Annual
report
2021
This Annual report 2021 has been approved at the
General Meeting of Shareholders 22 June 2022.
KvK 82846405. Bedrijfsklasse "klein".
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New Amsterdam Invest Annual Report 2021
Index
Management Board Report 3
Report of the Supervisory Board 28
Remuneration report 33
Financial statements 2021 36
Other information 61
Independent auditor’s report 65
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New Amsterdam Invest Annual Report 2021
Management Board Report
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New Amsterdam Invest Annual Report 2021
Annual Report nancial year 2021
This annual report of New Amsterdam Invest N.V. (hereinafter referred to as “NAI” or the “Company”)
for the nancial year 2021 from 19 May 2021 untill and including 31 December 2021, consists of the
Management Board Report, including the responsibility statement and other mandatory statements
by the Management Board, the Supervisory Board Report, the Remuneration Report and the Financial
Statements 2021 (“Financial Statements”) and the accompanying notes. Furthermore the Other
Information including the report on the audit of the Financial Statements 2021 as issued by the
Company’s external auditor, being BDO Audit & Assurance B.V.
General
NAI is a special purpose acquisition company incorporated under the laws of the Netherlands as a public
company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Amsterdam, the
Netherlands. The Company is incorporated on 19 May 2021, and is registered with the Trade Register of
the Chamber of Commerce under number 82846405.
NAI is a special purpose acquisition company (“SPAC”), admitted as of 6 July 2021, to listing and trading
on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. The Company raised
approximately € 50 million in gross proceeds. The Company intends to use the proceeds to acquire a
signicant stake in a company active as an operating company in the commercial real estate sector
with principal operations in Europe, preferably in the Netherlands, Germany, the United Kingdom, or the
United States of America, through a (legal) merger, share exchange, share purchase, asset acquisition,
contribution in kind or a similar transaction or a combination of such transactions (a “Business
Combination”).
Pursuant to article 3 of the articles of association of the Company (“Articles of Association”), the
Company’s objects are to:
• incorporate, conduct the management of, participate in and take any other nancial interest in other
companies and/or enterprises;
• borrow and/or lend out moneys, to provide security for, otherwise warrant performance of or bind
itself jointly and severally with or for others, the foregoing whether or not in collaboration with third
parties and inclusive of the performance and promotion of all activities which directly and indirectly
relate to those objects, all this in the broadest sense of the words.
More information about the Company, including the Company’s initial public offering (“IPO”) Prospectus
dated June 2021 (the “Prospectus”), which was approved by the Netherlands Authority for the Financial
Markets (Stichting Autoriteit Financiële Markten) (the “AFM”), can be found on the Company’s website:
www.newamsterdaminvest.nl
Statement by the Management Board
The Company has identied the main risks it faces, including nancial reporting risks. These risks
can be found in the chapter “Risks and Uncertainties” as included in the remainder of this report. In
line with the Dutch Corporate Governance Code and the Dutch Financial Supervision Act (Wet op het
nancieel toezicht), the Company has not provided an exhaustive list of all possible risks. Furthermore,
developments that are currently unknown to the Management Board or considered to be unlikely may
change the risk prole of the Company.
The design of the Company’s internal risk management and control systems has been described in
the chapter “Risk Management and control systems”. The objective of these systems is to manage,
rather than eliminate, the risk of failure to achieve business objectives and the risk of material errors
to the nancial reporting. Accordingly, these systems can only provide reasonable, but not absolute,
assurance against material errors. The Management Board of the Company (the “Management Board”
and each member therof “Managing Director”) reviewed and analysed the main strategic, operational,
nancial, reporting, and compliance risks to which NAI is exposed, and assessed the design and
operating effectiveness of the risk management & control systems. The outcome of this assessment was
shared with the Supervisory Board of the Company (the “Supervisory Board” and each other thereof
“Supervisory Director”).
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New Amsterdam Invest Annual Report 2021
In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, the
Management Board is of the opinion that to the best of its knowledge:
• the report provides sufcient insights into any failings in the effectiveness of the internal risk
management and control systems;
• the aforementioned systems provide reasonable assurance that the nancial reporting does not
contain any material inaccuracies;
• based on the current state of affairs, it is justied that the nancial reporting is prepared on a going
concern basis; and
• the report states those material risks and uncertainties that are relevant to the expectation of the
company’s continuity for the period of twelve months following the preparation of the report.
With reference to section 5:25c(2)(c) of the Dutch Financial Supervision Act and on the basis of the
information included in this report and the explanations contained in the chapter “Risk Management and
control systems” and the chapter “Risks and Uncertainties”, each Managing Director, whose name and
function is listed in the section “Management Structure - Management Board”, conrm to the best of their
knowledge:
• the Company’s nancial statements for 2021 provide, in accordance with the International Financial
Reporting Standards as adopted by the European Union (EU IFRS) and the relevant provisions of
the Dutch Civil Code, a true and fair view of the assets, liabilities and nancial position as at 31
December 2021, and of the 2021 prot and loss statement and cashow statement over the period
19 May, 2021 until and including 31 December 2021; and
• this report gives a true and fair view on the situation on the balance sheet date as at 31 December
2021, the development and performance of the business and the position of the Company of which
the nancial information at 31 December 2021, is included in the report and includes a description of
the main risks and uncertainties that the Company faces.
Amsterdam, 29 April 2022
On behalf of New Amsterdam Invest N.V.
Mr. Aren van Dam, CEO and Managing Director
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
Strategy and progress.
The Company is seeking to enter into a Business Combination with a business or company active as
an operating company in the commercial real estate sector. Since the IPO the Management Board has
assessed a number of Targets in the commercial real estate sector. At the date of this Report of the
Management Board, the Management Board is in (early-stage) preliminary discussions with a few Targets.
The focus remains on a Business Combination with a Target which ts the Company’s strategy and is at
an acceptable valuation for the Company’s shareholders. As soon as the Management Board has identied
a possible Target, the Company will enter into negotiations with the Target and the Target owners for
the purpose of agreeing on a Business Combination. Once there is a proposed Business Combination,
the Management Board will convene an extraordinary general meeting of shareholders during which the
Management Board will propose the Business Combination to all shareholders of the Company for their
approval (“BC-EGM”).
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New Amsterdam Invest Annual Report 2021
The Company is evaluating acquisition opportunities using its nancial and quantitative parameters as
described in the Prospectus (Section “Proposed Business - Business Strategy”). It is not inconceivable
that the Company might acquire a signicant interest in a Target with a total value of € 100-€ 150
milllion. The Company’s expectations around a stable dividend did not change and stay between 4.5%
and 6.5% of the equity value of the Target.
The Company intends to identify potential Target which is in need of strategic growth capital, will benet
from becoming a publicly listed company, an optimised nancing structure and/or which could benet
from a different capital structure, targeted strategic acquisitions and/or additional working capital.
The Company seeks to identify Target that have compelling growth potential.
The other main considerations in the process of identifying a Target, as described in more detail in the
Prospectus (section “Proposed Business - Business Strategy”) are:
• fundamentally strong market position;
• opportunity to benet from the Management Board’s expertise;
• nancially sound Target;
• opportunity for operational improvements;
• growth opportunities through capital investment;
• opportunities for add-on acquisitions.
A selected Target may not have all of the above characteristics. We explicitly retain the exibility to
propose to the Company’s shareholders a Business Combination with a Target that does not meet one or
more of the above criteria and considerations. In the event that the we decide to enter into a Business
Combination with a Target that does not meet the above criteria and considerations, we will disclose that
in the shareholder circular published in connection with the convocation of the BC-EGM.
Financial developments nancial year 2021
The result for the period 19 May 2021, untill 31 December 2021, amounts to € 1,232k loss. This result
is mainly attributable to the “Services rendered by the Promoters in exchange for the share-based
payment” a non cash item valued at an amount of € 750k, the negative interest rate payable on the
Escrow Account of € 133k and the IPO expenses charged directly to the result for the amount of € 109k.
The breakdown of the IPO expenses is as follows: (* € 1000)
Legal and tax advisory 486
Euronext, AFM and communication 146
Underwriting fees 319
Audit fees, opening balance sheet 31
Interim services 9
Other 51
1,042
Incremental IPO expenses directly attributable to equity -933
IPO expenses directly to result 109
Other expenses as included in the loss refer to accounting, audit and advisory expenses regarding the
Annual Report 2021 for the amount of approximately € 81k, and other general expenses as ICT and
workplaces to the amount of € 47k.
The total equity at balance date 31 December 2021 amounts to € 48,437k on a total investment of
€ 48,644k. A solvency of almost 100%. The equity relates to the issue of shares and the contribution paid
in excess of the nominal value of the shares as a result of the IPO.
The amount as received at settlement date (the date of issue) € 49,102k less an amount of € 500k
(“reserved amount”) has been transferred directly to the Company’s escrow account as at 31 December
€ 48,469k because of the negative interest charged.
The cash position at 31 December 2021 amounts to € 24k. The funding needed to nance the estimated
costs for 2022 have been transferred by the Promotors to Company’s bank account in 2022.
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New Amsterdam Invest Annual Report 2021
Further the Promotors contractually agreed to fund the Initial working capital until the Business
Combination Deadline.
Capital structure
At the date of incorporation, being 19 May 2021, the Company issued 1,275,000 ordinary shares with
a nominal value of € 0.04 each (“Ordinary Shares”), to New Amsterdam Invest Participaties B.V. (“NAIP
Holding”) resulting in an issued share capital in the amount of € 51,000.
On 8 July 2021, the Company repurchased from NAIP Holding 1,127,693 Ordinary Shares against no
consideration. The remaining ordinary shares have been converted to convertible Promoter Shares. To
date, NAIP Holding holds 147,307 convertible Promoter Shares with a nominal value of € 0.04 each.
NAI successfully placed 2,455,125 Units at EUR 20 each consisting of two ordinary shares and two
warrants (one IPO warrant and one BC warrant) at 6 July 2021. This placement can be split between
3,910,250 Ordinary Shares which have been issued to investors and 1,000,000 Ordinary Shares which
have been issued to NAIP Holding.
The Warrants (IPO and BC) automatically and mandatorily convert into ordinary shares when both (1)
the Business Combination Completion Date has occurred and (2) the closing price of the Ordinary Shares
on Euronext Amsterdam reaches the Share Price Hurdle being €11.50 per share, without any further
action being required from the Warrant Holder. The Share Price Hurdle can only be calculated accurately
by taking 30 consecutive Trading Days’ available Euronext closing prices of the Ordinary Shares and
determining whether on 15 of those 30 Trading Days the Warrants can be sold at the stock market
separately from the Ordinary Shares. The Warrants will be converted into a number of Ordinary Shares
corresponding with the Warrant Conversion Ratio. The conversion rate amounts to 0.15 or 6.67 Warrants
per Ordinary Share. The Company will only adjust the Share Price Hurdle, and where appropriate the
Warrant Conversion Ratio, or will take other appropriate remedial actions, in case dilutive events occur
(anti-dilution provisions).
The Company has issued in total 6,185,255 shares which can be specied as follows:
Type of shares % Numbers
Ordinary Shares issued to investors, admitted listing and trading 77.3 3,910,250
Ordinary Shares issued to the Promoters (Cornerstone Investment),
admitted to listing and trading 19.8 1,000,000
Promoter Shares (originally 1,275,000 Ordinary Shares less 1,127,693
repurchased Ordinary Shares) 2.9 147,307
Priority Shares issued to Stichting Prioriteit New Amsterdam Invest 0.0 5
100 5,057,562
Ordinary Shares owned by the Company (Treasury Shares) 1,127,693
Shares in total 6,185,255
The Promoter Shares are not admitted to listing and trading on any trading platform. The Promoter
Shares are subject to anti-dilution provisions in accordance with the terms and conditions set out in
the Prospectus. Subject to the terms and conditions set out in this Prospectus, each Promoter Share
converts into 3.5 Ordinary Shares (the “Promoter Share Conversion Ratio”), resulting in a conversion
into a maximum of 515,574 Ordinary Shares. The conversion is contingent upon a successful Business
Combination and a Share Price Hurdle of € 11.50 per share. These Promoter Shares have been obtained
by the Promoter at an aggregated price of € 750,000.
Stichting Prioriteit New Amsterdam Invest (the “Stichting”) has been incorporated on 1 June 2021. The
following individuals (also Supervisory Directors) form the Management Board of the Stichting as of the
date of incorporation of the Stichting: Mr. Jan Louis Burggraaf, Mr. Elbert Dijkgraaf and Mr. Paul Steman.
The object of the Stichting is to promote the interests of the Company, the enterprise afliated with it and
all involved, and to resist, among other things, as much as possible all inuences, which could threaten
the continuity, independency, nancial stability or identity that are conicting with those interests. The
Stichting shall pursue its object by exercising the rights attached to the Priority Shares (we refer to the
chapter “Other Information” in this Annual Report).
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New Amsterdam Invest Annual Report 2021
The organizational structure in a glance
100%
100%
100%
100%
25%
25%
25%
25%
77,3%
22,7%
0%
New Amsterdam
Invest NV.
Stichting Prioriteit
New Amsterdam Invest
Public
Mr. A. van Dam
Mr. C.M.
Verkade
Mr. A.J.M.
van Dam
Mr. E.S. Evers
Aren van Dam
B.V.
Pidalgo B.V.
Moshe van
Dam B.V.
Elisha S. Evers
Onroerend
Goed B.V.
New
Amsterdam
Invest
Participaties
B.V.
Business Combination
The Company has 24 months from the Settlement Date (8 July 2021) to complete a Business
Combination, subject to a potential one-time six month extension that the Management Board
may propose to the Supervisory Board to completing the Business Combination, provided that the
Management Board expects to complete a Business Combination within such extended period (such
initial or initial and extended period: the Business Combination Deadline). If a proposed Business
Combination is not approved at a General Meeting, the Company may, (1) within seven days following the
BC-EGM, convene a subsequent General Meeting and submit the same proposed Business Combination
for approval and (2) until the expiration of the Business Combination Deadline, continue to seek other
potential Targets provided that the Business Combination must always be completed prior to the Business
Combination Deadline. In case no Business Combination is completed by the Business Combination
Deadline, the Company shall convene a General Meeting for the purpose of adopting a resolution to
dissolve and liquidate the Company.
In accordance with the Articles of Association of the Company, if no Business Combination is completed
by the Business Combination Deadline, the Company shall convene a General Meeting for the purpose of
adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist the Ordinary Shares and
Warrants. In the event of Liquidation, the distribution of the Company’s assets and the allocation of the
liquidation surplus shall be completed, after payment of the Company’s creditors and settlement of its
liabilities, in accordance with the rights of the Promoter Shares and the Ordinary Shares and according to
the following order of priority, (the Liquidation Waterfall), each to the extent possible:
• rst, the repayment of the Ordinary Shares to the holders of Ordinary Shares pro rata to their
respective shareholdings in the Company;
• second, the repayment of the share premium amount of each Ordinary Share that was included
in the subscription price per Ordinary Share set on the issuance of Ordinary Shares as part of the
Offering (i.e. € 9.96);
• third, the repayment of the nominal value of € 0.04 of each convertible share (“Promoter Share”)
and each Priority Share to the holders of Promoter Shares and Priority Shares, as applicable, pro
rata to their respective shareholdings in the Company;
• fourth, the repayment of the share premium amount of each Promoter Share and each priority share
with a nominal value of € 0.04 (“Priority Share”) that was included in the subscription price per
Promoter Share and Priority Share, as applicable, set on the issuance of the Promoter Shares and
the Priority Shares; and
• nally, the distribution of any liquidation surplus remaining to the holders of Promoter Shares pro
rata to their respective shareholdings in the Company.
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New Amsterdam Invest Annual Report 2021
The holders of Warrants shall not receive any distribution in the event of Liquidation. The amounts held
in the Escrow Account at the time of the Liquidation may be subject to claims which would take priority
over the claims of the Ordinary Shareholders and, as a result, the per-Ordinary Share liquidation price
could be less than the initial amount per-Ordinary Share held in the Escrow Account. There will be no
distribution of Proceeds or otherwise, from the Escrow Account with respect to any of the Warrants, and
all such Warrants will automatically expire without value upon occurrence of the Liquidation Event.
The gross proceeds as received € 49,102,500 have been transferred directly to Company’s Escrow
Account. The Company will hold the total amount of the gross proceeds from the Units offered and sold
in the Offering (the “Proceeds”) on the Escrow Account, less an amount of € 500,000 (the “Reserved
Amount”), and less the negative interest charged on the Escrow Account.
Next to the “Reserved Amount” the Promoters have contractually agreed to pay the Promoter contribution
in the maximum aggregate amount of € 750,000 (“Promoter Contribution”), to cover the Offering
Expenses and the Initial Working Capital. If the Promoter Contribution and Reserved Amount are
insufcient to fund the Offering Expenses and the Initial Working Capital, the Promoter have contractually
agreed to pay to the Company, in addition to the Promoter Contribution, such additional amount
corresponding to the outstanding Offering Expenses and Initial Working Capital (“Optional Promotor
Contribution”).
For the avoidance of doubt, the Promoter Contribution, the Reserved Amount and the Optional Promoter
Contribution will not be used to cover any negative interest amount that has to be paid by the Company
to the Escrow Agent on the Proceeds held in the Escrow Account. In the nancial year 2021 a negative
interest has been charged on the Escrow account of € 133,743 (The interest rate is based on Euro Short
Term Rate (ESTR)).
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New Amsterdam Invest Annual Report 2021
Management Structure
The Company maintains a two-tier board structure consisting of the Management Board and the
Supervisory Board. The Management Board is the statutory executive body (bestuur) and is responsible
for the management of the Company’s operations, subject to the supervision by the Supervisory
Board. The Management Board’s responsibilities include, among other things, dening and attaining
the Company’s objectives, determining the Company’s strategy and day-to-day management of the
Company’s operations. The Management Board may perform all acts necessary or useful for achieving
the Company’s objectives, with the exception of those acts that are prohibited by law or by the Articles of
Association. In performing their duties, the Managing Directors are required to be guided by the interests
of the Company which includes the interests of the business connected with it.
In accordance with the Articles of Association, the Management Board has adopted rules of procedure
governing the Management Board’s principles and best practices. The rules of procedure describe, among
others, the duties, tasks, composition, procedures, and decision-making of the Management Board.
The Management Board did provide the Supervisory Board with all information regarding strategic,
operational, compliance and reporting matters necessary for the performance of the Supervisory Board’s
duties.
The Supervisory Board supervises the conduct and policies of the Management Board and the general
course of affairs of the Company and its business. The Supervisory Board also provides advice to the
Management Board. In performing their duties, the Supervisory Directors are required to be guided by
the interests of the Company which includes the interests of the business connected with it.
The Supervisory Board has drawn up a prole (proelschets) for its size and composition taking into
account the nature of the business of the Company, the Company’s activities and the desired expertise
and background of its members. In accordance with the Articles of Association, the Supervisory Board
has adopted rules of procedure governing the Supervisory Board’s principles and best practices. The rules
of procedure of the Supervisory Board describe the duties, tasks, composition, procedures and decision-
making of the Supervisory Board.
