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Odyssey Acquisition S.A.  
Société anonyme  
DECEMBER 31, 2021  
Registered office: 9, rue de Bitbourg  
L - 1273 Luxembourg  
R.C.S. Luxembourg: B255412  
Odyssey Acquisition S.A.  
Consolidated financial statements for the period ended  
December 31, 2021  
Index to the consolidated financial statements  
1 – 7  
Consolidated management report  
Corporate governance statement  
Auditor’s report  
9 – 12  
Consolidated statement of comprehensive income  
Consolidated statement of financial position  
Consolidated statement of changes in equity  
Consolidated statement of cash flows  
Notes to the consolidated financial statements  
17 - 37  
Odyssey Acquisition S.A.  
Consolidated 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 consolidated management report with the consolidated financial statements of the Company and its  
subsidiary (the “Group”) for the period ended December 31, 2021.  
1. Overview  
The Company is a special purpose acquisition company (otherwise known as a blank cheque company)  
incorporated in Luxembourg on June 1, 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 Group’s business, financial performance and financial  
The Company completed its Private Placement (the “Private Placement”) on July 2, 2021 for the  
issuance of 30,000,000 redeemable class A shares with a par value of €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 July 2, 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 €10.00 per unit representing a total placement volume of €300  
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 to 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  
On December 6, 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 December 6, 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 €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.  
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  
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Company (www.odyssey-acquisition.com) on March 9, 2022 for additional information.  
Financial performance highlights  
As a blank cheque company, the Group currently does not have an active business. The Group did not  
generate revenue during the period ended December 31, 2021 and is not expected to generate any  
operating revenues until after the completion of the Business Combination. The Group’s activities for  
the period ended December 31, 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 Group 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 Group for the period ended December 31, 2021 was €17,423,005, due to the  
operating expenses and finance costs, and fair value loss on the Public Warrants and the Sponsor  
Warrants (together, the “Warrants”).  
Financial position highlights  
The Group’s main asset accounts refer to the cash in escrow which are the proceeds from the Private  
Placement whereas on the liability section, the significant balances refer to the Public Shares and the  
3. Principal risk and uncertainties  
The Group has analysed the risks and uncertainties to its business, and the Board has considered their  
potential impact, their likelihood, the controls that the Group has in place and steps the Group can take  
to mitigate such risks. The Group’s principal risks and uncertainties can be summarised as follows:  
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  
documentation, made available by  
Benevolent and engaged in  
extensive Q&A sessions with  
Benevolent’s management team,  
covering a wide variety of topics.  
team’s due diligence included site  
visits to Benevolent’s offices and  
research laboratories.  
Liquidation of the Company.  
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  
Mitigating factors”  
above.) The Business Combination  
Combination opportunities, which could  
result in the Company being unable to  
effect a Business Combination within  
the Business Combination deadline by  
July 6, 2023 and force the Company to  
with Benevolent is expected to be  
significantly ahead of the liquidation  
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Shareholder vote.  
number of the Company’s  
The Company’s shareholders may fail  
to provide the respective votes  
necessary to effect the Business  
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  
Closing conditions.  
In March 2022, the Company and  
Benevolent have agreed to amend  
the minimum cash condition to €216  
Combination is conditioned on the  
satisfaction or waiver of certain closing  
conditions that are not within the  
Company’s control.  
transaction certainty. This condition  
is expected to be met given the  
PIPE Financing and the backstop  
and non-redemption agreements.  
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.  
Going concern risk in case of no Low  
business combination:  
The Company has incurred fees and  
expenses associated with preparing  
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  
Market conditions.  
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 €60 million of new equity  
commitments in March 2022, in  
connection with the Business  
Combination, thereby reducing the  
risk of not completing the  
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 Group are further disclosed in the Prospectus.  
4. Financial risk management objectives and policies  
As at December 31, 2021, the Group had €2,390,728 in cash and cash equivalents (excluding cash in  
escrow). The proceeds from the Private Placement are presented as cash in escrow in the consolidated  
statement of financial position, for an amount of €299,325,790.  
The Group had a negative equity of €7,717,350 as at December 31, 2021. The Board believes that the  
funds available to the Group outside of the secured deposit account are sufficient to pay costs and  
expenses incurred by the Group prior to the completion of the Business Combination. The Group has  
financial instruments which are presented as non-current liabilities which do not impose any liquidity  
issues to the Group. The Sponsor Warrants amounting to €7,029,000 (See Note 12.1 to the audited  
consolidated financial statements) have no redemption rights or liquidation distribution rights and will  
expire worthless in case of liquidation. Furthermore, the Public Warrants amounting to €6,750,000 are  
only redeemable at the option of the Company (See Note 12.2 to the audited consolidated financial  
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The Group consists of newly formed companies that have conducted no operations and currently  
generated no revenue. The Group does not have any interest-bearing loans.  
Besides the above, the Group 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  
Group are liquidity risks and credit risks which are described in Note 14 of the audited consolidated  
financial statements.  
5. Related party transactions  
The Company as the borrower issued a promissory note with the Sponsor as the lender with effect on  
June 4, 2021 (“Promissory Note”) with a maximum value of €300,000 (Note 15 to the audited  
consolidated financial statements). As at December 31, 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 €20,000 per month since June 1, 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 €80,000 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 €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 €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.  
