Form F-1/A - Registration statement for certain foreign private issuers: [Amend]
26 September 2024 - 10:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 26, 2024
Registration No. 333-280095
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SCHMID Group N.V.
(Exact name of Registrant as specified in its charter)
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The Netherlands
(State or other jurisdiction of
incorporation or organization)
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3823
(Primary Standard Industrial
Classification Code Number)
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N/A
(I.R.S. Employer
Identification No.)
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Robert-Bosch-Str. 32-36,
72250
Freudenstadt, Germany
Tel: +49 7441 538 0
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: 1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications
sent to agent for service, should be sent to:
Axel Wittmann
George Hacket
Junghofstrasse 14
60311 Frankfurt, Germany
+49 (69) 7199 1528
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART II
Information Not Required in Prospectus
Indemnification of Directors and Officers
Under Dutch law, directors of a Dutch public company may be held jointly and severally liable to the Company for damages in the event of improper performance of their duties. In addition, directors may be held liable to third parties for any actions that may give rise to a tort. This applies equally to our non-executive directors and executive directors.
To the extent permissible by law, the Company will indemnify and agrees to defend and hold harmless each (current or former) director and each (current or former) officer (procuratiehouder), against any liabilities, claims, judgments, fines and penalties (“Claims”) incurred by the Indemnified Person as a result of any threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative (each: a “Legal Action”), brought by any party other than the Company or a group company (groepsmaatschappij) thereof, in relation to acts or omissions in or related to his capacity as an Indemnified Person. Claims will include derivative actions brought on behalf of the Company or a group company (groepsmaatschappij) thereof or their respective equity holders or creditors against the Indemnified Person and Claims by the Company or a group company (groepsmaatschappij) thereof or their respective equity holders or creditors for reimbursement for Claims by third parties on the ground that any such Indemnified Person was jointly liable to that third party in addition to the Company or a group company (groepsmaatschappij) thereof or their respective equity holders or creditors.
The Indemnified Person will not be indemnified with respect to Claims in so far as such Claims relate to fraud (bedrog) committed by such Indemnified Person, or if the Indemnified Person shall have been adjudged to be liable for wilful misconduct (opzet) or gross negligence (bewuste roekeloosheid), provided that such fraud (bedrog), wilful misconduct (opzet) or gross negligence (bewuste roekeloosheid), as the case may be, had been adjudicated to have been the direct and primary cause for the Claim for which indemnification hereunder is sought by a competent court with jurisdiction over the matter, in a final non-appealable judgment, order or decree.
Any expenses (including reasonable attorneys’ fees and litigation costs) (together the “Expenses”) incurred by the Indemnified Person in connection with any Legal Action, shall be reimbursed by the Company, but only upon receipt of a written undertaking by that Indemnified Person that he shall repay such advanced Expenses if a competent court with jurisdiction over the matter, in a final non-appealable judgment, order or decree, should determine that such Indemnified Person is not entitled to be indemnified hereunder in respect of such Legal Action. Expenses shall be deemed to include any tax liability that the Indemnified Person may incur as a result of his indemnification or reimbursement hereunder.
If a Legal Action against any Indemnified Person by the Company or a group company (groepsmaatschappij) thereof occurs, the Company will advance to the Indemnified Person his reasonable Expenses, but only upon receipt of a written undertaking by that Indemnified Person that he shall repay such Expenses in the event a competent court with jurisdiction over the matter, in a final non-appealable judgment, order or decree, should resolve the Legal Action in favour of the Company rather than the Indemnified Person.
Item 7. Recent Sales of Unregistered Securities
Set forth below is information regarding all securities sold or granted by us within the past three years that were not registered under the Securities Act and the consideration, if any, received by us for such securities:
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On April 30, 2024, at Closing of the Business Combination,
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28,725,000 SCHMID shares and an additional 5,000,000 earn-out shares were issued to Anette Schmid, Christian Schmid and the Schmid Community of Heirs at €0.01 nominal value and in consideration contributed 100% of the Gebr. Schmid GmbH shares by transferring them to SCHMID;
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SCHMID issued 1,406,361 shares to XJ Harbour HK Limited, in exchange for XJ Harbour HK Limited’s minority interest in SCHMID’s Chinese subsidiary, and will pay an additional €30 million in cash payments over a 455 day period after the closing of the Business Combination; and
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SCHMID issued 756,964 shares to Pegasus Digital Mobility Sponsor LLC, the sponsor of Pegasus, as payment for approximately USD 8.6 million in liabilities which SCHMID assumed before the Closing by a debt assumption agreement between Pegasus, the Sponsor and SCHMID.
