ANNUAL FINANCIAL REPORT

FOR THE NINE-MONTH PERIOD ENDED

DECEMBER 31, 2022

IV. DECLARATION BY THE PERSON RESPONSIBLE FOR THE ANNUAL FINANCIAL

REPORT 52

information provided in this report is therefore presented as of and for the nine-month period ended

December 31, 2022.

1.1.1 Completion of the offering of Units to certain qualified investors in France and outside of

In order to provide the Company with the adequate funds necessary to achieve its main purpose, the

Company offered on May 12, 2022, 15,000,000 of its class B redeemable preferred shares with a

nominal value of €0.01 per share (the “Market Shares”) and 15,000,000 of its class B warrants (the

certain qualified investors in France and outside of France.

The Units have only been offered to qualified investors (investisseurs qualifiés) within the meaning of

Article 2 point (e) of Regulation (EU) 2017/1129 or other investors who do not meet this criteria but

number less than 150, all in accordance with Article L. 411-2-1° of the French Code monétaire et

financier (“Qualified Investors”), inside or outside of France, who belong to one of the following three

targeted categories:

respectively on May 9, 2022 and May 10, 2022. The Offering resulted in proceeds of €150,000,000,

before transaction costs of €3,133,000 that were paid to various service providers.

the Market Warrants were detached from the Market Shares, and trading of the Market Shares and the

Market Warrants on the professional segment of the regulated market of Euronext in Paris (“Euronext

Paris”) commenced.

On May 5, 2022, the combined shareholders’ meeting of the Company decided to create new categories

of preferred shares (the “Class A1 Founders’ Shares”, the “Class A2 Founders’ Shares” and the

“Class A3 Founders’ Shares”, together the “Founders’ Shares”).

price of 10€. It resulted in a share capital increase of €8,970 and a share premium of €8,961,030.

On the Listing Date, each ordinary share held by such holders were converted into one (1) Founders’

Share, with a nominal value of €0.01 per Founders’ Share. Founders’ Shares are preferred shares

(actions de préférence) issued pursuant to provisions of Articles L. 228-11 et seq. of the French Code

de commerce, the rights and obligations of which are defined in the articles of association of the

Company as in effect on the Listing Date.

1.1.2 Transfer of funds raised by the Company on a dedicated Escrow Accounts

The cash proceeds of the Offering of the €150,000,000 Market Shares are not available for general

corporate purpose and were transferred, along with the €3,900,000 cash proceeds resulting from the

offering of 390,000 Founders’ Units to eureKARE (which aim to cover a possible redemption premium),

to four secured deposit accounts managed by Caisse d’Epargne (the “Escrow Accounts”).

under the relevant agreements governing the Escrow Accounts and the transfer to the New Escrow

Account(s) [have taken] place on April 14th 2023 for an amount of €50 million and will take place on

or about May 12, 2023 for the remainder of the funds. The interest earned on the New Escrow Account(s)

will not itself be deposited in the New Escrow Account(s) and will be, when ultimately paid according

to the agreements governing the New Escrow Account(s), available to the Company.

1.1.3 Allocation of the share capital of eureKING and declarations regarding crossing of thresholds

As of December 31, 2022, the share capital (from a legal and statutory perspective) amounts to €200,000,

divided into:

- 1,250,000 are Class A3 Founders‘ Shares, each of which can be converted into one

ordinary share if, at any time after completion of the Initial Business Combination, the

volume weighted average price of the ordinary shares of the Company for any 20

trading days within a 30-trading day period exceeds €14.00; and.

As of the date of this report,

919,228

592,639

1,511,867

7.56%

European EU (the “IFRS” and the “IFRS Financial Statements”), and (ii) as per French law, under

applicable French generally accepted accounting principles (and in particular Regulation 2014-03 of the

Autorité des Normes Comptables, as updated by Regulation 2016-04 of 4 November 2016 (the “French

GAAP” and the “French GAAP Financial Statements”).

1.2.1 Statement of income analysis

For the nine-month period ended December 31, 2022, no revenue has been achieved by the Company.

