Lifeline SPAC I Plc
Business ID 3229349-3
Annual Report
2022
Annual Report 2022
2
Content
CEO’s Review ........................................................................................................................................ 3
Board of Directors’ Report ...................................................................................................................... 4
Financial Statements ............................................................................................................................ 14
Corporate Governance Statement 2022 ............................................................................................... 50
Remuneration Report 2022 .................................................................................................................. 57
3
CEO’s Review
“Lifeline SPAC I has continued to operate systematically and proceeded with the analysis of high-growth
potential technology companies in different stages of maturity in Finland and other Nordic countries.
Even though we have also assessed new potentials, our main focus under the reporting period and
thereafter has turned into a more profound analysis of and dialogue with such already identified
companies that we deem most interesting for our shareholders.
One of the material equity market themes since our IPO has been the strong decline in market
capitalisations and valuation levels of listed companies in the technology sector. We also have been
closely monitoring this development. Although there are still uncertainties in the capital markets and
different views of the outlook, the decline in market capitalisations and valuation levels in the technology
sector showed signs of stabilisation towards the end of the reporting period and thereafter. For instance,
compared to the market values that prevailed at the end of June 2022, BVP Nasdaq Emerging Cloud
Index declined only some 2 % by the end of February 2023, whereas the Goldman Sachs Non-Profitable
Technology Company Index declined some 4 % over the same period.
From Lifeline SPAC I’s perspective, a potential negative factor in the strong decline in valuation levels
has been the slowness in discussions with some target companies. Should the valuation environment
in the technology sector stabilise, we expect that it may impact Lifeline SPAC I’s activities positively.
Lifeline SPAC I is a company whose activities are limited in time. To take the right decisions at the right
time for the benefit of our shareholders has been and is at the core of our operational thinking. The
importance of this is naturally even more emphasised during the next quarters.
Tuomo Vähäpassi
CEO
Board of Directors’ Report
4
Board of Directors’ Report
Lifeline SPAC I
Lifeline SPAC I is a Finnish Special Purpose Acquisition Company founded for corporate acquisitions.
We raised capital with an initial public offering and listed on the SPAC segment of the regulated market
of Nasdaq Helsinki on 15 October 2021 (the “IPO”). Our objective is to carry out an acquisition that
meets the definition of an acquisition in accordance with the applicable stock exchange rules (the
“Acquisition”) within 24-36 months from the IPO.
The Company raised EUR 100 million in gross proceeds in the IPO by issuing 10 million new series A
shares. These proceeds are deposited in an escrow account
1
and the proceeds are primarily intended
to be used on financing the growth of the target company of the Acquisition.
We offer investors an opportunity to invest in companies that retail investors or many institutional
investors otherwise would not be able to invest in, because these kinds of investments are typically
made by later-stage private equity funds. Our aim is to generate profit for shareholders and increase
the value of the target company by supporting its growth and development also after the acquisition
2
.
The so-called sponsors of Lifeline SPAC I are Timo Ahopelto, Kai Bäckman, Petteri Koponen and Juha
Lindfors (the “Sponsors”). At the end of the financial period Timo Ahopelto, Petteri Koponen and Juha
Lindfors were partners of the Lifeline Ventures venture capital firms
3
.
Investment Strategy
The primary strategy of Lifeline SPAC I is to identify and acquire an unlisted target company with high
growth potential operating in the technology sector. The core of our strategy is to carry out the
acquisition through a share consideration, in which case the funds raised by the company from the IPO
will be used to finance the growth of the target company.
Our investment strategy includes detecting such corporate acquisition targets and carrying out such
acquisitions that will provide considerable long-term value to shareholders. We are seeking a target
company with excellent long-term growth and internationalization potential that we, along with our
Sponsors, can support and accelerate.
1
These assets are presented in the balance sheet item Other receivables.
2
The Company’s Sponsors, members of the Board of Directors and management have committed to a lock-up of 24 months in
respect of their series A shares after the completion of the Acquisition.
3
LLV Fund Management Ltd., Lifeline Ventures Fund Management Ltd. and the funds managed by them
Board of Directors’ Report
5
Our target segments include, for instance, enterprise software, healthtech, climate technology, digital
consumer products and services, as well as robotics and hardware. These technology segments
represent markets that are extremely large globally, with also a very strong growth outlook.
Generally speaking, the Company’s investment strategy is rooted in the notion that the best possible
way of creating value for the shareholders in the long term is to select a target company whose growth
and development may be supported through leveraging the company’s extensive expertise and
experience as well as its international contact network.
Financial development
Lifeline SPAC I’s operating loss for the financial period 1 January 31 December 2022 was EUR 0.7
(7.0) million and the loss for the period was EUR 1.6 (7.2) million. Earnings per share (basic and diluted)
was EUR -0.62 (-4.27)
4
. Typically for a SPAC company in the search phase, the Company had no
revenue during the review period.
The Company’s employee benefit expenses, totalling EUR 0.4 (6.9) million, consisted of wages and
salaries and related social security expenses. In the comparative period, the Company’s Sponsors,
members of the Board of Directors and management subscribed Sponsor and Founder warrants and
series B shares, which were treated as transactions under IFRS 2 Share-based Payments. The
Company recorded in the comparative period a total of approximately EUR 6.8 million expenses in
employee benefits from the difference between the subscription prices and the fair values of the
warrants and the series B shares.
The Company’s other operating expenses, totalling EUR 0.3 (0.1) million, consisted mainly of
administrative services related to the Company’s operations.
