Adhoc announcement pursuant to Art. 53 LR

29 June 2023

VT5 publishes half-year report 2022/2023 and activity update

• Detailed discussions with a promising candidate for a business combination are progressing well, talks with other candidates continue
• As of 30 April 2023, the balance sheet total amounted to CHF 202.6 million of which CHF 198.5 million are held in escrow, to which interest income is added on a quarterly basis (CHF 199.1 million incl. accrued interest income and withholding taxes)
• Underlying cash balances held in escrow of CHF 9.93 per publicly traded Class A Share (CHF 9.95 incl. accrued interest income and withholding taxes)
• Discussions with VT5’s Sponsor VERAISON Capital regarding its soft commitments given as Sponsor in the IPO are ongoing with the aim to find a mutual solution that is in the best interest of shareholders

In the first half of VT5’s 2022/2023 reporting year ending 30 April 2023, the intensive work on the quest for a suitable company for an attractive business combination with VT5 Acquisition Company AG (VT5) continued. After exploring many interesting leads, the team has identified a promising candidate with whom detailed discussions are progressing well. Meanwhile, the team continues talks with further candidates. From the original gross proceeds of TCHF 7,059 from the Founder and Sponsor shares, TCHF 3,436 Founder and Sponsor funds are available as of 30 April 2023 for the process until a business combination is reached.

After the balance sheet date, the Board of Directors had been informed by its Sponsor VERAISON Capital that there is uncertainty regarding its soft commitments. Discussions with VERAISON Capital are ongoing with the aim to find a mutual solution that is in the best interest of shareholders. As communicated on 5 June 2023, the situation has also created some uncertainties with potential candidates.

VT5 today published its financial statements for the half-year 2022/2023, beginning 1 November 2022 and ending 30 April 2023. As VT5’s operating business is solely focused on activities to advance towards a successful Initial Business Combination, the income statement for the first half year reflects the expenses incurred from 1 November 2022 until 30 April 2023. Operating expenses recorded during the period amounted to TCHF 131. Net interest income on the escrow accounts for the period amounted to TCHF 1,065 and is directly recorded in the escrow accounts, respectively accrued.

The application of IFRS in VT5’s financial statements leads to a classification particularity. Based on the Right to Resell and the preferential nature of the publicly traded Class A Shares as well as the reference of the Warrants to the Class A Shares, both instruments are classified as financial liabilities under IFRS and presented accordingly. In addition, the Founder Shares and the Sponsor Class A Shares were classified as financial liabilities in the course of the IPO as their sub-ordination is set aside in the case of liquidation of the Company if the distributable funds exceed CHF 10.00 per Class A Share and an additional CHF 2.00 per Sponsor and Founder Share.

Due to the classification particularity, no equity exists under IFRS. Therefore, the loss for the period was balanced by the liability valuation, as no result can be attributed to equity holders. The same logic applies to total equity which, under application of IFRS accounting rules, was non-existent as of 30 April 2023. Nevertheless, the zero equity presented in the IFRS financials does not translate into an over-indebtedness on a statutory accounting basis.

As of 30 April 2023, the balance sheet total amounted to TCHF 202,629, of which TCHF 198,543 was held in escrow (TCHF 199,082 including accrued interest income and withholding taxes). Since the end of negative interest rates in Switzerland, the cash balances held in escrow accounts are yielding positive interest which is added directly to the escrow accounts at the two reputable Swiss banks EFG and IHAG on a quarterly basis. The reference rate of the Swiss National Bank was increased to 1.75% as of 23 June 2023 on the amounts held in escrow accounts. The outstanding interest of the commenced quarter as well as withholding tax is accrued and added to the amounts held in escrow when received.

The publicly traded Class A Shares are backed by funds in escrow and on an adjusted basis carried an equity value of CHF 9.93 per share (CHF 9.95 incl. accrued interest income and withholding taxes) as of 30 April 2023.
 

Key figures

Statement of comprehensive loss

Interim statement of financial position

Shareholder structure as of 30 April 2023

Information on significant shareholders, meaning those holding 3% or more of the Class A Shares, can be found on the platform of SIX Exchange Regulation under following link:
https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/

The half-year 2023/2023 report is available on the VT5 website under this link:
https://vt5.ch/websites/vt5/English/5200/reports-_-publications.html
 

VT5 plans to publish next information as part of the 9M 2022/2023 activity update on 30 August 2023.
 

Reporting Calendar 2023
9M 2022/2023 activity update: 30 August 2023
 

Contact
VT5 Acquisition Company AG
Communications & Investor Relations
Doris Rudischhauser
Phone: +41 79 410 81 88
Email: doris.rudischhauser@vt5.ch
 

About VT5
VT5 is a special purpose acquisition company (SPAC), a vehicle to directly or indirectly acquire one or (if at the same time) more operating companies or businesses in order to take them public and provide dedicated support. VT5 provides a target company with the industry and technical experience of a seasoned team to allow a fast and smooth way to become a public company in Switzerland. VT5 seeks to unlock this investment opportunity for investors by entering into a business combination with a technology and innovation leader backed by scientific research within 24 months of listing. Geographically, VT5 is looking to acquire a business in Central and Northern Europe with a focus on the DACH region and in particular on Switzerland.

The Class A Shares and redeemable Warrants are listed on SIX Swiss Exchange under the symbols of VT5 and VT5W, respectively.

More information about VT5 and its IPO can be found at www.vt5.ch.
 

Disclaimer
This announcement may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of VT5 ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the Board and management of VT5 and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. VT5 undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. VT5 accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.