As the Supervisory Board is composed of three (3) Supervisory Directors, pursuant to the Dutch
Corporate Governance Code, the Supervisory Board is not required to establish an audit committee.
Therefore, the Supervisory Board shall not establish an audit committee on or after Settlement. However,
the Supervisory Board shall in accordance with the Dutch Corporate Governance Code apply the practices
and principles that apply for an audit committee that are set out in the rules of procedure of the
Supervisory Board.
At the date of this Annual Report, the provisions in Dutch law, which are commonly referred to as the
“large company regime” (structuurregime), do not apply to the Company. The Company does not intend
to voluntarily apply the “large company regime”.
The Managing Directors have signicant management expertise and combine broad experiences in
complementary areas, including through prior operations and acquisitions in the commercial real estate
industry. The Company believes that the Managing Directors’ reputation, visibility and extensive network
of relationships should, in compliance with the respective commitments and rules incumbent on each
of them, provide the Company with signicant acquisition opportunities to complete the Business
Combination.
As at the date of this Annual Report, the Management Board is composed of the following Managing
Directors:
Name Age Position Member since Term
Mr. Aren van Dam 57 Managing Director 19 May 2021 Indenite period
Mr. Moshe van Dam 55 Managing Director 19 May 2021 Indenite period
Mr. Elisha Evers 42 Managing Director 19 May 2021 Indenite period
Mr. Cor Verkade 55 Managing Director 19 May 2021 Indenite period
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New Amsterdam Invest Annual Report 2021
The relevant experience and curricula vitae of the Managing Directors is included below:
Mr. Aren van Dam (born 1964, Dutch nationality)
Mr. Aren van Dam joined the Company in 2021 at its incorporation and is an experienced executive with
extensive experience in the commercial real estate sector. He has served as managing director of Van
Dam, Van Dam & Verkade B.V. for 23 years since its incorporation in 1998 and built up a substantial track
record over this period. He was appointed to the Management Board on 19 May 2021 and was appointed
Chief Executive Ofcer of the Company in 19 May 2021. Mr. Van Dam studied law at Utrecht University.
He is a member of the board of directors of Van Dam, Van Dam & Verkade B.V. Additionally, he was a
member of the Supervisory Board of Stichting De Nieuwe Poort. Aren van Dam is the brother of Moshe
van Dam, one of the other Managing Directors.
Mr. Arie (Moshe) J. M. Van Dam (born 1966, Dutch nationality)
Mr. Arie J. M. (Moshe) van Dam joined the Company in 2021 at its incorporation and is an experienced
executive with extensive experience in the commercial real estate sector. He has served as managing
director of Van Dam, Van Dam & Verkade B.V. for 23 years since its incorporation in 1998 and built up a
substantial track record over this period. He was appointed to the Managing Board of the Company in 19
May 2021. He is a member of the board of directors of Van Dam, Van Dam & Verkade B.V. Additionally, he
is a member of the Supervisory Board of Stichting Aleh Israel. Moshe van Dam is the brother of Aren van
Dam, one of the other Managing Directors.
Mr. Elisha S. Evers (born 1980, Dutch nationality)
Mr. Evers joined the Company in 2021 at its incorporation and is an experienced executive with extensive
experience in the commercial real estate sector. Mr. Evers joined Ashkenaz B.V. in 2009, at which time
the cooperation between Mr. Evers and the other Promoters commenced. Mr. Evers has over 21 years
of professional experience in the international real estate sector. His area of exposure and experience
covers mainly the Netherlands, Germany, United Kingdom and the United States of America. Mr. Evers
drives the funding and deal ow. He has established a large international network with both national
and international real estate agents and nancial institutions, to generate a valuable ongoing deal ow
and maximise the nancial strategy of any company he is involved with. Mr. Evers has been managing
director of Ashkenaz B.V. since 2009 and has been managing director of certain other real estate
companies owned and managed by the Promoters. Mr. Evers is director of the Salomon Stichting and is a
board member of the ‘Kehilas Ja’akow’ foundation.
Mr. Cornelis (Cor) M. Verkade (born 1967, Dutch nationality)
Mr. Cor Verkade joined the Company in 2021 at its incorporation and is an experienced executive with
extensive experience in the commercial real estate sector. He has served as managing director of Van
Dam, Van Dam & Verkade B.V. for 23 years since its incorporation in 1998 and built up a substantial
track record over this period. Mr. Verkade studied law at Utrecht University as well as political sciences
at Leiden University. He is a member of the board of directors of Van Dam, Van Dam & Verkade B.V.
Additionally he is treasurer of the Dutch Real Estate Association Vastgoed Belang and chairman of one of
its six regions.
The Company believes that the Managing Directors, also being the Promoters, are perfectly placed to
complete the Business Combination and, thereafter, provide added value to the Target. The Managing
Directors envisage to stay on the Management Board of the combined entity for a period of ve (5) years
as of the Business Combination Completion Date on the condition that the Target invites the Managing
Directors to continue to serve on their Management Board.
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New Amsterdam Invest Annual Report 2021
Corporate Social Responsibility
NAI aims to complete a Business Combination with a Target with a clear focus in its core real estate
business that aims to contribute to the objectives of one or more Sustainable Development Goals, as set
by the United Nations General Assembly in 2015 (the UN SDGs). Within this context, the Company sees
an increased focus on sustainability and impact to achieve the UN SDGs e.g. transitioning to sustainable
energy, and reduction of waste.
The Management Board believes that by investing in a more inclusive and sustainable future, a company
can consistently create both long-term economic value and measurable societal impact.
Research and Development
Due to the nature of the Company as a SPAC the Company does not conduct any research and
development activities.
Risk management and control systems
The Management Board has the overall responsibility for the establishment and oversight of the
Company’s risk management framework. The Company’s risk management policies are established to
identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and
to monitor risks and adherence to limits. Furthermore the Management Board is responsible for the
control environment and internal control systems in order to properly manage the strategic, operational
and other risks and uncertainties that could have a material adverse effect on the Company’s business
and day-to-day operations. The applicable risks and uncertainties for the Company are evaluated on a
periodic basis by the Management Board and discussed with the Supervisory Board.
Taken into account the limited size of Company’s activities as a SPAC, the Company has implemented
a set of internal control measures and compliance policies, including amongst others, an authorization
policy, segregation of duties, approval of bank payments, and a reporting and monitoring framework.
Furthermore the Company decided to contract an interim specialist on a daily basis to provide the
Management Board with management reporting, ICT monitoring, and the compilation of the nancial
statements. The review on the internal reporting including the ancial statements has been performed by
a contracted external professional service rm.
The Company is not an operating company and had no business activities since the date of incorporation.
As such there is currently limited-medium credit, liquidity and market risk. Specially because the
Promoter have contractually agreed to pay to the Company, in addition to the Promoter Contribution,
such additional amount corresponding to the outstanding Offering Expenses and Initial Working Capital
until the Business Combination Deadline (“Optional Promotor Contribution”). Furthermore the Company
does not use foreign exchange contracts and/or foreign exchange options and does not deal with such
nancial derivatives. On the balance date, nancial instruments are reviewed to see whether or not an
objective indication exists for the impairment of a nancial asset or a group of nancial assets.
The Company considers the risk of fraud and other dishonest activities within the Company to be limited
inter alia because it does not have any employees that may enrich themselves by misappropriating
resources and the Company does not engage with customers. Moreover, the proceeds from the IPO are
held on an Escrow Account and may only be released under very strict conditions amongst which the
approval of an independent civil law notary. The Company has a set of internal control measures and
compliance policies, including amongst others, an authorization policy, sufcient level of segregation of
duties, approval of bank payments, and a reporting and monitoring framework.
The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a
going concern and maintain an optimal capital structure to reduce the cost of capital. In order to maintain
the Company’s capital structure, The Company may issue new shares to maintain an optimal capital
structure.
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New Amsterdam Invest Annual Report 2021
Risks and Uncertainties
The investment in NAI carries a signicant degree of risk, including risks relating to the Company’s
business and operations, risks relating to the real estate industry, risks relating to the Ordinary Shares
and the Warrants and risks relating to taxation. All of these risk factors may or may not occur.
Below is a summary of our main risks. Particularly risks the Company recognizes as a SPAC prior to the
Business Combination Deadline, the Company’s risk appetite and the likelihood and potential impact
thereof. Further reference is made to the description of risks relating to the Company included in the
Prospectus, particularly risks that may be of relevance to the Company after the completion of a Business
Combination, risks relating to the Company’s securities, and risks related to the Managing Directors and
the Promoters. Additional risks not known to us, or currently believed not to be material, could later
turn out to have a material impact on the current Company’s business, revenue, assets, liquidity, capital
resources or net income. The Company’s risk management objectives and policies are consistent with
those disclosed in the Prospectus.
The order in which the risks are presented is not necessarily an indication of the likelihood of the risks
actually materialising, of the potential signicance of the risks or of the scope of any potential negative
impact to the Company’s business, nancial condition, results of operations and prospects. While the risk
factors below have been divided into the most appropriate category, some risk factors could belong in
more than one category and shareholders should carefully consider all of the risk factors set out.
Strategic Risks
Risk description (in summary) Risk Potential
Appetite Likelihood impact
The Company’s future operations will be subject to risks medium medium high
associated with the commercial real estate sector
The Company may face signicant competition medium high high
for Business Combination opportunities
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New Amsterdam Invest Annual Report 2021
The Company’s future operations will be subject to risks associated with the commercial real
estate sector
The Company is focusing its search for a potential Target on acquiring a Target active as an operating
company in the real estate sector, operating in Europe, United Kingdom and/or United States. Because
the Company has not yet identied any specic Target, it cannot provide specic risks of any Business
Combination. However, risks inherent in operations and investments in the commercial real estate sector
in the areas as specied may include, but are not limited to, the following:
• adverse changes in international, national, regional or local economic, demographic and market conditions;
• adverse changes in nancial conditions of tenants, buyers and sellers of properties;
• the Target’s business model may be affected by general economic, political and societal developments in
Europe (including the United Kingdom) or the United States, which may have a direct negative impact on
its real estate operations;
• reductions in the level of demand for commercial space, and changes in the relative popularity of
properties;
• uctuations in interest rates, which could adversely affect the Company’s ability, or the ability of tenants
and buyers of properties, to obtain nancing on favourable terms or at all;
• unanticipated increases in operating expenses, including, without limitation, insurance costs, labour
costs, construction materials, energy prices and costs of compliance with laws, regulations and
governmental policies;
• operating results will be adversely affected if delays in completions of (re-)development properties and
rent-up of properties and are unable to achieve and sustain high occupancy rates at favourable rental
rates;
• development activities may be more costly than anticipated or result in unforeseen liabilities and
increases in costs;
• estimated real estate values reected in a Target’s nancial statements are inherently subjective and
uncertain and may not reect what the properties could be sold for in an actual transaction;
• changes in, and changes in enforcement of, laws, regulations and governmental policies, including,
without limitation, health, safety, environmental, zoning and tax laws and governmental scal policies,
and changes in the related costs of compliance with laws, regulations and governmental policies;
• litigation and other legal proceedings;
• the ability to effectively adopt or adapt to new or improved technologies;
• environmental risks; and
• civil unrest, labour strikes, acts of God, including earthquakes, oods and other natural disasters and
acts of war or terrorism, which may result in uninsured losses.
The Company may face signicant competition for Business Combination opportunities
There may be signicant competition in on or more of the Business Combination opportunities that
the Company may explore. Such competition may for example come from strategic buyers, public and
private investment funds, sovereign wealth funds and other real estate operating companies, many of
which are well established and have extensive experience in identifying and completing acquisitions and
Business Combinations. A number of these competitors may possess greater technical, nancial, human
or other resources than the Company. Furthermore, these competitors may not require the approval
of a shareholders’ meeting of a publicly listed company and therefore may be able to facilitate a more
expedited acquisition process. Any of these or other factors may place the Company at a competitive
disadvantage in successfully negotiating or completing an attractive Business Combination. There cannot
be any assurance that the Company will be successful against such competition. This competition may
result in a potential Target seeking a different buyer after all, whilst the Company may be left with
substantial unrecovered transaction costs, legal costs or other expenses. Please also see the Risk Factor:
“The ability of the Company to negotiate a Business Combination on favourable terms could be affected
by the fact that a potential Target may very well be aware that the Company must complete a Business
Combination by the Business Combination Deadline”.
Such competition may also result in the Business Combination being made at a signicantly higher
price than would otherwise have been the case, meaning that the investment of the Company’s
investors may be less favourable relative to a direct investment, if such opportunity were available,
in a Target. Any prospective investor’s return on investment may be materially adversely impacted by
any such competition. Please also see the Risk Factor as described below: “There is no assurance that
the Company will identify suitable Business Combination opportunities by the Business Combination
Deadline”.
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New Amsterdam Invest Annual Report 2021
Operational Risks
Risk description (in summary) Risk Potential
Appetite Likelihood impact
There is no assurance that the Company will identify low low high
suitable Business Combination opportunities
by the Business Combination Deadline
The ability of the Company to negotiate a Business low high medium
Combination on favourable terms could be affected by
the fact that a potential Target may very well be aware
that the Company must complete a Business Combination
by the Business Combination Deadline
The Company may be qualied as an
low low high
alternative investment fund
If third parties bring claims against the Company, medium low high
the amounts held in the Escrow Account could be
reduced and the Ordinary Shareholders could receive
less than € 10.00 per Ordinary Share (or even zero)
Following the Offering, the meeting of holders of low low high
Priority Shares will be in a position to exert inuence over
the Company by exercising its rights as holder of the Priority
Shares. The interest of the Stichting may differ from the
interests of the Company’s other Shareholders.
The Company’s success is dependent upon a small high medium high
group of individuals and other key personnel
There is no assurance that the Company will identify suitable Business Combination
opportunities by the Business Combination deadline
The success of the Company’s business strategy is dependent on its ability to identify sufcient suitable
Business Combination opportunities. The Company believes it is appropriately prepared to nd a suitable
Business Combination opportunity. However, the Company cannot estimate how long it will take to
identify suitable Business Combination opportunities or whether it will be able to identify any suitable
Business Combination opportunities at all by the Business Combination Deadline. If the Company fails
to complete a Business Combination, it may be left with substantial unrecovered transaction costs,
potentially including substantial break fees (which may amount to a percentage of deal value), costs of
nancial and legal advisers, accountants and auditors. Furthermore, even if an agreement is reached
relating to a Business Combination, the Company may fail to complete such Business Combination for
reasons beyond its control, including that shareholders of that Target do not approve the transaction,
or a required regulatory condition is not obtained, or other conditions precedent for completion for the
Business Combination are not fullled. These reasons also include the situation that more than 30% of
the Ordinary Shareholders participating in the BC-EGM vote against the proposed Business Combination.
Any such event will result in a loss to the Company of the related costs incurred, which could materially
adversely affect subsequent attempts to identify and acquire a signicant stake in another Target.
Moreover, if the Company fails to complete the Business Combination by the Business Combination
Deadline, the Liquidation as dened below will occur and the amounts then held in the Escrow
Account, less the Reserved Amount, less negative interest, will be distributed, after payment of the
Company’s creditors and settlement of its liabilities, in accordance with the Liquidation Waterfall. In such
circumstances, there can be no assurance as to the particular amount or value of the remaining assets
at such future time of any such distribution either as a result of costs from an unsuccessful Business
Combination or from other factors, including disputes or legal claims which the Company is required to
pay out, the cost of the Liquidation and dissolution process, applicable tax liabilities or other amounts due
to third-party creditors.
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New Amsterdam Invest Annual Report 2021
Upon distribution of assets in the context of the (i) dissolution and liquidation of the Company and (ii)
delisting of the Ordinary Shares and Warrants (the “Liquidation”), such costs and expenses may result
in Ordinary Shareholders receiving less than € 10.00 per Ordinary Share and Warrant, and in investors
who acquired Ordinary Shares or Warrants after the First Trading Date potentially receiving less than they
invested. Please also see the Risk Factor: The ability of the Company to negotiate a Business Combination
on favourable terms could be affected by the fact that a potential Target may very well be aware that the
Company must complete a Business Combination by the Business Combination Deadline.
The ability of the Company to negotiate a Business Combination on favourable terms could be
affected by the fact that a potential Target may very well be aware that the Company must
complete a Business Combination by the Business Combination Deadline
If the Company fails to complete a Business Combination prior the Business Combination Deadline,
the Company may suffer signicant nancial disadvantages. As a result, as the Business Combination
Deadline approaches, the pressure will increase on the Company to complete a Business Combination in
the time remaining. Sellers of potential Targets are most likely aware that the Company must complete
a Business Combination by the Business Combination Deadline, or it will wind up and liquidate (the
“Liquidation Event”). Consequently, such Targets and the relevant sellers may obtain leverage over the
Company in negotiating a Business Combination, knowing that if the Company does not complete a
Business Combination with that Target within the Business Combination Deadline, the Company may
be unable to complete a Business Combination with any Target within that deadline. This risk increases
as the Company gets closer to the Business Combination Deadline. This could affect the ability of the
Company to negotiate a Business Combination on favourable terms and disadvantage the Company
against other potential buyers. Consequently, the Company may be unable to complete a Business
Combination or, when it does, the effective return on investment for Shareholders may be low or non-
existent. In addition, there may also be signicant pressure on the Company to complete a Business
Combination in a scenario where there are not sufcient funds or time available to abandon negotiations
with the sellers of potential Targets and start the process of seeking an alternative Business Combination.
This may adversely affect any return on investment for Shareholders.
The Company may be qualied as an alternative investment fund
The Company is convinced that it does not qualify as an investment undertaking known as “AIF” under
the European Alternative Investment Fund Managers Directive (2011/61/EU). This is because until
Business Combination, the Company will not invest the proceeds of the Offering, and after Business
Combination, it will be a holding company of business operations. There is however no denitive guidance
from national or EU-wide regulators, including the AFM, on whether SPACs like the Company qualify as
AIFs and whether they are subject to the national legislation implementing this directive in any relevant
EU member state and the Netherlands in particular. As such, the AFM may, in the future, nd that the
Company qualies as an AIF, in which case the Company could be subject to regulatory and could be
required to comply with requirements relating to risk management, minimum capital, the provision
of information, governance and other matter, which may be burdensome and may make it difcult to
conduct its business or complete a Business Combination. Any of the foregoing could have a material
adverse effect on the Company’s business, nancial condition, results of operations and prospects.
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New Amsterdam Invest Annual Report 2021
If third parties bring claims against the Company, the amounts held in the Escrow Account
could be reduced and the Ordinary Shareholders could receive less than € 10.00 per Ordinary
Share (or even zero)
Although the Company placed all of the Proceeds in the Escrow Account, this may not protect those funds
from third party claims. There is no guarantee that all prospective Targets, sellers or service providers
appointed by the Company will agree to execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to any monies held in the Escrow Account, or if executed, that this
will prevent such parties from making claims against the Escrow Account. The Company may also be
subject to claims from tax authorities or other public bodies that will not agree to limit their recourse
against funds held in the Escrow Account. Accordingly, the amounts held in the Escrow Account may be
subject to claims which would take priority over the claims of the Ordinary Shareholders and, as a result,
the per-Ordinary Share liquidation amount could be less than € 10.00 (or even zero) due to claims of
such creditors. In any insolvency or liquidation proceeding involving the Company, the funds held in
the Escrow Account will be subject to applicable insolvency and liquidation law, and may be included in
the Company’s estate and subject to claims of third parties with priority over the claims of the Ordinary
Shareholders such as the tax authorities or employees. To the extent such claims deplete the amounts
held in the Escrow Account, the per Ordinary Share liquidation amount could be less than € 10.00 or even
zero due to claims of such creditors. In addition, any funds held in the Escrow Account will be exposed to
the credit risk of the bank at which the Escrow Account is held.