The Company’s financial income and expenses, totalling EUR -0.9 (-0.2) million, consisted of interest
income and expenses related to the Company’s cash reserves and the funds deposited to the escrow
account, as well as costs related to the IPO, which had been allocated as an expense to the review
period. The Company paid negative interest on its deposits up until 26 July 2022. The interest rate on
the ECB’s deposit facility increased from -0.50 percentage to 0.00 percentage on 27 July 2022, from
which onwards the Company has not paid negative interest on its deposits. After July, The ECB
continued to raise its interest rates and the interest rate on its deposit facility eventually increased up
to 2.00 percentage by the end of the review period. As a result of this development, the Company’s
deposits started to yield interest income during the financial period.
4
Earnings per share = Profit for the financial period / Weighted average number of series B-shares during the period. Redeemable
series A-shares as well as Founder and Sponsor Warrants are not taken into account as dilutive potential ordinary shares in the
calculation of earnings per share.
Board of Directors’ Report
6
The Company’s return on equity during the financial period was -45.8 (-366.2)%
5
.
Financial Position and Cash Flow
Lifeline SPAC I’s balance sheet total on 31 December 2022 was EUR 101.7 (102.2) million. The EUR
100 million proceeds raised from the issue of series A shares in the IPO have been deposited in an
escrow account and are therefore presented in other receivables in the Company’s balance sheet.
Series A shares are financial instruments subject to IAS 32 and, due to the redemption clause included
in them, the share subscription prices have been recognised in financial liabilities and measured at
amortised cost using the effective interest rate method. Considering that the Company’s 24-month
period for closing the Acquisition expires in October 2023, unless the Company seeks for a 12-month
extension and the General Meeting grants the extension, the amortised cost has been recorded as the
current debt of the Company.
At the end of the financial period, the Company’s cash and bank receivables were EUR 1.6 (2.0) million.
If the Company needs additional working capital for the search of the target company and its operations,
the Company’s Sponsors have undertaken to subscribe for a maximum of 200,000 series A shares of
the Company at a subscription price of EUR 10.00 per share.
The Company’s cash flow from operating activities totalled EUR -0.5 (-0.4) million during the financial
period. There was no cash flow from investing activities and financing activities during the financial
period. In the comparative period, there was no cash flow from investing activities but the Company had
a total EUR 2.4 million cash flow from financing activities, consisting of proceeds raised through the
IPO, deposit to the escrow account, proceeds raised through subscriptions for Sponsor and Founder
Warrants and series B shares by the Company’s Sponsors, members of the Board of Directors and
management, as well as the total cost of the IPO.
At the end of the financial period, the Company’s equity ratio was 2.3 (3.8)%
6
and shareholders’ equity
per share was EUR 0.95 (1.57)
7
.
Shares, Shareholders and Share Price Development
Lifeline SPAC I’s share capital was EUR 80,000 at the end of the financial period and the number of
shares totalled 12,500,000. Lifeline SPAC I has two series of shares. Series A shares (FI4000512496)
are listed on the SPAC segment of the regulated market of Nasdaq Helsinki. Series B shares
(FI4000512124) are held by the Company’s Sponsors, members of the Board of Directors and
5
Return on equity = Profit for the financial period / Shareholders equity (average)
6
Equity ratio = Shareholders’ equity / (Balance sheet total Advance payments received)
7
Shareholders’ equity per share = Equity / Number of series B-shares at the end of the financial period
Board of Directors’ Report
7
management and are not publicly traded. At the end of the financial period, the number of series A
shares totalled 10,000,000 and the number of series B shares 2,500,000.
The average weighted number of series B shares during the financial period was 2,500,000 (1,685,616).
All of the Company’s shares carry equal voting and economic rights, except for the redemption condition
of series A shares and the exclusion of the right to dividend and distribution of assets and of the right
to distributive share in the dissolution of the Company of series B shares. Series B shares can be
converted into series A shares if the conditions set out in the Articles of Association, which are described
in the Company’s listing prospectus, are met.
In accordance with the Company’s Articles of Association, the Company’s sponsors and the Company’s
founder-CEO Tuomo Vähäpassi have, until the acquisition and two years thenceforth, together the right
upon written notice to the company to appoint two members of the Board, in aggregate. The General
Meeting appoints the other from three to six ordinary members. The Board of Directors elects a Chair
from among its members.
Lifeline SPAC I had a total of 3,037 (2,987) shareholders on 31 December 2022. The twenty largest
registered shareholders held a total of 69.1 (69.7)% of all the Company’s shares. Nominee-registered
shareholders held a total of 4.4 (3.3)% of all the Company’s shares.
Board of Directors’ Report
8
The Company’s 20 largest shareholders at the end of the financial period were as follows:
Shareholder
A-shares
B-shares
Total
% of
shares
1
Oy G.W.Sohlberg Ab
1,000,000
0
1,000,000
8.00
2
Anchor Oy Ab
1,000,000
0
1,000,000
8.00
3
Varma Mutual Pension Insurance Company
900,000
0
900,000
7.20
4
Ahlstrom Invest B.V
700,000
0
700,000
5.60
5
Mandatum Life Insurance Company Limited
639,231
0
639,231
5.11
6
TSOEH Oy
35,000
375,000
410,000
3.28
7
Heikintorppa Oy
400,000
0
400,000
3.20
8
Wipunen Varainhallinta Oy
400,000
0
400,000
3.20
9
TA Ventures Oy
0
394,302
394,302
3.15
10
Långdal Ventures Oy
0
394,302
394,302
3.15
11
Decurion Ventures Oy
0
394,302
394,302
3.15
12
Sofki Oy
0
394,302
394,302
3.15
13
Säästöpankki Korko Plus-Sijoitusrahasto
298,017
0
298,017
2.38
14
Illusian Oy
50,000
194,118
244,118
1.95
15
Sijoitusrahasto Säästöpankki Pienyhtiöt
217,779
0
217,779
1.74
16
Kaleva Mutual Insurance Company
210,000
0
210,000
1.68
17
Op-alternative Portfolio -erikoissijoitusrahasto
170,000
0
170,000
1.36
18
Julius Tallberg Corp.