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On July 9, 2024 87,565 Ordinary Shares were issued to Appleby on the basis of a non-redemption and investment agreement, which was signed on April 29, 2024 before the Closing of the Business Combination.
The foregoing securities issuances were made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder.
Item 8. Exhibits and Financial Statement Schedules
(a) The following exhibits are included or incorporated by reference in this registration statement on Form F-1:
Exhibit Index
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Exhibit
Number
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Description
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2.2
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Warrant Agreement dated October 21, 2021 (incorporated by reference of Pegasus Digital Mobility Acquisition Corp.’s Current Report (File No. 001-40945) on Form 8-K filed with the SEC on October 26, 2021)
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2.3
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Warrant Assignment, Assumption and Amendment Agreement between Continental Stock Transfer & Trust Company, SCHMID Group N.V. and Pegasus Digital Mobility Acquisition Corp (incorporated by reference to Exhibit 2.3 to the Annual Report Form 20-F (File No. 001-42040), filed with the SEC on May 15, 2024).
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3.1
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Articles of Association of Schmid Group N.V. as of April 30, 2024 (incorporated by reference to Exhibit 1.1 to the Annual Report Form 20-F (File No. 001-42040), filed with the SEC on May 15, 2024).
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4.1
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Business Combination Agreement, dated as of May 31, 2023, by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V. (future SCHMID Group N.V.), and Pegasus MergerSub Corp. (incorporated by reference to Exhibit 2.1 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.2
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First Amendment to Business Combination Agreement, dated as of September 26, 2023 (incorporated by reference to Exhibit 2.2 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.3
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Second Amendment to Business Combination Agreement, dated as of January 29, 2024 (incorporated by reference to Exhibit 2.4 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.4
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Earn-out Agreement by and among TopCo, Pegasus and Anette Schmid and Christian Schmid dated January 29, 2024 (incorporated by reference to Exhibit 10.11 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.5
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Registration Rights Agreement by and among SCHMID Group N.V., Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Sponsor LLC, Christian Schmid, and Anette Schmid, dated as of April 30, 2024 (incorporated by reference to Exhibit 4.5 to the Annual Report Form 20-F (File No. 001-42040), filed with the SEC on May 15, 2024).
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Exhibit
Number
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Description
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4.6
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Private Warrants Transfer Agreement by and among Pegasus Digital Mobility Sponsor LLC, Christian Schmid, and Anette Schmid, dated as of January 29, 2024 (incorporated by reference to Exhibit 10.9 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.7
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Warranty Agreement dated April 29, 2024 by and among Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, Pegasus TopCo B.V., Pegasus MergerSub Corp. and Validus/StratCap LLC (incorporated by reference to Exhibit 4.7 to the Annual Report Form 20-F (File No. 001-42040), filed with the SEC on May 15, 2024).
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4.8
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Shareholders’ Undertaking, dated as of May 31, 2023, by and among Pegasus Digital Mobility Acquisition Corp., Anette Schmid, and Christian Schmid (incorporated by reference to Exhibit 10.3 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.9
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First Amendment to the Shareholders’ Undertaking dated January 29, 2024 (incorporated by reference to Exhibit 10.12 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.10
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Private Warrants Undertaking Agreement dated as of January 29, 2024, by and among Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Sponsor LLC, Gebr. Schmid GmbH, Anette Schmid, and Christian Schmid among others (incorporated by reference to Exhibit 10.10 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.11
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Company Lock Up Agreement, dated May 31, 2023, by and among Pegasus TopCo B.V., Pegasus Digital Mobility Acquisition Corp., Gebr. Schmid GmbH, and Christian and Anette Schmid (incorporated by reference to Exhibit 10.4 to the Issuer’s Registration Statement on Form F-4 (Reg. No. 333-274701), filed with the SEC on March 25, 2024).