Following the Offering, the meeting of holders of Priority Shares will be in a position to exert
inuence over the Company by exercising its rights as holder of the Priority Shares. The
interest of the Stichting may differ from the interests of the Company’s other Shareholders.
Dutch law recognises the legitimate interest of a Dutch company to use protective measures if this is
in the interest of the Company. The issuance of Priority Shares to a foundation (stichting) formed pre-
IPO is a known protective measure in the Netherlands. The stichting was incorporated on 1 June 2021.
The following individuals form the Management Board of the Stichting as of the date of incorporation
of the Stichting: Mr. Jan Louis Burggraaf, Mr. Elbert Dijkgraaf and Mr. Paul Steman. The object of the
Stichting is to promote the interests of the Company, the enterprise afliated with it and all involved, and
to resist, among other things, as much as possible all inuences, which could threaten the continuity,
independency, nancial stability or identity that are conicting with those interests. The Stichting shall
pursue its object by exercising the rights attached to the Priority Shares. The Stichting’s votes on the
decisions of the Management Board set out below, may deviate from the votes cast by the Management
Board and Supervisory Board in the event the Stichting deems this to be in the interest of the Company
and the enterprise afliated with it. The following decisions of the Management Board require the
approval of the meeting of holders of Priority Shares:
(A) subject to the approval of the Supervisory Board: (i) the issuance of shares, (ii) the restriction or
exclusion of pre-emptive rights of shares, (iii) the amendment of the Articles of Association, (iv) the
reservation of the prots or the distribution of any prots as it appears from the adopted annual
accounts, and (v) the distribution from the Company’s reserves; and
(B) (i) a proposal for legal merger and legal demerger, (ii) a proposal for Liquidation of the Company, and
(iii) the exercise of voting rights on the shares in a subsidiary of the Company or shares which are
considering a participation (deelneming).
In addition to the above approval rights, the meeting of holders of Priority Shares has a binding
nomination right with respect to the appointment of Supervisory Directors. Taken the above into
consideration, the Stichting may also discourage or prevent takeover attempts. Furthermore, the
interests of the Stichting could deviate from the interests of the Company’s other Shareholders.
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New Amsterdam Invest Annual Report 2021
The Company’s success is dependent upon a small group of individuals and other key
personnel
The Company’s success depends, in part, on the performance of a small group of individuals, including
in particular the Managing Directors, also being the Promoters. The Managing Directors each possess
signicant (joint) experience in targeting potential business opportunities in the commercial real estate
sector. The Managing Directors, also being the Promoters, are of key importance for the identication
of potential Business Combination opportunities and to complete the Business Combination. The loss of
any of these Managing Directors could materially adversely impact the Company’s business, its business
relationships, its reputation and its ability to complete a Business Combination. This risk is mitigated
by the fact that the Company has a pro-active Supervisory Board. The members thereof, Mr Jan Louis
Burggraaf (Chairman), Mr. Elbert Dijkgraaf and Mr. Paul Steman are very well placed to supervise the
Company and its affairs, and the completion of a Business Combination in particular. The Company
furthermore hired a part-time professional staff (nance director and an ofce manager) and contracted
several professional services rms. They provide the Company with accounting and advisory services,
legal services and tax advisory services.
Compliance Risks
Risk description (in summary) Risk Potential
Appetite Likelihood impact
The Company intends to complete the Business medium medium high
Combination with a single Target, meaning the
Company’s operations may depend on a single business
or company that is likely to operate in a non-diverse
industry or segment of an industry
The Company does not comply with all best practice medium low medium
provisions of the Dutch Corporate Governance Code
Managing Directors may allocate their time to other medium low high
businesses leading to potential conicts of interest
in their determination as to how much time to devote
to the Company’s affairs, which could have a negative
impact on the Company’s ability to complete the
Business Combination
Damage to the reputation of the Company or the low low high
Promoters (or any of their afliates) may
materially adversely affect the Company
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New Amsterdam Invest Annual Report 2021
The Company intends to complete the Business Combination with a single Target, meaning the
Company’s operations may depend on a single business or company that is likely to operate in
a non-diverse industry or segment of an industry
The Company has formulated a business strategy with certain criteria and consideration for selecting
and evaluating prospective Targets. Although the Company explicitly retains the exibility to propose
to its shareholders a Business Combination with a potential Target that does not meet one or more of
the criteria and considerations used by the Company, the Company in any event intends to complete
the Business Combination with one single Target. Accordingly, the prospects of the Company’s success
after the Business Combination will depend solely on the performance of a single Target. As a result,
the returns for shareholders may be adversely affected in case no growth in the value of the Target is
achieved, or in case of a write down of the value of the Target or any of its material assets, after the
Business Combination. Accordingly, the risk of investing in the Company could be greater than investing
in a more diversied entity that owns or operates a range of businesses, active in a range of sectors. The
Company’s future performance and ability to achieve positive returns for shareholders would therefore
be solely dependent on the subsequent performance of the Target. There can be no assurance that the
Company will be able to propose effective operational and commercial strategies, including improvement
programs and restructurings, for any Target in which the Company acquires a signicant stake and, to the
extent that such strategies are proposed, there can be no assurance they will be implemented effectively.
In case these strategies do not have the intended result, the business, development, nancial condition,
results of operations and prospects of the Company and the Target following Business Combination could
be negatively affected.
The Company is not obligated to and does not comply with all best practice provisions of the
Dutch Corporate Governance Code
The Company is subject to the Dutch Corporate Governance Code, which contains both principles and
best practice provisions for the Management Board, the Supervisory Board, the shareholders and the
General Meeting. The Dutch Corporate Governance Code is based on a “comply or explain” principle.
Accordingly, the Company is required to disclose in its publicly led Report of the Management Board,
whether or not it complies with the various provisions of the Dutch Corporate Governance Code. If the
Company does not comply with one or more of those provisions (e.g. because the Company does not
have an operating business prior to the Business Combination), it is required to explain the reasons for
such non-compliance in the management report. The Company acknowledges the importance of good
corporate governance. However, the Company may not comply with all the provisions of the Dutch
Corporate Governance Code because the Company believes that such provisions do not reect customary
governance practices of special purpose acquisition companies such as the Company. This could affect a
Shareholder’s rights and the shareholders may not have the same level of protection as a shareholder in
a Dutch company that fully complies with the Dutch Corporate Governance Code.
Managing Directors may allocate their time to other businesses leading to potential conicts of
interest in their determination as to how much time to devote to the Company’s affairs, which
could have a negative impact on the Company’s ability to complete the Business Combination
Although the Managing Directors intend to spend signicant amounts of time to pursue the Company’s
objectives, the Company cannot force the Managing Directors to commit their full time to the Company’s
affairs. This could create a conict of interest for the Managing Directors when allocating their time
between the Company’s operations and their other commitments. The Company does not intend to
have any full-time employees prior to the Business Combination Completion Date. If the other business
activities of the Managing Directors require them to devote substantially more time to such activities than
currently expected, this could limit their ability to devote time to the Company’s activities. This limited
availability may have a negative impact on the Company’s ability to complete the Business Combination.
As a consequence, the Company may be unable to complete a Business Combination or, when it does, the
effective return on investment for Shareholders may be low or non-existent.
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New Amsterdam Invest Annual Report 2021
Damage to the reputation of the Company or the Promoters (or any of their afliates) may
materially adversely affect the Company
The ability of the Company to complete the Business Combination and to perform its operations is
in part dependent on the reputation of the Promoters (and any of their afliates). Although none of
the Promoters is aware of any facts or circumstances that may negatively affect their reputation, the
Promoters cannot offer any assurance that they will not be exposed to reputational risks resulting from
events, including but not limited to, litigation, allegations of misconduct or other negative publicity or
press speculation, which, whether or not accurate, may damage their reputation and, ultimately, the
reputation of the Company. Any such damage may negatively impact the business, development, nancial
condition, results of operations and prospects of the Company.
Reporting and Financial Risks
Risk description (in summary) Risk Potential
Appetite Likelihood impact
The Company will be constrained by the potential medium medium high
need to nance repurchases of Ordinary Shares in
connection with a Business Combination
Resources may be used in researching potential low high medium
Targets while such research does not lead to the
consummation of a Business Combination, which could
materially and adversely affect subsequent attempts
to achieve a Business Combination
The Company may need to arrange third-party nancing low low low
and there can be no assurance that it will be able
to obtain such nancing, which could compel the
Company to restructure or abandon a particular
proposed Business Combination
The Company may be subject to foreign investment high medium high
and exchange risks
The market for the Ordinary Shares or the Warrants high high medium
may not be active and liquid, which may adversely
affect the liquidity and price of the Ordinary Shares
and the Warrants
Each Warrant will only be converted into Ordinary low low medium
Shares upon completion of the Business Combination
and the price of the Ordinary Shares reaching
the Share Price Hurdle
Each Warrant converts into less than one Ordinary Share low low medium
Ordinary Shareholders may not be able to realise medium medium high
returns on their investment in Ordinary Shares and
Warrants within a period that they would consider
to be reasonable
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New Amsterdam Invest Annual Report 2021
The Company will be constrained by the potential need to nance repurchases of Ordinary
Shares in connection with a Business Combination
The Company may only proceed with a Business Combination if it can conrm that it has sufcient
nancial resources to pay the cash consideration required for such Business Combination plus all amounts
due to the Dissenting Shareholders. Considering that a Business Combination only requires a majority of
at least 70% of the votes of the Shareholders cast at the BC-EGM, subject to the Business Combination
Quorum, a Business Combination could be approved with Dissenting Shareholders representing up to
30% of votes cast at the BC-EGM.
At the time the Company enters into an agreement for the Business Combination, it will not know how
many Dissenting Shareholders may exercise their rights to sell their Ordinary Shares to the Company.
Therefore the Company will need to structure the Business Combination transaction based on its
expectations as to the number of Ordinary Shares that will re-sold to the Company. If a larger than
expected number of Ordinary Shares is submitted for resell, the obligation to repurchase Ordinary Shares
from the Dissenting Shareholders may result in the Company not having sufcient funds to complete a
Business Combination or in the Company needing to restructure the Business Combination transaction.
Financing the repurchase of Ordinary Shares held by Dissenting Shareholders could constrain the amount
the Company is able to pay in acquiring the Target, increase its nancing costs or require the Company
to seek Ordinary Shareholders’ concessions prior to proposing a potential Business Combination. Please
also see the Risk Factor: “The Company may need to arrange third-party nancing and there can be no
assurance that it will be able to obtain such nancing, which could compel the Company to restructure or
abandon a particular proposed Business Combination”.
The above considerations may limit the Company’s ability to complete the Business Combination
in the most favourable way, make it difcult to optimise its capital structure and may increase the
probability that the Business Combination will be unsuccessful. This may negatively impact the business,
development, nancial condition, results of operations and prospects of the Company.
Resources may be used in researching potential Targets while such research does not lead
to the consummation of a Business Combination, which could materially and adversely affect
subsequent attempts to achieve a Business Combination
The investigation of a specic Target and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention
and substantial costs for accountants, auditors, lawyers, consultants and other advisors. If the Company
decides not to complete a specic Business Combination, the costs incurred up to that point for the
proposed transaction would likely not be recoverable. Furthermore, if the Company reaches an agreement
relating to a specic Target, the Company may fail to complete the Business Combination for any number
of reasons including those beyond the Company’s control. These reasons include the situation that more
than 30% of the Ordinary Shareholders participating in the BC-EGM vote against the proposed Business
Combination. The voting threshold could be even higher than 70% depending on the type of transaction
or other resolutions that may need to be passed in order to effect the Business Combination. For
example, and only to the extent such rules would become or would be held applicable, if a shareholder,
or shareholders that are considered to be acting in concert, of the Target would acquire more than
30% of the voting rights in the Company, the prior approval by a majority of at least 90% of the votes
cast at the BC-EGM would be required to approve the use of the mandatory bid exemption under Dutch
law for each of such shareholders. As such, if initially more than 10% of the shareholders participating
in the BC-EGM vote against the use of the mandatory bid exemption, the Company may need to invest
additional resources and will likely have to incur additional costs to obtain the required approval in this
respect.
Any such event will result in a loss to the Company of the related costs incurred which could materially
adversely affect subsequent attempts to locate and acquire or merge with another Target, and as such
may negatively impact the business, development, nancial condition, results of operations and prospects
of the Company.
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New Amsterdam Invest Annual Report 2021
The Company may need to arrange third-party nancing and there can be no assurance that
it will be able to obtain such nancing, which could compel the Company to restructure or
abandon a particular proposed Business Combination
Although the Company has not yet identied any specic prospective Target and cannot currently predict
the amount of additional capital that may be required, the net Proceeds of the Offering, and the Initial
Working Capital provided by the Promoters may not be sufcient to complete the Business Combination.
If the Company has insufcient funds available, the Company could be required to seek additional
nancing, including by issuing debt securities or securing debt nancing. Lenders may be unwilling to
extend debt nancing to the Company on attractive terms, or at all. If the Company incurs additional
indebtedness in connection with the Business Combination, this could present additional risks, including
the imposition of operating restrictions or a decline in post-Business Combination operating results, due
to increased interest expense, or have an adverse effect on the Company’s access to additional liquidity,
particularly if there is an event of default under, or an acceleration of, the Company’s indebtedness.
In addition, the Company may need to raise additional equity. The occurrence of any of these events
may dilute the interests of Shareholders and/or negatively impact the business, development, nancial
condition, results of operations and prospects of the Company.
To the extent additional nancing is necessary to complete a Business Combination and such nancing
remains unavailable or only available on terms that are unacceptable to the Company, the Company may be
compelled to either restructure or abandon a proposed Business Combination, or proceed with the Business
Combination on less favourable terms, which may adversely affect any return for Shareholders. Even if
additional nancing is not required to complete the Business Combination, the Company may subsequently
require such nancing to implement operational improvements in the Target. The failure to secure
additional nancing or to secure such additional nancing on terms acceptable to the Company could have
a material adverse effect on the continued development or growth of the Target. None of the Promoters
or any other party is required to provide any nancing to the Company in connection with, or following,
the Business Combination. In any event, the proposed funding of the consideration due for the Business
Combination will be disclosed in the shareholder circular published in connection with the BC-EGM.
The Company may be subject to foreign investment and exchange risks
The Company’s functional and presentational currency is the euro. As a result, the Company’s
consolidated nancial statements will carry the Company’s balance sheet and operational results in
euro. As the Company intends to focus on Targets with principal operations in Europe, preferably in the
Netherlands, Germany and the United Kingdom, or the United States, it is possible that a potential Target
denominates its nancial information in a currency other than the euro and conduct operations or make
sales in currencies other than euro. When consolidating a Target that has functional currencies other
than the euro, the Company will be required to translate, inter alia, the balance sheet and operational
results of such business or company into euro. Due to the foregoing, changes in exchange rates between
euro and other currencies could lead to signicant changes in the Company’s reported nancial results
from period to period. Among the factors that may affect currency values are trade balances, levels of
short-term interest rates, differences in relative values of similar assets in different currencies, long-term
opportunities for investment and capital appreciation and political or regulatory developments. Although
the Company may seek to manage its foreign exchange exposure, including by active use of hedging and
derivative instruments, there is no assurance that such arrangements will be entered into or available at
all times when the Company wishes to use them or that they will be sufcient or effective to cover the
risk. The Company being subject to foreign investment and exchange risks could negatively impact the
business, development, nancial condition, results of operations and prospects of the Company.
The market for the Ordinary Shares or the Warrants may not be active and liquid, which may
adversely affect the liquidity and price of the Ordinary Shares and the Warrants
There is currently a limited market for the Ordinary Shares and the Warrants. The price of the Ordinary
Shares and the Warrants can vary due to general economic conditions and forecasts, the general business
condition of the Company as well as the release of nancial information by the Company. Although the
current intention of the Company is to maintain a listing on Euronext Amsterdam for each of the Ordinary
Shares and the Warrants, there can be no assurances that the Company will be able to maintain such
listing in the future. In addition, the market for the Ordinary Shares and the Warrants may not develop
into an active trading market and/or maintain such active market. Investors may be unable to sell their
Ordinary Shares and/or Warrants unless a viable market can be established and maintained.
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New Amsterdam Invest Annual Report 2021
Each Warrant will only be converted into Ordinary Shares upon completion of the Business
Combination and the price of the Ordinary Shares reaching the Share Price Hurdle
The Warrants are converted automatically and mandatorily only when both (i) the Business Combination
Completion Date has occurred and (ii) the Share Price Hurdle has occurred. Any Warrants which are
not converted will lapse without value. Also, any Warrants not converted within ve years after the
Business Combination Completion Date, will lapse without any payment being made to the holders
of such Warrants and will, effectively, result in the loss of the holder’s entire investment in relation to
the Warrants. The market price of the Warrants may be volatile and there is a risk that they become
valueless.
Each Warrant converts into less than one Ordinary Share
Under the respective terms and conditions of the Warrants, in accordance with the Warrant Conversion
Ratio each Warrant converts into 0.15 Ordinary Share. No fractional shares will be transferred upon
the conversion of the Warrants. Upon the conversion of the Warrants, any Warrant Holder who would
be entitled to receive a fractional interest in an Ordinary Share based on the number of Warrants held,
will be granted Ordinary Shares rounded down to the nearest whole number of Ordinary Shares to be
transferred to the respective Warrant Holder. Hence, a single Warrant will not be converted other than
together with, and at the same time as, such a number of Warrants that, pursuant to the Warrant
Conversion Ratio, entitles such Warrant Holder to a minimum of one Ordinary Share. Any single Warrant
or a number of Warrants that cannot be converted into Ordinary Shares as a result of this conversion
mechanism, such Warrant or Warrants may effectively be without value to its holders in particular on or
close to the expiration date of the Warrants (which will be on the rst Business Day after the fth (5th)
anniversary of the Business Combination Completion Date).
Ordinary Shareholders may not be able to realise returns on their investment in Ordinary Shares and
Warrants within a period that they would consider to be reasonable
Investments in Ordinary Shares and Warrants may be relatively illiquid. There may be a limited number
of Ordinary Shares, Ordinary Shareholders, Warrants and Warrant Holders, which may contribute both to
infrequent trading in the Ordinary Shares and the Warrants on Euronext Amsterdam and to volatile price
movements of the Ordinary Shares and the Warrants. The Ordinary Shareholders should not expect that
they will necessarily be able to realise their investment in Ordinary Shares and Warrants within a period
that they regard reasonable. Accordingly, the Ordinary Shares and the Warrants may not be suitable
for short-term investment purposes. Even if an active trading market develops, the market price for the
Ordinary Shares and the Warrants may fall below the Offer Price.