160,574
0
160,574
1.28
19
Sijoitusrahasto Visio Allocator
156,800
0
156,800
1.25
20
Livränteanstalten Hereditas
150,000
0
150,000
1.20
20 largest shareholders in total
6,487,401
2,146,326
8,633,727
69.07
During the review period, the highest share price of the series A shares of Lifeline SPAC I on Nasdaq
Helsinki was EUR 13.10 (13.50), the lowest EUR 9.86 (10.52), and the volume-weighted average price
EUR 10.86 (12.40). At the end of the review period, the closing price of the share was EUR 10.05
(13.00), and the total market value of series A shares was EUR 101 (130) million
8
. A total of 1.7 (0.8)
million series A shares were traded on Nasdaq Helsinki during the review period, corresponding to 17.0
(7.6)% of all series A shares.
In addition to series A and B shares, the Company has issued a total of 2,833,333 Sponsor and Founder
Warrants, each of which entitles the holder to subscribe for one series A share under certain conditions.
The terms of Sponsor and Founder Warrants are described in the Company’s listing prospectus. If all
8
Market value = Number of shares at the end of the financial period x Share price at the end of the financial period
Board of Directors’ Report
9
of the issued Sponsor and Founder Warrants were exercised to subscribe new series A shares, the
new shares would represent approximately 18.5% of all shares and votes in the Company
9
.
In addition, on 30 September 2021, the Company’s Board of Directors decided to issue a maximum of
3,333,333 Investor Warrants for subscription to the holders of the Company’s series A shares in
connection with the completion of the Acquisition. Investor Warrants will be issued to those
shareholders who have not voted against the Acquisition at the General Meeting and have not
demanded the redemption of their series A shares after the General Meeting deciding on the
Acquisition. Each Investor Warrant entitles the holder to subscribe for one of the Company’s series A
shares under certain conditions. The terms of the Sponsor, Founder and Investor Warrants are
described in the Company’s listing prospectus.
The General Meeting and the Board of Directors’ Authorisations
Lifeline SPAC I Plc’s Annual General Meeting was held on 18 May 2022. The Annual General Meeting
adopted the Financial Statements and discharged the members of the Board of Directors and the CEO
from liability for the financial period of 13 August31 December 2021. The Annual General Meeting
approved in advisory resolutions the remuneration policy and the remuneration report of governing
bodies.
The General Meeting resolved, in accordance with the proposal of the Board of Directors, that, based
on the adopted balance sheet for the financial period of 13 August31 December 2021, no dividend is
distributed.
It was resolved that the number of the members of the Board of Directors shall be five. In accordance
with the Company’s Articles of Association, the sponsors have the right to appoint two Board members
and the General Meeting appoints the other three Board members. The Company has on 11 April 2022
received a written notice from the Sponsors, pursuant to which Timo Ahopelto and Petteri Koponen will
act as the sponsor representatives in the Company’s Board of Directors. The General Meeting resolved
to appoint Alain-Gabriel Courtines, Caterina Fake and Irena Goldenberg as members of the Board of
Directors.
It was resolved that the members of the Board of Directors are paid remuneration as follows: the Chair
of the Board of Directors is paid an annual remuneration of EUR 15,000 and members of the Board of
Directors are each paid an annual remuneration of EUR 10,000.
KPMG Oy Ab was elected as the Auditor. Authorised Public Accountant Jussi Paski will act as the
Responsible Auditor. The Auditor is paid remuneration in accordance with a reasonable invoice
approved by the Company.
9
Before any potential new shares subscribed with Investor Warrants
Board of Directors’ Report
10
The organisational meeting of the Board of Directors, held after the Annual General Meeting, elected
from among the Board members Timo Ahopelto as the Chair and Alain-Gabriel Courtines as the Vice
Chair.
By unanimous resolution of the Company’s shareholders on 28 September 2021, the Board of Directors
was granted with the following authorisations:
The Board of Directors was authorised to decide on the issuance of new series A shares and/or
conveyance of the series A shares held by the Company in one or more instalments against or
without payment, and the issuance of special rights entitling to shares and/or share option rights
by one or several decisions. The number of shares to be issued pursuant to the authorisation
and the amount of shares issued or conveyed by virtue of the authorisation to issue special
rights entitling to shares shall not exceed 9,000,000 series A shares. The Board of Directors is
entitled to decide on the terms of the share issue or conveyance of the shares held by the
Company and/or terms of the special rights entitling to shares or share option rights, including
deviation from the shareholders’ pre-emptive subscription right. The authorisation is valid until
28 September 2026. Based on this authorisation, the Board of Directors resolved that no more
than 3,333,333 Investor Warrants are offered for subscription to the holders of the Company’s
series A shares in connection with the completion of the Acquisition under certain conditions.
The Board of Directors was authorised to decide on the repurchase of the Company’s own
series A shares in one or several tranches. The number of own shares to be repurchased shall
not exceed 10,000,000 series A shares. The authorisation is effective for until 16 March 2023.
The Company’s Board of Directors, Management Team and Personnel
The Board of Directors of Lifeline SPAC I has five members: Timo Ahopelto, Alain-Gabriel Courtines,
Caterina Fake, Irena Goldenberg and Petteri Koponen. Timo Ahopelto acts as a Chairman and Alain-
Gabriel Courtines as a Vice-Chairman.