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4.12
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Sponsor non-redemption and investment agreement dated April 26, 2024, by and among Pegasus Digital Mobility Sponsor LLC, Pegasus TopCo B.V. and Pegasus Digital Mobilitiy Acquisition Corp (incorporated by reference to Exhibit 4.12 to the Annual Report Form 20-F (File No. 001-42040), filed with the SEC on May 15, 2024).
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4.13
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Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 2.1 to the Annual Report Form 20-F (File No. 001-42040), filed with the SEC on May 15, 2024).
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5.1
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5.2*
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21.1
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23.1*
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23.2*
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Consent of KPMG AG Wirtschaftsprüfungsgesellschaft independent registered public accounting firm of Gebr. Schmid GmbH.
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101.INS
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Inline XBRL Instance Document.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document.
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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107
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*
Previously filed
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that: Paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a posteffective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes:
(1) That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Freudenstadt, Germany, on September 26, 2024.
SCHMID Group N.V.
By:
/s/ Julia Natterer
Name:
Julia Natterer
Title:
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Capacity
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Date
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/s/ Julia Natterer
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Chief Financial Officer
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September 26, 2024
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/s/ Christian Schmid
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Chief Executive Officer and Executive Director
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September 26, 2024
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/s/ Prof. Dr. Sir Ralf Speth
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Chairman, Non-executive Director
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September 26, 2024
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/s/ Anette Schmid
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Non-executive Director
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September 26, 2024
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/s/ Dr. Stefan Berger
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Non-executive Director
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September 26, 2024
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of SCHMID Group N.V., has signed this registration statement in the City of New York, State of New York, on September 26, 2024.
By:
/s/ Colleen A. De Vries
Name:
Colleen A. De Vries
Title:
Senior Vice President on behalf of Cogency Global Inc.
Exhibit 5.1
| CLIFFORD CHANCE LLP |
| | ADVOCATEN SOLICITORS |
| | NOTARIS |
| | BELASTINGADVISEURS |
| | |
| | DROOGBAK 1A |
| | 1013 GE
AMSTERDAM PO
BOX 251 |
| | 1000 AG AMSTERDAM |
| | |
| | TEL +31 20 7119 000 |
| | FAX +31 20 7119 999 |
| | |
| | www.cliffordchance.com |
| To: |
SCHMID Group N.V
Robert-Bosch-Str. 32-36
72250 Freudenstadt
Germany |
Our ref: 41-41076028
Direct Dial: +31 20 711 9132
E-Mail: Han.Teerink@cliffordchance.com
|
26 September 2024
We have acted as legal counsel (advocaten)
in The Netherlands to SCHMID Group N.V. of Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany (the "Company") for the
purpose of, amongst other things, rendering a legal opinion (this "Opinion Letter") as to certain matters of Dutch corporate
law with the filing of the Registration Statement on Form F-1 (the "Registration Statement") with the United States
Securities and Exchange Commission ("SEC") covering (a) the legality of the issuance of all ordinary shares of the
Company, (b) the legality of the issuance of all warrants of the Company and (c) the potential issuance of new ordinary shares
of the Company upon the exercise of the warrants of the Company (the existing ordinary shares, the warrants and the new ordinary shares
to be issued upon the exercise of the warrants constitute all securities which are to be registered through the Registration Statement).
This opinion letter is rendered to you to be filed with the SEC as an exhibit to the Registration Statement.