Please refer to Section 6.5.1 "Transactions with Related Parties" of the Shareholder Circular published  
on the website of the Company (www.odyssey-acquisition.com) on March 9, 2022 for additional  
6. Research and development  
The Group did not have any activities in the field of research and development during the financial  
period ended December 31, 2021.  
7. Corporate governance  
The corporate governance rules of the Company are based on the applicable Luxembourg laws. The  
Company’s articles of association (the “Articles”) and its internal regulations, and in particular the rules  
of procedure of the Board, are available on the website of the Company (www.odyssey-acquisition.com).  
The audit committee (the “Audit Committee”) performs its duties in compliance with applicable laws, in  
particular Regulation (EU) No. 537/2014 of the European Parliament and the Council of April 16, 2014  
on specific requirements regarding the statutory audit of public-interest entities, as amended, the Audit  
Law and the Articles.  
The Company has implemented a corporate governance framework consisting of (i) a board the majority  
of which consists of directors who are independent, (ii) an Audit Committee and (iii) an insider trading  
policy which can be viewed on the Company’s website (www.odyssey-acquisition.com).  
The Company is managed by a Board composed of five directors: Michael Zaoui (chair), Yoël Zaoui,  
Walid Chammah, Andrew Gundlach and Cynthia Tobiano. The Board is vested with the broadest powers  
to act in the name and on behalf of the Company and to take any actions necessary or useful to fulfil  
the Company’s corporate purpose, with the exception of the powers reserved by law or the Articles to  
the general meeting of shareholders (the “General Meeting”). On June 4, 2021, the Board has appointed  
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two co-CEOs, Yoël Zaoui and Jean Raby, who are mainly responsible for considering the various  
Business Combination opportunities and for submitting them to the Board.  
The Audit Committee is composed of independent directors of the Company and is responsible for all  
matters set forth in the Luxembourg law of July 23, 2016 on the audit profession, as amended and is,  
among other things, considering matters relating to financial controls and reporting, internal and external  
audits, the scope and results of audits and the independence and objectivity of auditors. It monitors and  
reviews the Group’s audit function and, with the involvement of its auditor, focuses on compliance with  
applicable legal and regulatory requirements and accounting standards. The Audit Committee consists  
of Walid Chammah, Andrew Gundlach and Cynthia Tobiano (chair).  
The Company has adopted an insider trading policy setting out, inter alia, prohibitions on directly or  
indirectly conducting or recommending transactions in Company securities while in the possession of  
inside information.  
Prior to completing the Business Combination, the Company has not and will not be involved in any  
activities other than preparation for the Private Placement and the Business Combination. The Company  
has therefore tailored its corporate governance framework and will likely further tailor its governance  
framework after the Business Combination.  
8. Internal control and risk management systems in relation to the financial reporting  
The Group has implemented a system of internal controls over financial reporting. It aims to identify,  
evaluate and control any risks that could influence the proper preparation of the consolidated financial  
statements. As a core component of the accounting and reporting process, the system of internal  
controls over financial reporting comprises preventive, detective, monitoring, and corrective control  
measures in accounting and operational functions, which are designed to ensure a methodical and  
consistent process for preparing the Group’s financial statements.  
The control and risk management mechanisms include identifying and defining processes, introducing  
layers of approval, and applying the principle of segregation of duties including the use of external  
service providers diligently selected and monitored. The Group’s internal controls over financial  
reporting include policies and procedures that pertain to the maintenance of records that, in reasonable  
detail, are designed to accurately and fairly reflect the transactions and dispositions of the assets of the  
Group, provide reasonable assurance that transactions are recorded as necessary to permit preparation  
of financial statements in accordance with the applicable accounting standards, provide reasonable  
assurance that the receipts and expenditures are being made only in accordance with authorisations of  
the Group’s management and directors, and provide reasonable assurance regarding prevention or  
timely detection of the unauthorised acquisition, use or disposition of our assets that could have a  
material effect on the Group’s financial statements. Because of its inherent limitations, the Group’s  
internal controls over financial reporting may not prevent or detect errors or misstatements in the Group’s  
financial statements. The system of internal controls is reviewed annually.  
9. Transactions in own shares  
The Group has not acquired or held any of its own shares as at December 31, 2021. The Group has  
not undertaken any free issue of shares to members of its salaried staff as at December 31, 2021.  
10. Branches  
The Group does not have any branches as at December 31, 2021.  
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11. 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  
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  
Linden Capital L.P.  
Bleichroeder LP  
Odyssey Sponsor  
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 € 1,000,000,  
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.  
12. Subsequent events and outlook  
In March 2022, the Company announced that Odyssey Sponsor and certain existing shareholders of  
Benevolent had secured €60 million of new equity commitments in the Company comprised of a  
€40 million backstop facility agreement with Ally Bridge Group, a global healthcare-focused investment  
group and existing PIPE investor, and a €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 € 216 million, providing enhanced transaction certainty.  
On March 9, 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 April 11, 2022 and the satisfaction of a waiver of certain other customary closing  
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