This Annual Report 2022 has been approved at the
General Meeting of Shareholders 2 June 2023
KvK 82846405. Bedrijfsklasse “klein”.
Annual
report
2022
New Amsterdam Invest Annual Report 2022
3
Management Board Report
New Amsterdam Invest Annual Report 2022
4
Annual Report financial year 2022
The annual report of New Amsterdam Invest N.V. (hereinafter referred to as “NAI” or the “Company”) for
the financial year 2022, 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 2022 (“Financial Statements”) and the accompanying
notes. Furthermore the Other Information including the report on the audit of the Financial Statements
2022 as issued by the Company’s external auditor, being BDO Audit & Assurance B.V.
Company structure
NAI is a special purpose acquisition company (hereinafter referred to as “SPAC”) 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 was incorporated on 19 May 2021, and is
registered with the Trade Register of the Chamber of Commerce under number 82846405.
At the date of incorporation 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.
The Company is 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 significant 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 (hereinafter referred to as the “Target” or the “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 financial interest in other
companies and/or enterprises and
• 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 (hereinafter referred to as the “prospectus”), financial reports since then and other
information can be found on the Company’s website: www.newamsterdaminvest.nl
Strategy and progress
After the successful completion of the IPO, the Company is seeking to enter into a Business Combination
with a business active as an operating company in the commercial real estate sector.
The Company is evaluating acquisition opportunities using its financial and quantitative parameters as
described in the Prospectus (Section “Proposed Business - Business Strategy”). It is not inconceivable
that the Company might acquire a significant interest in a Target with a total value of approximately
€ 100 million. The Company’s expectations around a stable dividend stay between 4.5% and 6.5% of the
Company’s equity value.
New Amsterdam Invest Annual Report 2022
5
The Company intends to identify a potential Target which is in need of strategic growth capital, will
benefit from becoming a publicly listed company, an optimized financing structure, targeted strategic
acquisitions and/or additional working capital.
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 benefit from the Management Board’s expertise;
• financially sound Target;
• opportunity for operational improvements;
• growth opportunities through capital investment and
• opportunities for add-on acquisitions.
The selected Target may not have all of the above characteristics. We explicitly retain the flexibility 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 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 shareholders’ circular published in connection with the convocation of the BC-EGM.
During the financial year 2022 the Company made progress in identifying the Target. At the date of this
Report of the Management Board, the Management Board is in advanced discussions with a few Targets.
The focus remains on a Business Combination with a Target which fits the Company’s strategy and is at
an valuation acceptable to the Company’s shareholders. As soon as the Management Board has identified
the final 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 issue a press release and following convene an extraordinary general
shareholders meeting during which the Management Board will propose, subject to the approval by
the Supervisory Board, the Business Combination to the shareholders of the Company for its approval
(“BC-EGM”).
Financial developments financial year 2022
The result for the financial year 2022 amounts to € 2,080 thousand loss. The comparative figures, a loss
of €1,232 thousand relate to the period 19 May 2021, until 31 December 2021. As a SPAC the Company
does not generate revenue till the completion of the Business Combination. The result 2022 and 2021
consists entirely of expenses.
The breakdown is as follows (*€ 1,000):
Expenses
2022
2021
equity-settled share-based payment
1,416
750
renumeration supervisory board
85
63
interim expenses, office manager and financial director
87
57
negative interest escrow account
33
133
audit fees and non-assurance fees
151
112
insurance
126
0
legal advisory
55
17
office expenses and IT
38
22
communication
24
0
other expenses
59
75
depreciation non current assets
6
3
Result
2,080
1,232
The 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 € 1,416 thousand (2022) and € 750 thousand
(2021).
New Amsterdam Invest Annual Report 2022
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Company’s initial public offering (“IPO”) took place in June 2021. The incremental expenses 2021 directly
related to the IPO at the amount of € 933 thousand were not included in the expenses 2021 as specified
above. These expenses have been charged directly to equity. The remaining IPO expenses at the amount
of € 109 thousand were charged to the result 2021 and are included in the amount of € 1,232 thousand.
The breakdown of the IPO expenses is as follows (*€ 1,000):
2021
legal and tax advisory 486
Euronext, AFM and communication 146
underwriting fees 319
audit fees, opening balance sheet 31
interim services 9
other 51
incremental IPO expenses directly attributable to equity 1,042
IPO expenses directly charged to the result of the period -933
IPO expenses directly charged to the result of the period 109
Company’s financial position can be specified as follows:
Statement of financial position
As at 31 December
2022
2021
Assets
(* € 1,000)
(*%)
(* € 1,000)
(*%)
escrow
48,436
99.3
48,469
99.7
non current assets
12
0.0
17
0.0
current assets
336
0.7
158
0.3
total assets
48,784
100
48,644
100
Equity and liabilities
total equity
48.520
99.5
48.437
99.6
liabilities
264
0.5
207
0.4
Aggregate equity
and liabilities
48,784
100
48,644
100
The total equity at balance sheet date 31 December 2022 amounts to € 48,520 thousand on a total
investment of € 48,778 thousand. As a result the Company’s solvency amounts to 99.5%. The equity
mainly 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 received at settlement date (the date of issue) € 49,102 thousand less an amount of €
500 thousand (“reserved amount”) has been transferred directly to the Company’s escrow account. As
a result of the negative interest till September 2022, cumulative € 166 thousand, the balance at 31
December 2022 amounts to € 48,436 thousand.
The cash position at 31 December 2022 amounts to € 16 thousand. The promotors agreed to fund the
recurring expenses till the completion date of the Business Combination.
New Amsterdam Invest Annual Report 2022
7
Capital structure
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 specified 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 to supplement the amount of the “Optional
Promotor Contribution”.
Stichting Prioriteit New Amsterdam Invest (the “Stichting”) has been incorporated on 1 June 2021. The
following individuals (also Supervisory Directors) form the Board 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 affiliated with it and
all involved, and to resist, among other things, as much as possible all influences, which could threaten
the continuity, independency, financial stability or identity that are conflicting 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).
New Amsterdam Invest Annual Report 2022
8
Elisha S. Evers
Onroerend
Goed B.V.
New
Amsterdam
Invest
Participaties
B.V.
Pidalgo B.V.
New Amsterdam
Invest NV.
Public
Moshe van
Dam B.V.
The organizational structure in a glance
100%
77,3%
22,7%
0%
25%
25%
25%
100%
100%
100%
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 of shareholders 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 of shareholders
for the purpose of adopting a resolution to (i) dissolve and liquidate the Company (hereinafter the
“Liquidation”) 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:
• first, 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;
25%
Aren van Dam
B.V.
Mr. E.S. Evers
Stichting Prioriteit
New Amsterdam Invest
Mr. A.J.M.
van Dam
Mr. C.M.
Verkade
Mr. A. van Dam
New Amsterdam Invest Annual Report 2022
9
• 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
• finally, the distribution of any liquidation surplus remaining to the holders of Promoter Shares pro
rata to their respective shareholdings in the Company.
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 the 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 to 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 (hereinafter the “Promoter Contribution”),
to cover the offering expenses and the initial working capital. If the Promoter Contribution and Reserved
Amount are insufficient to fund the offering expenses and the initial working capital (which is already
the case), the Promoters 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 financial year 2022 the Optional Promotor
Contribution amounts to € 747,000.
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 financial year 2022 a negative
interest has been charged on the Escrow account of € 33,127 (previous year € 133,743. The interest rate
is based on Euro Short Term Rate (ESTR)).
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, defining 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 profile (profielschets) for its size and composition taking into
New Amsterdam Invest Annual Report 2022
10
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.
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 significant 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 significant 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
58
Managing Director
19 May 2021
Indefinite period
Mr. Moshe van Dam
56
Managing Director
19 May 2021
Indefinite period
Mr. Elisha Evers
43
Managing Director
19 May 2021
Indefinite period
Mr. Cor Verkade
56
Managing Director
19 May 2021
Indefinite period
The relevant experience and curricula vitae of each 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 24 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 Officer 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 24 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 22 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 flow. He has established a large international network with both national
New Amsterdam Invest Annual Report 2022
11
and international real estate agents and financial institutions, to generate a valuable ongoing deal flow
and maximize the financial 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 24 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
Erasmus University and 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 five (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.
Main decisions, agreements and transactions with related parties
During the financial year 2022 there is only one important Management Board decision which is
worthwhile to be disclosed. It refers to the “deferred contribution”.
As included in the Prospectus the participants contractually agreed to provide the Company with
additional capital in an aggregate amount of € 750,000 (the “Promoter Contribution”). The Promoter
Contribution together with the Reserved Amount of € 500,000 from investors has been used to cover the
Offering Expenses.
Furthermore it has been agreed that in case the Promoter Contribution and the Reserved Amount are
insufficient to fund the Offering Expenses and the Initial Working Capital the participants will pay to
the Company, in addition to the Promoter Contribution, such additional amount corresponding to the
outstanding Offering Expenses and Initial Working Capital (the “Optional Promoter Contribution”).
The “Optional Promotor Contribution” as received during the financial year 2022 amounts to € 747,000.
Part of this amount is recognized and classified as a “Deferred Contribution”. The “deferred contribution”
at balance sheet date is accounted for as current account participant. At the moment these expenses are
incurred the deferred contribution will mutate and is accounted for as share premium.
Important events affecting the Financial Report
The most important events affecting the Annual Report which occurred during the financial year 2022 are
the following:
• preliminary discussions of the Management Board with a few selected Targets as reported in
our Annual Report 2021 continued during 2022. Progress has been made. As a result we no
longer consider our discussions as “early stage”, but rather qualify our discussions as “advanced
discussions”
• after a decent and extensive process the Company succeeded in obtaining a Directors’ and Officers’
Liability Insurance Policy starting 1 March 2022
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
acknowledges an increased focus on sustainability and impact to achieve the UN SDGs e.g. transitioning
to sustainable energy, and reduction of waste.
New Amsterdam Invest Annual Report 2022
12
The Management Board believes that by investing in a more 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 analyze 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.
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 that are appropriate given the limited size of the Company’s
activities and organization as a SPAC that is in the phase of acquiring a Business Combination.
Furthermore the Company hired an interim finance director and more recent an interim business
controller to provide the Management Board with management reporting, ICT monitoring, risk
assessment, and the compilation of the financial information including the financial statements.
The review on the internal reporting including the financial statements has been performed by a
contracted external professional service firm.
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 financial 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 thereof “Managing Director”) reviewed
and analyzed the main strategic, operational, financial, 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”).
The Company is not yet an operating company and has had no business activities since the date of
incorporation. As such there is currently limited-medium credit, liquidity and market risk. Especially
because the Promoters 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 financial derivatives. On 31 December 2022, financial instruments are reviewed to see whether
or not an objective indication exists for the impairment of a financial asset or a group of financial assets.
Fraud risk
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, sufficient level of segregation of
duties, approval of bank payments, and a reporting and monitoring framework.
New Amsterdam Invest Annual Report 2022
13
The Management Board of New Amsterdam Invest N.V. is aware of the inherent risk of fraud that it faces,
both internally and externally, in conducting its activities.
In 2022, the Management Board prepared a fraud risk analysis that showed that there is a higher than
normal risk of non-compliance in some areas of its operations. These risks received additional attention,
making use of our internal control measures as implemented and periodic (and unexpected) additional
reviews conducted.
External parties must be able to trust that New Amsterdam Invest N.V. and its employees do business
in a reliable, honest and careful manner. Therefore the Company has compiled a draft code of conduct
to be finalized and to be implemented at the completion of the Business Combination. The importance
of the code of conduct and compliance will be periodically emphasized and will be subject of discussion
between manager and employee. A confidential advisor and tipline, including whistleblower policy will
be implemented. The code of conduct will be made available on our website and will be shared with our
external relations.
Our financial processes are characterized by the presence of segregation of duties taken into account
the limited size of our company. The existing measures as implemented prevents only one person from
initializing, authorizing, processing and settling transactions or liabilities and having access to assets in an
uncontrolled manner.
Despite all internal control measures, there remains the risk of management or the board overriding
internal controls and the risk of collusion between employees. Transparent decision-making, the
governance structure, an open culture in which we dare to call each other to account, the presence of a
confidential advisor to report non-ethical actions (anonymously), periodic internal and external audits on
compliance with control measures must contribute to the instances of override of controls are detected.
Given the nature of our services the Management Board also recognises an external risk of non-
compliance. The risk analysis carried out in 2022 has given us good insight into these risks and the
importance of tightening up a number of procedures.
In recent years, there have been regular reports in the media about cyber-attacks, ransomware cases
and data breaches. Given the activities of New Amsterdam Invest N.V. information security has a high
priority from the perspectives of going concern, fraud and privacy and related reputation.
During daily business operations, checks are carried out to determine whether work is being done in
accordance with the agreements made in this regard.
Conclusion
The Management Board is of the opinion that, with all procedures and control measures taken in account,
the risk assessment provides a complete overview of the risks the company faces and that adequate
procedures are in place to mitigate these risks.
Going concern
The Management Board prepared the financial statements 2022 on the basis of the going concern
assumption, which assumes that New Amsterdam Invest N.V. will continue to operate as a going concern
for the foreseeable future taken into account the following.
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 (the “business combination deadline”)
upon proposal by the Management Board and subsequent approval by the Supervisory Board. The
Management Board expects to present a business combination this year.
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.
A more detailed description of the risk of going concern is included in the “Financial Statements 2022” on
page 47.
New Amsterdam Invest Annual Report 2022
14
Risks and uncertainties
The investment in NAI carries a significant 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,
risks relating to the Warrants issued and to be issued and risks relating to taxation. All of these risk
factors may or may not occur.
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.
Below you find a summary of our main risks. Particularly risks the Company recognises as a SPAC, the
Company’s risk appetite and the likelihood and potential impact thereof. These risks and uncertainties are
reassessed twice a year by the Management Board.
Further reference is made to the description of Risk Factors in our Prospectus (pages 8 to 28), 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.
The order in which the risks are presented is not necessarily an indication of the likelihood of the risks
actually materializing, of the potential significance of the risks or of the scope of any potential negative
impact to the Company’s business, financial 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
Appetite
Likelihood
Potential
impact
The Company’s future operations will be subject to risks
associated with the commercial real estate sector
medium
high
high
The Company may face significant competition
for Business Combination opportunities
medium
high
high
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 identified any specific Target, it cannot provide specific risks of any Business
Combination. However, risks inherent in operations and investments in the commercial real estate sector
in the areas as specified 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 financial 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;
• fluctuations in interest rates, which could adversely affect the Company’s ability, or the ability of
tenants and buyers of properties, to obtain financing on favorable terms or at all;
New Amsterdam Invest Annual Report 2022
15
• unanticipated increases in operating expenses, including, without limitation, insurance costs, labor
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 favorable
rental rates;
• development activities may be more costly than anticipated or result in unforeseen liabilities and
increases in costs;
• estimated real estate values reflected in a Target’s financial statements are inherently subjective and
uncertain and may not reflect 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 fiscal
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, labor strikes, acts of God, including earthquakes, floods and other natural disasters and
acts of war or terrorism, which may result in uninsured losses.
The Company may face significant competition for Business Combination
opportunities
There may be significant competition in one 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, financial, 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 favorable 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 significantly higher
price than would otherwise have been the case, meaning that the investment of the Company’s
investors may be less favorable 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”.
New Amsterdam Invest Annual Report 2022
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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 favorable terms could be affected by
the fact that a potential Target may very well be aware
that the Company must complete a Business Combination
The Company may be qualified as an low
low
high
alternative
investment
fund
If third parties bring claims against the Company, low
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 influence 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 sufficient suitable
Business Combination opportunities. The Company believes it is appropriately prepared to find 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
financial 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 fulfilled.
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 significant stake in another Target.
Moreover, if the Company fails to complete the Business Combination by the Business Combination
Deadline, the Liquidation as defined 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
New Amsterdam Invest Annual Report 2022
17
pay out, the cost of the Liquidation and dissolution process, applicable tax liabilities or other amounts due
to third-party creditors.
Upon distribution of assets in the context of the (i) liquidation of the Company and (ii) delisting of the
Ordinary Shares and Warrants, 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 below: The ability of the Company to negotiate a Business Combination on favorable 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 favorable
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 significant financial 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 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 favorable 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 significant pressure on the Company to complete a Business Combination in a scenario where there
are not sufficient 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 qualified as an alternative investment fund
The Company is convinced that it does not qualify as an investment fund undertaking known as “AIF”
under the European Alternative Investment Fund Managers Directive (2011/61/EU). This is because until
the 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 definitive 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, find that the
Company qualifies 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 difficult to
conduct its business or complete a Business Combination. Any of the foregoing could have a material
adverse effect on the Company’s business, financial condition, results of operations and prospects.
New Amsterdam Invest Annual Report 2022
18
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 influence 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 affiliated with it and all involved, and
to resist, among other things, as much as possible all influences, which could threaten the continuity,
independency, financial stability or identity that are conflicting 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 affiliated 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 profits or the distribution of any profits 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. Taking 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.
New Amsterdam Invest Annual Report 2022
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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 significant (joint) experience in targeting potential business
opportunities in the commercial real estate sector. The Managing Directors are of key importance for the
identification 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 parttime professional staff (finance director, business controller, and an office
manager) and contracted several professional services firms. 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
low
low
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 conflicts 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 affiliates) may
materially adversely affect the Company
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 flexibility 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
New Amsterdam Invest Annual Report 2022
20
in a more diversified 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 significant 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, financial 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 filed 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 Board 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 reflect 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.
Reference is made to the section “Dutch Corporate Governance Code” within this report.
Managing Directors may allocate their time to other businesses leading to
potential conflicts 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 significant 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 conflict 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.
Damage to the reputation of the Company or the Promoters (or any of their
affiliates) 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 affiliates). 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, financial
condition, results of operations and prospects of the Company.
New Amsterdam Invest Annual Report 2022
21
Reporting and Financial Risks
Risk description (in summary)
Risk
Potential
Appetite
Likelihood
impact
The Company will be constrained by the potential
medium
low
high
need to finance 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 financing
low
low
low
and there can be no assurance that it will be able
to obtain such financing, which could compel the
Company to restructure or abandon a particular
proposed Business Combination
The Company may be subject to foreign investment
medium
high
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
high
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
low
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
New Amsterdam Invest Annual Report 2022
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The Company will be constrained by the potential need to finance
repurchases of Ordinary Shares in connection with a Business Combination
The Company may only proceed with a Business Combination if it can confirm that it has sufficient
financial 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 sufficient 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 financing 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 financing and there can be no
assurance that it will be able to obtain such financing, which could compel the Company to restructure or
abandon a particular proposed Business Combination”.
The above considerations may limit the Company’s ability to complete the Business Combination in the
most favorable way, make it difficult to optimise its capital structure and may increase the
probability that the Business Combination will be unsuccessful. This may negatively impact the business,
development, financial 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 specific 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, external auditors, lawyers, consultants and other advisors. If the
Company decides not to complete a specific 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 specific 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, financial condition, results of operations and prospects
of the Company.
The Company may need to arrange third-party financing and there can be no
assurance that it will be able to obtain such financing, which could compel
New Amsterdam Invest Annual Report 2022
23
the Company to restructure or abandon a particular proposed Business
Combination
Although the Company has not yet identified any specific 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 sufficient to complete the Business Combination.
If the Company has insufficient funds available, the Company could be required to seek additional
financing, including by issuing debt securities or securing debt financing. Lenders may be unwilling to
extend debt financing 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, financial
condition, results of operations and prospects of the Company.
To the extent additional financing is necessary to complete a Business Combination and such financing
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 favorable terms, which may adversely affect any return for Shareholders.
Even if additional financing is not required to complete the Business Combination, the Company may
subsequently require such financing to implement operational improvements in the Target. The failure to
secure additional financing or to secure such additional financing 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 financing 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 financial 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 financial information in a currency other than the euro and conducts operations or
generates 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 significant changes in the Company’s reported
financial 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 sufficient
or effective to cover the risk. The Company being subject to foreign investment and exchange risks could
negatively impact the business, development, financial condition, results of operations and prospects of
the Company.
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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 financial 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 an active market. Investors may be unable to sell
their Ordinary Shares and/or Warrants unless a viable market can be established and maintained.
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 five 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 first Business Day after the fifth (5th)
anniversary of the Business Combination Completion Date).
Ordinary Shareholders may not be able to realize 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 realize 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.
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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
office 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 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
internal audit function as set out in best practice 1.3.1 to 1.3.5
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 findings
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 and the Supervisory Board. When selecting the Managing Directors and Supervisory Directors,
the available persons that met the requirements of skill, expertise and affiliation 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 and will follow the requirements as
set out in the legislation on ingrowth quota.
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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.
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 following 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 do so
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 conflicts of interest
The Managing Directors own a private real estate company Van Dam, Van Dam & Verkade B.V.. The
main objective of NAI is to acquire a significant 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 conflict of interest exists, the Management Board is not only fully aware of this risk but is also strictly
monitored on this potential risk by the Supervisory Board.
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 notifications 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 affiliated 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
New Amsterdam Invest Annual Report 2022
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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.
Significant direct and indirect shareholdings
As of the date of this report the Company is not familiar with significant 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 approve 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’.
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. 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 fixed period of five 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.
Significant agreements with impact on the control of the company
There are no other significant agreements with impact on the control of the Company as already included
in this report.
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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.
Responsibility Statement by the Management Board
The Company has identified the main risks it faces, including financial reporting risks. These risks can be
found in the chapter “Risks and Uncertainties” as included in this report. In line with the Dutch Corporate
Governance Code and the Dutch Financial Supervision Act (Wet op het Financieel 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 profile of the
Company.
The design of the Company’s internal risk management and control systems has been described in
the section “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 financial 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 thereof “Managing Director”) reviewed and analyzed the main strategic, operational,
financial, 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”).
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 sufficient insights into any failings in the effectiveness of the internal risk
management and control systems;
• the aforementioned systems provide reasonable assurance that the financial reporting does not
contain any material inaccuracies;
• based on the current state of affairs, it is justified that the financial 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”, confirm to the best of their
knowledge:
• the Company’s financial statements for 2022 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 financial position as at 31
December 2022, and of the 2022 profit and loss statement and cashflow statement and,
• this report gives a true and fair view on the situation on the balance sheet date as at 31 December
2022, the development and performance of the business and the position of the Company of which
the financial information at 31 December 2022, is included in the report and includes a description of
the main risks and uncertainties that the Company faces.
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Amsterdam, 13 April 2023
Management Board
Mr. Aren van Dam, CEO and Managing Director
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
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Report of the Supervisory Board
New Amsterdam Invest Annual Report 2022
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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
59
Chairperson
19 May 2021
4 years
Mr. Elbert Dijkgraaf
53
Supervisory Director
19 May 2021
4 years
Mr. Paul Steman
58
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 senior M&A advisor with Burggraaf & Hoekstra. Mr. Burggraaf is
a former partner with one of the leading law firm of the world. He has more than 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 Salta, non-executive director at DPG N.V., 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 spokesman for the committees of Economic Affairs, Finance, Social Affairs,
Infrastructure, Defence and Education. He is currently chairman of the Supervisory Board (“Voorzitter van
de Raad van Toezicht”) of Wageningen University. He is a Member of the supervisory Board of SRK en till
1 Deceber 2022 a member of de Supervisory Board of 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 certified public auditor, 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 firm, 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 certified public auditor (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 was till March 2023 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 from each other.
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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 significant 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
identified 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 affiliation 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 and will follow the requirements as
set out in the legislation on ingrowth quota.
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.
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 2022
The Supervisory Board held nine regular meetings in 2022. All Supervisory Directors attended all the
meetings, as such the absenteeism rate is zero. All such meetings were also attended by the Managing
Directors except for two meetings which were held without the members of the Management Board, such
as the meeting where the Supervisory Board discussed 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;
• auditors report including the findings and recommendations regarding the audit 2021 in presence of
the external auditor;
• audit Plan 2022 in presence of the external auditor;
• assessment of main risks;
• progress in the search for a Business Combination; and
• directors and officers (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 size of the Supervisory Board. If, in the
future, the Supervisory Board would consist of more than four members, it should, in addition to an audit
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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.
No Audit Committee
As the Supervisory Board is composed of three (3) Supervisory Directors, it is not required to the Dutch
Corporate Governance Code, 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 to 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:
• monitoring the financial-accounting process and preparation of proposal to safeguard the integrity of
the process;
• monitoring of the efficiency of the internal management system, and the risk management system
with respect to financial reporting;
• monitoring of the statutory audit of the financial 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 firms Act (Wet toezicht accountantsorganisaties) (Wta)
or the accountants organization or audit organization 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 firm of the
external auditor;
• adoption of the procedure for the selection of the external auditor or audit firm 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;
• monitoring of the compliance with the external auditor’s recommendations; and
• 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 each 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 efficiency 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 discussed, in the absence of the Management Board, its own functioning.
This evaluation was performed by the Chairman of the Supervisory Board, by means of a structured
questionnaire. At least once per year, outside the presence of the Management Board, the Supervisory
Board will evaluate both 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 fills in a questionnaire and addresses items such as: team effectiveness, interaction, transparency,
composition and profile, competences, effectiveness of individual members, quality of information and the
relationship with the Management Board.
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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 financial 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 financial 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 unqualified opinion on these financial statements. 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 (date to be decided) adopts the financial statements and the
appropriation of the result.
Result appropriation
New Amsterdam Invest N.V. realized a loss in 2022 € 2,1 million (previous year € 1.2 million). The
proposal to the General Meeting of Shareholders is to recognize this loss in other reserves. Each of the
members of the Supervisory Board have signed the financial statements to comply with their statutory
obligation pursuant to article 2:101, paragraph 2, of the Dutch Civil Code.
Outlook
The Supervisory Board 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, 13 April 2023
Supervisory Board
Mr. Jan Louis Burggraaf
Mr. Elbert Dijkgraaf
Mr. Paul Steman
New Amsterdam Invest Annual Report 2022
35
Remuneration report
New Amsterdam Invest Annual Report 2022
36
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 financial year 2022. The
report will also be published as a stand-alone document on the company’s website after the 2023 Annual
General Meeting of Shareholders.
Annual General Meeting
The chairman invited the shareholders to discuss the remuneration report 2021 at the annual general
meeting 22 June 2022. The chairman informed the shareholders that the votes as casted will be an
advisory vote and further classify as a non binding vote. The Chairman establishes that there are no
questions and proceeds to an advisory vote on this agenda item. The Annual General Meeting is given the
opportunity to vote via the voting devices. The Chairman read aloud the advisory voting results, which
are in accordance with the following overview:
number
%
For
1,804,007
88.78
Against
0
0
Abstain
228,000
11.22
Total
2,032,007
100.00
The Chairman concludes that agenda item regarding the remuneration report with the required majority
of votes has been passed and closes this agenda item.
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 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 Promoter at an aggregated price of
€ 750,000 to supplement with the amount of the “Optional promotor Contribution”.
Furthermore, at settlement date, the Company issued 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 fixed but variable,
New Amsterdam Invest Annual Report 2022
37
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
originally expected that the vesting period would be 18 months after the settlement date. Therefore, the
Company recognized 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. We refer to the section
“Events after the balance sheet date” for vesting period as revised by the Company in 2023.
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 fifth
(5th) anniversary of the Business Combination Completion Date
Regarding the financial year 2022 this results in a charge of € 1,416,000 which amount is added to the
other reserves.
The remuneration of the Managing Directors following the Business Combination, if any, shall be disclosed
in the shareholders’ 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
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, excluding travel expenses. 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, warrants or options in New Amsterdam Invest N.V. The Company has not
issued loans, advances or financial guarantees 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 and more recent a business
controller on an interim basis. Due the SPAC nature of the Company, the compensation of the financial
director and business controller (hours against a fixed 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 financial years 2022 and 2021, because the Company is
incorporated in the middle of 2021 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 first financial 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 financial year.
New Amsterdam Invest Annual Report 2022
38
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 fixed and variable remuneration components when determining the pay ratio
for a given year. Considering the Company has no employees other than the promotors and hired interim
personnel, the pay ratio is not relevant in the case of New Amsterdam 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.
New Amsterdam Invest Annual Report 2022
39
Financial statements 2022
New Amsterdam Invest Annual Report 2022
40
Financial statements 2022
Statement of Financial Position as at 31 December 2022 41
Statement of Profit and Loss for the year ended 31 December 2022 43
Statement of Comprehensive Income for the year ended 31 December 2022 44
Cash Flow Statement for the year ended 31 December 2022 45
Statement of Changes in Equity for the year ended 31 December 2022 46
Notes to the financial statements for the year ended 31 December 2022 47
New Amsterdam Invest Annual Report 2022
41
Statement of Financial Position
as at 31 December 2022
(x € 1,000)
Note
2022
2021
Assets
Non-current assets
Property, plant and equipment
1
12
17
Total non-current assets
12
17
Current assets
Value added tax receivable
2
176
130
Escrow account
3
48,436
48,469
Deferred tax assets
4
0
0
Current account participant
5
7
1
Other assets and prepaid expenses
6
137
3
Cash and cash equivalents
7
16
24
Total current assets
48,772
48,627
Total assets
48,784
48,644
New Amsterdam Invest Annual Report 2022
42
Statement of Financial Position
as at 31 December 2022
(x € 1,000)
Note
2022
2021
Equity and Liabilities
Equity and Liabilities
Equity attributable to shareholders
Issued share capital
247
247
Share premium
49,419
48,672
Legal reserve
0
0
Other reserves
934
750
Result for the period
-2,080
-1.232
Total equity
8
48,520
48,437
Current liabilities
Trade payables
20
15
Tax liabilities
0
0
Current account participant
0
0
Current account related parties
9
104
83
Other short-term liabilities
140
109
Total current liabilities
264
207
Total equity and liabilities
48,784
48,644
New Amsterdam Invest Annual Report 2022
43
Statement of Profit and Loss
for the year ended 31 December 2022
(x € 1,000)
Note
1 January 2022
to 31 December
2022
19 May 2021
to 31 December
2021
Total revenue
0
0
Direct related costs
0
0
Net rental income
0
0
Personnel expenses
10
1,592
862
General expenses
11
449
234
Depreciation property, plant and equipment
1
6
3
Total expenses
2,047
1,099
Net margin
-2,047
-1,099
Other operating result
0
0
Operating result
-2,047
-1,099
Financial income
0
0
Negative interest Escrow account
12
-33
-133
Result before tax
-2,080
-1,232
Taxation
0
0
Result for the year
-2,080
-1,232
Result attributable to the ordinary equity holders
-2,080
-1,232
Basic earnings per share (x €)
13
-0,4112
-0,2437
Diluted earnings per share (x €)
-0,4112
-0,2437
The comparative figures regard a period less than 12 months,
for which reason amounts presented in the financial statements
are not entirely comparable.
New Amsterdam Invest Annual Report 2022
44
Statement of Comprehensive Income
for the year ended 31 December 2022
(x € 1,000)
Note
1 January 2022
to 31 December
2022
19 May 2021
to 31 December
2021
Result for the year
-2,080
-1,232
Other comprehensive income
for the year net of income tax
0
0
Total comprehensive income
-2,080
-1,232
Result attributable to the ordinary equity holders
-2,080
-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 profit for the period 0 0
New Amsterdam Invest Annual Report 2022
45
Cash Flow Statement
for the year ended 31 December 2022
(x € 1,000) Note
1 January 2022
to 31 December
2022
19 May 2021
to 31 December
2021
Operating activities
Result (loss)
-2,080
-1,232
Adjustments:
Depreciation 1
6
3
Services rendered by promotors in exchange
for the share based payment
1,416
750
Negative interest Escrow account 12
33
133
Cash generated from operations
-625
-346
Changes in working capital
Increase current liabilities
57
207
Increase current assets excluding
cash and cash equivalents
-186
-134
Cash flow from operating activities
-754
-273
Investment activities
Investments in property, plant and equipment 1
-1
-20
Cash flow from investing activities
-1
-20
Financing activities
Proceeds from share premium
Optional Promotor Contribu-tion 8
747
0
Incremental IPO expenses directly
attributable to equity
0
-933
Expenses covered by Reserved Amount
out of Proceeds from investors
0
500
Proceeds from share premium promotor shares
0
699
Cash flow from financing activities
747
266
Movement Cash and cash equivalents
-8
-27
Cash and cash equivalents at 1 January (19 May)
24
51
Cash and cash equivalents at 31 December
16
24
The Escrow account is not included in this cash flow statement as the Escrow account is not classified as
cash and cash equivalents.
New Amsterdam Invest Annual Report 2022
46
Statement of changes in Equity
for the year ended 31 December 2022
(x €1,000)
Issued
share capital
Share
premium
Legal
Reserve
OtherResult for
reserve
the year
Total
Equity
Balance at 31 December 2021
247
48,672
0
750
-1,232
48,437
Adoption of the result 2021
0
0
0
-1,232
1,232
0
Result for the year
0
0
0
0
-2,080
-2,080
Other comprehensive income for the year
0
0
0
0
0
0
Total comprehensive income
247
48,672
0
-482
-2,080
46,357
Issue of share capital
0
0
0
0
0
0
Own shares acquired in the year
0
0
0
0
0
0
Additional promotor contribution
0
747
0
0
0
747
Equity settled share based payments
0
0
0
1,416
0
1,416
Incremental costs directly attributable
to the issue of new shares
0
0
0
0
0
0
Balance at 31 December 2022
247
49,419
0
934
-2,080
48,520
Statement of changes in Equity
for the year ended 31 December 2021
Issued
Share
Legal
OtherResult for
Total
(x €1,000)
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
Additional promotor contribution
0
0
0
0
0
0
Equity settled share based payments
0
0
0
750
0
750
Incremental costs directly attributable
to the issue of new shares
0
-933
0
0
0
-933
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.
New Amsterdam Invest Annual Report 2022
47
Notes to the Financial Statements
for the year ended 31 December 2022
General information
New Amsterdam Invest N.V. (hereafter referred to as “NAI” or the “Company”) is a special purpose
acquisition company incorporated under the laws of the Netherlands as a public company (naamloze
vennootschap), with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands. The Company
was incorporated on 19 May 2021 by New Amsterdam Invest Participations B.V. (hereafter referred to as
“NAIP”), and is registered with the Trade Register of the Chamber of Commerce under number 82846405.
The Company is listed on Euronext Amsterdam from 6 July 2021.
The main purpose of the Company is to acquire a significant stake in a business or 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 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 Profit 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 ratified on 25 May 2021.
The information in these financial statements are presented in euros, which is the Company’s functional
currency and has been audited by the Company’s statutory auditor.
Going concern
The financial statements are prepared on the basis of the going concern assumption, which assumes that
New Amsterdam Invest N.V. will continue to operate as a going concern for the foreseeable future taking
into account the following.
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 (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. The Company expects to present a
business combination this year.
As a result of such a 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, and will be distributed in accordance with the
predetermined order of priority as set out in the prospectus. The holders of warrants shall not receive
any distribution in the event of liquidation. 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 significant doubt about
the company’s ability to continue as a going concern. The (financial) risk for our shareholders is largely
mitigated by the fact that the Company still holds € 48 million in an Escrow Account, which can only be
released upon meeting strict requirements.
Furthermore, the Company has raised a promotor contribution from the sale of the promotor shares
amounting to € 750k and a reserved amount of € 500k being 1% of the proceeds of the investor
shareholders. If the promotor contribution and the reserved amount are insufficient to fund the offering
expenses and the initial working capital until the business combination deadline, which is in fact already
New Amsterdam Invest Annual Report 2022
48
the case since 31 December 2021, the promoters have contractually agreed to pay to the Company the
deficit until the date of the business combination deadline. During the financial year 2022 an amount of
€ 747,000 has been accounted for as optional promotor contribution ( received € 740,000).
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.
In its going concern assessment, the Management Board of New Amsterdam Invest N.V. considers
the timely completion of a business combination. Further the Company has taken into account both
operational and financial aspects and has drawn up a plan in which the foreseeable business processes
and their continuity are closely monitored. The financial forecasts are estimated to the best of our
knowledge and are expressed in an annual budget. The financial year ended 31 December 2022 was a
normal year for New Amsterdam Invest N.V. as a so called special purpose acquisition company. The most
important key figures in the context of the going concern assumption as on 31 December 2022 are as
follows (* € 1,000):
2022
2021
Equity
48,520
48,437
Result
-2,080
-1,232
Working capital
72
-49
Solvency
99,46%
99,57%
Liquidity:
Operating cash flow
-754
-273
Current and quick ratio
1,27
0,76
The Management Board has, at the time of approving these financial statements, a reasonable
expectation that the Company has adequate resources to continue in operational existence for
the foreseeable future. The funding needed to finance the estimated costs 2023 until the business
combination deadline have been made available by the promotors to Company’s bank account.
During the financial year 2022 the Company made progress in identifying the Target. At the date of
this Annual Report, the Management Board is in advanced discussions with a few Targets. The focus
remains on a Business Combination with a Target which fits the Company’s strategy and is at a valuation,
acceptable to the Company’s shareholders. As soon as the Management Board has identified the final
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 issue a press release and following convene an extraordinary general shareholders meeting
during which the Management Board will propose, subject to the approval by the Supervisory Board, the
Business Combination to the shareholders of the Company for its approval (“BC-EGM”).
Thus the Management Board adopts the going concern basis of accounting in preparing these financial
statements 2022.
New Amsterdam Invest Annual Report 2022
49
Changes in accounting estimates
At the date of incorporation 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.
The promotor shares are considered by NAI as a share-based payment, because the Promoters, operating
as the Management Board of the Company, are being awarded these shares at a discounted price in
exchange for their services. Furthermore, the Promoters shall be considered as “employees and others
providing similar services”.
The fair value of the share-based payment at the grant date, 8 July 2021, is for the Company 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 fixed but variable, because the share-based payment primary vests in case of a
Business Combination. The Company estimated the original vesting period at 18 months (77 weeks) after
the settlement date, because the Company expected that the search for a Business Combination could be
successful at the end of 2022.
The Management Board of NAI is confident, despite the continuously changing market conditions as a
result of the war in Ukraine and increasing interest rates, that it is more likely than not (probable) that
NAI will be successful in selecting and presenting a Business Combination to the shareholders. However
as at 31 December 2022 the initial estimate of the variable vesting period at 18 months (77 weeks) does
not reflect the conditions that exist at that date.
A first revision of the estimated length of the vesting period is appropriate at the balance sheet date with
a period of 3 weeks. The revised vesting period at 31 December 2022 starts 8 July 2021 and ends 20
January 2023. A period of 80 weeks in total.
The impact on the result 2022 of the revision of the vesting period amounts to € 84,000. Because the
amount of the share base payment as charged to the result is accounted for as share premium, the
revision of the vesting period does not have impact on the (net) equity.
Following 20 January 2023 an event occurred which forced the Company to revise the vesting period of
the share-based payment for a second time, from 80 weeks to 92 weeks. The event that occurred was
the preliminary cancelation of the negotiations with a potential target. This second revision is considered
a non-adjusting event because at the balance sheet date 31 December 2022, there were no signals that
this event would occur. The second revision of the vesting period does not have an impact on the results
over 2022 and the equity as at 31 December 2022.
New Amsterdam Invest Annual Report 2022
50
Material accounting policies
Basis of preparation
The financial statements have been prepared in accordance with, and comply with International Financial
Reporting Standards (IFRS Standards) and with interpretations adopted by the European Union (IFRS)
and with Part 9 of Book 2 of the Dutch Civil Code.
The Company reports cash flows from operating activities using the indirect method. Further the
preparation of the financial statements is based on the historical cost, 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 preparation of the financial statements 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 the annex “Accounting Positions” for a disclosure of the
judgements that the Company has made in the process of applying the Company’s accounting policies.
All amounts have been rounded to the nearest thousand, unless otherwise indicated. The financial
statements have been prepared before appropriation of the result.
The principal accounting policies adopted are set out below
Property, plant and equipment
At balance sheet date Company’s “Property, plant and equipment” exists of ICT equipment and 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. 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 benefits associated with the
item will flow 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 financial 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
financial 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.
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 flows 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 identified, 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 identified. Recoverable amount is the
higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future
New Amsterdam Invest Annual Report 2022
51
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates of
future cash flows 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 profit 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 profit 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 profit 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 financial liabilities are recognized in the Company’s statement of financial position
when the Group becomes a party to the contractual provisions of the instrument. Financial assets and
financial liabilities are initially measured at fair value, except for (trade) receivables, payables and the
escrow account that do not have a significant financing component which are measured at transaction price.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognized immediately in profit or loss.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial 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 insignificant risk of changes in value.
Trade and other receivables
Trade and other receivables are recognized initially at the amount of consideration that is unconditional
unless they contain significant financing components, when they are recognized at fair value.
Trade payables and other short term liabilities
Trade payables and other short term liabilities principally comprise amounts outstanding for trade
purchases and ongoing costs. These amounts represent liabilities provided to the Company prior to the
end of the financial year which are unpaid.
The average credit period taken for trade purchases is 30 days. For most suppliers no interest is charged
on the trade payables from the date of the invoice.
Other short term liabilities are presented as current liabilities unless payment is not due within 12 months
after the reporting period. They are recognized initially at their fair value. Whereby the best evidence of
the fair value of a financial instrument at initial recognition is normally the transaction price (i.e. the fair
value of the consideration received). Subsequent measurement is at amortized cost using the effective
interest method.
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Current tax and deferred tax
The current tax is based on the taxable result for the year. Till the date of the business combination the
taxable result will be a loss, because the Company will only recognize expenses and no revenues.
A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable
that taxable profit will be available against which the deductible temporary difference can be utilized.
Deferred tax assets arising from negative results are only recognized to the extent that it is probable that
there will be sufficient taxable profits to utilize them 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 sufficient taxable profits 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 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 reflects 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.
Revenue recognition
The Company is incorporated for the purpose of acquiring a significant stake in a business or company
active as an operating company in the commercial real estate sector. Until this Business Combination will
be effectuated the Company does not recognize revenue.
Expenses
Expenses arising from the Company’s operations are accounted for in the year incurred.
Interest on Escrow account
Finance expenses including negative interest and positive interest on balance as charged for the period to
the Escrow account by Intertrust.
Current tax and deferred tax for the year (taxation)
The income tax expense represents the sum of the tax currently payable and deferred tax.
Current and deferred tax are recognized in profit 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 losses of the financial year’s 2021 and 2022, against taxable profits in the
future.
Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary equity holders
of the parent entity (the numerator) by the weighted average number of ordinary shares outstanding
(the denominator) during the period. The denominator is calculated by adjusting the shares in issue at
the beginning of the period by the number of shares bought back or issued during the period, multiplied
by a time-weighting factor. Contingently issuable shares are included in the basic earnings per share
denominator when the contingency has been met.
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Diluted earnings per share is calculated by adjusting the earnings and number of shares for the effects
of dilutive options and other dilutive potential ordinary shares. Because of the negative results 2022 and
2021 the diluted earnings per share become anti-dilutive. As a result the diluted earnings per share as
presented are equal to the basic earnings per share.
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
reflect changes in market conditions.
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 financial derivatives.
On the balance sheet date, financial instruments if applicable are reviewed to see whether or not an
objective indication exists for the impairment of a financial asset or a group of financial assets.
The Company’s objectives when managing capital are 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 financial loss to the Company if a counterparty to a financial 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 55 and
further.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s
objective when managing liquidity is to ensure, as far as possible, that it will have sufficient 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 2022, the
Company has sufficient funds and borrowing capacities from the promotors to pay its obligations for the
period till the date of the Business Combination. 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 flows.
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 financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimizing the
return.
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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 of 31 March 2022, the
negative interest rate is based on ESTR -/- 10 bps.
Adoption of new and revised Standards
At the date of authorization of Company’s financial statements 2022 there are no new and or revised
IFRS Standards to disclose (effective or not yet effective), with a material impact on the Company in the
current or future reporting periods and on foreseeable future transactions, except for:
• Classification of Public Shares as Financial Liabilities or Equity (Agenda Paper 5)
The Company took knowledge from “agenda paper 5”. It is Company’s view, as assessed with the
compilation of the Annual Report 2021, that the ordinary shares (including the cornerstone shares issued
to the promoters) classify under IAS 32.16(a) as equity because: (1) 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
Management Board of the Company; and (2) the redemption upon liquidation cannot occur without the
prior approval of the General Meeting of the Company.
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 Management Board 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 financial 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.
It is Company’s view 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
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55
for the share-based payment will be received during the vesting period. The vesting period is not fixed
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.
The Priority Shares
The Priority Shares have been issued to Stichting Prioriteit New Amsterdam Invest (Stichting). 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 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 Management Board;
• 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 fixed for fixed 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 sufficient 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 recognized on the purchase, sale, issue, or cancellation of treasury shares.
Consideration paid or received will be recognized directly in equity.
The Escrow Account
The Company has evaluated the classification 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.
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56
The Escrow Account cannot be considered a demand deposit as a consequence of the restrictions. The
amounts can only be withdrawn in specific 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 Management Board, confirming
that the conditions, if any, to completing of the Business Combination are satisfied or waived in
accordance with the transaction documentation in effect between the Company and the Target
and (b) a written confirmation 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;
ii. upon receipt of a written confirmation 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 first Business Day three (3) years after the execution date of the Escrow Agreement; or
iv. upon receipt by the Escrow Agent of a final judgment from a competent court or arbitral tribunal,
confirmed to be enforceable in the Netherlands by a reputable law firm, 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
2022 as an other financial 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. Within the financial year 2021 the Company has issued new shares
and simultaneously listed these shares. The following incremental costs have been 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.
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Notes to the specific items of the Statement
of Financial Position as at 31 December 2022
1. Property, plant and equipment
The property, plant and equipment consist of acquired laptops, office printer, and the setup of our IT
environment in July 2021.
The breakdown is as follows (x € 1,000):
2022
2021
Balance at 31 December 2021/19 May 2021
17
0
Investments
1
20
Depreciation
-6
-3
Balance at 31 December
12
17
Total acquisition at costs
21
20
Total depreciation
9
3
Balance at 31 December
12
17
2. 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 till the completion date of the Business
Combination, 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.
During 2021 and 2022 the Company received the refundable amount regarding the tax return Q2 2021
and Q4 2021 to the amount of € 42,621.The main receivable at balance sheet date amounts to € 176,796
outstanding (previous year € 130,287).
We have been informed in 2021 by the Tax Authorities that they first want to investigate if a so called
SPAC is taxable under the Value Added Tax. At the end of 2022 we have been informed by the Tax
Authorities that New Amsterdam Invest N.V. is not taxable under the VAT. We do not agree with this
decision and we are still confident that the Tax Authorities will reconsider their decision.
The total amount of the refundable tax until 31 December 2022 of € 219,417 is therefore at risk. In case
the negative decision will not change the total loss of the Company will increase with € 219,417. In our
view it is probable (more likely than not) for NAI to recover the outstanding amount. As a consequence of
the level of uncertainty we did not provide for this risk.
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58
3. Escrow account
The movement during the reporting periods is as follows (*€ 1,000):
Balance at 19 May 2021
0
Proceeds from investors
48,602
Negative interest 2021
-133
Balance at 31 December 2021
48,469
Negative interest 2022
-33
Balance at 31 December 2022
48,436
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 received € 49,102,500 less an amount of € 500,000 (the “Reserved Amount”) has
been transferred directly to the Company’s Escrow Account.
The Company agreed upon an Escrow Agreement dated 22 June 2021. A number of the Specific terms
and conditions, and processes managing the liquidity are the following:
a. 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.
b. The Company shall not be entitled to claim from the Escrow Agent or the Foundation or any party
related thereto, including their respective directors, officers, and employees any punitive, special,
indirect or consequential damages or loss of profit or for any loss of goodwill or possible business,
whether actual or prospective, as a result of or in connection with this Escrow Agreement.
c. 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 final upon receipt thereof by the Company unless the Company notifies the
Escrow Agent in writing to the contrary within 20 (twenty) Business Days from the date of such
statement or report.
d. 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 Verification Procedure. If the Escrow Agent is required to carry
out the Verification 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 Verification Procedure.
e. 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, noncompliance 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 financial 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.
f. 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 first
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
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59
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).
g. 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;
h. 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 flows.
4. Deferred tax assets
Till the date of the business combination the taxable result will be a loss, because the Company will only
recognises expenses and no revenues.
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 losses of the financial year’s 2021 and 2022, against taxable profits in
the future. The taxable loss at balance sheet date amounts to € 2,081 thousand and consist out of the
taxable loss financial year 2021 as included in the tax return to the amount of € 1,419 thousand and the
estimated tax loss for the financial year 2022 of € 662 thousand.
5. Current account participant
This liability concerns the current account with New Amsterdam Participaties B.V.. No interest has been
charged. The break down is as follows:
2022
Deferred Contribution (see below)
7,173
Other items previous year
525
Current account
7,698
As included in the Prospectus the participant contractually agreed to provide the Company with
additional capital in an aggregate amount of € 750,000 (the “Promoter Contribution”). The Promoter
Contribution together with the Reserved Amount of € 500,000 from investors has been used to cover the
Offering Expenses.
Furthermore the promotors agreed that in case the Promoter Contribution and the Reserved Amount are
insufficient to fund the Offering Expenses and the Initial Working Capital the promotors/participants have
to pay to the Company, in addition to the Promoter Contribution, such additional amount corresponding
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60
to the outstanding Offering Expenses and Initial Working Capital (the “Optional Promoter Contribution”).
The “Optional Promotor Contribution” as received during the financial year 2022 amounts to € 740,000.
Part of this amount is recognized and classified as a “Deferred Contribution”.
(* € 1,000)
2022
Other short-term liabilities
140
Other assets and prepaid expenses excluding se-curity deposits
133
On balance and recognized as “deferred contribution”
7
Optional Promotor Contribution in cash
740
Recognized as “Deferred Contribution”
7
Recognized as Share Premium
747
The “deferred contribution” at balance sheet date is accounted for as current account participant. At the
moment these expenses are incurred the deferred contribution will decrease and is accounted for as
share premium.
6. Other assets and prepaid expenses
All other assets and prepaid expenses are due in less than one year. The fair value of the receivables
coincides with the balance sheet valuation.
7. Cash and Cash Equivalents
Cash and cash equivalents relates to the company’s current bank account in the amount of € 16,347.
This amount is at the free disposal of the Company. The cash and cash equivalents can be qualified as
unrestricted.
8. Equity
Issued share capital
numbers
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 2022 and 2021
6,185,255
247,410
During the financial year 2022 the issued share capital did not change. The total number of shares
issued amount to 6,185,255. The par value per share amounts to €0,04 per share. On 8 July 2021, the
Company repurchased from NAIP Holding 1,127,693 ordinary shares against no consideration (treasury
shares owned by the Company). 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
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61
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 Share Price Hurdle has been met.
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).
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 is as follows (* € 1,000):
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
Received as optional promotor contribution
747
Balance at 31 December 2022
49,419
Other reserves
The movements are as follows (*€ 1,000):
Services 2021 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
Adoption of the result 2021
-1,232
Services 2022 rendered by the Promoters in exchange for the share-based payment
1,416
Balance at 31 December 2022
934
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. Further the net asset value
per share is calculated based on equity as presented in the balance sheet as at 31 December and the
potential number of diluted shares after a successful completion of the Business Combination. The
potential number of diluted shares is calculated based on the assumption that all criteria as described in
the prospectus are met. This amount represents the number of ordinary shares if all existing all warrants
and promotor shares are converted.
2022
2021
Equity available from shareholders
48,520,803
48,437,456
Number of authorized ordinary shares
5,057,557
5,057,557
Net asset value per share (* € 1)
9,5937
9,5772
Potential number of diluted shares
6,162,370
6,162,370
New Amsterdam Invest Annual Report 2022
62
9. Current account related parties
This liability at the amount of €104,358 (previous year € 83,184) mainly 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, 2022 the BC Underwriting Fee is
considered a contingent liability under IAS 37, amounting to maximum of € 158,333.
Furthermore the Company has short term-service agreements with an ICT provider and a lessor of real
estate for two workplaces at our office in Amsterdam.
The short term-service agreement with the ICT provider is a contract with an indefinite term. The
monthly payment based on the price level 2023 amounts to € 1,421 excluding VAT.
The contract referring to the two workplaces expires 30 September 2023. The monthly payment amounts
to € 1,850 excluding VAT.
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63
Notes to the specific items of the Statement of Profit and
Loss for the year ended 31 December 2022
10. Personnel expenses
The breakdown is as follows (* € 1,000):
Period
Period
1 January 2022
31 December
2022
19 May 2021
31 December
2021
Equity-settled share-based payment
1,416
750
Renumeration supervisory board including travel expenses
85
63
Interim expenses, office manager and financial director
87
47
Other
4
2
1,592
862
The issuance of the Promoter Shares by the Company is considered as equity-settled share-based
payment within the scope of IFRS 2 because the Promoters (the 4 members of the Management Board)
are being awarded these shares at a discounted price in exchange for their services.
Regarding the financial year 2022 this results in a non-cash charge of € 1,416,000 to the result which
amount is added to the other reserves (2021 € 750,000).
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 (conversion ratio 1 promotor share results in 3.5 ordinary shares)
• If not then the promotor shares will be converted on a 1 to 1 basis to ordinary shares
We also refer to the section “changes in accounting estimates” on page 49 of the Annual report 2022.
11. General expenses
The breakdown is as follows (* € 1,000):
Period
1 January 2022
31 December
2022
Period
19 May 2021
31 December
2021
Legal
55
17
Insurance
126
0
Audit fees and non-assurance fees
151
112
Office expenses and IT
38
22
Communication
24
0
Interim expenses as part of the IPO
0
10
Other
55
73
449
234
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64
During the FY 2021 the most important expenses relate to the IPO (Initial Public Offering) expenses. The
breakdown of these expenses for the period 19 May 2021 to 31 December 2021 is as follows (* € 1,000):
IPO expenses
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
44
Total period from 19 May to 31 December 2021
234
12. Negative interest Escrow account
From settlement date till 31 December 2022, an amount of € 166 k has been charged as negative
interest (FY 2021 € 133k and FY 2022 € 33k). The interest rate is based on the Euro Short Term
Rate (ESTR). As off 31 March 2022, the negative interest rate amounts to ESTR -/- 10 bps. Starting
September 2022 the interest rate switched from negative to positive.
13. 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. Further this calculation is
performed taken into account the number of diluted shares after a successful completion of the Business
Combination.
2022
2021
Result attributable to the ordinary equity holders (loss)
-2,079,827
-1,232,586
Number of authorized ordinary shares
5,057,557
5,057,557
Result per share (* € 1)
-0,4112
-0,2437
Potential number of diluted shares
6,162,370
6,162,370
The potential number of diluted shares is calculated by adjusting the number of shares for the effects of
dilutive options and other dilutive potential ordinary shares. Because of the negative results 2022 and
2021 the diluted earnings per share become anti-dilutive (less negative). As a result the diluted earnings
per share are equal to the basic earnings per share.
Numbers of employees
The Company had no employees during the financial year.
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65
Remuneration of Managing Directors and Supervisory Directors
The issuance of the Promoter Shares by the Company is considered as equity-settled share-based
payment within the scope of IFRS 2 because the Promoters (the 4 members of the Management Board)
are being awarded these shares at a discounted price in exchange for their services. Regarding the
financial year 2022 this results in a non-cash charge of € 1,416,000 to the result which amount is added
to the other reserves (2021 € 750,000).
The Management Board will not receive any remuneration in cash or other, as long as the Business
Combination is not realized. 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 financial guarantees to members of the
Management Board in person.
The remuneration of the Supervisory Directors (* € 1,000) is as follows:
Period
Period
1 January 2022
19 May 2021
31 December
31 December
2022
2021
J.L. Burggraaf
35
25
E. Dijkgraaf
25
19
P. Steman
25
19
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 financial 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 significantly influenced are considered to be
a related party. Also, entities which can control, jointly control or significantly influence the Company are
considered a related party. In addition, the managing directors and members of the supervisory board
and close relatives are regarded as related parties.
As part of the issuance of the promotor shares within 2021, the promoters have contractually agreed
to pay the Promoter Contribution in the maximum aggregate amount of € 750,000, to cover part of the
Offering Expenses and the Initial Working Capital. In addition, the Company did reserve an amount of
€ 500,000 of the proceeds of the investor shareholders to cover the Offering Expenses and/or the Initial
Working Capital (i.e. the Reserved Amount), which has been used to the extent of the Offering Expenses
and the Initial Working Capital could not be funded from the Promoter Contribution.
If the Promoter Contribution and Reserved Amount in aggregate to the amount of € 1,250,000
are insufficient to fund the Offering Expenses and the Initial Working Capital, the Promoters have
contractually agreed to pay to the Company, in addition to the Promoter Contribution, the Optional
Promoter Contribution, which is the case since the beginning of the financial year 2022. The total amount
of Optional Promotor Contribution at 31 December 2022 amounts to € 747,000, in aggregate with the
original Promotor Contribution an amount of € 1,497,000.
The receivable in current account with the participant at 31 December 2023, amounts to € 7,698.
Furthermore the Company has a current account to related parties to the amount of € 104,358, mainly
concerning pre-incorporation expenses which have been charged to the Company after incorporation
date. No interest has been charged and no securities have been provided.
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66
Audit fees and non-assurance fees
The Company has accounted for the following costs including the estimated costs regarding the annual
report 2022 (* € 1,000)
Period
Period
1 January 2022
19 May 2021
31 December
31 December
2022
2021
Audit and assurance services (BDO Audit & Assurance B.V.)
129
64
Other non-assurances services (other professional service firms)
22
17
151
81
The additional audit expenses are in compliance with Dutch Auditor Regulations. The total amount of
audit fees € 129 thousand (2021: € 64 thousand) relates to the Netherlands. The audit fees of BDO Audit
& Assurance B.V. regarding the special purpose financial statements as per 19 May 2021, as included in
our prospectus, have been accounted for as incremental IPO expenses 2021 directly attributable to equity
for the amount of € 31,500.