The Company’s Board of Directors resolved on 30 September 2021 to establish a Sponsor Committee
consisting of Sponsors and the Chair of the Sponsor Committee to evaluate acquisition targets and
make proposals to the Company’s Board of Directors regarding possible acquisition targets. Ilkka
Paananen was elected as a Chairman of the Sponsor Committee and Timo Ahopelto, Kai Bäckman,
Petteri Koponen and Juha Lindfors as members.
The Annual General Meeting resolved on 18 May 2022 to appoint KPMG Oy Ab as the auditor of the
Company and Authorised Public Accountant Jussi Paski as Auditor in charge.
The Company’s Management Team consists of CEO Tuomo Vähäpassi and CFO Mikko Vesterinen.
Timo Ahopelto, the Chairman of the Company’s Board of Directors, actively cooperates with the
Management Team and the Chairman of the Sponsor Committee Ilkka Paananen.
Board of Directors’ Report
11
In addition to the CFO, the Company had no other employees during the review period.
The members of the Company’s Board of Directors, the members of the Sponsor Committee as well as
the Company’s CEO and CFO held, directly and through their controlled entities, the Company’s shares
and warrant at the end of the financial period as follows:
Name
Shareholding in Lifeline SPAC I on 31
December 2022
Timo Ahopelto
Chair of the Board of Directors and member of the
Sponsor Committee
394,302 series B shares
446,875 Sponsor Warrants
Alain-Gabriel Courtines
Vice Chair of the Board of Directors
97,058 series B shares
109,999 Sponsor Warrants
Caterina Fake
Member of the Board of Directors
97,058 series B shares
109,999 Sponsor Warrants
Irena Goldenberg
Member of the Board of Directors
97,058 series B shares
109,999 Sponsor Warrants
Petteri Koponen
Member of the Board of Directors and the Sponsor
Committee
394,302 series B shares
446,875 Sponsor Warrants
Ilkka Paananen
Chair of the Sponsor Committee
50,000 series A shares
194,118 series B shares
220,003 Sponsor Warrants
Kai Bäckman
Member of the Sponsor Committee
394,302 series B shares
446,875 Sponsor Warrants
Juha Lindfors
Member of the Sponsor Committee
394,302 series B shares
446,875 Sponsor Warrants
Tuomo Vähäpassi
CEO
35,000 series A shares
375,000 series B shares
425,000 Founder Warrants
Mikko Vesterinen
CFO
404 series A shares
62,500 series B shares
70,833 Founder Warrants
Total
85,404 series A shares
2,500,000 series B shares
495,833 Founder Warrants
2,337,500 Sponsor Warrants
Board of Directors’ Report
12
Key Business Risks and Uncertainties
On 24 February 2022 Russia started a widespread invasion into Ukraine. As a consequence, the US,
the EU and the UK amongst others have imposed sanctions targeting Russia’s ability to access capital
and financial markets, sanctioning numerous individuals and banks, as well as trading in general. These
sanctions, possible counter sanctions and generally heightened uncertainties may create increased
turbulence in the capital markets and impact Lifeline SPAC I’s operations.
The risks and uncertainties related to Lifeline SPAC I’s business are described in the listing prospectus.
The key risks and uncertainties are as follows:
The Company has not previously had, nor will it prior to the Acquisition have, any operational
activities with the exception of preparation of the Acquisition and negotiations, and it has not
generated any revenue, and therefore it may be difficult for investors to assess the Company’s
ability to attain its business targets and generate revenue in the future.
The Company may not be able to complete the Acquisition within 36 months, which may result
in the discontinuation of trading in the Company’s series A shares and the Company has to be
placed into liquidation, in which case there is a significant risk that the investor will not recover
all the invested capital.
The Company’s success and its ability to complete a successful Acquisition is contingent upon
the Company’s key personnel, the Board of Directors and the Company’s service providers.
The Company faces risks related to the Acquisition and actions aimed at completing the
Acquisition may cause considerable costs, without the Acquisition being executed.
The Company may encounter considerable competition in the M&A market, which may hamper
the Company’s chances of identifying acquisition objects and completing the Acquisition.
The SPAC model has not established itself in Finland, the terms for SPACs or the securities
used in them have not yet been standardised and any negative publicity concerning SPACs
could have a negative impact on the Company and the entire SPAC market in Finland.
If the Acquisition is completed on unfavourable terms or the business of the target company
develops unfavourably, the shareholders may lose all or part of their investment.
Risks related to the target company cannot currently be evaluated, because the Company has
not yet identified a potential Acquisition target.
The materialisation of the tax risks related to the Company may have an adverse effect on its
taxation and financial standing.
Board of Directors’ Report
13
Future Outlook
Lifeline SPAC I is in the search phase, in which it identifies and analyses possible target companies
with the aim to complete the Acquisition of a high growth potential Nordic technology company within
24-36 months of the IPO. Taken the nature of the Company’s activities as a SPAC in a search phase,
the Company does not issue any specific guidance or other future outlook.
Board of Directors’ Proposal for Profit Distribution and Annual General Meeting
2023
Applying Finnish Accounting Standards, Lifeline SPAC I’s distributable funds on 31 December 2022
were EUR 101.5 million. Although the Company prepares its separate financial statements in
accordance with IFRS standards, according to the Company’s interpretation and expert statements
received by the Company, its distributable funds are primarily determined on the basis of the Finnish
Companies Act and thus Finnish Accounting Standards.
The Board of Directors proposes to the General Meeting that no dividend is distributed for the financial
period ended 31 December 2022, and that the loss for the financial period is recorded in retained
earnings.
Lifeline SPAC I’s Annual General Meeting is intended to be held on Wednesday 17 May 2023. The
notice to the General Meeting will be published as a separate release.