Dutch Corporate Governance Code
The Company is subject to the Dutch Corporate Governance Code, which contains principles and best
practice provisions that regulate relations between the Management Board, the Supervisory Board and
the shareholders (including the general meeting of shareholders). As a Dutch Company with a registered
ofce in the Netherlands, which shares are admitted to listing and trading on Euronext Amsterdam, a
regulated market operated by Euronext Amsterdam N.V., the Company should comply with the Dutch
Corporate Governance Code and is required to disclose in its Annual Report to what extent the Company
complies with the principles and best practices of the Dutch Corporate Governance Code, and where
it does not. If the Company does not comply with certain principles and/or best practices it must
explain why it deviates from the Dutch Corporate Governance Code. Prior to completing the Business
Combination, the Company is not involved in any other activities than the preparation of the Offering
and the Business Combination. The Company intends to tailor its Dutch Corporate Governance Code
compliance to the situation after the Business Combination Completion Date and will, until such time, not
comply with a number of best practice provisions. Please see below the list of deviations from the Dutch
Corporate Governance Code below:
Principle 1.3: internal audit function
Because of the limited size of the Company and the limited number of transactions of the Company
the Management Board in consultation with the Supervisory Board did not set up an internal audit
department nor appointed an internal auditor. The Supervisor Directors will remain involved in the
external audit function as set out in best practice 1.3.1 to 1.3.5
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New Amsterdam Invest Annual Report 2021
Best practice provision 1.3.1: Appointment and Dismissal
The Company has not established an internal audit department nor appointed a senior internal auditor.
See for an explanation of this deviation principle 1.3.
Best practice provision 1.3.2: Assessment of the internal audit function
The Company has not established an internal audit department nor appointed a senior internal auditor.
See for an explanation of this deviation principle 1.3.
Best practice provision 1.3.3: Internal audit plan
The Company has not established an internal audit department. See for an explanation of this deviation
principle 1.3.
Best practice provision 1.3.4: Performance of work
The Company has not established an internal audit department. See for an explanation of this deviation
principle 1.3.
Best practice provision 1.3.5: Reports of ndings
The Company has not established an internal audit department. See for an explanation of this deviation
principle 1.3.
Best practice provision 2.1.5 en 6: Diversity
The Company has a diversity policy that has been established pursuant to best practice provision 2.1.5
of the Dutch Corporate Governance Code. The diversity policy applies to the Management Board and
the Supervisory Board. The Company recognises the importance of diversity within the composition of
the Management Board and the Supervisory Board. The Company believes that a diverse composition
contributes to balanced decision-making and a proper functioning of the Management Board and
the Supervisory Board. The purpose of this diversity policy is therefore to lay down the aspects and
objectives of diversity within the Company and the intended implementation and reporting on it.
The Company presently does not have a diversity target for the male /female ratio for the Management
Board or the Supervisory Board. When selecting the Managing Directors and Supervisory Directors, the
available persons that met the requirements of skill, expertise and afliation for a position on the
Management Board and Supervisory Board at that moment happened to be all male. The Company keeps
striving to have a diverse Management Board and Supervisory Board. The Company will not conduct
any business prior to a Business Combination and does not intend to appoint any additional Managing
Directors and Supervisory Directors until the Business Combination, as such the Company does not have
a diversity policy in place.
Best practice provision 2.2.6; 2.2.7 and 2.2.8: Evaluation by the Supervisory Board, Evaluation
of the Management Board and accountability
Within 12 months folowing the settlement date, a Supervisory Board meeting will be held without the
members of the Management Board, such as the meeting where the Supervisory Board will discuss its
own functioning and the functioning of the Management Board including the reporting as such.
Best practice provision 2.3.10: Secretary to the Supervisory Board
The Supervisory Board has not yet appointed a secretary to the Supervisory Board but intends to once a
qualied individual is identied in the future once a Business Combination is concluded.
Best practice provision 2.5.2: Code of Conduct
Given the limited size of the Company, the Company does not have a code of conduct.
Best practice provision 2.5.5: Accountability regarding culture
Given the limited size of the Company, this best practice provision will not be applied.
Best practice provision 2.7.1: Preventing conicts of interest
The Managing Directors own a real estate company in private Van Dam, Van Dam & Verkade B.V.. The
main objective of NAI is to acquire a signicant stake in a Target active as an operating company in the
commercial real estate sector as well with principal operations in the same areas. Therefore, the risk of
a potential conicts of interest can exist, the Management Board is not only fully aware of this risk but is
also strictly monitored on this potential risk by the Supervisory Board.
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New Amsterdam Invest Annual Report 2021
Best practice provision 2.7.4 Accountability regarding transactions: Management Board and
Supervisory Board members.
The pre-incorporation expenses of NAI to the amount of € 72,784 have been paid by the Promoters,
being the Managing Directors. These expenses have been charged to NAI on an arm’s length basis and
approved by the Supervisory Board.
Best practice provision 3.4.1: Remuneration report
We refer to the Remuneration Report as included in this report.
Takeover Directive
In the context of the EU Takeover Directive Decree, the following notications must be given insofar as
they are not included in this annual report.
The structure Company’s capital
We refer to the paragraph “capital structure” as included in this report.
Restrictions on the transfer of securities
Other than the Priority Shares that have been issued to the Stichting, the Company does not have
any anti-takeover measures in place and does not intend to do so. For further details we refer to the
paragraph “capital structure” as included in this Report of the Management Board.
On 25 June, the Company, the Promoters, together with relevant entities afliated to the Promoters that
are a party to the Shareholders’ Agreement and their jointly owned holding company NAIP Holding, have
entered into a shareholders’ agreement (the Shareholders’ Agreement). The Shareholders’ Agreement
governs the relationship between: (i) the Promoters and NAIP Holding (being the direct shareholder
in the Company); and (ii) the Promoters and the Company. This with a view to govern the Promoters’
respective capacities as direct shareholders of NAIP Holding and as indirect shareholders of the Company.
Pursuant to the Shareholder’s Agreement, NAIP Holding will be bound by a lock-up agreement vis-à-
vis the Company with respect to (i) the Promoter Shares for a period of six (6) months following the
Business Combination Completion Date; (ii) the Ordinary Shares obtained by it as a result of converting
the Promoter Shares for a period from the date of the conversion until six (6) months thereafter; (iii)
the Ordinary Shares and Warrants acquired as part of the Cornerstone Investment for a period of six
(6) months following the Business Combination Completion Date; and (iv) the Ordinary Shares obtained
by it as a result of exercising the Warrants acquired as part of the Cornerstone Investment for a period
from the date of the exercise until six (6) months thereafter. The Promoters have furthermore agreed in
the Shareholders’ Agreement to contractually restrict their right to transfer their shares in NAIP Holding,
which restrictions can only be waived in exceptional circumstances.
Signicant direct and indirect shareholdings
As of the date of this report the Company is not familiar with signicant direct and indirect shareholdings
within the meaning of Article 85 of Directive 2001/34/EC.
The holders of any securities with special control rights
We refer to the holders of the Priority Shares as described before in the paragraph “capital structure” as
included in this report.
Employee share scheme
The Company does not have employees, nor did the Company implement a system of control of any
employee share scheme
Restrictions on voting rights
The Promoters have agreed that they will not vote on their Promoter Shares at the BC-EGM on a
resolution to effect a Business Combination.
Restrictions on the transfer of shares as agreed between shareholders
The Company is not familiar with any restriction on the transfer of shares as agreed between
shareholders, other than set out above under ‘Restrictions on the transfer of securities.
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New Amsterdam Invest Annual Report 2021
Rules governing the appointment and replacement of board members
The Management Board shall be composed of one or more managing directors. The number of managing
directors shall be four (4) unless otherwise determined and approved by the Supervisory Board. The
members of the Management Board shall be appointed by the general meeting from a binding nomination
for each vacancy, which nomination shall be drawn up by the Supervisory Board, with due observance of
article 2:133 of the Dutch Civil Code. Members of the Management Board may be suspended or dismissed
at any time by the general meeting (the corporate body formed by those in whom as shareholder or
otherwise the voting rights are vested or a meeting of such persons, or their representatives and other
persons holding meeting rights).
The Supervisory Board shall consist of at least three members. The Supervisory Directors shall be
appointed by the general meeting from a binding nomination for each vacancy, which shall be drawn
up by the meeting of holders of priority shares, with due observance of article 2:142 paragraph 2 and
article 2:133 paragraph 1 and paragraph 2 of the Dutch Civil Code. If the meeting of holders of priority
shares fails to exercise its right to draw up a binding nomination or fails to do so in time, the general
meeting shall be free in its choice of appointee. Members of the Supervisory Board may be suspended or
dismissed at any time by the general meeting.
Power of board members to issue or buy back shares
Shares shall be issued pursuant to a resolution passed by the general meeting, (1) upon the proposal
of the Management Board and (2) after approval of the Supervisory Board and (3) after approval of the
meeting of holders of Priority Shares. The general meeting may resolve to designate the Management
Board for a xed period of ve years, as the body authorized to issue shares.
The Company is entitled to acquire fully paid-up shares in its own share capital against payment of
consideration in compliance with the relevant legal provisions. Acquisition for valuable consideration is
permitted only if the general meeting has authorized the Management Board to do so.
Signicant agreements with impact on the control of the company
There are no other signicant agreements with impact on the control of the Company as already included
in this report.
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New Amsterdam Invest Annual Report 2021
Agreements between the Company and Managing Directors, Supervisory directors and or
employees resulting in severance payments.
There are no agreements between the Company and members of the Management Board, or members of
the Supervisory Board or employees which can result in severance payments.
On behalf of the Management Board
Amsterdam, 29 April 2022
Mr. Aren van Dam, CEO and Managing Director
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Directo
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New Amsterdam Invest Annual Report 2021
Report of the Supervisory Board
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New Amsterdam Invest Annual Report 2021
General
The Supervisory Board’s main responsibility is to supervise the policy of the Management Board, the
general course of affairs of the Company and the business associated with it. The Supervisory Board
provides advice to the Management Board and assists the Management Board in its search for a Target
to form a Business Combination. Furthermore it supervises the manner in which the Management Board
implements the Company’s strategy.
Composition
As at the date of this Annual Report, the Supervisory Board is composed of the following Supervisory
Directors:
Name Age Position Member since Term
Mr. Jan Louis Burggraaf 58 Chairperson 19 May 2021 4 years
Mr. Elbert Dijkgraaf 52 Supervisory Director 19 May 2021 4 years
Mr. Paul Steman 57 Supervisory Director 19 May 2021 4 years
The relevant experience and curricula vitae of the Supervisory Directors is included below:
Mr. Jan Louis Burggraaf (born 1964, Dutch nationality), Chairman
Mr. Jan Louis Burggraaf currently acts as an independent senior M&A advisor. Mr. Burggraaf is a former
partner with one of the leading law rm of the world. He has 30 years of experience in domestic and
international mergers and acquisitions, including public offers. He received multiple awards: for best
dealmaker in 2008 and 2015, best M&A lawyer in 2004, 2005, 2006, 2007, 2009, 2010, 2011, 2012
and a lifetime achievement award in 2017 for best M&A lawyer of the Netherlands. He worked both in
Amsterdam and New York. Mr. Burggraaf graduated from the University of Utrecht in Dutch law and
International Law (cum laude). He also studied at the London School of Economics, at the University of
Edinburgh and at Harvard Law School. Mr. Burggraaf is currently Supervisory Board member with NCOI,
non-executive director at DPG N.V., Supervisory Board member (Raad van Toezicht) of the VU (Vrije
Universiteit) in Amsterdam and board member with AACE.
Mr. Elbert Dijkgraaf (born 1970, Dutch nationality)
Prof. Elbert Dijkgraaf currently acts as a professor of Empirical Economics in the Public Sector at the
Erasmus School of Economics (Erasmus University Rotterdam). He also acts as an independent strategic
advisor in local and national committees, as a project researcher and in boards. Prof. Dijkgraaf had
a career at the Erasmus University Rotterdam and eight years in Parliament. In Parliament he was
spokesmen for the committees of Economic Affairs, Finance, Social Affairs, Infrastructure, Defence and
Education. He is currently Supervisory Board member of Wageningen University, SRK and Acture. He
is chairman of the Supervisory Board of Lelie Zorggroep. He is member of the advisory board of Van
Westreenen en Schuiteman. And he is Chief Executive Advisor of Noaber. His research encompasses also
the real estate market.
Mr. Paul Steman (born 1965, Dutch nationality), Vice Chairman
Mr. Paul Steman RA is a Registeraccountant and acts currently as Supervisor, advisor/consultant and is
active in education. He had a career in accountancy with Mazars, a mid-tier audit and advisory rm, for
30 years. During this career, he was active in the real estate practice (audit, transaction services) and
later in the practice of large, international and listed companies. He also was member and chairman
of the Management Board of Mazars in the Netherlands and member of the IFRS specialists team.
After his graduation as Registeraccountant, Mr. Steman became a part time teacher and examinator
at the University of Amsterdam. Mr. Steman was a member and chairman of the Executive Board of
Mazars Holding N.V. and Mazars Accountants N.V. Besides a number of advisory/consulting projects, he
is chairman of the Supervisory Board of Ziekenhuis Amstelland. He also is a member of the board of
directors of Stichting Fonds SZA/CIZ.
All members of the Supervisory Board are independent to the Company and furthermore from each other.
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New Amsterdam Invest Annual Report 2021
Diversity policy
The Company has a diversity policy that has been established pursuant to best practice provision 2.1.5
of the Dutch Corporate Governance Code. The diversity policy applies to the Management Board and
the Supervisory Board. The Company recognises the importance of diversity within the composition of
the Management Board and the Supervisory Board. The Company believes that a diverse composition
contributes to balanced decision-making and a proper functioning of the Management Board and the
Supervisory Board. The Supervisory Board values and promotes diversity in the Management Board
and the Supervisory Board, and also in the Company as a whole. The Supervisory Board recognises
that differences in characteristics of people are important and enable both the Management Board and
the Supervisory Board as well as the Company as a whole to look at issues and to solve problems in a
different way, to respond differently to challenges and to take more robust decisions.
Considering the purpose and the intended objectives of the Company as a SPAC, a great mix of skills
and experience of the Management Board and the Supervisory Board is of signicant importance in order
to improve effectiveness, drive innovation and accelerate growth. Therefore, there will be an emphasis
based on merit when nominating candidates for the Management Board and the Supervisory Board.
However, within the aforementioned scope, the following diversity aspects, amongst others, have been
identied as relevant to the Company (in no particular order): a. nationality/race/ethnicity; b. gender; c.
age; d. education; and e. work experience.
The Company presently does not have a diversity target for the male /female ratio for the Management
Board or the Supervisory Board. When selecting the Managing Directors and Supervisory Directors, the
available persons that met the requirements of skill, expertise and afliation for a position on the
Management Board and Supervisory Board at that moment happened to be all male. The Company keeps
striving to have a diverse Management Board and Supervisory Board. The Company will not conduct
any business prior to a Business Combination and does not intend to appoint any additional Managing
Directors and Supervisory Directors until the Business Combination, as such the Company does not have
a diversity policy in place.
The Supervisory Board commits itself to diversity, when selecting new candidates for the Management
Board and the Supervisory Board also in accordance with the act on gender diversity in board of Dutch
(Wet inzake evenwichtige man-vrouw verhouding in de top van het bedrijfsleven) that entered into
force on 1 January 2022. At the same time, the Supervisory Board aims for retaining the balance in
the requisite expertise, experience and diversity. The Company’s objectives are to improve the gender
diversity when a vacancy arises.
Meetings and attendance in 2021
The Supervisory Board held three regular meetings in 2021. All Supervisory Directors attended all the
meetings, as such the absenteeism rate is zero. All such meetings, recognizing that the Supervisory
Board was appointed as from 19 May 2021, were also attended by the Managing Directors. In addition,
within 12 months folowing settlement date, a meeting will be held without the members of the
Management Board, such as the meeting where the Supervisory Board will discuss its own functioning,
and the functioning of the Management Board.
The main topics discussed during the meetings with the Management Board were:
• ICT environment, including the implementation of the general computer controls and application
controls;
• functioning of the Management Board and the supporting staff;
• audit Plan in presence of the external auditor;
• assessment of main risks;
• progress in the search for a Business Combination; and
• directors and ofcers (D&O) liability insurance.
The Supervisory Board has not installed any standing committees as this is not required under Dutch law
or the Dutch Corporate Governance Code based on the current composition of the Supervisory Board. If
the Supervisory Board would in the future consist of more than four members, it should, in addition to an
audit committee, appoint from among its Supervisory Directors a remuneration committee and a selection
and appointment committee to remain in compliance with the Dutch Corporate Governance Code.
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New Amsterdam Invest Annual Report 2021
No Audit Committee
As the Supervisory Board is composed of three (3) Supervisory Directors, pursuant to the Dutch
Corporate Governance Code, the Supervisory Board is not required to establish an audit committee.
Therefore, the Supervisory Board has not yet established an audit committee. However, the Supervisory
Board shall in accordance with the Dutch Corporate Governance Code apply the practices and principles
that apply for an Audit Committee that are set out in the rules of procedure of the Supervisory Board as
made available on the Company’s website.
The duties of Supervisory Board include:
• the monitoring the nancial-accounting process and preparation of proposal to safeguard the
integrity of the process;
• the monitoring of the efciency of the internal management system, the internal audit system and
the risk management system with respect to nancial reporting;
• the monitoring of the statutory audit of the nancial statements, and in particular the process of
such audit (taking into account the review of the Dutch Authority for the Financial Markets (Autoriteit
Financiële Markten) in accordance with section 26 Audit Regulation;
• the review and monitoring of the independence of the external auditor, within the meaning of article
1, paragraph 1, point f Supervision audit rms Act (Wet toezicht accountantsorganisaties) (Wta)
or the accountants organisation or audit organisation as referred to in article 1 paragraph 1, point
a and c Wta, with a special focus on other services provided to the Company by the rm of the
external auditor;
• adoption of the procedure for the selection of the external auditor or audit rm and the nomination
for the appointment of the external auditor with respect to the statutory audit of the annual
accounts in accordance with section 16 Audit Regulation, if applicable;
• the monitoring of the compliance with the external auditor’s recommendations; and
• the monitoring of the funding of the Company.
Internal audit function
The Company does not have an internal audit function. The need for an internal audit function is assessed
on a yearly basis by the Supervisory Board. The Supervisory Board concluded that an internal audit
function is not necessary due to the current nature of the Company as a SPAC.
External auditor
The Management Board and the Supervisory Board have evaluated the activities performed for the
Company by BDO Audit & Assurance B.V. It is apparent that BDO Audit & Assurance B.V. is capable of
forming an independent judgement concerning all matters that fall within the scope of its auditing task;
there is a good balance between the effectiveness and efciency of their actions, for example in relation
to auditing costs, risk management and reliability.
Functioning of the Supervisory Board and the Management Board (evaluation
accountability)
The Supervisory Board will discuss, in the absence of the Management Board, its own functioning within
twelve months following the settlement date of the Company. The evaluation will be performed by the
Chairman of the Supervisory Board, by means of a structured questionnaire, which will be subsequently
discussed with the rest of the Supervisory Board.