In the IFRS Financial Statements, the operational income is a loss equal to €1,375 thousand. In the

French GAAP Financial Statements, the operating income (résultat d’exploitation) is a loss of €1,429

thousand. This corresponds to personal costs of €420 thousand (both under IFRS and French GAAP)

and other operating costs of €955 thousand under IFRS and €923 under French GAAP, in connection

treated as derivative recognized at fair value through P&L under IFRS.

on the Company’s cash placed in the Escrow Accounts.

The net loss of the Company for the nine-month period ended December 31, 2022 amounts to €4,402

thousand under IFRS and results from the loss before income tax and deferred tax effects of €110

thousand. Under French GGAP, the net loss of the Company for the nine-month period ended December

31, 2022 amounts to €1,423 thousand and results from the factors highlighted above.

In accordance with the provisions of Articles 223 quater and 223 quinquies of the French General Tax

Code, we hereby inform you that no expenses or charges have been recorded for the past fiscal year that

are not deductible from taxable income within the meaning of Article 39-4 of the French General Tax

Code.

1.2.2 Statement of financial position analysis

In the IFRS Financial Statements, as of December 31, 2022, the Company has cash and cash equivalents

of €660 thousand and the Escrow Accounts of €153,900 thousand, corresponding to the proceeds from

while the Company had €654 in available cash (disponibilités).

In the IFRS Financial Statements, other current assets of the Company amount to €414 thousand, which

mostly relates to deductible VAT for €214 thousand and prepaid expense for €109 thousand.

In the French GAAP Financial Statements, the Company the other receivables (autres créances)

amounted to €305 thousand and also related to VAT. It also had €109 thousand in pre booked expenses

(charges constatées d’avance).

The shareholders’ equity of the Company in the IFRS Financial Statements amounts to €4,536 thousand.

In the French GAAP Financial Statements, the share premium resulting from the subscription of the

Founders’ Shares and the Market Shares is €155,678 thousand. The loss of the period amounts to €1,423

thousand.

In the IFRS Financial Statements (and only in the IFRS Financial Statements), the Market Warrants are

treated as derivatives under IFRS 9 and are recognized for their fair value on balance sheet date of

€1,500 thousand, based on available market price for these warrants (FR0014009OX8/KINGW). These

instruments are considered as non-current due to the characteristics of the warrants. The change of fair

value impacts the financial expense (income).

not be classified as equity under IFRS but rather as financial liabilities under the applicable IFRS

standard IAS 32 – Financial Instruments: Presentation. These instruments are recognized at fair value

at issuance on May 12, 2022 for €150,000 thousand, before transaction costs corresponding to IPO costs

of €3,133 thousand. This amount could be reimbursed to the holders of Market Shares (“Market

(15 months as from the Listing Date). This liability is thus classified as current as of December 31, 2022

in the IFRS Financial Statements. As indicated above, they are accounted 100% as equity in the French

GAAP Financial Statements.

In the IFRS Financial Statements, the transaction costs are amortized over this 15-months maturity and

results in an effective interest rate of 1.70% per year.

The company has not paid any dividend.

No material investment has been completed during 2022.

On March 13, 2023, the Company notified the Caisse d’Epargne of its decision to terminate the Escrow

Accounts and to transfer the funds, as contemplated in the Prospectus, to one or more secured deposit

accounts managed by UBS, in which the funds will generate interest (the “New Escrow Account(s)”).

The risks identified by the Company to have a significant adverse effect on its business, financial

condition, results of operations or prospects, and which are important for investment decision-making,

are those set out in the “Risk Factors” section of the Prospectus and have not changed significantly since

that date. Investors’ attention is drawn to the fact that the list of risks presented in the Prospectus is not

exhaustive and that other risks, not identified as of the date hereof or not identified as likely to have a

identified and discussions are ongoing with some of them. However, at this stage, there can be no

guarantee that the Company will be able to identify, negotiate or select an Initial Business Combination

by August 12, 2023, the deadline by which the Company must have done so or liquidate.

Material related party transactions are those set out in the “Related party transactions” section of the

Prospectus and these presented in Note 16 of the annual financial statements for the nine-month period

ended December 31, 2022.

As the year ending December 31, 2022 is the Company's first fiscal year, the table below shows the

company’s results for the nine-month period ended December 31, 2022 and during the fiscal year that

biology sector as well as a business executive. He later served as Deputy Director of Research and

Mrs. Kristin Thompson, 40 years old, is a member of the Board.

Mrs. Thompson has extensive experience in Research and Development as well as Business

Development management in healthcare companies.