Events after balance sheet date
On 27 January 2023 an event occurred which forced the Management Board to revise the vesting period
of the share-based payment for a second time from the 80 weeks to 92 weeks. The event that occurred
was the cancelation of the preliminary negotiations with a potential target. This is considered to be a
non-adjusting event because at the reporting date, 31 December 2022, there were no signals that this
event would occur. The second revision of the vesting period does not have an impact on the results over
2022 and the equity as at 31 December 2022. The impact on the result FY 2023 amounts to € 84,000
expenses. The Company expects to present a business combination this year.
Distribution of the result
The Annual Report 2021 including the proposed distribution of the result for the period 19 May 2021 to
31 December 2021 has been approved by the General Meeting of Shareholders at their meeting at 22
June, 2022.
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 € 2,079,827 to the Other Reserves.
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67
Signed for approval on 13 April 2023
Supervisory Board
Mr. Jan Louis Burggraaf, chairmen
Mr. Elbert Dijkgraaf
Mr. Paul Steman
Management Board
Mr. Aren van Dam, Managing Director and CEO
Mr. Moshe van Dam, Managing Director
Mr. Elisha Evers, Managing Director
Mr. Cor Verkade, Managing Director
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68
Other information
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69
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 profits realized during a financial year and appearing
from the adopted annual accounts are fully or partially appropriated to increase and/or form
reserves.
25.2 The profits 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 fulfilled, 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 profit 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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70
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 profits or the distribution of any profits 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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71
Independent
auditor’s report
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72
Independent auditor’s report
To: the shareholders and Supervisory board of New Amsterdam Invest N.V.
A. Report on the audit of the financial statements 2022 included in the annual
report
Our opinion
We have audited the financial statements 2022 of New Amsterdam Invest N.V. based in Amsterdam.
We have audited
The financial statements comprise:
1. the statement of financial position as at 31
December 2022;
2. the following statements for 2022: the income
statement, the statements of comprehensive
income, changes in equity and cash flows; and
3. the notes comprising material accounting policy
information.
Our opinion
In our opinion, the accompanying financial
statements give a true and fair view of the financial
position of New Amsterdam Invest N.V. as at 31
December 2022 and of its result and its cash flows
for 2022 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.
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
financial statements’ section of our report.
We are independent of New Amsterdam Invest N.V. in accordance with the EU Regulation on
specific requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms 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 sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to the note Going concern on page 47 of the financial 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 that a material uncertainty
exists that may cast significant doubt on the company’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
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73
B. Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial 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 financial statements as
a whole at € 13.000. The materiality is based on a benchmark of total expenses (representing 3%
of reported expenses excluding share based payment expenses) which we consider to be one of the
most relevant benchmarks at this point in the entities life cycle. We have also taken into account
misstatements and/or possible misstatements that in our opinion are material for the users of the
financial statements for qualitative reasons.
We agreed with the Supervisory board that misstatements in excess of € 650, which are identified 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 47) of the financial
statements, management carried out a going concern assessment and identified an uncertainty, which
may cast significant 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 preparing the financial 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 performed an accuracy check on the mechanics of the cash flow forecast model prepared by
management;
• We assessed managements’ financial forecasts prepared for a period of at least 12 months from
the date of these financial 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 flows over the going concern period; and
• We evaluated the adequacy of disclosures made in the financial statements in respect of going
concern.
We evaluated whether the going concern risk including management’s plan to address the identified risk
and the most significant underlying assumptions have been sufficiently described in notes to the financial
statements. We found the going concern disclosure in the financial statements, where management
disclosed conditions that indicate the existence of a material uncertainty which may cast significant doubt
about the Company’s ability to continue as a going concern, to be adequate.
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74
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial 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 outcomes. We refer to section ‘risks and uncertainties’ on page
12 and 13 of the Management report for management’s (fraud) risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk
assessment, as well as among others the code of conduct, whistle blower procedures and incident registration.
We evaluated the design and the implementation 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 financial
reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these
factors indicate that a risk of material misstatement due fraud is present.
We identified the following fraud risks and performed the following specific procedures:
Identified fraud risks
• Management is in a unique position to perpetrate fraud because management is able to manipulate
accounting records and prepare fraudulent financial statements by overriding controls that otherwise
appear to be operating effectively. Therefore, in all our audits, we pay attention to the risk of
management override of controls.
• The risk of overstating and/or non-existent expenses;
• The risk of incorrect and/or fraudulent related party transactions.
Audit procedures and observations
As part of the audit response for the fraud risks as mentioned above we performed the following specific
procedures:
• 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 of internal controls that mitigate fraud risks;
• Testing the appropriateness of journal entries made throughout the period which met specific 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, specifically
around the key audit matter as discussed below;
• Performing a test of detail of all profit and loss related journal entries as well as the equity related
journal entries, and investigating corroborative evidence. This also included reviewing engagement
letters of management’s experts and held inquiries and/or requesting confirmations 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-defined risk-based criteria
with regards to related party transactions 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 identified findings or misstatements were indicative of fraud.
We incorporated elements of unpredictability in our audit. We also considered the Outcome of our other
audit procedures and evaluated whether any findings were indicative of fraud or non-compliance. We
considered available information and made enquiries of relevant executives, Management and the
Supervisory board.
Our audit procedures did not reveal any specific indications of fraud or suspicions of fraud in respect
of management override of controls, overstating and/or non-existent expenses or incorrect and/or
fraudulent related party transactions, potentially resulting in material misstatements.
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Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements. We have communicated the key audit matters to the Supervisory board.
The key audit matters are not a comprehensive reflection of all matters discussed. Besides the matter
below, reference is made to the section ‘Audit approach going concern’ of our auditor’s report.
These matters were addressed in the context of our audit of the financial statements as a whole and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of share-based payments
– 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. In
prior year, the Company assessed share-based
payment arrangements with employees and non-
employees (collectively ‘the grantees’) within the
scope of IFRS 2.
An area of judgement is the determination of the
vesting date (for each performance condition).
As disclosed by management in the notes to The
Promoter Shares (page 54 and 55), the vesting
period is not fixed but variable, because part of the
share-based payment vests in case of a Business
Combination.
We identified the risk of incorrect assessment
of the vesting period at balance sheet date 31
December 2022 for non-market performance
conditions relating to the share-based payments
and the determination of vesting date of the
Promoter shares as a significant risk for the
financial 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 evaluated management’s estimate per 31
December 2022 regarding the vesting period,
including management’s assessment of non-
market performance conditions regarding
a possible announcement of a Business
Combination.
• We assessed the adequacy of the presentation
and disclosures.
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76
C. Report on other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report contains other
information that consists of:
• Management board report;
• Report of the Supervisory board;
• Remuneration report; and
• 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 financial statements and does not contain material misstatements;
• contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management
report and the other information as well as the information as required by Sections 2:135b and
2:145 sub-Section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained through
our audit of the financial 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 financial 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. Management and the Supervisory board are responsible for ensuring that
the remuneration report is drawn up and published in accordance with Sections 2:135b and 2:145 sub-
Section 2 of the Dutch Civil Code.
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77
D. Report on other legal and regulatory requirements and European
SingleElectronic Format
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 financial year 2021 and have operated as statutory auditor ever since that
financial 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
specific requirements regarding statutory audit of public-interest entities.
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
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML-format, including the financial statements of New
Amsterdam Invest N.V., has been prepared in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements, in
accordance with the RTS on ESEF.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report complies
with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N
‘Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal
verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital
reporting).
Our examination included amongst others:
• obtaining an understanding of the entity’s financial reporting process, including the preparation of
the annual financial report in XHTML-format;
• identifying and assessing the risks that the annual report does not comply in all material respects
with the RTS on ESEF and designing and performing further assurance procedures responsive to
those risks to provide a basis for our opinion, including examining whether the annual financial
report in XHTML-format is in accordance with the RTS on ESEF.
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E. Description of responsibilities regarding the financial
statements Corp
Responsibilities of Management and the Supervisory board for the financial
statements
Management is responsible for the preparation and fair presentation of the financial 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 financial statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the
company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned,
management should prepare the financial 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 significant doubt on the company’s
ability to continue as a going concern in the financial statements.
The Supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient
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 influence the economic decisions of users taken on the
basis of these financial statements. The materiality affects the nature, timing and extent of our audit
procedures and the evaluation of the effect of identified 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 financial statements, whether due
to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control;
• 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 significant 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 financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause a company to cease to continue as a going
concern;
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• evaluating the overall presentation, structure and content of the financial statements, including the
disclosures; and
• evaluating whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with the Supervisory board regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant findings 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 specific 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 significance in the audit of the financial 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, 13 April 2023
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