Energy Transition Partners B : BV Half year report

ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

INTERIM FINANCIAL REPORT

FOR THE PERIOD FROM

1 JANUARY 2022 TO 30 JUNE 2022

ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

CONTENTS
	Page
- Interim Board Report	3
- Unaudited condensed interim financial statements
Condensed interim statement of comprehensive income from 1 January 2022 to 30 June 2022	12
Condensed interim statement of financial position as at 30 June 2022	13
Condensed interim statement of changes in equity from 1 January 2022 to 30 June 2022	14
Condensed interim statement of cash flows from 1 January 2022 to 30 June 2022	15
Notes to the condensed interim financial statements	16

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

INTERIM BOARD REPORT

This interim financial report of Energy Transition Partners B.V. (hereinafter referred to as "Energy Transition" or the "Company") for the period from 1 January 2022 to 30 June 2022 consists of the report of the board of directors of the Company (the "Board", and such report the "Interim Board Report"), including the responsibility statement and other mandatory statements by the Board and the condensed interim financial statements and the accompanying notes (the "Half-Year Report").

This Half-Year Report also includes the financial results for the period from incorporation of the Company on 25 February 2021 to 30 June 2021 as comparative figures ("the 2021 Interim Period"). The 2021 Interim Period constitutes the half-year 2021 financial statements of the Company and is filed accordingly.

ABOUT ENERGY TRANSITION PARTNERS B.V.

The Company was incorporated on 25 February 2021 under the name of EnTra Acquisition B.V. On 10 March 2021 the name of the Company was changed to Energy Transition Partners B.V. The Company has its registered office at Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam, the Netherlands.

The Company is a Special Purpose Acquisition Company (SPAC) with the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Target") (a "Business Combination") operating in the Energy Transition Sector that is headquartered or operating in Europe (including UK), although it may pursue a business combination opportunity in any geography, industry or sector. Energy Transition Sponsor LLP (the "Sponsor") is the Sponsor of the Company.

The Company was admitted to listing and trading on Euronext Amsterdam (the "Admission"), the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") on 19 July 2021 pursuant to a private placement (the "Private Placement" or "Offering") in which it raised EUR 175 million in gross proceeds (the "Proceeds") in accordance with the terms and conditions set out in the Company's prospectus which has been issued on 15 July 2021 (the "Prospectus"). The Company completed the Offering of 17,500,000 units (the "Units"), each consisting of one ordinary share (an "Ordinary Share") and one-third (1/3) of a warrant (a "Warrant" or "Public Warrant"), at a price of EUR 10.00 per Unit raising gross proceeds of EUR 175 million. Payment for the Ordinary Shares and the Public Warrants ("Settlement") took place on 21 July 2021 (the "Settlement Date").

Since the Settlement Date, the Company has been focusing on the selection of a potential target company for the initial Business Combination. The process is currently ongoing, and the Company has 24 months from the Settlement Date, plus an additional six months subject to approval by the General Meeting, to complete a Business Combination.

The Company's business strategy is to identify, combine with and maximise the value of a Target with operations in the Energy Transition Sector. In executing this strategy, the Company will look for a Target that (i) complements the experience of the Founders, (ii) can benefit from the Founders' operating and financial expertise and (iii) represents a compelling investment opportunity for the Company and its investors.

If the Company identifies a suitable Target, the Company will enter into negotiations with the Target's current owners including, if appropriate, for the purpose of agreeing transaction documentation appropriate for the potential Business Combination.

The Company will publicly disclose material updates with respect to the transaction process leading up to the Business Combination, including the envisaged Business Combination Date. On the Business Combination Date, all documents will be signed and all such actions will be taken to legally complete the Business Combination. The Company will issue a press release to confirm that the Business Combination has been completed.

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

At the end of the June 2022, the Company has not proposed a specific target company to the Business Combination EGM. The Company will continue its search for a proposed Business Combination with a target company to be completed before the Business Combination Deadline.

CAPITAL STRUCTURE

According to the Articles, the issued capital of the Company may consist of Ordinary Shares (including the Founder Shares), the Founder Share F1 and the Company may issue Warrants and Founder Warrants.

The Company was incorporated with an issued share capital of EUR 62,500, consisting of 6,250,000 class A shares having a nominal value of EUR 0.01 each. These shares were converted into class B shares having a nominal value of EUR 0.01 each. An additional 3,750,000 class B shares were issued. The nominal value of each class B share in the capital of the Company was decreased from EUR 0.01 to EUR 0.0025. Each of these class B shares was converted into an ordinary share in the capital of the Company, and the nominal value of each such share was increased to EUR 0.01. Subsequently, various cancellations of in total 3,750,000 ordinary shares in the capital of the Company took place. As a result, on the date of the Prospectus, the issued share capital of the Company was EUR 43,750, consisting of 4,375,000 Founder Shares with a nominal value of EUR 0.01 each. As at 30 June 2022, following the repurchase of the shares from Mr Foster, 4,355,000 Founder Shares were issued and fully paid up.

Set out below is an overview of the Company's share capital for the dates stated in the overview:

Class of Shares	Upon	At the date	On the Settlement	On the Settlement	On 30 June
	incorporati	of the	Date: Issued	Date: Issued and	2022: Issued
	on	Prospectus	share capital	outstanding share	and outstanding
				capital (1)	share capital (1)
Class A shares	6,250,000	-	-	-	-
Ordinary Shares	-	4,375,000	91,875,000	21,875,000	21,855,000
Of which Founder	-	4,375,000	4,375,000	4,375,000	4,355,000
Shares
Founder Share F1(2)	-	-	1	1	1

1. Issued and outstanding share capital is excluding any Shares held in treasury. See below "Treasury Shares and Treasury Warrants".
2. There is a single Founder Share F1, which the Sponsor acquired in the Founder Private Placement. See below "Founder Share F1".

Ordinary Shares

The Ordinary Shares (for the avoidance of doubt, not including the Founder Shares) are issued in registered form and have been entered into the collective deposit (verzameldepot) and giro deposit (girodepot) as referred to in the Dutch Securities Giro Transactions Act (Wet giraal effectenverkeer). The Ordinary Shares are cleared through the book-entry facilities of Euroclear Nederland. The Ordinary Shares are listed and admitted to trading on Euronext Amsterdam under the symbol "ENTPA" and the ISIN NL0015000F82.

The Company maintains a separate share premium reserve in its books for the Ordinary Shares (excluding the Founder Shares) to which the holders of the Founder Shares are not entitled (the "Ordinary Share Premium Reserve"), which is for the exclusive benefit of the Ordinary Shareholders. Each payment on Ordinary Shares exceeding the nominal value of such Ordinary Shares shall be booked on the Ordinary Shares Premium Reserve. The Ordinary Shares will rank pari passu with each other and Ordinary Shareholders will be entitled to dividends and other distributions declared and paid on them, including distributions from the Ordinary Shares Premium Reserve.

Each Ordinary Share entitles its holder to the right to attend and to cast one vote at the General Meeting.

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ENERGY TRANSITION PARTNERS B.V.

(Amsterdam)

Warrants ("Warrants" or "Public Warrants")

Time of issuance, exercise and expiration

Warrants are listed and admitted to trading on Euronext Amsterdam under the symbol "ENTPW" and the ISIN NL0015000FD2.

Each whole Warrant entitles an eligible Warrant Holder to subscribe for one Ordinary Share for EUR 11.50 per Warrant, subject to certain adjustments, in accordance with the Warrant T&Cs. All Warrants will become exercisable in the period which begins 30 calendar days after the Business Combination Date and ends at the earliest occurrence of:

1. close of trading on Euronext Amsterdam (17:30 CEST) on the first Trading Day after the fifth anniversary of the Business Combination Date,
2. Liquidation (as defined below),
3. any liquidation of the Company in accordance with the regular liquidation process and conditions under Dutch law or
4. redemption of the Warrants (the "Exercise Period").

The Warrants are issued in registered form and have been entered into the collective deposit (verzameldepot) and giro deposit (girodepot) as referred to in the Dutch Securities Giro Transactions Act. Application has been made for the Warrants to be cleared through the book-entry facilities of Euroclear Nederland. The Warrants do not have a fixed price or value. The price of the Warrants will be determined by virtue of trading on Euronext Amsterdam.

Warrant Holders may exercise their Warrants through the relevant participant of Euroclear Nederland through which they hold their Warrants, following applicable procedures for exercise and payment, including compliance with the applicable selling and transfer restrictions. No Warrants will be exercisable unless the issuance and delivery of the Ordinary Shares upon such exercise is permitted in the jurisdiction of the exercising Warrant Holder and the Company will not be obligated to issue any Ordinary Shares to Warrant Holders seeking to exercise their Warrants unless such exercise and delivery of Ordinary Shares is permitted in the jurisdiction of the exercising Warrant Holder. If such conditions are not satisfied with respect to a Warrant, the Warrant Holder will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.

Founder Shares

The Founder Shares are ordinary shares in the capital of the Company, having a nominal value of EUR 0.01 each and numbered 1 through 4,375,000 (the "Founder Shares"), representing, in the aggregate, on a fully diluted basis, 20% of the total number of issued and outstanding Ordinary Shares on the Settlement Date.

The Founder Shares are listed and admitted to trading on Euronext Amsterdam under the symbol "ENTPA" (same as for the Ordinary Shares) and the ISIN NL0015000F82 (same as for the Ordinary Shares). Each of the Sponsor and the independent, non-executive Directors and Cornerstone Investors have waived their respective rights to dividends and other distributions declared and paid on them until completion of a Business Combination. Any dividends and other distributions declared and paid prior to that time will therefore not accrue in favour of the Founder Shares. The holders of Founder Shares are not entitled to distributions from the Ordinary Shares Premium Reserve. The Founder Shares will rank pari passu with each other and the Ordinary Shares.

All 4,375,000 Founder Shares will be registered in the name of the Sponsor, the non-executive Directors and the Cornerstone Investors in the Shareholders' Register and will be held outside the collective deposit and giro deposit as referred to in the Dutch Securities Transactions Act (Wet giraal effectenverkeer) until completion of a Business Combination. Subject to the satisfaction of the conditions set out below (the "Promote Schedule"), and subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalisations and the like:

• on or around the Business Combination Date, 2,187,500 Founder Shares will be entered into the collective depot and giro depot as referred to in the Dutch Securities Transactions Act and registered in the name of

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