At least once per year, outside the presence of the Management Board, the Supervisory Board will
evaluate both (following the settlement date) the functioning of the Management Board as a whole
and that of the individual Management Board members, and will discuss the conclusions that must be
attached to the evaluation, such also in light of the succession of the members of the Management Board.
The Management Board also lls in a questionnaire and addresses items such as: team effectiveness,
interaction, transparency, composition and prole, competences, effectiveness of individual members,
quality of information and the relationship with the Management Board.
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New Amsterdam Invest Annual Report 2021
Given the nature of the Company as a SPAC and the various backgrounds and expertise of the
Supervisory Directors and the Managing Directors, each such Director has an own responsibility to train
and educate himself on such topics as may be required.
Remuneration Management Board and Supervisory Board
We refer to the chapter “Remuneration Report” as included in this reporting
Shareholdings of Managing Directors and Supervisory Directors
The Managing Directors, Mr Aren van Dam, Mr Moshe van Dam, Mr Elisha Evers and Mr Cor Verkade hold
nancial instruments in the Company. Each of them holds, indirectly through NAIP Holding, approximately
36.826 Promotor Shares, 250.000 Ordinary Shares (acquired as part of the Cornerstone Investment),
125.000 IPO Warrants and 125.000 BC Warrants (acquired as part of the Cornerstone Investment).
NAIP Holding is controlled by the personal holdings of the Managing Directors.
The Supervisory Directors do not hold nancial instruments in the Company.
Financial statements and auditor’s opinion
The Financial Statements included in this annual report have been audited and BDO Audit & Assurance
B.V. has issued an unqualied opinion on them. The Financial Statements were extensively discussed
with the Supervisory Board, in the presence of the external auditor, and the Management Board. The
Supervisory Board is of the opinion that the Financial Statements meet all requirements for transparency
and correctness. Therefore, the Supervisory Board recommends that the General Meeting of Shareholders
to be held on 22 June 2022 adopts the Financial Statements and the appropriation of the result.
Result appropriation
New Amsterdam Invest N.V. realised a loss in the period 19 May 2021, until 31 December 2021, of € 1.2
million. The proposal to the General Meeting of Shareholders is to recognise this loss in other reserves.
The Supervisory Directors have signed the nancial statements to comply with their statutory obligation
pursuant to article 2:101, paragraph 2, of the Dutch Civil Code.
Outlook
The Supervisory Directors wish to thank the Management Board for their continued dedication and
commitment in aiming to realize a Business Combination prior to the Business Combination Deadline.
The Supervisory Board continues to advise and support the Management Board in its search for a
Business Combination and the manner in which its strategy is implemented.
Amsterdam, 29 April 2022
The Supervisory Board
Mr. Jan Louis Burggraaf
Mr. Elbert Dijkgraaf
Mr. Paul Steman
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New Amsterdam Invest Annual Report 2021
Remuneration report
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New Amsterdam Invest Annual Report 2021
General
In this Remuneration Report, the Supervisory Board provides a comprehensive overview, in accordance
with article 2:135b of the Dutch Civil Code, of the remuneration paid and owed to the individual members
of the Board of Management and the Supervisory Board respectively in the nancial year 2021. The
report will also be published as a stand-alone document on the company’s website after the 2022 Annual
General Meeting of Shareholders, the agenda of which will include an advisory vote on this Remuneration
Report.
Remuneration for the Managing Directors
The Managing Directors are not entitled to any cash remuneration or compensation prior to completion of
a Business Combination except for reasonable out of pocket expenses. Given the nature of the Company’s
principal business, there is no employee share option scheme in place. Moreover, there is no reduction or
claw back of the remuneration. In addition, the remuneration of the Managing Directors is consistent with
the policy available on the Company’s website and contributes to the Company’s identity, strategy, long-
term interests and sustainability. Managing Directors will not receive any variable remuneration such as
(rights to) shares except for the Promotor Shares.
Immediately following Settlement the four Managing Directors, through NAIP Holding, hold 147,307
convertible shares with a nominal value of € 0.04 each (the “Promoter Shares”). The Promoter Shares are
not be admitted to listing and trading on any trading platform. The Promoter Shares are subject to anti-
dilution provisions in accordance with the terms and conditions set out in Company’s Prospectus. Subject
to the terms and conditions set out in this Prospectus, each Promoter Share converts into 3.5 Ordinary
Shares (the “Promoter Share Conversion Ratio”), resulting in a conversion into a maximum of 515,574
Ordinary Shares. The conversion is contingent upon a Business Combination and a Share Price Hurdle of
€ 11.50 per share. These Promoter Shares have been obtained by the Promoters at a price of € 750,000.
Furthermore the Company issued at settlement date 500,000 IPO-Warrants and 500,000 BC Warrants to
the Promoters as part of their cornerstone investment. The BC-Warrants as issued are held in treasury.
The issuance of the Promoter Shares by the Company falls within the scope of IFRS 2 because the
Promoters ( the 4 members of the Executive Board of Directors) are being awarded these shares at
a discounted price in exchange for their services. Furthermore, the Promoters shall be considered
“employees and others providing similar services”, operating as management of the Company. As a
result, the share-based payment is measured at the grant date by the Company. The fair value of the
share-based payment at the grant date is the basis for the accounting of this share-based payment. The
Company shall presume that the services to be rendered by the Promoters in exchange for the share-
based payment will be received during the vesting period. The vesting period is not xed but variable,
because the share-based payment vests in case of a Business Combination. Therefore, the vesting period
is estimated by the Company at grant date (settlement date). The Company expects that the vesting
period will be 18 months after the settlement date. Therefore, the Company will recognize a share-based
payment expense over the vesting period based on the fair value of the share-based payment at grant
date (settlement date). Subsequently, the Company revises the estimate of the length of the vesting
period until the actual outcome is known.
The Company considered the following:
• 50% of the promotor shares will be converted at the announcement of the Business Combination
(conversion ratio 1 promotor share results in 3.5 ordinary shares)
• The other 50% promotor shares will be converted as soon as the price hurdle is realized and the
Business Combination is in place
• If not then the promotor shares will be converted on a 1 to 1 basis to ordinary shares upon the fth
(5th) anniversary of the Business Combination Completion Date
Regarding the nancial year 2021 this results in a charge of € 750,000 which amount is added to the other
reserves.
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New Amsterdam Invest Annual Report 2021
The remuneration of the Managing Directors following the Business Combination, if any, shall be disclosed
in the shareholder circular published in connection with the BC-EGM and is expected to be in line with
market practice for small to medium sized (real estate) companies. Furthermore it will depend on the
Executive Director’s function and responsibilities within the Board. The Managing Directors have not
entered into any type of employment or service agreement with the Company. There are no severance
arrangements between the Managing Directors and the Company. The Company shall not grant loans,
advance payments or guarantees to the Managing Directors.
Remuneration for the Supervisor Directors
From the Company’s perspective, it should especially be in the Supervisor Directors’ interest to focus on
the Company’s sustainable and long-term successful development. Regardless of their remuneration, all
Supervisory Directors are entitled to reimbursement for their travel expenses. The Supervisory Directors
do not receive variable remuneration.
The remuneration of the Supervisory Directors on a yearly basis amounts to € 35,000 for the chairman
and to € 25,000 for each member. In addition, the remuneration of the Supervisory Directors is
consistent with the policy available on the Company’s website and contributes to the Company’s identity,
strategy, long-term interests and sustainability. The members of the Supervisory Board do not hold
shares or options in New Amsterdam Invest N.V. The Company has not issued loans, advances or
nancial guarantees to members of the Supervisory Board. Shares or options on shares have not been
and will not be awarded to members of the Supervisory Board.
Remuneration for the Financial Director (not being Statutory Director)
The Company agreed on a service agreement with the Financial Director on an interim basis. Due the
SPAC nature of the Company, the remuneration of the Financial Director (hours against a xed rate) is
mainly linked to the performance against targets consistent with and supportive of the strategy and long-
term interests of the Company.
Pay ratio
The Pay ratio has not been determined for the year 2021, because the Company is incorporated this
nancial year and the reference group as a SPAC is very limited.
However based on best practice provision 3.4.1 of the Dutch Corporate Governance Code, the Company
shall disclose the pay ratio over the rst nancial year after BC date, being the ratio between the
remuneration of the Managing Directors and that of a representative reference group of employees of the
Company and, if applicable, comment on any important variation in the pay ratios in comparison with the
previous nancial year (not applicable in the case of New Amsterdam Invest N.V). The calculation of the
pay ratio will be based on the average of the remuneration received by the employees of the reference
group and is made in accordance with the following rules:
• the remuneration of the employees of the reference group taken into account was the remuneration
received during the year concerned;
• if all or part of the remuneration was paid in a foreign currency, the exchange rate which was used
was the average exchange rate of the relevant currency into euros for the year ended.
The Company will use both xed and variable remuneration components when determining the pay ratio
for a given year. Considering the Company has no employees other than the promotors and two hired
interim personnel, the pay ratio is not relevant in the case of New Ansterdam Invest N.V.
Since the Managing Directors will not be remunerated and the Supervisory Board is composed of less
than four Supervisory Directors, there is no remuneration committee installed by the Supervisory Board.
36
New Amsterdam Invest Annual Report 2021
Financial statements 2021
37
New Amsterdam Invest Annual Report 2021
Financial statements 2021
Statement of Financial Position as at 31 December 2021 38
Statement of Prot and Loss for the year ended 31 December 2021 40
Statement of Comprehensive Income for the year ended 31 December 2021 41
Cash Flow Statement for the year ended 31 December 2021 42
Statement of Changes in Equity for the year ended 31 December 2021 43
Notes to the nancial statements for the year ended 31 December 2021 44
This Annual Report 2021 including these Financial Statements 2021 has been
approved by the General Meeting of Shareholders in their meeting at 22 June, 2022
38
New Amsterdam Invest Annual Report 2021
Statement of Financial Position
as at 31 December 2021
(before appropriation of result)
31 December 19 May
(x € 1000) Note 2021 2021
Assets
Non-current assets
Investment property 0 0
Property, plant and equipment 5 17 0
Investments accounted for using the equity method 0 0
Total non-current assets 17 0
Current assets
Trade and other receivables 0 0
Escrow account 7 48,469 0
Value added tax receivable 8 130 0
Current account participants 6 1 0
Deferred tax assets 9 0 0
Other assets 6 3 0
Cash and cash equivalents 10 24 51
Total current assets 48,627 51
Total assets 48,644 51
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New Amsterdam Invest Annual Report 2021
Statement of the Financial Position
as at 31 December 2021
(before appropriation of result)
31 December 19 May
(x € 1000) Note 2021 2021
Equity and Liabilities
Equity and Liabilities
Equity attributable to shareholders
Issued share capital 247 51
Share premium 48,672 0
Legal reserve 0 0
Other reserves 750 0
Result for the year -1,232 0
Total equity 11 48,437 51
Non-current liabilities
Provisions 0 0
Deferred taxes 0 0
Other long-term liabilities 0 0
Total non-current liabilities 0 0
Current liabilities
Trade payables 15 0
Tax liabilities 0 0
Current account related parties 12 83 0
Other short-term liabilities 109 0
Total current liabilities 207 0
Total Equity and Liabilities 48,644 51
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New Amsterdam Invest Annual Report 2021
Statement of Prot and Loss for the year
ended 31 December 2021
19 May 2021, until
(x € 1000) Note 31 December 2021
Total revenue 0
Direct related costs 0
Net rental income 0
Personnel expenses 13 862
General expenses 14 237
Total expenses 1,099
Net margin -1,099
Other operating result 0
Operating result -1,099
Financial income 0
Negative interest Escrow account 15 -133
Result before tax -1,232
Taxation 9 0
Result for the year -1,232
Result attributable to the ordinary equity holders -1,232
Result attributable to the ordinary equity holders for the
period for each class of ordinary shares that has a different
right to share in the prot for the period 0
Basic earnings per share (x€) -0.2437
Diluted earnings per share (x€) -0.2437
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New Amsterdam Invest Annual Report 2021
Statement of Comprehensive Income
for the year ended 31 December 2021
19 May 2021, until
(x € 1000) Note 31 December 2021
Result for the year -1,232
Result for the year -1,232
Revaluation tangible xed assets 0
Total amount of the direct equity movements 0
Total comprehensive income -1,232
Result attributable to the ordinary equity holders -1,232
Result attributable to the ordinary equity holders for the period
for each class of ordinary shares that has a different right
to share in the prot for the period 0
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New Amsterdam Invest Annual Report 2021
Cash Flow Statement
for the year ended 31 December 2021
19 May 2021, until
(x € 1000) Note 31 December 2021
Operating activities
Result (loss) -1,232
Adjustments:
Depreciation (and other changes in value) 5 3
Services rendered by the Promoters in exchange for the share-based payment
13
750
Negative interest Escrow account 15 133
-346
Changes in working capital
Increase current liabilities 207
Increase current assets excluding cash -134
Cash ow from operating activities -273
Investment activities
Property, plant and equipment 5 -20
Expenses covered by reserved amount out of Escrow account 500
Proceeds from disposals property, plant and equipment 0
Cash ow from investing activities 480
Financing activities
Incremental IPO expenses directly attributable to equity 14 -933
Movement in other long term liabilities 0
Repurchased share capital and issued share capital 0
Proceeds from share premium promotor shares 699
Dividends paid to shareholders of the company 0
Cash ow from nancing activities -234
Movement Cash and cash equivalents -27
Cash and cash equivalents at 19 May 51
Cash and cash equivalents at 31 December 10 24
The Escrow Account is not included in this Cash Flow Statement because the Company classies the
Escrow Account not as Cash and Cash Equivalents (we refer to “Accounting positions”).
The increase of the current liabilities mainly refer to the current account related parties and the
estimation of the audit fees and other professional service fees to be invoiced.
The increase of the current assets mainly refer to the value added tax to be received from the Tax
Authorities.
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New Amsterdam Invest Annual Report 2021
Statement of changes in equity
for the year ended 31 December 2021
(x €1000) Issued Share Legal Other Result for Total
share capital premium Reserve reserve the year Equity
Balance at 19 May 2021 51 0 0 0 0 51
Result for the year 0 0 0 0 -1,232 -1,232
Other comprehensive income for the year
0 0 0 0 0 0
Total comprehensive income 0 0 0 0 -1,232 -1,232
Issue of share capital 196 49,605 0 0 0 49,801
Own shares acquired in the year 0 0 0 0 0 0
Dividends 0 0 0 0 0 0
Equity settled share based payments 0 0 0 750 0 750
Incremental costs directly attributable
0 -933 0 0 0 -933
to the issue of new shares
Balance at 31 December 2021 247 48,672 0 750 -1,232 48,437
On 8 July 2021, the Company repurchased from NAIP Holding 1,127,693 Ordinary Shares against
no consideration.
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New Amsterdam Invest Annual Report 2021
Notes to the Financial Statements for the year
ended 31 December 2021
General information
New Amsterdam Invest N.V. (the “Company”) is a Special Purpose Acquisition Company incorporated
under Dutch law as a public limited liability company for the purpose of acquiring a signicant stake
in a business or company active as an operating company in the commercial real estate sector with
principal operations in Europe, preferably in the Netherlands, Germany and the United Kingdom, or the
United States of America. This Business Combination will be effectuated through a (legal) merger, share
exchange, share purchase, asset acquisition, contribution in kind or a similar transaction or a combination
of such transactions. The Company was incorporated on 19 May 2021 by New Amsterdam Invest
Participaties B.V. (“NAIP Holding”), a Dutch private company with limited liability being at the date of
incorporation the sole direct shareholder of the Company.
The Company is listed on Euronext Amsterdam since 6 July 2021. On the date of incorporation of the
Company as off today, the Company does not carry out or engage in a business or in operations. During
the pre-incorporation period the Company did not enter into transactions other than advisory in relation to
the incorporation and the offering. The pre-incorporation expenses have been charged to the Statement of
Prot and Loss of the Company. All legal acts performed on behalf of the Company under the name “New
Amsterdam Invest N.V. i.o.” prior to the Company’s incorporation have been ratied on 25 May 2021.
The Company’s statutory nancial year is the calendar year. Its rst statutory nancial year is for the
period 19 May 2021, to 31 December 2021. The Company is registered in the Chamber of Commerce
under number 82846405 and has it registered ofces at Amsterdam, the Netherlands. These nancial
statements are presented in euro’s.
Going concern
The Company will have 24 months from the Settlement Date to complete a Business Combination,
subject to a potential one-time six month extension (the “Business Combination Deadline”) upon proposal
by the Management Board and subsequent approval by the Supervisory Board.
If the Company does not complete a Business Combination before the Business Combination Deadline,
the Company shall convene a general meeting for the purpose of adopting a resolution to dissolve and
liquidate the Company; and delist the Ordinary Shares and Warrants.
As a result of such liquidation, the distribution of the Company’s assets (including the outstanding
amounts deposited on the escrow account) and the allocation of the liquidation surplus shall be
completed , after payment of the Company’s creditors (including taxes) and settlement of its liabilities
(including payment of liquidation costs) if any, will be distributed in accordance with the pre-determined
order of priority as set out in the prospectus.
The holders of Warrants shall not receive any distribution in the event of liquidation. There will be no
distribution of proceeds or otherwise, from the escrow account with respect to any of the IPO warrants
and BC warrants, and all such warrants will automatically expire without value upon occurrence of the
liquidation. These conditions indicate the existence of a material uncertainty, which may cast signicant
doubt about the company’s ability to continue as a going concern.
The (nancial) risk for our shareholders is largely mitigated by the fact that the Company holds € 48
million (less negative interest) in an Escrow Account, which can only be released upon meeting strict
requirements. Furthermore, the Company has raised proceeds from the sale of the promotor shares
in aggregate amounting to € 750k. If the promoter contribution and the reserved amount (1% of the
proceeds) are insufcient to fund the offering expenses and the initial working capital until the Business
Combination Deadline, the promoters have contractually agreed to pay to the Company, in addition to
the promoter contribution the optional promoter contribution. For the avoidance of doubt, the reserved
amount, the promoter contribution and the optional promoter contribution do not cover any potential
negative interest rate that has to be paid by the Company to the Escrow Agent on the proceeds held in
the escrow account.
45
New Amsterdam Invest Annual Report 2021
The Management Board has, at the time of approving the Financial Statements, a reasonable expectation
that the Company has adequate resources to continue in operational existence for the foreseeable
future. The funding needed to nance estimated costs 2022 have been transferred by the Promotors to
Company’s bank account. Further the Promotors contractually agreed to fund the Initial working capital
until the Business Combination Deadline.
Thus the Management Board adopt the going concern basis of accounting in preparing the nancial
statements.
Adoption of new and revised Standards
It is the Company’s rst statutory nancial year. As a result no changes applicable to prior year. The
applicable reporting standards and interpretations as adopted by the Company are in accordance with the
International Financial Reporting Standards as adopted by the EU and with Part 9 of Book 2 of the Dutch
Civil Code.
At the date of authorization of Company’s (rst) nancial statements, the Company has not applied the
following new and revised IFRS Standards that have been issued but are not yet effective.
IFRS 17 (including the June 2020 amendments to IFRS 17) Insurance Contracts
Amendments to IFRS 10 and IAS 28
Sale or Contribution of Assets between
an
Investor and its Associate or Joint Venture
Amendments to IAS 1 Classication of Liabilities as Current or
Non-current
Amendments to IFRS 3 Reference to the Conceptual Framework
Amendments to IAS 16 property, plant and equipment Proceeds before Intended Use
Amendments to IAS 37 Onerous Contracts Cost of Fullling a Contract
Annual Improvements to IFRS Standards 2018-2020 Cycle Amendments to IFRS 1 First-time
Adoption of International Financial
Reporting Standards, IFRS 9 Financial
Instruments, IFRS 16 Leases, and IAS
41 Agriculture
Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies
Amendments to IAS 8 Denition of Accounting Estimates
Amendments to IAS 12 Deferred Tax related to Assets and
Liabilities arising from a Single
Transaction
These standards are not expected to have a material impact on the Company in the current or future
reporting periods and on foreseeable future transactions.
Material accounting policies
Basis of preparation
The nancial statements have been prepared in accordance, and comply with International Financial
Reporting Standards (IFRS Standards) and interpretations adopted by the European Union (IFRS) and
with Part 9 of Book 2 of the Dutch Civil Code. All amounts have been rounded to the nearest thousand,
unless otherwise indicated. The balance sheet and income statement include references. These refer
to the notes. The current nancial year covers the period 19 May 2021, until 31 December 2021. The
nancial statements have been prepared before appropriation of result.
46
New Amsterdam Invest Annual Report 2021
The preparation of the nancial statements in conformity with IFRS may require the use of certain critical
accounting estimates. It may also require the Executive Board of Directors to exercise its judgment in
the process of applying the Company’s accounting policies. We refer to paragraph “Accounting Positions”
for a disclosure of the judgements that the Company has made in the process of applying the Company’s
accounting policies and that have the most signicant effect on the amounts recognized in the nancial
statements).
The nancial statements have been prepared on the historical cost basis, except for the fair value
measurement of the services to be rendered by the Promoters in exchange for the share-based payment
which will be received during the vesting period (we refer to the paragraph “Promotor Shares”). The
nancial statements are presented in euro, which is the Company’s functional currency. All amounts have
been rounded to the nearest thousand, unless otherwise indicated.
Accounting Positions
The Ordinary Shares
The Ordinary Shares (including the Cornerstone Shares) classify as equity because:
• the redemption upon the occurrence of a Business Combination is under the control of the Company
as no Business Combination (BC) and no Business Combination Extraordinary General Meeting
(BC-EGM) can occur without the initiative of the Board of Directors of the Company;
• the redemption upon liquidation cannot occur without the prior approval of the General Meeting of
the Company.
• We acknowledge that the holders of the Ordinary Shares are entitled to receive a pro rata share
of any dividends or other distributions of equity in case of liquidation of the Company. However,
the Company does not have a contractual obligation to make such distributions because it cannot
be required to deliver cash or another nancial asset to the holders. The decision to liquidate the
Company will be made by the General Meeting of the Company. We consider an action reserved to
the Company’s shareholders in the General Meeting, effectively an action of the Company itself. It
is therefore at the discretion of the Company itself (as represented by the members in the General
Meeting). Only if decisions by the shareholders are not made as part of the Company’s corporate
governance decision making process, but made in their capacity as holders of particular instruments,
our view is that the shareholders should be considered to be separate from the Company.
The Promoter Shares
The Company considers the issuance of the Promoter Shares by the Company as a share-based payment,
because the Promoters are being awarded these shares at a discounted price in exchange for their services.
Furthermore, the Promoters shall be considered “employees and others providing similar services”,
operating as management of the Company. As a result, the share-based payment have been measured at
the grant date. The Promoter Shares convert into public shares upon successful completion of a Business
Combination and a Share Price Hurdle. If a Business Combination is not completed and the Company is
liquidated, the Promoter Shares are not redeemable and do not receive any proceeds on liquidation.
The Company’s view is that a shared understanding occurs at the point at which the non-Promoter
shareholders invest (the grant date).
The fair value of the share-based payment at the grant date is the basis for the accounting of this share-
based payment. The Company presumes that the services to be rendered by the Promoters in exchange
for the share-based payment will be received during the vesting period. The vesting period is not xed
but variable, because the share-based payment vests in case of a Business Combination. The Company
expects that the vesting period will be 18 months after the settlement date. The Company recognises
a share-based payment expense over the vesting period based on the fair value of the share-based
payment at grant date. Subsequently, the Company revises the estimate of the length of the vesting
period until the actual outcome is known.
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New Amsterdam Invest Annual Report 2021
The Priority Shares
The Priority Shares have been issued to Stichting Prioriteit New Amsterdam Invest (Stichting). Dutch law
recognizes the legitimate interest of a Dutch company to use protective measures if this is in the interest
of the Company. The issuance of Priority Shares to a foundation is a known protective measure in the
Netherlands.
The Priority Shares classify as equity because:
• the redemption upon the occurrence of a Business Combination is under the control of the Company
as no Business Combination (BC) and no Business Combination Extraordinary General Meeting
(BC-EGM) can occur without the initiative of the Executive Board of Directors;
• the redemption upon liquidation cannot occur without the prior approval of the General Meeting of
the Company.
The Warrants
The Warrants issued classify as equity. The Warrants are subject to anti-dilution provisions in accordance
with the terms and conditions set out in the Prospectus. Because the anti-dilution provisions attempt to
put the holders of the Warrants into the same economic position relative to ordinary shareholders after
the restructuring, the Company concludes that the xed for xed criterion is met.
Treasury Shares
The Company was incorporated on 19 May 2021, by New Amsterdam Invest Participaties B.V. (NAIP),
issuing 1,275,000 ordinary shares with a nominal value of € 0.04 in total € 51,000. At July 8th, the
Company repurchased from NAIP 1,127,693 Ordinary Shares against no consideration. The promoter
contribution as agreed at incorporation was aggregated to the amount of € 750,000. The repurchase
of shares is done anticipating on the warrants conversion at business combination date, hence by
repurchasing the shares the company ensured a sufcient level of shares in view of the automatic
warrant conversion. The repurchase was done against no consideration so that the share capital of the
company would not be diluted. As long as these Ordinary Shares are held in treasury by the Company,
they do not yield dividends, do not entitle the holders to voting rights, and do not count towards the
calculation of dividends or voting percentages.
The Ordinary Shares held in treasury will be admitted to listing and trading on Euronext Amsterdam
on a second trading line. The Ordinary Shares together, as described above, are held in treasury by
the Company for the purpose of allotting these Ordinary Shares to investors around the time of the
Business Combination Completion Date. The reacquired treasury shares will be deducted from equity.
Gains or losses will not be recognised on the purchase, sale, issue, or cancellation of treasury shares.
Consideration paid or received will be recognised directly in equity.
The Escrow Account
The Company has evaluated the classication of the Escrow Account and further given the restrictions as
a consequence of the interests of the ordinary shareholders. The Company considers that the restrictions
regarding the Escrow Account are such that these change the nature of the item. The Escrow Account
cannot be considered a demand deposit as a consequence of the restrictions. The amounts can only be
withdrawn in specic situations. The Company’s Escrow Agent shall only instruct the Escrow Foundation
to release the Escrow Amount to the Company in the following situations:
i. upon receipt of (a) a joint and written instruction signed by the Executive Board of Directors ,
conrming that the conditions, if any, to completing of the Business Combination are satised or
waived in accordance with the transaction documentation in effect between the Company and the
Target and (b) a written conrmation of a civil law (deputy or assigned)-notary (notaris, toegevoegd
notaris of kandidaat-notaris) that the Required Majority has adopted a resolution to approve the
Business Combination;
48
New Amsterdam Invest Annual Report 2021
ii. upon receipt of a written conrmation of a civil law (deputy or assigned)-notary (notaris,
toegevoegd notaris of kandidaat-notaris) that (a) the Business Combination Deadline has passed
without the Company completing a Business Combination and (b) a written resolution by the
General Meeting to pursue a Liquidation was adopted;
iii. on the rst Business Day three (3) years after the execution date of the Escrow Agreement; or
iv. upon receipt by the Escrow Agent of a nal judgment from a competent court or arbitral tribunal,
conrmed to be enforceable in the Netherlands by a reputable law rm, requiring payment by the
Escrow Foundation of all or part of the amounts held in the Escrow Account to the Company and/or
the Listing Agent.
Therefore, the Company concludes that the amounts on the Escrow Account do not classify as Cash.
The Company also concludes that the amounts on the Escrow Account do not classify as Cash
Equivalents, because the amounts on the Escrow Account are not held for the purpose of meeting short-
term cash commitments. As a consequence, the Company presents the Escrow Account at 31 December
2021 as an other nancial asset as part of the current assets. The Company expects to realize the Escrow
Account within 12 months after the reporting date.
Transaction costs
Only incremental costs that are attributable directly to equity transactions such as issuing equity
instruments are recognized in equity . Because the Company has issued new shares and simultaneously
listed these shares, we believe that the following are incremental costs that are attributable directly to
the issue of the equity instruments which shall be recognized in equity:
• fees for legal and tax advice related to the share issue;
• the cost of preparing the prospectus;
• fees incurred in respect of valuing the shares; and
• underwriting fees.
The principal accounting policies adopted are set out below
Revenue recognition
The Company is incorporated for the purpose of acquiring a signicant stake in a business or company
active as an operating company in the commercial real estate sector. Until this Business Combination will
be effectuated through a (legal) merger, share exchange, share purchase, asset acquisition, contribution
in kind or a similar transaction the Company does not recognize revenue.
Expenses
Expenses arising from the Company’s operations are accounted for in the year incurred.
Finance income and expenses
Finance expenses include interest incurred on borrowings calculated using the effective interest method
and interest on the Company’s cash and cash equivalent balances.
Taxation
The income tax expense represents the sum of the tax currently payable and deferred tax.
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New Amsterdam Invest Annual Report 2021
Current tax
The tax currently payable is based on taxable prot for the year. Taxable prot differs from net prot as
reported in prot or loss because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or deductible. The Company’s liability
for current tax is calculated using tax rates that have been enacted or substantively enacted by the end
of the reporting period. A provision is recognized for those matters for which the tax determination is
uncertain but it is considered probable that there will be a future outow of funds to a tax authority.
The provisions are measured at the best estimate of the amount expected to become payable. The
assessment is based on the judgement of tax professionals within the Company supported by previous
experience in respect of such activities and in certain cases based on specialist independent tax advice.
Deferred tax
A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable
that taxable prot will be available against which the deductible temporary difference can be utilised.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the nancial statements and the corresponding tax bases used in
the computation of taxable prot, and is accounted for using the liability method. Deferred tax liabilities
are generally recognized for all taxable temporary differences and deferred tax assets are recognized to
the extent that it is probable that taxable prots will be available against which deductible temporary
differences can be utilized. Such assets and liabilities are not recognized if the temporary difference
arises from the initial recognition (other than in a business combination) of other assets and liabilities in
a transaction that affects neither the taxable prot nor the accounting prot. In addition, a deferred tax
liability is not recognized if the temporary difference arises from the initial recognition of goodwill.
Deferred tax liabilities are recognized for taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control
the reversal of the temporary difference and it is probable that the temporary difference will not reverse
in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are only recognized to the extent that it is probable that there will
be sufcient taxable prots against which to utilize the benets of the temporary differences and they are
expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufcient taxable prots will be available to allow all or part of the
asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period
when the liability is settled or the asset is realized based on tax laws and rates that have been enacted
or substantively enacted at the reporting date. The measurement of deferred tax liabilities and assets
reects the tax consequences that would follow from the manner in which the Company expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
For the purposes of measuring deferred tax liabilities and deferred tax assets for investment properties
that are measured using the fair value model, the carrying amounts of such properties are presumed
to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted
when the investment property is depreciable and is held within a business model whose objective is to
consume substantially all of the economic benets embodied in the investment property over time, rather
than through sale.
Current tax and deferred tax for the year
Current and deferred tax are recognized in prot or loss, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in which case the current and deferred
tax are also recognized in other comprehensive income or directly in equity respectively. Where current
tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included
in the accounting for the business combination.
The Company did not recognize a deferred tax asset because it is uncertain if and when the Company
is able to set off the taxable loss of the nancial year 2021 against taxable prots. The taxable loss at
balance sheet date amounts to € 1,415k.
As a result the current tax recognized in the Statement of Prot and Loss for the year amounts € 0.
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New Amsterdam Invest Annual Report 2021
Investment property
Property that is held for long-term rental income or for capital appreciation or both, is classied as
investment property. Investment property is measured initially at its cost, including related transaction
costs. After initial recognition, investment property is carried at fair value. Fair value is the price
that would be received to sell an asset in an orderly transaction between market participants at the
measurement date and adjusted, if necessary, for differences in the nature, location or condition of the
specic asset.
If this information is not available, the Company uses alternative valuation methods, such as recent
prices on less active markets or discounted cash ow or capitalization projections. Valuations are
performed as of the nancial position dates by professional independent external valuers who hold
recognized and relevant professional qualications and have recent experience in the location and
category of the investment property being valued. These valuations form the basis for the carrying
amounts in the nancial statements.
The fair value of investment property reects, among other things, rental income from current leases
and other assumptions market participants would make when pricing the property under current market
conditions. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable
that future economic benets associated with the expenditure will ow to the Company and the cost of the
item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When
part of an investment property is replaced, the carrying amount of the replaced part is derecognized.
Changes in fair values are recognized in the income statement. Investment properties are derecognized
when they have been disposed. Where the Company disposes of a property at fair value in an arm’s
length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price,
and the adjustment is recorded in the income statement within net gain from fair value adjustment on
investment property. .
Properties eligible for disposal are classied as assets held for sale. In the case of sale of properties,
the difference between net proceeds and book value is recognized in the income statement under
results of disposal. Lease incentives, rent-free periods and other leasing expenses rent-free periods and
investments made, or allowances granted to tenants by the Company are allocated on a linear basis over
the lease term. The lease term consists of the period until the rst break option for the tenants, which
period can be extended by management with the expected prolongation of the leases. In determining the
property at fair value capitalized lease incentives are adjusted for the valuation results, to avoid double
counting.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Cost includes the cost of replacing
part of existing property, plant and equipment at the time that cost is incurred if the recognition criteria
are met; and excludes the costs of day-to-day servicing of an item of plant and equipment. Subsequent
costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benets associated with the item will ow to the company and
the cost of the item can be measured reliably. The carrying amount of those parts that are replaced is
derecognized. All other repairs and maintenance are charged to the income statement during the nancial
period in which they are incurred.
Depreciation, is calculated using the straight-line method to allocate the cost over the assets’ estimated
useful lives Our ICT equipment, not having any residual value, will be depreciated with a depreciation
rate of 33.3% per year.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at least at each
nancial year-end. An asset’s carrying amount is written down immediately to its recoverable amount if
the carrying amount is greater than the estimated recoverable amount. Gains and losses on disposals are
determined by comparing proceeds with carrying amount and are included in the income statement.
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New Amsterdam Invest Annual Report 2021
Impairment of property, plant and equipment
At each reporting date, the Company reviews the carrying amounts of its property, plant and equipment
to determine whether there is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated to determine the extent of the
impairment loss (if any).
Where the asset does not generate cash ows that are independent from other assets, the Company
estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a
reasonable and consistent basis of allocation can be identied, corporate assets are also allocated to
individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating
units for which a reasonable and consistent allocation basis can be identied. Recoverable amount is the
higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future
cash ows are discounted to their present value using a pre-tax discount rate that reects current market
assessments of the time value of money and the risks specic to the asset for which the estimates of
future cash ows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating
unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in prot or
loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease and to the extent that the impairment loss is greater than the related
revaluation surplus, the excess impairment loss is recognized in prot or loss. Where an impairment loss
subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been recognized for the
asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately
in prot or loss to the extent that it eliminates the impairment loss which has been recognized for the
asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.
Financial instruments
Financial assets and nancial liabilities are recognized in the Company’s statement of nancial position
when the Group becomes a party to the contractual provisions of the instrument. Financial assets and
nancial liabilities are initially measured at fair value, except for trade receivables and the escrow
account that do not have a signicant nancing component which are measured at transaction price.
Transaction costs that are directly attributable to the acquisition or issue of nancial assets and nancial
liabilities (other than nancial assets and nancial liabilities at fair value through prot or loss) are
added to or deducted from the fair value of the nancial assets or nancial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of nancial assets or nancial
liabilities at fair value through prot or loss are recognized immediately in prot or loss.
Financial assets
Financial assets – Classication and measurement
The company classies its nancial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through OCI or through prot or loss), and
• those to be measured at amortized cost.
The classication depends on the entity’s business model for managing the nancial assets and the
contractual terms of the cash ows.
Financial assets - Recognition and derecognition
Financial assets in the ordinary course of business are recognized on the trade-date, the date on which
the company commits to purchase or sell the asset. Financial assets are derecognized when the rights to
receive cash ows from the nancial assets have expired or have been transferred and the Company has
transferred substantially all the risks and rewards of ownership.
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New Amsterdam Invest Annual Report 2021
Financial assets – Measurements
At initial recognition the company measures a nancial asset at its fair value plus, in the case of a
nancial asset not at fair value through prot or loss, transaction costs that are directly attributable to
the acquisition of the nancial asset. Transaction costs of nancial assets carried at fair value through
prot or loss are expensed in prot or loss.
Financial assets – Impairment
The company assesses on a forward-looking basis the expected credit losses associated with its nancial
instruments carried at amortized cost. The impairment methodology applied depends on whether there
has been a signicant increase in credit risk.
Financial liabilities - Recognition and measurement
Financial liabilities are recognized when the company becomes a party to the contractual provisions of
the nancial instrument. The company only has nancial liabilities at amortized cost and makes no use of
derivative nancial instruments.
Financial liabilities – Derecognition
The company derecognizes a nancial liability when its contractual obligations are discharged or
cancelled or expire. On derecognition of a nancial liability, the difference between the carrying amount
extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed)
is recognized in the income statement.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with nancial institutions, other
short-term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignicant risk of changes in value.
Trade and other receivables
Trade receivables are recognized initially at the amount of consideration that is unconditional unless they
contain signicant nancing components, when they are recognized at fair value. The Company holds the
trade receivables with the objective to collect the contractual cash ows and therefore measures them
subsequently at amortized cost less expected credit losses.
Other payables
These amounts represent liabilities provided to the Company prior to the end of the nancial year which
are unpaid. Other payables are presented as current liabilities unless payment is not due within 12
months after the reporting period. They are recognised initially at their fair value. Whereby the best
evidence of the fair value of a nancial instrument at initial recognition is normally the transaction price
(i.e. the fair value of the consideration received). Subsequent measurement is at amortised cost using
the effective interest method.
Risk management
The Company’s Management Board has the overall responsibility for the establishment and oversight of
the Company’s risk management framework. The Company’s risk management policies are established
to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to
monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reect changes in market conditions.
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New Amsterdam Invest Annual Report 2021
The Company is not an operating company and has no business activities since the date of incorporation.
