conflict initiated by Russia against Ukraine on 24 February 2022, there has been
a significant increase in volatility on the securities and currency markets. It is expected that these events
may affect the activities of Russian enterprises in various sectors of the economy. The Board of Directors
regards these events as non-adjusting events after the reporting period. Although neither the Company's
performance and going concern nor operations, at the date of this report, have been significantly
impacted by the above, the Board of Directors continue to monitor the evolving situation and its impact
on the financial position and results of the Company. The impact of the war in Ukraine and its
implications cannot be quantified at this point in time.
There are no other significant subsequent events after balance sheet date, other than already disclosed
in note 11.
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