Events After the Reporting Period
On 2 February 2023, the Governing Council of the European Central Bank decided to raise the three
key ECB rates by 50 basis points. Accordingly, the interest rate on the ECB’s deposit facility was
increased to 2.50% with effect from 8 February 2023. The ECB’s decision to raise interest rates has a
positive impact on the Company’s interest income.
Corporate Governance Statement
Lifeline SPAC I’s corporate governance statement will be published as a report separate from the Board
of Directors’ report in the week beginning 13 March 2023 and will also be available on the Company’s
website at www.lifeline-spac1.com after its publication.
Financial Statements
14
Financial Statements
Income Statement ................................................................................................................................ 15
Balance Sheet ...................................................................................................................................... 16
Statement of Changes in Equity ........................................................................................................... 17
Statement of Cash Flows ..................................................................................................................... 18
Notes to the Financial Statement ......................................................................................................... 19
1. General Information ............................................................................................................ 19
2. Basis of Preparation ............................................................................................................ 20
3. Fair Value Measurement ..................................................................................................... 20
4. Financial Assets and Liabilities ........................................................................................... 21
5. Income Tax ......................................................................................................................... 24
6. Employee Benefits Expenses ............................................................................................. 25
7. Equity .................................................................................................................................. 26
8. Accounting Estimates and Judgements .............................................................................. 26
9. Other Operating Expenses .................................................................................................. 27
10. Employee Benefits Expenses ............................................................................................. 27
11. Share Based Payments ...................................................................................................... 28
12. Financial Income and Expenses ......................................................................................... 30
13. Earnings per Share ............................................................................................................. 31
14. Receivables ......................................................................................................................... 31
15. Cash and Cash Equivalents ................................................................................................ 32
16. Equity .................................................................................................................................. 32
17. Liabilities ............................................................................................................................. 39
18. Contingent Liabilities ........................................................................................................... 40
19. Related Party Transactions ................................................................................................. 40
20. Board and Management Remuneration .............................................................................. 40
21. Principles of Capital Management ...................................................................................... 42
22. Financial Risk Management ................................................................................................ 42
23. Events after the Reporting Period ....................................................................................... 43
Signatures of the Board of Directors’ Report and the Financial Statements ........................................ 44
Auditor’s Note ....................................................................................................................................... 44
Auditor’s Report .................................................................................................................................... 45
Financial Statements
15
Income Statement
EUR
Note
1.1.-31.12.2022
13.8.-31.12.2021
Revenue
-
-
Employee benefits expenses
10
-373,943.62
-6,860,987.75
Share based payments
-
-6,761,749.89
Wages and salaries
-316,423.54
-85,749.45
Social security expenses
-57,520.08
-13,488.41
Other operating expenses
9
-288,839.23
-129,420.12
Operating profit (-loss)
-662,782.85
-6,990,407.87
Financial income and expenses
12
-888,849.39
-205,978.90
Interest income and other financial income
372,932.87
-
Interest expense and other financial expenses
-1,261,782.26
-205,978.90
Profit (-loss) before tax
-1,551,632.24
-7,196,386.77
Profit (-loss) for the financial period
-1,551,632.24
-7,196,386.77
Profit for the period attributable to the
shareholders of the company
-1,551,632.24
-7,196,386.77
Earnings per share
13
Basic earnings per share
-0.62
-4.27
Diluted earnings per share
-0.62
-4.27
The Company has not had other items in the comprehensive Profit and Loss
Notes are an integral part of the financial statements.
Financial Statements
16
Balance Sheet
EUR
Note
31.12.2022
31.12.2021
Assets
Non-current assets
Other receivables
14
-
100,000,000.00
Total non-current assets
-
100,000,000.00
Current assets
Prepayments and other receivables
14
100,079,725.08
125,204.51
Accrued income
14
35,313.52
89,325.04
Cash and cash equivalents
15
1,581,094.96
2,033,952.52
Total current assets
101,696,133.56
2,248,482.07
Total assets
101,696,133.56
102,248,482.07
Equity and liabilities
Equity
Issued capital
16
80,000.00
80,000.00
Reserve for invested unrestricted equity
16
4,284,635.82
4,284,635.82
Retained earnings / accumulated deficit
16
-1,986,269.12
-434,636.88
Total equity
2,378,366.70
3,929,998.94
Non-current liabilities
Other financial liabilities (redeemable shares)
17
-
65,508,163.04
Total non-current liabilities
-
65,508,163.04
Current liabilities
Other financial liabilities (redeemable shares)
17
99,231,308.00
32,754,081.52
Accounts payable and other liabilities
17
86,458.86
56,238.57
Total current liabilities
99,317,766.86
32,810,320.09
Total liabilities
99,317,766.86
98,318,483.13
Total equity and liabilities
101,696,133.56
102,248,482.07
Notes are an integral part of the financial statements.
Financial Statements
17
Statement of Changes in Equity
EUR
Note
Share capital
Reserve for
invested
unrestricted
equity
Retained
earnings
Total equity
13.8.2021
0.00
0.00
0.00
0.00
Issues of shares (B-series)
and warrants
16
80,000.00
4,284,635.82
0.00
4,364,635.82
Share based payments
11
0.00
0.00
6,761,749.89
6,761,749.89
Profit for the period
16
0.00
0.00
-7,196,386.77
-7,196,386.77
31.12.2021
80,000.00
4,284,635.82
-434,636.88
3,929,998.94
EUR
Note
Share capital
Reserve for
invested
unrestricted
equity
Retained
earnings
Total equity
1.1.2022
80,000.00
4,284,635.82
-434,636.88
3,929,998.94
Profit for the period
16
0.00
0.00
-1,551,632.24
-1,551,632.24
31.12.2022
80,000.00
4,284,635.82
-1,986,269.12
2,378,366.70
Notes are an integral part of the financial statements.