As such there is limited-medium credit, liquidity and market risk. The Company does not use foreign
exchange contracts and/or foreign exchange options and does not deal with such nancial derivatives.
On the Balance date, nancial instruments if applicable are reviewed to see whether or not an objective
indication exists for the impairment of a nancial asset or a group of nancial assets.
The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a
going concern and maintain an optimal capital structure to reduce the cost of capital. In order to maintain
the Company’s capital structure, The Company may issue new shares to maintain an optimal capital
structure.
Credit risk
Credit risk is the risk of nancial loss to the Company if a counterparty to a nancial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables. The Company’s
credit risk mainly relates to its cash- and cash equivalents that are placed with a number of banks. The
Company determines the credit risk of cash- and cash equivalents that are placed with these banks as
low, by solely doing business with highly respectable banks.
The credit risk regarding the Escrow Account is included in the referring paragraph on page 54 and further.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difculty in meeting the obligations associated
with its nancial liabilities that are settled by delivering cash or another nancial asset. The Group’s
objective when managing liquidity is to ensure, as far as possible, that it will have sufcient liquidity
to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation. As at 31 December 2021, the
Company has sufcient funds and borrowing capacities from the Promotors to pay its obligations for
the next year. Ultimate responsibility for liquidity risk management rests with the Executive Board of
Directors, which has established an appropriate and also practical liquidity risk management procedure
regarding Company’s short, and medium-term funding and liquidity. The Company manages liquidity risk
by maintaining reserve borrowing facilities till the execution of the BC, and by continuously monitoring
forecast and actual cash ows.
Market risk
Market risk is the risk that changes in market prices – e.g. interest rates and equity prices – will affect
the Company’s income or the value of its nancial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimizing the
return.
We draw your attention to the variable negative interest rate on Escrow Account. During 2021 we have
been charged with negative interest based on Euro Short Term Rate (ESTR). As off 31 March 2022, the
negative interest rate is based on ESTR -/- 10 bps.
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New Amsterdam Invest Annual Report 2021
Notes to the specic items of the Statement of Financial Position as
at 31 December 2021 (all amounts x € 1000)
5. Property, plant and equipment
The property, plant and equipment consist of acquired laptops, ofce printer, and the setup of our IT
environment in July 2021.
2021
Balance at 19 May 2021 0
Investments 20
Disposals 0
Depreciation 3
Balance at 31 December 2021 17
6. Current assets
All current assets are due in less than one year. The fair value of the receivables coincides with the
balance sheet valuation
7. Escrow account
The movement during the reporting period is as follows:
2021
Balance at 19 May 2021 0
Proceeds from investors 48,602
Negative interest -133
Balance at 31 December 2021 48,469
At settlement date the Company issued 2,455,125 Units against € 20 per Unit, consisting of 4,910,250
Ordinary Shares against a price of € 10 per share and 2,455,125 IPO-warrants and 2,455,125 BC-
Warrants. The amount as received € 49,102,500 less an amount of € 500,000 (the “Reserved Amount”)
has been transferred directly to Company’s Escrow Account.
The Company agreed upon an Escrow Agreement dated 22 June 2021. A number of the Specic terms
and conditions, and processes managing the liquidity are the following:
• The Terms and the Escrow Agreement may only be waived by written consent signed by the Escrow
Agent and the party granting the waiver. The waiver, by any of the aforementioned parties referred
to in this Clause, of a breach of any provision of this Escrow Agreement including these Terms shall
not operate or be construed as a waiver of any other provision and any extension of time for the
performance of any obligation shall not be deemed to be an extension of time for the performance of
any other obligation.
• The Company shall not be entitled to claim from the Escrow Agent or the Foundation or any party
related thereto, including their respective directors, ofcers, and employees any punitive, special,
indirect or consequential damages or loss of prot or for any loss of goodwill or possible business,
whether actual or prospective, as a result of or in connection with this Escrow Agreement
• Any statement or report provided by the Escrow Agent on a regular basis in respect of the Escrow
Account or any transactions or transfers in relation to the Escrow Amount shall be deemed to be
correct and nal upon receipt thereof by the Company unless the Company noties the Escrow Agent
in writing to the contrary within 20 (twenty) Business Days from the date of such statement or
report.
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New Amsterdam Invest Annual Report 2021
• In the event that: (a) a Payment Notice requests payment to a payee or bank account which is
not expressly provided for by this Escrow Agreement; (b) a Amendment Notice requests a change
in Call Back Contact or its details or any bank account details listed in Schedule 1 of this Escrow
Agreement; or (c) Law and Regulation or the Escrow Agent’s internal protocol so requires, the
Escrow Agent shall carry out the Verication Procedure. If the Escrow Agent is required to carry out
the Verication Procedure pursuant to the Clause before, the Escrow Agent shall telephone a Call
Back Contact, to verify the accuracy and correctness of the relevant information provided in the
Payment Notice or, as the case may be, the Amendment Notice. If more than one Call Back Contact
is provided, the Escrow Agent shall, at its own discretion, choose one Call Back Contact to carry out
the Verication Procedure.
• The Company may at any time replace the Escrow Agent by giving (a) written notice to such effect
(a Replacement Notice) and (b) details of a successor Escrow Agent including the account details
of such successor Escrow Agent to the Escrow Agent. The Escrow Agent can resign with immediate
effect if an event arises that, were this Escrow Agreement to continue, might unreasonably
burden or affect the Escrow Agent or the referring Foundation, such as reputational damage, not
receiving clear and timely instructions from the Company, non compliance with any applicable laws
or regulations by the Company, unreasonably refusing to satisfy the Escrow Agent’s invoice or
insolvency or a continued impairment of the moral, legal or nancial integrity of the Escrow Agent
or the Foundation, to be determined at the sole discretion of the Escrow Agent. Any costs (including
any transfer or foreign exchange costs) of replacement pursuant to a Replacement Notice shall be
borne by the Company, with each being severally responsible for half of such costs. Any costs as
referred to in this Clause will be borne out of the Escrow Amount.
• This Escrow Agreement shall terminate and the Escrow Agent and the connected Foundation shall be
released and forever discharged from all duties and liabilities hereunder, on the rst Business Day
after the earlier of such date as: (a) the entire Escrow Amount has been distributed in accordance
with this Escrow Agreement; (b) the Escrow Amount has been less than (the equivalent of) 1 (one)
Euro for a period of 30 (thirty) calendar days, unless agreed otherwise (to the extent the Initial
Escrow Amount has been received by the Escrow Agent); (c) the Escrow Agent has received a duly
completed Termination Notice signed by the Company, in which case the Escrow Agent shall procure
the Foundation to pay the Escrow Amount to the Company within 10 (ten) Business Days after
receipt by the Escrow Agent of such Termination Notice and after the Escrow Amount has been paid
in accordance with this Clause 12.1(c); and is 2 (two) calendar months after the Escrow Agent has
informed the Company through a Resignation Notice that it is deemed against Law and Regulation
or in violation of internal compliance policies for the Escrow Agent to continue to act pursuant to
the terms of this Escrow Agreement (provided the Escrow Agent will (i) continue, to the extent
permitted by Law and Regulation, to perform its duties hereunder until termination of the Escrow
Agreement and (ii) provide such cooperation as may be reasonably required by the Company with
the appointment of a successor escrow agent and appropriate payments equal to the Escrow Amount
and/or any Interest to such successor escrow agent).
• If the Escrow Agent is declared bankrupt (failliet verklaard) or a moratorium of payments (surséance
van betaling) is applicable to the Escrow Agent, and the Company gives an instruction to the
Foundation in accordance with this Clause 13. Clauses 3 up to and including 7, Clause 9 and Clause
12 of these Terms shall apply as if references in such Clauses to the Escrow Agent were references
to the Foundation. 13.2 The Foundation shall, if the Escrow Agent is declared bankrupt (failliet
verklaard) or a moratorium of payments (surséance van betaling) applies to the Escrow Agent,
comply, within 30 (thirty) Business Days, with an instruction to transfer the Escrow Amount in full,
given to it by the Company;
• Ultimate responsibility for liquidity risk management rests with the Executive Board of Directors,
which has established an appropriate and also practical liquidity risk management procedure
regarding Company’s short, and medium-term funding and liquidity. The Company manages liquidity
risk by maintaining reserve borrowing facilities till the execution of the BC, and by continuously
monitoring forecast and actual cash ows.
8. Value Added Tax
The Company has been instructed by the Tax Authorities in 2021 to submit a value added tax return on
a quarterly basis. The Company does not have revenue, and as a result we only have refundable Value
Added Tax to submit. We provided the Tax Authorities with the quarterly tax returns on time.
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New Amsterdam Invest Annual Report 2021
During 2021 we received the refundable amount regarding the tax return Q2. The receivable at balance
sheet date ( tax return Q3 and Q4) amounts to € 130,287. After balance sheet date we received the
refundable amount regarding the tax return Q4 for the amount of € 27,022. The main receivable of
€ 103,265 regarding Q3 is still outstanding.
We have been informed by the Tax Authorities that they rst want to investigate if a so called SPAC is
taxable under the Value Added Tax. Although we are condent to receive the remaining Value Added Tax
the nal decision by the Tax Authorities is still not known and therefor uncertain. The total amount of
the refundable tax 2021 of € 145,886 is therefor at risk. In case of a negative decision the total loss will
increase with € 145,886. In our view it is not necessary to provide for this risk of uncertainty.
9. Deferred tax assets
The Company did not recognize a deferred tax asset because it is uncertain if and when the Company
is able to set off the taxable loss of the nancial year 2021 against taxable prots. The taxable loss at
balance sheet date amounts to € 1,415k. As a result the current tax recognized in the Statement of Prot
and Loss for the year amounts € 0.
10. Cash and Cash Equivalents
Cash and cash equivalents relates to the company’s current bank account in the amount of €24.568.
This amount is at the free disposal of the Company. The cash and cash equivalents can be qualied as
unrestricted.
11. Equity
Issued share capital
numbers (x € 1000)
Balance at 19 May 2021 1,275,000 51,000
Cornerstone shares as issued 1,000,000 40,000
Investor shares as issued 3,910,250 156,410
Priority shares as issued 5 0
Balance at 31 December 2021 6,185,255 247,410
The total shares as issued amount to 6,185,255 less 1,127,693 treasury shares owned by the Company.
On 8 July 2021, the Company repurchased from NAIP Holding 1,127,693 ordinary shares against
no consideration (treasury shares). The outstanding authorized share capital amounts to 4,910,250
ordinary shares, 147,307 promotor shares and 5 priority shares.
NAI successfully placed 2,455,125 Units at € 20 each consisting of two ordinary shares and two warrants
(one IPO warrant and one BC warrant). This placement can be split between
3,910,250 Ordinary Shares and 3,910,250 Warrants which have been issued to investors and 1,000,000
Ordinary Shares and 1,000,000 Warrants which have been issued to the NAIP Holding (the Promotors).
The Warrants (IPO and BC) automatically and mandatorily convert when both (1) the Business
Combination Completion Date has occurred and (2) the closing price of the Ordinary Shares on Euronext
Amsterdam reaches the Share Price Hurdle being € 11,50 per share, without any further action being
required from the Warrant Holder. The Share Price Hurdle can only be calculated accurately by taking
30 consecutive Trading Days’ available Euronext closing prices of the Ordinary Shares and determining
whether on 15 of those 30 Trading Days. The Warrants can be sold at the stock market separately from
the Ordinary Shares. The Warrants will be converted into a number of Ordinary Shares corresponding
with the Warrant Conversion Ratio. The conversion rate amounts to 0.15 or 6.67 Warrants per Ordinary
Share. The Company will only adjust the Share Price Hurdle and where appropriate the Warrant
Conversion Ratio or will take other appropriate remedial actions, in case dilutive events occur (anti-
dilution provisions).
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New Amsterdam Invest Annual Report 2021
Share premium
The share premium reserve relates to contribution on issued shares in excess of the nominal value of the
shares (above par value), and further relates to the contribution regarding the warrants.
The breakdown of the share premium ( * € 1000) is as follows:
2021
Received on Investor shares and Cornerstone shares as issued 48,906
Received on Promotor shares 699
Incremental IPO expenses directly attributable to equity (note 13) -933
Balance at 31 December 2021 48,672
Other reserves
The movements (* € 1000) are as follows:
2021
Services rendered by the Promoters in exchange for the share-based payment 750
Repurchased 1,127,693 ordinary shares against no consideration 0
Balance at 31 December 2021 750
Net asset value per share
The net asset value per share is calculated based on equity as presented in the balance sheet as at 31
December and the number of authorized shares issued as at that date.
2021 19 May 2021
Equity available from shareholders 48,437,456 51,000
Number of authorized ordinary shares 5,057,557 1,275,000
Net asset value per share (* € 1) 9.58 0.04
12. Current account related parties
This liability at the amount of € 83,184 concerns the pre-incorporation expenses which have been
charged to the Company after incorporation. These costs were made on terms equivalent to those that
prevail in arm’s length transactions. The Company did not provide any securities. No interest has been
charged.
Contingencies and commitments
As disclosed in the Prospectus the underwriters are potentially entitled to a BC Underwriting Fee. This fee
is only payable upon completion of the Business Combination and will not be paid out of the Costs Cover,
but from the funds held in the Escrow Account. As of 31 December, 2021, the BC Underwriting Fee is
considered a contingent liability under IAS 37, amounting to maximum of € 158,333.
Furthermore the Company has shortterm-service agreements with an ICT provider and a lessor of real
estate for two workplaces at our ofce in Amsterdam for a total monthly rate of € 3,100.
Off-balance sheet assets and liabilities
The Company has no off-balance sheets assets or liabilities.
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New Amsterdam Invest Annual Report 2021
Notes to the specic items of the Statement of Prot and Loss for the year
ended 31 December 2021
13. Personnel expenses
The breakdown is as follows:
2021
Wages and salaries 0
Social security contributions 0
Equity-settled share-based payments 750
Renumeration Supervisory Board 63
Interim expenses 47
Other 2
862
The issuance of the Promoter Shares by the Company is considered as share-based payment within
the scope of IFRS 2 because the Promoters ( the 4 members of the Executive Board of Directors) are
being awarded these shares at a discounted price in exchange for their services. We refer to paragraph
“Accounting Positions”. The Company considered the following:
• 50% of the promotor shares will be converted at the announcement of the Business Combination
(conversion ratio 1 promotor share results in 3.5 ordinary shares)
• The other 50% promotor shares will be converted as soon as the price hurdle is realized and the
Business Combination is in place
• If not then the promotor shares will be converted on a 1 to 1 basis to ordinary shares
Regarding the nancial year 2021 this results in a charge of € 750,000 which amount is added to the
other reserves.
14. General expenses
The most important item relates to the IPO (Initial Public Offering) expenses. The breakdown of these
expenses is as follows:
IPO expenses 2021
Legal and tax advisory 469 486
Euronext, AFM and communication 145 146
Underwriting fees 319 319
Audit fees, opening balance sheet 0 31
Interim services 0 9
Other 0 51
933 1,042
Incremental IPO expenses directly attributable to the issue of equity -933
IPO expenses directly to result 109
Audit fees and non assurance fees 81
Other general expenses as ICT and workplaces 47
Total 237
15. Negative interest Escrow account
From settlement date till 31 December 2021, an amount of € 133k has been charged as negative
interest. The interest rate is based the Euro Short Term Rate (ESTR). As off 31 March 2022, the negative
interest rate is based on ESTR -/- 10 bps.
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New Amsterdam Invest Annual Report 2021
16. Result per share
The results per share are calculated based on the total result after tax, attributable to holders of ordinary
shares and the average number of ordinary shares in issue during the year.
Numbers of employees
The Company had no employees during the nancial year.
Remuneration of managing directors and supervisory directors
The members of the Management Board are considered to be key management personnel. Remuneration
is indexed annually with the consumer price index
The Management Board will not receive any remuneration as long as the Business Combination is not
realized. The issuance of the Promoter Shares by the Company qualies as share-based payments,
because the 4 members of the Management Board are being awarded these shares at a discounted price
in exchange for their services. Their remuneration (non cash) has been measured by the Company at
€ 750,000 for the year 2021 (we refer to the “Personnel Expenses”)
The members of the Management Board do not hold shares or options in New Amsterdam Invest N.V.,
other than the promotor shares and the cornerstone shares and cornerstone warrants. The Company has
not issued loans, advances or nancial guarantees to members of the Executive Board in person.
The remuneration of the Supervisory Directors on a yearly basis will amount to € 35,000 for the chairman
and to € 25,000 for each member. For the nancial year the remuneration started at 1 April 2021.
2021
J.L. Burggraaf 25
E. Dijkgraaf 19
P. Steman 19
63
The members of the Supervisory Board do not hold shares or options in New Amsterdam Invest N.V. The
Company has not issued loans, advances or nancial guarantees to members of the Supervisory Board.
Shares or options on shares have not been and will not be awarded to members of the Supervisory
Board.
Related party transactions
All legal entities that can be controlled, jointly controlled or signicantly inuenced are considered to be
a related party. Also, entities which can control, jointly control or signicantly inuence the Company are
considered a related party. In addition, statutory managing directors and supervisory directors and close
relatives are regarded as related parties.
Other than the incorporation of the Company (including the cost thereof), the issuance of ordinary shares
and IPO warrants as part of the cornerstone investment, the issuance of the promotor shares, and the
remuneration of managing directors and supervisory directors as described in the paragraph before
there have been no related party transactions. The transactions with related parties were made on terms
equivalent to those that prevail in arm’s length transactions.
As part of the issuance of the promotor shares, the promoters have contractually agreed to pay the
Promoter Contribution in the maximum aggregate amount of € 750,000, to cover the Offering Expenses
and the Initial Working Capital. In addition, the Company did reserve an amount of € 500,000 of the
Proceeds to cover the Offering Expenses and/or the Initial Working Capital (i.e. the Reserved Amount),
which has been used to the extent (part of) the Offering Expenses and the Initial Working Capital could
not be funded from the Promoter Contribution.
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New Amsterdam Invest Annual Report 2021
If the Promoter Contribution and Reserved Amount are insufcient to fund the Offering Expenses and the
Initial Working Capital, the Promoter have contractually agreed to pay to the Company, in addition to the
Promoter Contribution, such additional amount corresponding to the outstanding Offering Expenses and
Initial Working Capital (“Optional Promotor Contribution”).
Furthermore the Company has a liability to the amount of € 83,184 concerning pre-incorporation
expenses which have been charged to the Company after incorporation and a receivable in current
account to the amount of € 1,130. No interest has been charged and no securities have been provided.
Audit fees and non-assurance fees
The Company has accounted for the following costs including the estimated costs regarding the annual
report 2021.
2021
Audit and assurance services (BDO Audit & Assurance B.V.) 64
Tax services (Mazars International Tax) 2
Other non-assurance services (other professional service rms) 15
81
The additional audit expenses are in compliance with Dutch Auditor Regulations. The total amount of
audit fees € 64k (2019: € 0k) relates to the Netherlands.
The audit fees of BDO Audit & Assurance B.V. regarding the special purpose nancial statements as
per 19 May 2021, as included in our prospectus, have been accounted for as incremental IPO expenses
directly attributable to equity for the amount of € 31,500.
Events after balance sheet date
No such events identied.