For the purpose of issuing this Opinion Letter, we have reviewed
only the documents and performed only the enquiries referred to in Schedule 1 (Documents and Enquiries).
| 1.2.1 | Capitalised terms used herein without definition shall, unless the context
otherwise requires, have the same meanings ascribed to them in the Registration Document. |
| 1.2.2 | Headings in this Opinion Letter are for ease of reference only and shall
not affect its interpretation. |
| 1.2.3 | All references in this Opinion Letter to paragraphs are to paragraphs in
this Opinion Letter. |
| 1.2.4 | "Existing Ordinary Shares" means all Ordinary Shares of
the Company existing on the day hereof. |
| 1.2.5 | "Ordinary Shares" means Ordinary shares in the Company’s
capital, with a nominal value of EUR 0.01 each. |
| 1.2.6 | "Private Warrant Shares" means the Ordinary Shares to be
issued by the Company upon exercise of the private warrants, the terms of which are as described and defined in the Registration Statement. |
| 1.2.7 | "Public Warrant Shares" means the Ordinary Shares to be
issued by the Company upon exercise of the public warrants, the terms of which are as described and defined in the Registration Statement. |
| 1.2.8 | "Registered Shares" means the Ordinary Shares as referred
to in the respective Deeds of Issue. |
| 1.2.9 | "Relevant Moment" means each time when Registered Shares
are issued. |
| 1.2.10 | "Warrant Shares" means the Private Warrant Shares and the
Public Warrant Shares. |
| 1.2.11 | "Warrants" means the Private Warrants and Public Warrants
issued by the Company. |
We assume no responsibility for and
have not investigated or verified: (i) any statements of fact or the reasonableness of any statements of opinion (including statements
as to foreign law) contained in the Deeds of Issue and Registration Document, (ii) the appropriateness or accuracy of any disclosures
made in the Deeds of Issue and Registration Document or (iii) the accuracy of any facts, representations or warranties set out in
the Deeds of Issue and Registration Document (with the exception of those matters on which we have specifically and expressly given our
opinion) or otherwise disclosed to us in the course of our review. To the extent that the accuracy of such facts, representations and
warranties not so investigated or verified and of any facts stated in any of the other documents listed above (or orally confirmed) is
relevant to the contents of this Opinion Letter, we have assumed, with your permission, that such facts, representations and warranties
were true and accurate when made and remain true and accurate.
| 1.4.1 | This Opinion Letter relates only to the laws of The Netherlands in force
as at the date hereof as applied and interpreted according to present published case- law of the Dutch courts, administrative rulings
and authoritative literature. This Opinion Letter does not extend to the laws of any other jurisdiction and no opinion is expressed with
regard to the effect of any systems of law (other than the laws of The Netherlands) even in cases where, under Dutch law, any foreign
law should be applied and we assume that any applicable law (other than Dutch law) would not affect or qualify our opinion as set out
below. |
| 1.4.2 | For the purpose of this Opinion Letter, where reference is made to the laws
of The Netherlands or to The Netherlands in a geographical sense this should be read as: |
| (a) | a reference to the laws as in effect in that part of the Kingdom of The Netherlands that is located in
Europe (Europese deel van Nederland); and |
| (b) | a reference to the geographical part of the Kingdom of the Netherlands that is located in Europe; |
excluding, for the avoidance of doubt,
any overseas nations forming part of the Kingdom of The Netherlands (such as Aruba, Curacao and St Maarten), any overseas special public
bodies of the Kingdom of The Netherlands (such as Saba, St. Eustatius and Bonaire) and their respective laws and regulations.
| 1.5 | Assumptions, Reservations & Limitations |
This Opinion Letter is given on the
basis of the assumptions set out in Schedule 2 (Assumptions) and is subject to the qualifications and reservations set out in Schedule
3 (Reservations). This Opinion Letter is strictly limited to the matters stated in paragraph 2 (Opinion) and does not extend
to any other matters.
We are of the opinion that:
The Company is duly incorporated and
is validly existing as a public company with limited liability (naamloze vennootschap) under the laws of The Netherlands.
| 2.2 | Existing Ordinary Shares |
The Existing Ordinary Shares have been
validly issued, fully paid-up and are non-assessable.
The Warrants have been validly issued
under the Warrants Agreement and are binding obligations of the Company under the law of the Netherlands.