Financial Statements
18
Statement of Cash Flows
EUR
1.1.-31.12.2022
13.8.-31.12.2021
Cash flow from operating activities
Profit / loss for the financial period
-1,551,632.24
-7,196,386.77
Share based payments (personnel expenses)
0.00
6,761,749.89
Other adjustments*
969,063.45
205,865.07
Interest paid**
287,143.83
0.00
Interest received**
-366,772.93
0.00
Change in working capital
209,340.33
-158,290.98
Total cash flow from operating activities
-452,857.56
-387,062.79
Cash flow from investment activities
0.00
0.00
Total cash flow from investment activities
0.00
0.00
Cash flow from financing activities
Issue Establishment of the company
0.00
25.00
Issue – A-series shares
0.00
100,000,000.00
Issue – B-series shares
0.00
99,860.00
Issue founder warrants
0.00
10,500.00
Issue sponsor warrants
0.00
4,254,250.82
Share offering expenses
0.00
-1,943,620.51
Transfer to escrow account
0.00
-100,000,000.00
Total cash flow from financing activities
0.00
2,421,015.31
Change in cash and cash equivalents
-452,857.56
2,033,952.52
Change in cash and cash equivalents at the beginning of
the period
2,033,952.52
0.00
Change in cash and cash equivalents at the end of the
period
1,581,094.96
2 033 952,52
Change
-452,857.56
2,033,952.52
* Other adjustment consists of amortised financial expenses.
** Interest paid consists of the negative interest paid for the funds deposited on the Company’s escrow
account. Interest received consists of the interest earned on the funds deposited on the Company’s
escrow account.
Financial Statements
19
Notes to the Financial Statement
1. General Information
Corporate information
Lifeline SPAC I Plc (hereinafter Lifeline SPAC Ior the Company”) (Business ID: 3229349-3), is a
Finnish limited liability company acting under Finnish law and planning corporate acquisition as SPAC-
Company (Special Purpose Acquisition Company).
The Company was incorporated 13.8.2021 and was registered 18.8.2021 in Helsinki, Finland. The
Company is subject to Finnish laws. The Companys registered office is at Helsinki. The Companys
founders are TSOEH Oy (Tuomo Vähäpassis related party company) and Mikko Vesterinen.
Company’s so-called sponsors are Timo Ahopelto, Kai Bäckman, Petteri Koponen and Juha Lindfors
(together the ”Sponsors”). At the end of the financial period, Timo Ahopelto, Petteri Koponen and Juha
Lindfors are shareholders of Lifeline Ventures
10
. All Sponsors act in their role personally or through their
controlled entities. Lifeline Ventures is not participating in the Company’s operations.
The Companys first financial year was 13.8.2021-31.12.2021 and its registered financial year is
calendar year. 1.1.-31.12.2022 is the Company’s second financial year.
The Company has not had any other business operations than administration related to identifying an
acquisition target. The Company has not had any revenues during the financial year.
In October 2021 the Company was listed on the SPAC-segment of the Nasdaq Helsinki regulated
market (the “IPO”). In the IPO, the Company raised gross assets of EUR 100 million by offering a
maximum of 10,000,000 new series A shares for subscription. The IPO was oversubscribed and the
listing was carried out as planned. Trading with series A shares began on 15.10.2021.
Operations and objectives
The Company’s target is to complete an acquisition (Acquisition) as defined in the applicable stock
exchange rules within 24 months of the listing. The Companys investment strategy includes identifying
and making Acquisitions that generate significant long-term financial added value for shareholders. If
necessary, the Company may apply to the shareholders for consent for an additional period of 12
months through the Annual General Meeting if the implementation of the Acquisition so requires. The
Companys strategy is primarily to identify and acquire an unlisted technology-focused company with
high growth potential, which is primarily located in Finland or other Nordic countries. The focus of the
Companys strategy is to complete the Acquisition entirely or almost entirely with share consideration,
in which case the funds raised by the Company through the IPO will be used to finance the growth of
the target company.
10
Lifeline Ventures” means Lifeline Ventures Fund Management Oy, LLV Fund Management Oy and Lifeline Ventures -
investment fund companies.
Financial Statements
20
The Company's business is not expected to generate revenue prior to the acquisition.
2. Basis of Preparation
The financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) and IFRIC Interpretations as adopted by European Union as of December 31, 2022.
The financial statements have been prepared on a historical cost basis, unless otherwise stated in the
accounting policies below.
The financial statements have been prepared in accordance with the going concern principle.
The Companys financial statements as of 31 December 2022 cover the Companys first full financial
year the comparative information is based on the financial period that ended on 31.12.2021. The
comparative period was approximately 4.5 months, and therefore the results are not fully comparable.
The Company does not prepare separate FAS financial statements.
The Company has not had any other business operations than administration related to identifying an
acquisition target. The Company does not have separately reportable segments. The Companys cash
flows are mainly related to the costs related to identifying an acquisition target and the Company’s
general administration.
The financial statements have been prepared in euros, which is the Companys functional currency.
3. Fair Value Measurement
The Company measures financial instruments at fair value on each reporting date.
Accounting principles
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability; or
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to determine fair value by maximizing the use of relevant observable inputs
and minimizing the use of non-observable inputs.
Financial Statements
21
Fair value estimation
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the entire fair value measurement:
Level 1:
The fair value of these assets or liabilities is based on available quoted (unadjusted) market prices in
active markets for identical assets or liabilities.
Level 2:
The fair value of these assets or liabilities is based on valuation techniques, for which the lowest level
input that is significant to the fair value measurement and it is directly or indirectly observable. The
valuation inputs are based on quoted or other readily available source.