She started her career in 2005 as a researcher in cystic fibrosis and pulmonary research at the University

of North Carolina, Chapel Hill and managed projects with PTC Therapeutics and Boerhinger Ingelheim.

She worked as a researcher in 2015 at Inserm/Sorbonne University. In 2016, she joined the biotech Da

Volterra where she served as Business Development Manager until 2018, then started to work as a

European provider of pharmaceutical manufacturing. In 2020, she was named Head of Strategic

Partnerships at the Bioaster Technology Research Institute.

provides strategic insights for investment rounds. She used to be former Board Member and Chair for

Butlers and Colonial Wharves Management ltd. Since 2021, she also serves as non-executive Director

of BioZen.

Dr. Carri Duncan is an independent member of the Board of Directors.

Trained biomedical research scientist and experienced corporate finance advisor-investor bringing over

a decade of expertise in the fields of biotech and pharmaceuticals from early-stage ventures to

established Fortune 500 companies. Dr. Duncan has advised the board of several Lifescience companies

in manufacturing, cell therapy and digital health. She received her Bachelors in Medical Biology at

Wayne State University, Master of Science in Genetics at the US Dept of Energy’s Plant Research

Dr. Duncan holds a PhD in Neuroscience from the ETH-Zürich and biomedical research at Novartis.

Mrs. Garbil graduated from Lille Institut d’Études Politiques and holds a master’s degree of Law and

Healthcare Management from the University Paris XI.

Mrs. Pascale Augé, 52 years old, is an independent member of the Board of Directors.

2004 the development of drugs and healthcare products for several companies (Neurotech, Entomed,

the listed company AB Science). In 2004, she joined EY as a Senior Manager where she directed the

Life Science department, in charge of assessing public and private organisations related to global health.

participates as member of various think tanks and committees dedicated to innovation in Health such as

Mrs. Auge holds a DEA and a PhD in Pharmaco-chemistry from the René Descartes University.

Dr Geidelberg, 31 years old, is an independent member of the Board of Directors.

Mr. Besserve has over 20 years’ experience in healthcare corporate finance and equity research.

He started his career in 1999 at Bryan Garnier and then joined Kepler Chevreux as an equity research

specialised in European biotech stocks. He was named Best French Analyst by Starmine in 2010. From

2011 to 2017, he served as Head of ECM and M&A in the Biotech/Medtech sectors at the Société

Mr. Besserve holds a degree from the engineering school CPE Lyon and a Master in finance from Lyon

School of Management.

Mr. Alexandre Mouradian, 53 years old, serves as observer of the Board of Directors.

eureKARE.

independent pursuant to the criteria set forth by the AFEP-MEDEF Code. The criteria set forth by the

- an employee or executive officer of the corporation;

- an employee, executive officer or director of a company consolidated within the

corporation; or

- for which the corporation or its group represents a significant portion of its activities;

Based on the above criteria, and on the criteria set forth by the AFEP-MEDEF Code to assess

of the Board of Directors are independent in character and judgment and free from relationships or

circumstances which are likely to affect, or could appear to affect, their judgment, representing more

The Board of Directors resolved that InvestinMind (Mrs. Anne-Marieke Ezendam), Mrs. Carri Duncan,

Mrs. Bénédicte Garbil, Mrs. Pascale Augé and Mrs. Lily Geidelberg qualify as independent Board

The table below sets out the criterions that have let the Board of Directors to determine the

independence, or not, of its members.

1.12.4 Committees of the Board of Directors

Pursuant to the Articles of Association and its internal regulations of the Company, the Board of

charge of studying questions submitted by the Board of Directors or the chairman of the Board of

Directors for consideration and opinion on a consultative basis; and exercise their activity under the

The Audit Committee is chaired by Mrs. Anne Marieke Ezendam (independent) and is composed of Mr.

Christophe Jean and Mrs. Pascale Augé (independent).

The appointment or renewal of the chairman of the Audit Committee, proposed by the Appointments

and Compensation Committee, is subject to a specific review by the Board of Directors.

Independent members must represent at least two thirds of the Audit Committee’s members.

In accordance with the AFEP-MEDEF Code the members of the Audit Committee must possess finance

and accounting expertise.

The Audit Committee is in charge of overseeing: