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 August–31 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 August–31 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 I” or 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 Company’s registered office is at Helsinki. The Company’s
founders are TSOEH Oy (Tuomo Vähäpassi’s 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 Company’s 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 Company’s 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
Company’s 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
Company’s 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 Company’s financial statements as of 31 December 2022 cover the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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
Company’s 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 management’s 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. Share Based Payments
Subscriptions of shares and warrants (excluding series A shares) made by the Company’s Sponsors,
members of the Board of Directors and the management during the comparative period have been
considered as transactions under IFRS 2 – Share-based payments.
On 3 September 2021 the Company's shareholders unanimously decided to issue a total of 1,050,000
Founder Warrants to be subscribed to TSOEH Oy (Tuomo Vähäpassi's related party company) and
Mikko Vesterinen. The subscription price per warrant EUR was 0.01 and the total amount of net
subscription for all warrants was EUR 10,500.00. The subscription price was recorded in the Company's
invested unrestricted equity fund. The subscription of warrants are transactions subjects to IFRS 2
Share-Based Payment. The fair value of Founder Warrants was determined to be EUR 0,34 per warrant
using modified Black & Scholes -option pricing model. The difference between subscription price of
Founder Warrants and the fair value, EUR 346,500.00, was recorded as the Company's employee
benefits expenses during the financial period 13.8.-31.12.2021.
On 28
September 2021 the Company's shareholders unanimously decided to issue private share
offering for a total of 2,014,708 of the company's new series B-shares to be subscribed to TA Ventures
Oy (Timo Ahopelto's related party company), Decurion Ventures Oy (Kai Backman's related party
company), Sofki Oy (Petteri Koponen's related party company), Långdal Ventures Oy (Juha Lindfors'
related party company), TSOEH Oy (Tuomo Vähäpassi's related party company) and Mikko Vesterinen.
The subscription price per share was EUR 0.04 and the total amount of net subscription for all new
shares was EUR 80,448.32. EUR 80,000.00 of the subscription price was recorded in the Company's
share capital and the remaining part of the subscription of the amount EUR 448.32 was recorded as
the Company's invested unrestricted equity fund. The Company used these issues of shares as a mean
to finance its working capital. The subscriptions of series B shares are transactions subjects to IFRS 2
Share-Based Payment. The fair value of series B shares, EUR 3.10 per share, was determined by using
certain assumptions, amongst others, related to the share price development of series A shares of the
Company. The difference between the fair value and the subscription price of series B shares, in total
EUR 6,165,006.48 was recorded as the Company's employee benefits expenses during the financial
period 13.8.-31.12.2021.
On 28
September 2021 the Company's shareholders unanimously decided to issue 329,672 Sponsor
Warrants to TA Ventures Oy (Timo Ahopelto's related party company), Decurion Ventures Oy (Kai
Backman's related party company), Sofki Oy (Petteri Koponen's related party company) and Långdal
Ventures Oy (Juha Lindfors' related party company). The subscription price per warrant was EUR 1.82
and the total amount of net subscription for all Sponsor Warrants was EUR 600,003.04. The
subscription price was recorded in the Company's invested unrestricted equity fund. The Company
used these issues of Sponsor Warrants to finance its working capital. Warrant subscriptions made by
subscriber of Sponsor Warrants are transactions subject to IFRS 2 Share-Based Payment. The fair
value of Sponsor Warrants was determined to be EUR 1.37 per warrant by using a modified Black &
Financial Statements
29
Scholes -option pricing model. The difference between the subscription price of Sponsor Warrants and
the fair value, in total EUR 148,352.40, was recorded as a reduction of the Company's employee
benefits expenses during the financial period 13.8.-31.12.2021.
On 28
September 2021 the Company's shareholders unanimously decided upon directed share
issuance in total of 485,292 new series B shares to be subscribed to Alain-Gabriel Courtines, Caterina
Fake, Irena Goldenberg and Ilkka Paananen. The subscription price per series B share was EUR 0.04
and the total amount of net subscription price for all series B shares was EUR 19 411,68 which was
recorded into the Company's invested unrestricted equity fund. The Company uses these issues of new
shares to finance its working capital. The subscriptions of series B shares are transactions subject to
IFRS 2 Shared-Based Payment. The fair value of B-shares was determined to be EUR 3.10 per share
based on certain assumptions related to the share price development of the Company's series A shares.
