SPEAR Investments I B : QEV Technologies and SPEAR have successfully signed an agreement to combine their businesses

QEV Technologies and SPEAR have successfully signed an

agreement to combine their businesses, which is expected to result

in the listing of QEV N.V. on Euronext Amsterdam

• QEV Technologies is a fast-growing European manufacturer of electric vehicles for corporate fleet and public transport clients
• Existing and new investors have committed EUR 23 million to date in the context of the business combination transaction to fund the company's growth plan, including a ramp up of vehicle production in Barcelona's free trade zone and as working capital to support the fulfilment of purchase orders from major corporate clients
• Inveready, a leading early and later-stage venture, private and public equity investor in Spain, and a major existing investor in QEV Technologies, is investing alongside new investors in this transaction
• QEV Technologies expects to quadruple its revenues in 2023 and is targeting sales of over 16,000 electric vehicles per year by 2027
• QEV Technologies combines long term expertise in electric mobility with major production facilities in Barcelona's free trade zone (former Nissan facility with production capacity of
  180,000 vehicles per year; tender won in March 2023 together with JV partner), a significant order book, and a strong pipeline of business from major corporates and public transport companies
• Demand for electric vans, trucks and buses is expected to continue to grow quickly in a supply-constrained environment, in the context of the electrification of corporate fleets and rapid, sustainability-focused regulatory developments across the company's target markets

Barcelona, Spain / Amsterdam, Netherlands. August 1st, 2023. QEV Technologies, a fast- growing company that specialises in electric light commercial vehicles for corporate fleets and electric buses for public transport companies, and SPEAR Investments I, a Special Purpose Acquisition Company (SPAC) launched by AZ Capital and STJ Advisors focused on becoming a valuable partner to a fast-growingEuropean business, have successfully signed an agreement to combine their businesses which is expected to result in the listing of QEV N.V. on Euronext Amsterdam.

QEV Technologies will maintain its fiscal residence, headquarters and operations in Barcelona (Spain), following its recent successful tender with its JV partner for a former Nissan facility in the "D-Hub" (Decarbonization Hub) in Barcelona, Spain, a cutting-edge project in electric mobility strategically located in Barcelona's free trade zone that seeks to position Spain and Europe as a benchmark in sustainable automation, with an expected production capacity of 180,000 vehicles per year.

The implied enterprise valuation for the transaction is EUR 209 million and the transaction already has EUR 23 million of capital to support the company's business plan, which foresees a four-fold increase in revenues by 2023 and aims to sell over 16,000 electric vehicles per year by 2027. QEV Technologies' pipeline of business includes both purchase orders and advanced negotiations to become a supplier of last mile electric vehicles with its ZEROID brand for large national and international companies, as well as for the supply of electric buses.

Joan Orús, CEO at QEV Technologies explains: "The market for electric light commercial vehicles and buses is accelerating at a rapid pace, as companies seek to electrify their fleets and to deliver their products and services in a sustainable way. QEV Tech has developed its expertise in electric

mobility over a 10-year period and is now reaching an inflexion point as the electrification of global supply chains and transport networks has created a supply-constrained environment that we are seeking to serve with our experience in electric mobility and our highly competitive production capabilities.".

Jorge Lucaya, co-CEO of SPEAR Investments, commented: "QEV Technologies is the ideal business combination candidate. It combines technology expertise in electric mobility, with cost- competitive production capabilities and concrete orders. At SPEAR we see the market opportunity that QEV is serving as very attractive - the high utilisation of fleet vehicles makes the transition to light commercial vehicles compelling for fleets from a commercial perspective, and is less brand-driventhan consumer decisions in terms of electric vehicles. In addition, the large purchase orders of fleets allow customisations of those vehicles according to customer needs which also supports this transition.".