Level 3:
Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable and require independent consideration and judgement from the valuation perspective.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring
basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-
assessing their categorisation (based on the lowest level input that is significant to the entire fair value
measurement) at the end of each reporting period.
At each reporting date, the Companys management assesses the movements in the values of assets
and liabilities and possible needs for revaluation.
For the purpose of fair value disclosures, the Company has determined classified assets and liabilities
according to their nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy, as described above.
4. Financial Assets and Liabilities
Accounting principles
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial assets
The Companys financial assets are measured at fair value on the initial recognition on the trade date,
and are classified as subsequently measured at amortized cost, fair value through other comprehensive
income (OCI), or fair value through profit or loss. The classification is based on the contractual cash
Financial Statements
22
flow characteristics of the financial asset and the Companys business model for managing the
instruments.
Amortised cost
Financial assets are classified at amortised cost, if the objective of holding the asset is to collect
contractual cash flows and if the cash flows are solely payments of principal and interest. Financial
assets which fulfil both of the conditions are subsequently measured using the effective interest rate
method (EIR) and are subject to impairment. Any gains or losses from these financial assets are
recognised in profit or loss when the asset is derecognised, modified, or impaired.
The Company’s cash and cash equivalent and deposits to escrow account are classified as financial
assets at amortised cost.
Financial assets at fair value through profit and loss
Financial assets are classified at fair value through profit and loss when the financial assets are held
for trading and when the collection of cash flows are not based on payments of principal and interest
and do not pass the SPPI test. Financial assets are classified as held for trading if they are acquired for
the purpose of selling or repurchasing in the near term. Financial assets at fair value through profit or
loss are carried in the statement of financial position at fair value with net changes in fair value
recognised in the statement of profit or loss.
The Company does not have financial assets in this category at the reporting date.
Financial assets at fair value through Other comprehensive income (OCI)
Debt instruments are classified and measured at fair value through other comprehensive income if the
objective of holding the financial asset fulfils both to collect contractual cashflows and to sell the financial
assets, and if the cash flows are solely payments of principal and interest. Interest income is recognised
in the income statement using the EIR method. The remaining fair value changes are recognised in
OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recorded in profit or
loss.
Currently, the Company does not hold any investments in debt instruments classified at fair value
through OCI.
On initial recognition, the Company can make an irrevocable election to classify and measure its equity
investments designated at fair value through other comprehensive income when these instruments are
not held for sale and when these financial instruments fulfil the requirements of investments to equity
instruments under IAS 32. Gains and losses on these financial assets are never reversed to profit or
loss. Dividends are recognised as other income in the statement of profit or loss when the right of
payment has been established, except when the Company benefits from such proceeds as a recovery
of part of the cost of the financial asset, in which case, such gains are recorded in OCI.
Financial Statements
23
Derecognition of financial assets
The Company derecognises a financial asset when, and only when the contractual rights to the cash
flows from the financial asset expires or it transfers the financial asset, and the transfer qualifies for de-
recognition.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the
asset, nor transferred control of the asset, the Company continues to recognise the transferred asset
to the extent of its continuing involvement. In that case, the Company also recognises an associated
liability.
Financial liabilities
The Company recognises a financial liability in its statement of financial position when, and only when,
the entity becomes party to the contractual provision of the instrument. The Company’s financial
liabilities are measured at fair value at initial recognition at trade date and are classified as subsequently
measured at amortised cost and fair value through profit or loss. The financial liabilities are classified
to their respective current and non-current accounts.
At amortised cost
The Company’s financial liabilities classified at amortised cost, such as interest-bearing loans and trade
payables are initially recognised at fair value less any related transaction cost and are subsequently
measured using the EIR method. Gains and losses are recognised in profit or loss when the liabilities
are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit or loss.
The Companys series A shares are IAS 32 Financial instruments and, due to the redemption condition
connected to them, subscription prices of shares, IPO expenses deducted, are recorded as the
Companys liability until the completion of the Acquisition and are booked at amortised cost.
Financial liabilities at fair value through profit and loss
Financial liabilities measured at fair value through profit and loss include financial liabilities are held for
trading and financial liabilities designated upon initial recognition at fair value through profit and loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing
in the near term. This category includes derivative financial instruments entered into by the Company
that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Currently
the Company does not hold any derivative instruments.
Financial Statements
24
The Company does not have financial assets in this category at the reporting date.
De-recognition of financial liabilities
The Company de-recognises financial liabilities when, and only when the obligation of a financial liability
specified in its respective contract is discharged, cancelled or it expires. This includes a situation where
an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated
as the derecognition of the original liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognised in the statement of profit or loss. The Company has not de-
recognised any liabilities during the financial period or the comparable financial periods.
5. Income Tax
Accounting principles
The Company’s income taxes comprise of tax recognized on the taxable income for the financial year
as well as deferred taxes. Taxes for the items recognised in the statement of profit and loss are included
in income taxes in the statement of profit and loss.
Current income tax
Taxes based on taxable income are recorded according to the local tax rules using the applicable tax
rate. If there is uncertainty included in the interpretations of the income tax rules, the Company
estimates whether it can fully utilize the tax position that is stated in the income tax calculations and the
tax recordings are adjusted if necessary.
Deferred tax
Deferred tax assets or liabilities are recorded on temporary differences arising between the tax bases
of assets and liabilities and their financial statement carrying amounts at the reporting date. Deferred
tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates that have been enacted or substantively
enacted at the reporting date. The Company records a deferred tax liability for all taxable temporary
differences.
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 profit will be available to allow all or part of the deferred
tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and
are recognised to the extent that it has become probable that future taxable profits will allow the deferred
tax asset to be recovered. Deferred tax liabilities are recognised in the balance sheet in full.
The Company offsets the deferred tax assets and deferred liabilities if and only if it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same tax authority on the same taxable entity.