The difference between the fair value and the subscription price of series B shares, in total EUR
1,484,993.52 was recorded as the Company's employee benefits expenses during the financial period
13.8.-31.12.2021.
On 28
September the Company's shareholders unanimously decided to issue 2,007,828 Sponsor
Warrants to be subscribed by TA Ventures Oy (Timo Ahopelto's related party company), Decurion
Ventures Oy (Kai Backman's related party company), Sofki Oy (Petteri Koponen's related party
company), Långdal Ventures Oy (Juha Lindfors' related party company), Alain-Gabriel Courtines,
Caterina Fake, Irena Goldenverg and Ilkka Paananen. The subscription price per warrant was EUR
1.82 and the total subscription price of Sponsor Warrants was EUR 3,654,246.96. The subscription
price was recorded to the Company's invested unrestricted equity fund. The Company used these
issues of Sponsor Warrants as a mean to finance its working capital. The subscriptions of Sponsor
Warrant are transactions subject to IFRS 2 Shared-Based Payment. The fair value of Sponsor Warrants
was determined to be EUR 1.37 per warrant by using a modified Black & Scholes -option pricing model.
The difference between the subscription price of Sponsor Warrants and the fair value, in total EUR
903,522.60, was recorded as a reduction of the Company's employee benefits expenses during the
financial period 13.8.-31.12.2021.
On 28
September TSOEH Oy (Tuomo Vähäpassi's related party company) and Mikko Vesterinen
returned a total of 554,167 Founder Warrants to the Company without compensation. It was decided to
cancel the returned warrants by a unanimous decision of the shareholders. The warrant subscriptions
originally made by the subscribers of the Founder Warrants were transactions subject to IFRS 2 Share-
based Payment. The original fair value of Founder Warrants at the subscription date was determined
to be EUR 0.34 per warrant by using a modified Black & Scholes -option pricing model. The fair value
of the returned Founder Warrants, in total EUR 182,875.11, was recorded as a reduction of the
Company's employee benefits expenses during the financial period 13.8.-31.12.2021.
Financial Statements
30
Main valuation criteria for share-based payments
Valuation of series B shares
Number of shares
2,500,000
Yield expectation, p.a.
6%
Period, years
5
Volatility
34%
Starting price, EUR
8.00
Value of series B share at the Acquisition
4.31
De-Spac probability
90%
Time to de-Spac, years
2
IPO’s probability
90%
Adjusted value of series B share before the IPO,
EUR
3.10
Valuation of warrants
Share price, EUR
10.00
Exercise price, EUR
12.00
Period, years
5
Volatility
34%
Discount rate, p.a.
5.90%
De-Spac probability
90%
IPO’s probability
90%
Adjusted value of a Sponsor Warrant at time of subscription, EUR
1.37
Founder Warrant’s discount to Sponsor Warrants
-25%
Adjusted value of a Founder Warrant at time of subscription, EUR
0.34
12. Financial Income and Expenses
EUR
1.1.-31.12.2022
13.8.-31.12.2021
Interest income
372,747.69
-
Other financial income
185.18
-
Interest expenses from financial liabilities measured at
amortised cost
-969,063.45
-205,865.07
Other interest expenses
-292,637.01
-
Other financing expenses
-81.80
-113.83
Total financial income and expenses
-888,849.39
-205,978.90
Financial Statements
31
13. Earnings per Share
Accounting principles
Basic EPS amounts are calculated by dividing the profit for the financial period attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares outstanding during the
year.
Diluted EPS amounts are calculated by dividing the profit attributable to ordinary equity holders of the
company by the weighted average number of ordinary shares outstanding during the year's sub-period
plus the weighted average number of ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
Earnings per share, basic and diluted
EUR
1.1.-31.12.2022
13.8.-31.12.2021
Profit for the period attributable to the shareholders of the
Company
-1,551,632.24
-7,196,386.77
Weighted average number of ordinary shares, basic and
diluted (series B shares)
2,500,000
1,685,616
Earnings per share, basic
-0.62
-4.27
Earnings per share, diluted
-0.62
-4.27
Potential future shares that have no dilutive impact
Redeemable series A shares
10,000,000
10,000,000
Series A and B warrants
2,833,333
2,833,333
Total
12,833,333
12,833,333
14. Receivables
EUR
31.12.2022
31.12.2021
Non-current asset
Other receivables
-
100,000,000.00
Total
-
100,000,000.00
EUR
31.12.2022
31.12.2021
Current assets
Other receivables
100,079,725.08
125,204.51
Accrued income
35,313.52
89,325.04
Total
100,115,038.60
214,529.55
The proceeds from the IPO have been deposited to an escrow account managed by a bank independent
from the Company. The funds will remain in the escrow account until the Acquisition has been
completed. The funds deposited to the escrow account were a total of EUR 100.1 million. Due to a
Financial Statements
32
negative reference rate, the Company paid 0.50 % interest for the funds deposited to the escrow
account from 1 January 2022 until 26 July 2022. As a result of increased reference rate, the Company
earned interest for the funds deposited to the escrow account as follows: 0.75 % from 14 September
until 1 November; 1.50 % from 2 November until 20 December; and 2.00 % from 21 December until 31
December 2022.
Such funds that are not available for the Company's use are presented in other receivables and are not
classified as cash or cash equivalents. 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 funds deposited to the escrow account have been classified
as current receivables.
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.
15. Cash and Cash Equivalents
Cash and cash equivalents comprise of cash at banks and on hand and short-term deposits with a
maturity of three months or less. Cash and cash equivalents are subject to an insignificant risk of
changes in value.
EUR
31.12.2022
31.12.2021
Cash and cash equivalents
1,581,094.96
2,033,952.52
Total
1,581,094.96
2,033,952.52
16. Equity
Equity and capital reserves
The total amount of the Company’s equity and capital reserves at the end of the financial period on
31.12.2022 was EUR 2,378,366.70. At the end of the comparative period on 31.12.2022, the total
amount of equity and capital reserves was EUR 3,929,998.94.
Financial Statements
33
Number of shares
31.12.2022
31.12.2021
Total number of shares in the beginning of the financial period *
12,500,000
1,000
Share issue *
-
2,500
Issue of series A shares
-
10,000,000
Issue of series B shares
-
2,496,500
Total number of shares at the end of the financial period
12,500,000
12,500,000
Own shares held at the end of the financial period
0
0
Shares outstanding at the end of the financial period
12,500,000
12,500,000
* In the comparative period the Company’s 3,500 shares were converted into series B shares in
connection with the change of the Company’s Articles of Association.
Number of warrants
31.12.2022
Number of
warrants
Average exercise
price, EUR
Total outstanding at the beginning of the financial period
2,833,333
12.00
Granted during the financial period
-
-
Returned/forfeited during the financial period
-
-
Total outstanding at the end of the financial period
2,833,333
12.00
Exercisable at the end of the financial period
0
-
31.12.2021
Number of
warrants
Average exercise
price, EUR
Total outstanding at the beginning of the financial period
0
-
Granted during the financial period
3,387,500
12.00
Returned/forfeited during the financial period
-554,167
12.00
Total outstanding at the end of the financial period
2,833,333
12.00
Exercisable at the end of the financial period
0
-
Warrants consists of Founder Warrants (series 2021-A) and Sponsor Warrants (series 2021-B).
Investor Warrants (series 2021-C) have not been granted and are not included in the table above.
Distributable equity (FAS)
EUR
31.12.2022
31.12.2021
Reserve for invested non-restricted equity
104,284,635.82
104,284,635.82
Retained earnings
-2,754,961.11
-2,172,392.32
Distributable equity (FAS)
101,529,674.71
102,112,243.50
Financial Statements
34
The Company prepares its financial statements in accordance with IFRS standards. However, based
on the Company’s interpretation as well as expert opinions received by the Company, the distributable
equity is defined based on principles outlined by the Finnish Limited Liability Companies Act and the
Finnish Accounting Standards.
The Company’s reserve for invested non-restricted equity, as defined by the Finnish Accounting Act,
comprises the paid subscription prices of series A shares, series B shares, Founder Warrants and
Sponsor Warrants, excluding the EUR 80,000 which was recorded in the Company’s share capital.