John St. John, co-CEO of SPEAR Investments, commented: "SPEAR has delivered on its objective of offering a route to capital markets for a fast-growingprivate company that has proven much, but still has significant growth potential ahead of it, and combining it with capital and expertise to support that growth. We see QEV as having an exciting long term future ahead of it and are looking forward to supporting it in achieving its goals over the long term.".

The capital provided by this transaction will allow QEV Technologies to continue to increase investment and accelerate the deployment of funds corresponding to, among other initiatives, the Strategic Project for the Recovery and Economic Transformation of the Electric and Connected Vehicle (PERTE_VEC) authorized by the European Commission and the Spanish Government. The cash inflow is comprised of a combination of non-redemption agreements with SPEAR's existing shareholders, the entry of new private investors through a PIPE (Private Investment in Public Equity) transaction, new investment from the company's existing investor, Inveready, and a backstop commitment from SPEAR's promote investors. The committed capital is expected to be further increased before closing of the proposed business combination.

Under the terms of the proposed agreement, 100% of QEV Technologies' existing shareholders are expected to remain invested in the company through the exchange of their shares for shares in the combined entity.

Amongst these, Inveready and GAEA Inversion, the private equity vertical of the fund management firm, currently the largest investors in the company, will significantly increase their investment in QEV Technologies, which was initially made in 2021.

The transaction is subject to the approval of the business combination by SPEAR's shareholders at an EGM, which will take place on September 27th, 2023, after which QEV Technologies is expected to become a Euronext listed company. For more information please see SPEAR

Investment's Shareholder Circular published on its website at https://www.spearinvestments.com/.

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About QEV Technologies

QEV Technologies designs, develops, manufactures, and sells electric light commercial vehicles and electric buses, as well as offering aftersales and maintenance services, and has further business lines related to electric motorsport. QEV Tech sells its electric vans, trucks and buses primarily to businesses and public transport companies seeking to establish or grow their electric fleets, and is focused on serving the urban mobility and last mile delivery markets.

Under the ZEROID brand, QEV Technologies offers a zero-emission fleet that includes multiple electric van models, delivery trucks, and electric and hydrogen platforms for buses. QEV Technologies was founded in 2013, and both historically and on an ongoing basis also provides design, engineering and training services to the electric motorsport industry. Building on its history and expertise in electric mobility, the company expanded into the commercial electric vehicle market in 2018 and now has both inhouse and outsourced manufacturing capabilities, having together with its joint venture partner won the tender for a major former Nissan facility in the free trade area of Barcelona in March 2023.

About SPEAR

SPEAR was formed in order to identify and become a valuable partner to a fast-growing European business, and to support this company in the accelerated achievement of its goals. SPEAR's multi-skilled team has many decades of experience in successfully supporting the listings and ongoing growth of public companies, as well as in providing sector-specific, operational, and capital-market related support for leading global businesses.

Inside Information

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).

Important Information

This press release or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.

This press release or any part of it is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.

Certain statements contained in this press release constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of QEV Technologies and SPEAR. All statements other than statements of historical facts included in this press release are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of QEV Technologies' operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause QEV Technologies' actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the macroeconomic and other impacts of Covid-19, economic and business cycles, the terms and conditions of the QEV Technologies' financing arrangements, foreign currency rate fluctuations, competition in QEV Technologies' principal markets, acquisitions or disposals of businesses or assets and trends in QEV Technologies' principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this press release may not occur. The forward-looking statements contained in this press release speak only as of the date of this press release. QEV Technologies', SPEAR, AZ Capital and STJ Advisors and each of their respective directors each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.

Press and investor information

Press contacts:

For both QEV Technologies and SPEAR:

Spanish media

Harmon - Gemma Rovira [e-mail][phone]

Harmon - Carlos Serrano [e-mail][phone]

UK and Dutch media

Kekst CNC [e-mail]

Oliver Cooper [phone]

Guy Bates

[phone]

Investor contacts:

QEV Technologies:[e-mail]

SPEAR:[e-mail]