Odyssey Acquisition S.A.
Société anonyme
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD
FROM JUNE 1, 2021 (DATE OF INCORPORATION) TO
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
Page(s)
1 – 7
8
Consolidated management report
Corporate governance statement
Auditor’s report
9 – 12
13
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
14
15
16
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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
position
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
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 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
“Prospectus”).
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
Warrants.
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:
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
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
liquidate.
with Benevolent is expected to be
completed
in
April
2022,
significantly ahead of the liquidation
deadline.
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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 €216
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.
million,
providing
enhanced
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
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 €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 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
statements).
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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
information.
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
process
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
financial
instruments
Sona Credit Master Fund Limited and Sunrise Partners
Limited Partnership managed by Sona Asset
Management (UK) LLP
8.74
3.33
12.07
PSAM WorldArb Master Fund Ltd. and Lumyna
Specialist Funds - Event Alternative Fund
managed by P. Schoenfeld Asset Management LP
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 € 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
conditions.
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