Subject to receipt by the Company of
payment in full for the Warrants Shares upon the exercise of the Warrants, and when issued and accepted in accordance with the Deeds of
Issue and the Current Articles, the Warrants Shares shall be validly issued, fully paid and non-assessable.
| 3.1 | We express no opinion: |
| (a) | except as explicitly stated above, on international law, including (without limitation) the rules of
or promulgated under or by any bi- or multi-lateral treaty or treaty organisation (unless directly applicable in The Netherlands or implemented
into the laws of The Netherlands); |
| (b) | on any competition, anti-trust, state aid, anti-money laundering, diversity, data protection, market abuse,
securitisation, financial assistance, regulatory or public procurement laws or on DAC6 compliance; |
| (c) | on the tax laws of The Netherlands. |
| (d) | with regard to the effect of any systems of law (other than the laws of the Netherlands) even in cases
where, under Dutch law, any foreign law would be applicable and we assume that any applicable law (other than the laws of the Netherlands)
would not affect or qualify our opinion as set out below; |
| (e) | on whether the future or continued performance of the Company's obligations or the consummation of the
transactions contemplated by the Registration Document will not contravene such laws, application or interpretation if altered in the
future; or |
| (f) | on any commercial, accounting, capital adequacy or other non-legal matter or on the ability of the Company
to meet its financial or other obligations under the transactions contemplated by the Registration Document and this Opinion Letter does
not discuss or confirm the financial merits or the practical feasibility of the obligations from and the transactions envisaged by the
Registration Document. |
This Opinion Letter:
| (a) | expresses and describes Netherlands legal concepts in English and not in their original Dutch terms; |
| (b) | is issued and may only be relied upon on the express condition that (a) it shall be governed by
and that all words and expressions used herein shall be construed and interpreted in accordance with the laws of The Netherlands and (b) all non-contractual obligations
and any other matters arising out of or in connection with this Opinion Letter shall be governed by Dutch law; |
| (c) | is, subject as provided in (d) and (e) below, addressed to you and is solely for your benefit
and may not, without our prior written consent, be relied upon by the addressees hereof for any purpose other than in connection with
the filing of the Registration Document with the SEC; |
| (d) | may not be disclosed to or relied upon by any other person, company, entity, enterprise or institution,
save that we consent to the filing of this Opinion Letter as an exhibit to the Registration Document and also consent to the reference
to Clifford Chance LLP in the Registration Document under the caption "Legal Matters". In giving this consent we do not admit
or imply that we are a person whose consent is required under Section 7 of the United States Securities Act of 1933, as amended,
or any rules and regulations promulgated thereunder; and |
| (e) | is issued on the basis that we do not assume any obligation to notify or to inform you of any developments
subsequent to its date that might render its contents untrue or inaccurate in whole or in part at such time. |
This legal opinion is given subject to, and
may only be relied upon on, the express condition that (i) Clifford Chance is the exclusive party issuing this legal opinion,
(ii) any liability of individual persons or legal entities involved in the services provided by or on behalf of Clifford Chance
is expressly excluded (uitgesloten), (iii) in respect of Dutch legal concepts, which are expressed in this legal opinion
in English terms, the original Dutch terms shall prevail, (iv) this legal opinion shall be governed by, and construed in
accordance with, Dutch law, and (v) all disputes arising from or in connection with this legal opinion must be submitted to the
exclusive jurisdiction of, and will be exclusively decided by, the competent court in Amsterdam, the Netherlands, without prejudice
to the right of appeal and appeal to the Supreme Court.
This legal opinion is strictly limited to the
matters stated herein and may not be read by implication as extending to matters not specifically referred to and may only be relied upon
in connection with transactions contemplated by the Registration Statement. We hereby consent to the filing of this legal opinion in connection
with the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is
required under Section 7 of the U.S. Securities Act of 1933 or the rules and regulations promulgated thereunder.
No person other than Clifford Chance LLP may be held liable in connection with this opinion letter.
Han Teerink
(advocaat)
Clifford Chance LLP
SCHEDULE 1
DOCUMENTS AND ENQUIRIES
In arriving at the opinions expressed above, we have examined and relied
upon the originals, photostatic, facsimile or electronically scanned copies of the following documents:
CORPORATE DOCUMENTS & EXTRACTS
| 1.1 | the deed of incorporation (oprichtingsakte) of the Issuer dated 7 February 2023 (the "Deed
of Incorporation"); |
| 1.2 | the articles of association (statuten) of the Company (the "Current Articles"); |
| 1.3 | an official extract (uittreksel) dated 5 September 2024 from the Commercial Register of the
Dutch Chamber of Commerce (the "Chamber") relating to the registration of the Company under number 89188276 and confirmed
to us by the Chamber by telephone on the time and date hereof to have remained unaltered since such date; |
REGISTRATION DOCUMENT
| 1.4 | the Company’s second amendment to the registration statement on Form F-1/A filed in connection
with the registration of the Registered Shares in the form reviewed by us dated 5 September 2024; |
| 2.1 | We have undertaken only the following searches and enquiries in The Netherlands for the purposes of this
Opinion Letter: |
| 2.1.1 | an enquiry by telephone was made at the Chamber on 5 September 2024
on or around 10:30 C.E.T. with respect to the Company; |
| 2.1.2 | an online search was performed with the Central Insolvency Register (Centraal
Insolventieregister) and the EU Insolvency Register (EU Insolventieregister) referred to in articles 19a, 19b, 222b and 370
paragraph 4 of the Dutch Bankruptcy Act (Faillissementswet) on 5 September 2024 on or around 10:32 C.E.T. with respect
to the Company. |
SCHEDULE 2
ASSUMPTIONS
| 1. | ORIGINAL AND GENUINE DOCUMENTATION |
| 1.1 | All signatures (including any electronic signatures) are genuine, all original documents are authentic,
and all copy documents supplied to us as photocopies, faxed documents or in portable document format (PDF) or other electronic form are
genuine, accurate, complete and conform to the originals. |
| 1.2 | Drafts of documents reviewed by us will be signed in the form of those drafts. |
| 1.3 | The person whose name and electronic signature appear or will appear in the signature block of any document
is the person who signed such document. |
| 1.4 | At a Relevant Moment, the relevant Deed of Issue shall have been validly signed and executed on behalf
of the Company. |
For the purposes of paragraphs 1.1 up to and including 1.4
of this Schedule 2:
1.3.1 "sign"
or "signed" means in relation to a document executed with an electronic signature, the process by which the signatory
has applied (or arranged for the application of) such electronic signature to any such document; and
1.3.2 "electronic
signature" means a signature in electronic form applied to any document that is intended by the signatory to take effect as their
signature including without limitation an image of the signatory's handwritten signature, the typed name of the signatory, a signature
generated by the signatory with a stylus on a touch pad or screen and any signature created by the signatory in accordance with the processes
of an electronic signing platform.
| 2. | CORPORATE AUTHORITY OF THE COMPANY |
| 2.1 | At each time of signing of a Deed of Issue, all parties are duly incorporated and validly existing and
have the capacity to enter into and to exercise its rights and to perform its obligations under such Deed of Issue and there is nothing
under applicable laws that would prevent this. |
| 2.2 | All corporate action required to authorise the entering into, execution and/or performance of the Deeds
of Issuance shall have been duly taken prior to each Relevant Moment. |
| 2.3 | (i) the Current Articles are the articles of association currently in force, and (iii) the Revised
Articles shall be the articles of association as they will be valid and in full force and effect at each Relevant Moment. |
| 2.4 | The Company has not been dissolved (ontbonden), granted a suspension of payments (surseance
van betaling verleend), declared bankrupt (failliet verklaard), ceased to exist pursuant to a merger (fusie) or a division
(splitsing) and has not registered a declaration pursuant to article 370 Dutch Bankruptcy Act (Faillissementswet) and there
is no court order imposing a stay period (afkoelingsperiode) pursuant to article 376 Dutch Bankruptcy Act (Faillissementswet)
or ratifying a public scheme of arrangement (homologatie van een onderhands openbaar akkoord) pursuant to the Dutch Bankruptcy
Act (Faillissementswet). In respect of the Company no insolvency procedures ("EU Insolvency Procedures") listed
in Annex A to Council Regulation (EC) No. 2015/848 on insolvency proceedings (as amended) (the "EU Insolvency Regulation")
have been declared applicable to the Company by a court in one of the member states of the EU (with the exception of Denmark), other than
The Netherlands. There is no registration of an order by the Court of first instance (Rechtbank) of Amsterdam, The Netherlands
for the dissolution (ontbinding en vereffening) of the Company. Although not constituting conclusive evidence at 2 February 2024,
this assumption is partly supported by the searches and enquiries undertaken by us as listed in Schedule 1 (Documents and Enquiries). |
REGULATORY COMPLIANCE
| 2.5 | At each Relevant Moment, Ordinary Shares shall have been admitted for trading on a regulated market, a
multilateral trading facility or a comparable trading system outside the European Economic Area as referred to in Article 2:86c (1) Dutch
Civil Code. |
| 2.6 | The issuance of Registered Shares, to the extent made in the Netherlands, has been, is and will be made
in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on a regulated market, as well as any rules promulgated
thereunder (the "Prospectus Regulation"). |
| 2.7 | The Registration Statement has been or will be declared effective by the SEC in the form reviewed by us. |
| 2.8 | At each Relevant Moment, the authorised share capital (maatschappelijk kapitaal) of the Company
shall allow for the issuance of the Registered Shares. |
| 2.9 | (i) any contribution in kind (inbreng anders dan in geld) on the Registered Shares
consisting of assets not governed by Dutch law have been validly contributed and transferred to, and have been validly accepted by,
the Company in satisfaction of the obligation to pay up such Registered Shares in full in accordance with applicable law (other than
Dutch law), (ii) any formalities stipulated by applicable law (other than Dutch law) in respect of any such contribution has
been complied with, and (iii) the value of any contribution in kind on the Registered Shares
is sufficient to pay up such Registered Shares in full. |
| 3. | ARM'S LENGTH COMMERCIAL TERMS |
The Deeds of Issue are and/or will be for bona fide commercial
reasons and any terms are bona fide arm's length commercial terms.
SCHEDULE 3
RESERVATIONS
| 1. | LIMITATIONS ARISING FROM INSOLVENCY LAW |
Our opinion is subject to and limited
by the provisions of (i) any applicable bankruptcy, insolvency, liquidation, reorganisation, moratorium and other similar laws of
general application) relating to or affecting the rights and remedies of creditors (including the doctrine of voidable preference within
the meaning of Section 42 et.seq. of the Dutch Bankruptcy Act (Faillissementswet), (ii) any reconstruction, arrangement,
compromise, private restructuring plan or any court ordered stay period (afkoelingsperiode) which may come into force before or
after the date of this Opinion Letter and (iii) any emergency or resolution measures that may be taken by the Dutch government, any
of its agencies or any financial regulator under the Dutch Financial Relations Emergency Act (Noodwet Financieel Verkeer) or under
the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht; hereinafter, together with its subordinate and implementing
decrees and regulations, the "FMSA");
| 2.1 | The terms "enforceable", "legal", "valid", "binding"
(or any combination thereof) where used above, mean that the obligations assumed by the relevant party under the relevant document are
of a type which Netherlands law generally recognises and enforces; they do not mean that these obligations will necessarily be enforced
in all circumstances in accordance with their terms; in particular, enforcement before the courts of The Netherlands will in any event
be subject to: |
| 2.1.1 | the availability under Netherlands law of defences such as, without limitation,
set-off (unless validly waived), fraud, duress, misrepresentation, undue influence, unforeseen circumstances, force majeure, error, abatement
and counter-claim; |
| 2.1.2 | the nature of the remedies available in the Dutch courts (and nothing in
this Opinion Letter must be taken as indicating that specific performance or injunctive relief would be available as remedies for the
enforcement of such obligations); |
| 2.1.3 | the effect of Netherlands provisions imposing prescription or limitation
periods (within which suits, actions or proceedings may be brought); and |
| 2.1.4 | the acceptance by the Dutch courts of jurisdiction. |
| 2.2 | Furthermore, as a matter of the laws of The Netherlands, the reliance on or the enforcement of contractual
terms and conditions may under certain circumstances be contrary to the overriding principle
of "fairness and reasonableness" (redelijkheid en billijkheid) which governs the relationship between the parties to
an agreement and which may affect, inter alia, the reliance on and/or enforcement of contractual provisions such as the following