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New Amsterdam Invest Annual Report 2021
Other information
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New Amsterdam Invest Annual Report 2021
Signed for approval on 29 April 2022
Non-Executive Board of Directors
Mr. Jan Louis Burggraaf, chairmen
Mr. Elbert Dijkgraaf
Mr. Paul Steman
Executive Board of Directors
Mr. Aren van Dam, Managing Director and CEO
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
This Annual Report 2021 including the Financial Statements 2021 has been approved by the General Meeting of
Shareholders at their meeting at 22 June, 2022
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New Amsterdam Invest Annual Report 2021
Proposed distribution of the result.
Based on the rules for the distribution of results are set out in Article 25 of the Company’s Articles of
Association, the board of managing directors propose to the general meeting of shareholders to add the
negative result of € 1,232,586 to the Other Reserves.
Rules for the distribution of results are set out in Article 25 of the Company’s
Articles of Association.
Article 25
25.1 After approval of the Supervisory Board and the meeting of holders of priority shares, the board of
managing directors may decide that the prots realized during a nancial year and appearing from
the adopted annual accounts are fully or partially appropriated to increase and/or form reserves.
25.2 The prots remaining after application of article 25.1 shall be put at the disposal of the general
meeting. The board of managing directors shall make a proposal for that purpose, which proposal
has to be approved by the Supervisory Board and the meeting of holders of priority shares. A
proposal to pay a dividend shall be dealt with as a separate agenda item at the general meeting.
25.3 All shares share equally in all distributions, notwithstanding article 9.6 (for purposes of calculating
distributions, shares which the company holds in its own share capital will be disregarded) and
article 36.4 (If a Business Combination has not been entered into, the balance of the Company’s
assets after payment of all debts and the costs of the liquidation shall be distributed to the
shareholders (the waterfall)).
25.4 Distributions from the company’s distributable reserves are made pursuant to a resolution of the
general meeting, following a proposal by the board of managing directors thereto, which proposal
has to be approved by the Supervisory Board and the meeting of holders of priority shares.
25.5 Provided it appears from an interim statement of assets signed by the board of managing directors
that the requirement mentioned in article 25.8 concerning the position of the company’s assets has
been fullled, the board of managing directors may make one or more interim distributions to the
holders of shares. The board of managing directors shall make a proposal thereto, which proposal
has to be approved by the Supervisory Board and the meeting of holders of priority shares.
25.6 The board of managing directors may, after approval of the Supervisory Board, decide that a
distribution on shares shall not take place as a cash payment but as a payment in shares, or decide
that holders of shares shall have the option to receive a distribution as a cash payment and/or as a
payment in ordinary shares, out of the prot and/or at the expense of reserves, provided that the
board of managing directors is designated by the general meeting pursuant to article 8.1. The board
of managing directors shall determine the conditions applicable to the aforementioned choices.
25.7 The company’s policy on reserves and dividends shall be determined and can be amended by the
board of managing directors, after approval of the Supervisory Board. The adoption and thereafter
each amendment of the policy on reserves and dividends shall be discussed and accounted for at the
general meeting under a separate agenda item.
25.8 Distributions may be made only insofar as the company’s equity exceeds the amount of the paid in
and called up part of the issued capital, increased by the reserves which must be kept by virtue of
the law or these articles of association.
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New Amsterdam Invest Annual Report 2021
Special rights to holders of priority shares
The priority shares are held by the Stichting Prioriteit New Amsterdam Invest (Foundation Priority New
Amsterdam Invest, the Foundation), whose board is composed of the members of the Supervisory Board.
They each have one vote on the board of the foundation.
The Priority Shares held by the Foundation are not admitted to listing. The following decisions of the
Management Board require the approval of the meeting of holders of Priority Shares subject to the
approval of the Supervisory Board:
• the issuance of Shares;
• the restriction or exclusion of pre-emptive rights of Shares;
• the amendment of the Articles of Association;
• the reservation of the prots or the distribution of any prots as it appears from the adopted annual
accounts; and
• the distribution from the Company’s reserves.
The following decisions by the Management Board also require the approval of the meeting of holders of
Priority Shares
• a proposal to amend the Articles of Association;
• a proposal for legal merger and legal demerger;
• a proposal for Liquidation of the Company; and
• the exercise of voting rights on the shares in a subsidiary of the Company or shares which are
considering a participation (deelneming).
In addition to the above approval rights, the meeting of holders of Priority Shares has a binding
nomination right with respect to the appointment of Supervisory Directors. Taken the above into
consideration, the Foundation may also discourage or prevent takeover attempts. Furthermore, the
interests of the Foundation could deviate from the interests of the Company’s other Shareholders.
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New Amsterdam Invest Annual Report 2021
Independent auditor’s report
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New Amsterdam Invest Annual Report 2021
To: the shareholders and Supervisory Board of New Amsterdam Invest N.V.
A. Report on the audit of the nancial statements 2021 included in the annual
report
Our opinion
We have audited the nancial statements 2021 of New Amsterdam Invest N.V. based in Amsterdam.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the
nancial statements’ section of our report.
We are independent of New Amsterdam Invest N.V. in accordance with the EU Regulation on
specic requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit rms supervision act), the Verordening inzake de onafhankelijkheid
van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation
with respect to independence) and other relevant independence regulations in the Netherlands.
Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA,
Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufcient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to note Going concern of the nancial statements which indicates that if the Company
does not complete a business combination prior to the Business Combination Deadline, the company
must be dissolved and liquidated. These conditions indicate the existence of a material uncertainty, which
may cast signicant doubt about the company’s ability to continue as a going concern. Our opinion is not
modied in respect of this matter.
We have audited
The nancial statements comprise:
1. the statement of nancial position as at
December 31, 2021;
2. the following statements for the period May 19,
2021 until December 31, 2021: the statement of
prot and loss, the statement of comprehensive
income, changes in equity and cash ows; and
3. the notes comprising a summary of the
signicant accounting policies and other
explanatory information.
Our opinion
In our opinion, the accompanying nancial
statements give a true and fair view of the nancial
position of New Amsterdam Invest N.V. as at
December 31, 2021 and of its result and its cash
ows for the period May 19, 2021 until December
31, 2021 in accordance with International Financial
Reporting Standards as adopted by the European
Union (EU-IFRS) and with Part 9 of Book 2 of the
Dutch Civil Code.
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New Amsterdam Invest Annual Report 2021
B. Information in support of our opinion
We designed our audit procedures in the context of our audit of the nancial statements as a whole and
in forming our opinion thereon. The following information in support of our opinion was addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the nancial statements
as a whole at € 37 thousand. The materiality is based on 3% of the income (loss) before tax which
we consider to be one of the principal considerations for members of the Company in assessing the
nancial performance of the Company. We have also taken into account misstatements and/or possible
misstatements that in our opinion are material for the users of the nancial statements for qualitative
reasons.
We agreed with the Supervisory Board that misstatements in excess of € 2 thousand, which are identied
during the audit, would be reported to them, as well as smaller misstatements that in our view must be
reported on qualitative grounds.
Audit approach going concern
As elaborated in the section ‘Going concern’ (note ‘Going concern’ on page 44) of the nancial
statements, management carried out a going concern assessment and identied an uncertainty, which
may cast signicant doubt about the company’s ability to continue as a going concern. This concerns
the potential situation that the Company does not complete a business combination before the Business
Combination Deadline of 24 months from the settlement date of the IPO, with an extension period of
6 months subject to approval by the Supervisory Board. In this situation the Company shall convene a
general meeting for the purpose of adopting a resolution to dissolve and liquidate the Company. At the
time of approving the nancial statements management expects to meet this deadline and emphasizes
that the Company possesses adequate resources to continue in operational existence for the foreseeable
future.
Our procedures to evaluate the going concern assessment of management includes:
• We inquired with key members of the management board and the Supervisory Board to understand
the Company’s ability to continue as a going concern;
• We reviewed the Prospectus and escrow agreement and noted that the funds held in escrow can only
be used for the acquisition of a business combination or the distribution of funds upon liquidation.
• We agreed the opening cash position used in the cash ow forecast to the audited position at 31
December 2021;
• We performed an accuracy check on the mechanics of the cash ow forecast model prepared by
management;
• We assessed managements’ nancial forecasts prepared for a period of at least 12 months from
the date of these nancial statements. This included consideration of the reasonableness of
key underlying assumptions by reference to current and future expected operating and capital
expenditure;
• We corroborated management’s assessment of future committed and non-committed expenditure on
the exploration assets and the acquisition and considered whether it is reasonable that the Company
has control over the timing and occurrence of these cash ows over the going concern period; and
• We evaluated the adequacy of disclosures made in the nancial statements in respect of going
concern.
We evaluated whether the going concern risk including management’s plan to address the identied risk
and the most signicant underlying assumptions have been sufciently described in notes to the nancial
statements. We found the disclosure going concern in the nancial statements, where management
disclosed conditions that indicate the existence of a material uncertainty which may cast signicant doubt
about the Company’s ability to continue as a going concern to be adequate.
Audit approach fraud risks
We identied and assessed the risks of material misstatements of the nancial statements due to fraud.
During our audit we obtained an understanding of the entity and its environment and the components
of the system of internal control, including the risk assessment process and management’s process for
responding to the risks of fraud and monitoring the system of internal control and how the Supervisory
Board exercises oversight, as well as the outcome thereof. We note that management has not formalised
its fraud risk assessment and fraud response plan.
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New Amsterdam Invest Annual Report 2021
We evaluated the design and relevant aspects of the system of internal control and in particular the
fraud risk assessment. Where considered appropriate, we tested the operating effectiveness, of internal
controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to nancial
reporting fraud, misappropriation of assets and corruption. We evaluated whether these factors indicate
that a risk of material misstatement due fraud is present.
We identied the following key fraud risks:
• Management has the ability to manipulate accounting records and override controls that otherwise
appear to be operating effectively. Whilst, based on our inquiries and audit work performed
throughout the engagement, we have not encountered any specic examples of management
override and management have not communicated any instance of fraud to us.
• The risk of overstating the Initial Public Offering expenses (‘IPO expenses’);
• The risk of incorrect and/or fraudulent related party transactions.
As part of the audit response we performed the following specic procedures:
• Holding discussions with management and the Supervisory Board of New Amsterdam Invest N.V. to
consider any known or suspected instances of fraud;
• Inspecting minutes of meetings of those charged with governance;
• Evaluating the design and the implementation and, where considered appropriate, testing the
operating effectiveness of internal controls that mitigate fraud risks;
• Testing the appropriateness of journal entries made throughout the period which met specic risk-
based criteria;
• Assessing the judgments made by management when making key accounting estimates and
judgments, and challenging management on the appropriateness of these judgments, specically
around key audit matters as discussed below;
• Performing an integral test of detail of all prot and loss related journal entries as well as the equity
related journal entries (including IPO expenses), and investigating corroborative evidence. This
also included reviewing engagement letters of management’s experts and held inquiries and/or
requesting conrmations of those experts;
• Performing detailed testing on account balances which were considered to be at a greater risk of
susceptibility to fraud or management bias;
• Performing data analytics testing on outgoing payments based on pre-dened risk-based criteria
with regards to related party transactions and IPO expenses amongst others;
• Reviewing the remuneration of the Board based on the remuneration policy;
• Remaining alert for indications of fraud throughout our other audit procedures and evaluated
whether identied ndings or misstatements were indicative of fraud.
We incorporated elements of unpredictability in our audit and applied professional scepticism in
conducting our audit procedures. We also considered the outcome of our other audit procedures
and evaluated whether any ndings were indicative of fraud or non-compliance. This did not lead to
indications for fraud potentially resulting in material misstatements.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most signicance in our
audit of the nancial statements. We have communicated the key audit matters to the Supervisory Board.
The key audit matters are not a comprehensive reection of all matters discussed.
These matters were addressed in the context of our audit of the nancial statements as a whole and in
forming our opinion thereon, accordingly, the observations provided in the successive descriptions below
are not intended to provide and should not be read as a separate opinion on these matters.
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New Amsterdam Invest Annual Report 2021
Overstating of Initial Public Offering expenses
– Note 14
New Amsterdam Invest N.V. is a Special Purpose
Acquisition Company incorporated under Dutch law
as a public limited liability Company. The Company
is listed on Euronext Amsterdam since 6 July 2021.
The expenses related to the listing of the Company
are recorded as costs related to the equity
transaction and deducted from equity. These
expenses are evaluated as incremental costs that
are attributable directly to equity transactions.
The Company recognised € 932 thousand as Initial
Public Offering expenses (‘IPO expenses’) (refer to
note 14 on page 58).
We identied the risk of overstating IPO expenses,
i.e. by including legal and accounting fees that
would not have been incurred in the absence of
such IPO as a signicant risk for the nancial
statements of the Company and is considered to be
a key audit matter.
Our audit approach
For this key audit matter we applied a full
substantive audit approach.
Our audit procedures included, amongst others:
• We veried that the IPO expenses consists of (i)
fees for legal and tax advice related to the share
issue, (ii) the cost of preparing the prospectus,
(iii) fees incurred in respect of valuing the shares,
and (iv) underwriting fees.
• We performed an integral test of detail of all
prot and loss related journal entries as well
as the equity related journal entries (including
IPO expenses) and investigated corroborative
evidence.
• We reviewed engagement letters of
management’s experts and held inquiries and/or
requesting conrmations of those experts;
• We evaluated that the nature of the expenses
complies with IAS 32.
• We assessed the adequacy of the presentation
and disclosures.
Classication as share-based payments and
the determination of the grant date of the
Promoter shares – Note 13
As part of the SPAC listing, the Company issued
Promoter Shares to the Promoters and it was
agreed that the Promoters will perform services
to the Company in the capacity of management of
the Company and be considered “employees and
others providing similar services”, accordingly. The
Company should therefore assess share-based
payment arrangements with employees and non-
employees (collectively ‘the grantees’) within the
scope of IFRS 2.
In considering classication of the share-based
payment arrangement as cash or equity-settled, an
additional area of judgement is the determination
of the grant date and the vesting date. As disclosed
by management in the notes to The Promoter
Shares (page 46), the vesting period is not xed
but variable, because the share-based payment
vests in case of a Business Combination.
We identied the risk of incorrect classication
of share-based payments and the determination
of the grant date of the Promoter shares as a
signicant risk for the nancial statements of
the Company and is considered to be a key audit
matter.
Our audit approach
For this key audit matter we performed the
following audit procedures, amongst others:
• We, together with accounting specialists,
evaluated and challenged management’s
assumptions on the application of IFRS 2.
• We evaluated whether the application of the
settlement date as grant date was acceptable
when applying the terms and conditions in
the Prospectus. We considered management’s
assessment that at settlement date there was
clarity over the nature and the value of the
awarded Promoter Shares. In addition, we
evaluated whether management’s assessment
in determination of the fair value of the share-
based payments was reasonable, including
management’s estimates based on inquiries held
and corroborative evidence obtained.
• We assessed the adequacy of the presentation
and disclosures
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New Amsterdam Invest Annual Report 2021
C. Report on other information included in the annual report
In addition to the nancial statements and our auditor’s report thereon, the annual report contains other
information that consists of:
• the management board report;
• the report of the Supervisory Board;
• the remuneration report;
• other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
• is consistent with the nancial statements and does not contain material misstatements;
• contains the information as required by Part 9 of Book 2 for the management board report and
the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by
Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code for the renumeration report.
We have read the other information. Based on our knowledge and understanding obtained through
our audit of the nancial statements or otherwise, we have considered whether the other information
contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2, Section 2:135b
sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures
performed is substantially less than the scope of those performed in our audit of the nancial statements.
Management is responsible for the preparation of the other information, including the management report
in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9
of Book 2 of the Dutch Civil Code and the remuneration report in accordance with Sections 2:135b and
2:145 sub-Section 2 of the Dutch Civil Code.
D. Report on other legal and regulatory requirements and European Single
Electronic Format
European Single Electronic Format (ESEF)
New Amsterdam Invest N.V. has prepared its annual report in ESEF. The requirements for this are set
out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specication of a single electronic reporting format (hereinafter: RTS on ESEF).
In our opinion, the annual report prepared in XHTML-format, including the nancial statements of New
Amsterdam Invest N.V., complies in all material respects with RTS on ESEF.
Management is responsible for preparing the annual report including the nancial statements, in
accordance with RTS on ESEF.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report complies
with RTS on ESEF.
Our procedures, taking into account Alert 43 of NBA (the Netherlands Institute of Chartered
Accountants), included amongst others:
• obtaining an understanding of the entity’s nancial reporting process, including the preparation of
the annual nancial report in XHTML-format;
• examining whether the annual nancial report in XHTML-format is in accordance with RTS on ESEF.
Engagement
We were engaged by the Supervisory Board as auditor of New Amsterdam Invest N.V. on 5 November
2021, as of the audit for nancial year 2021 and have operated as statutory auditor ever since that
nancial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specic requirements regarding statutory audit of public-interest entities.
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New Amsterdam Invest Annual Report 2021
E. Description of responsibilities regarding the nancial statements
Responsibilities of management and the Supervisory Board for the nancial statements
Management is responsible for the preparation and fair presentation of the nancial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is
responsible for such internal control as management determines is necessary to enable the preparation of
the nancial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the nancial statements, management is responsible for assessing
the Company’s ability to continue as a going concern. Based on the nancial reporting frameworks
mentioned, management should prepare the nancial statements using the going concern basis of
accounting, unless management either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
Management should disclose events and circumstances that may cast signicant doubt on the Company’s
ability to continue as a going concern in the nancial statements.
The Supervisory Board is responsible for overseeing the Company’s nancial reporting process.
Our responsibilities for the audit of the nancial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufcient
and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not
detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to inuence the economic decisions of users taken on the
basis of these nancial statements. The materiality affects the nature, timing and extent of our audit
procedures and the evaluation of the effect of identied misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism throughout
the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
• identifying and assessing the risks of material misstatement of the nancial statements, whether due
to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining
audit evidence that is sufcient 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;
• obtaining 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 entity’s internal control;
• evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;
• concluding on the appropriateness of management’s 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 signicant doubt on the entity’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the nancial 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 auditor’s
report. However, future events or conditions may cause a Company to cease to continue as a going
concern;
• evaluating the overall presentation, structure and content of the nancial statements, including the
disclosures; and
• evaluating whether the nancial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
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New Amsterdam Invest Annual Report 2021
We communicate with the Supervisory Board regarding, among other matters, the planned scope and
timing of the audit and signicant audit ndings, including any signicant ndings in internal control that
we identify during our audit. In this respect we also submit an additional report to the audit committee
in accordance with Article 11 of the EU Regulation on specic requirements regarding statutory audit
of public-interest entities. The information included in this additional report is consistent with our audit
opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit matters: those
matters that were of most signicance in the audit of the nancial statements. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.
Amstelveen, 29 April 2022
For and on behalf of BDO Audit & Assurance B.V.,
w.s.
J.A. de Rooij RA
Herengracht 280
1016 BX Amsterdam
For Investers:
T: +31(0)20 – 854 6168
E: info@newamsterdaminvest.com
For Press:
T: +31(0)6- 5188 7210
E: alice@comprehensivestrategies.nl