Financial Statements
25
Accounting estimates and the managements judgement
Management judgement is applied in determining the deferred tax assets as the Company is required
to make estimations about future taxable profit, the recoverability of the loss carry-forwards and
potential changes to tax laws in Finland.
The Company has not recorded a deferred tax asset from losses of the financial year and the
comparative period due to uncertainty of its recoverability.
Reconciliation of income tax expense to the provisional estimated amount (EUR)
1.1.-31.12.2022
13.8.-31.12.2022
Profit before taxes
-1,551,632.24
-7,196,386.77
Tax at the rate of 20%
310,326.45
1,439,277.35
- Share based payments
0.00
-1,352,349.98
- Losses that are not recognized as tax assets
-310,326.45
-86,927.69
Tax expense
0.00
0.00
Cumulative losses that are not recognized as
tax assets
-2,754,961.11
-2,172,392.32
Tax effects 20 %
550,992.22
434,478.46
6. Employee Benefits Expenses
The Company’s employee benefits consist of the following:
short-term employee benefits
post-employment benefits; and
share-based payments.
Short-term employee benefits
Short-term employee benefits include salaries, wages, fees and fringe benefits as well as annual
holidays and bonuses.
Post-employment benefits (pensions)
Post-employment benefits are paid to their beneficiaries after the termination of employment. In the
Company, these benefits consist of pensions. The statutory pension cover of the company’s personnel
is provided through pension insurance policies. A pension scheme is classified as either a defined-
contribution scheme or a defined-benefit scheme. In a defined-contribution scheme, the company
makes fixed payments to a separate corporation or arrangement, after which the company is under no
legal or de facto obligation to make additional payments if the recipient of the payments were unable to
pay out the pensions in question. Contributions to defined-contribution pension schemes are recorded
Financial Statements
26
as expenses in the income statement for the financial period to which they relate. The Company had
only defined contribution schemes during the financial period (Tyel).
Share-based payments
Share-based employee benefits paid under equity are recognised at fair value at the time of award. The
amount recorded as expenses is amortised under personnel expenses and as an increase in equity
over the vesting period. Any effect of adjustments made to initial estimates is recorded as personnel
expenses in the income statement and the corresponding adjustment is made to equity.
7. Equity
Payments received from the issue of new shares are recognised under equity, less the transaction costs
directly attributable to the issue and less the share of taxes. If the Company purchases its own shares
(treasury shares), the consideration paid and the transaction costs directly attributable to the purchase,
adjusted for tax effects, are deducted from the equity attributable to equity holders of the Company until
the shares are cancelled or re-issued. If the treasury shares in question are subsequently resold or re-
issued, the consideration received is recognised directly in the equity attributable to equity holders of
the Company, less the transaction costs directly attributable to the issue and less the share of taxes.
The dividend proposed by the Board of Directors to the Annual General Meeting is not deducted from
the Company’s equity until the Annual General Meeting has decided on the payment of the dividend.
Series A shares can be redeemed under certain conditions, and they hold right to receive one warrant
for each three shares free of charge under certain conditions. Series A shares including warrant rights
(series 2021-C) less transaction costs that relate to emission of series A shares, have been recorded
as liability in accordance with IAS 32.
In addition to series A shares the Company also has unlisted series B shares and Founder Warrants
(series 2021-A) and Sponsor Warrants (series 2021-B) that have been recorded in accordance with
IFRS 2 Share-based payments.
8. Accounting Estimates and Judgements
The preparation of IFRS financial statements requires management's judgement and also utilisation of
estimations and assumptions. These impact both principles of preparation and recognisable amounts
of debts and expenses.
Related to risk and uncertainty factors, actual events may differ from estimations and judgements made
by management, including uncertainty related to the current business environment.
Estimates and assumptions are evaluated by the management constantly. Changes in accounting
estimates are recognised in the period where the change has or will occur and forthcoming periods to
which these changes affect.
Financial Statements
27
The management's estimates and judgements mainly relate to the timing of the de-spac and, in the
comparative period, to the fair value of share-based payments.
Accounting and presentation of shares and warrants issued through the IPO require considerable
judgement relating to application of accounting standards, classification and valuation and presentation
in the Company’s financial statements.
9. Other Operating Expenses
The Company’s other operating expenses consist mainly of administration expenses.
EUR
1.1.-31.12.2022
13.8.-31.12.2021
Other expenses
-288,839.23
-129,420.12
Total other operating expenses
-288,839.23
-129,420.12
Other operating expenses include auditor’s fees (paid to KPMG Oy Ab)
EUR
1.1.-31.12.2022
13.8.-31.12.2021
Statutory audit
7,500.00
15,000.00
Other services
-
25,000.00
Total
7,500.00
40,000.00
10. Employee Benefits Expenses
During the financial period, the Company’s employees consisted of CEO and CFO. The financial
period’s employee benefits expenses mainly consist of wages and salaries and related social security
expenses. In the comparative period, the Company’s employee benefits expenses primarily consisted
of Founder and Sponsor warrants and series B shares that were offered to the personnel and the
Sponsors and presented according to IFRS 2. Share based payments were fully earned at the time of
granting, which was during the comparative period, and therefore the impact has been booked to the
comparative period’s profit and loss. Detailed information about share based payments is presented in
note 11
EUR
1.1.-31.12.2022
13.8.-31.12.2021
Wages and salaries
-316,423.54
-85,749.45
Pension costs defined contribution plans
-44,366.16
-11,140.68
Other employee benefit expenses
-13,153.92
-2,347.73
Share based payments
-
-6,761,749.89
Total Employee benefits expenses
-373,943.62
-6,860,987.75
Financial Statements
28
11.