(without any limitation): |
| 2.2.1 | any provision in a contract or document (governed or determined to be governed
by the laws of The Netherlands) providing that certain calculations or certifications are to be conclusive and binding; such a provision
will not be effective if such calculations or certificates are reached on an arbitrary or unreasonable basis or are fraudulent or manifestly
inaccurate and will not necessarily prevent judicial enquiry into the merits of any claim by any party thereto; |
| 2.2.2 | any provision of any such contract or document vesting any party with a
discretion or a power to determine a matter in its opinion with binding effect for the other party or parties; Dutch law may require that
such discretion or power is exercised reasonably or that such opinion is based on reasonable grounds; |
| 2.2.3 | any provision of any such contract or document stating that no failure or
delay in exercising any rights or remedies shall operate as a waiver of such rights or remedies (to the effect that under the proper circumstances
a delay or failure to exercise a right within the contractual period of time may operate as a bar to the exercise of such rights or remedies
thereafter); |
| 2.2.4 | provisions providing that agreements may only be amended or varied or any
provision thereof waived by an instrument in writing may not be effective insofar as they suggest that modifications, amendments or waivers
made orally or otherwise could not be effectively agreed upon or granted between or by the parties; |
| 2.2.5 | provisions in an agreement stating that such agreement is the only agreement
between the parties may not be effective if one of the parties proves that other agreements validly exist between the parties; |
furthermore, such principle of fairness
and reasonableness may in the proper circumstances impose certain additional duties upon the parties concerned, notwithstanding any provision
to the contrary.
| 2.3 | Insofar as the laws of The Netherlands are concerned: |
| 2.3.1 | provisions in documents relating to the transfer or assignment of rights
and obligations may require the execution of further documentation in order to be fully effective; |
| 2.3.2 | the transfer of rights pursuant to an agreement to a third party does not
as such entail transfer of obligations as well; under Netherlands law obligations pursuant to an agreement can in principle only be transferred
to a third party with the cooperation of the parties to the agreement; and |
| 2.3.3 | an agreement is only binding upon the parties to such an agreement; consequently,
in principle rights can only be granted by parties to the agreement and rights pursuant to an agreement can only be enforced against the
parties to the agreement; this will affect indemnities in documents in favour of a party's directors, employees and others. |
| 2.4 | The validity and enforceability of the Company's obligations set out in the Registration Document, may
be: |
| (i) | affected by sanctions implemented or effective in The Netherlands under the Sanctions Act 1977 (Sanctiewet
1977), the General Customs Act (Algemene Douanewet) or the Economic Offences Act (Wet op de Economische Delicten); and |
| (ii) | successfully contested by its creditors if such obligations are prejudicial to the interests of such creditors
(and the other requirements for voidable preference (Pauliana) within the meaning of Section 3:45 of the Dutch Civil Code are met). |
| 2.5 | The term “non-assessable” has no equivalent in the Dutch language and for purposes of this
opinion letter such term should be interpreted to mean that a holder of an Ordinary Share shall not by reason of merely being such a holder
be subject to assessment or calls by the Company or its creditors for further payment on such Ordinary Share. |
| 3. | EFFECT OF INSOLVENCY ON POWERS OF ATTORNEY |
All powers of attorney (volmachten)
or mandates (lastgevingen) (including, but not limited to, powers of attorney or mandates expressed to be irrevocable) granted
and all appointments of agents made by the Company, explicitly or by implication, will terminate by law and without notice upon the Company's
bankruptcy (faillissement), will become ineffective upon a moratorium of payments (surseance van betaling) being imposed
upon the company and, if the laws of The Netherlands are applicable, may be capable of being revoked by the Issuer.
No opinion is given (or may be
inferred or implied) in this Opinion Letter on any real estate transfer tax (overdrachtsbelasting) that may become due by the
Company or any holder of an Ordinary Share or a Public Warrant Shares in respect of or in connection with the execution or
enforcement of the Deed Of Issue.
**
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