Shares and warrants
The Company was established on 13.8.2021 and a total of 1,000 shares were subscribed.
On 31
August 2021 the unanimous shareholders decided to issue a total of 2,500 series A shares in
directed issue at subscription price of EUR 0.01. The subscription price was booked in reserve for non-
restricted equity.
On 3 September 2021 the unanimous shareholders decided to issue a total of 1,050,000 Founder
Warrants in directed issue at subscription price of EUR 0.01. The subscription price was booked in
reserve for non-restricted equity.
On 28
September 2021 the founding shareholders decided to return for free of charge a total of 554,167
Founder Warrants that were cancelled based on the decision of the Board of Directors.
On 28
September 2021 the unanimous shareholders decided to issue a total of 2,337,500 Sponsor
Warrants in directed issue at subscription price of EUR 1.82. The subscription price was booked in
reserve for non-restricted equity.
On 28
September 2021 the unanimous shareholders decided to issue total 2,496,500 series B shares
in directed issue at subscription price of EUR 0.04. The subscription price was booked in reserve for
non-restricted equity.
On 15
October 2021 the Company offered 10,000,000 series A shares in public offering at a subscription
price of EUR 10.00 per share. The subscription price was booked in reserve for non-restricted equity
(FAS). Due to the redemption condition connected to the shares, the subscription prices of shares were
recorded as the Company's liability in IFRS financial statements according to IAS 32.
Authorization to Board of directors
On 28
September 2021 the unanimous shareholders decided to authorise the Board of Directors to
resolve upon the issue Series A shares and/or Series A shares held by the Company to be conveyed
in one or more instalments, against subscription price or without payment. The amount of the new
Series A shares to be issued and/or Series A shares held by the Company to be conveyed pursuant to
the authorisation shall not exceed the total of 9,000,000 Series A shares. The Board of Directors is
authorised to decide on the conditions of the issuance of shares or conveyance of the shares held by
Financial Statements
35
the Company, including departing from the shareholder’s pre-emptive right. Authorisation is effective
until 28
September 2026. Based on this authorisation the Board of Directors has decided to issue
3,333,333 Investor Warrants to be subscribed by shareholders of series A shares, in connection with
the Acquisition under certain conditions.
On 28
September 2021 the unanimous shareholders decided to authorize the Board of Directors to
decide on the repurchase of the Company's own series A shares and series B shares in one or several
tranches. The number of own shares to be repurchased shall not exceed 10,000,000 series A shares.
Authorisation is effective until 16
th
March 2023.
Shares and share capital
Lifeline SPAC I’s share capital was EUR 80,000.00 in 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
management and are not publicly traded. In 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.
All Shares of the Company 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 the Company's series A shares if the conditions specified in the Articles of Association
are met.
Special redemption condition for series A shares in accordance with the Article of Association
The company's Articles of Association stipulate the conditions for how a shareholder of series A
shareholders may require the redemption of their series A shares in connection with the Acquisition.
The following terms and conditions are applied to the redemption of the series A shares:
• Shareholders of series A shares who vote against the completion of the Acquisition at the
General Meeting deciding on the Acquisition may require the redemption of their series A
shares. The right of redemption requires that the Acquisition is approved and the shareholder
has submitted a request for redemption of the shares to the Board of Directors of the Company
within 10 banking days, including that day, of the date of approval of the Acquisition by the
General Meeting. The request must be made in writing in the manner and on the form provided
by the Company. The form must show the number of shares requested to be redeemed. The
company will publish more detailed instructions on the exercise of the redemption right in
connection with the publication of the notice convening the General Meeting.
• Submission of a redemption request for shares requires that the shareholder is entered in the
Company's shareholder register maintained in the book-entry system by the record date of the
General Meeting at the latest.
Financial Statements
36
• The redemption price is the subscription price of the Offering, i.e. the redemption price is EUR
10 per share to be redeemed. The redemption price will be paid in cash according to a schedule
decided by the Board of Directors.
• When a company redeems series A shares, a decision to redeem the shares must be made at
the General Meeting, unless the General Meeting has authorised the Board of Directors to
decide on the redemption of shares and provided that the redemption can be carried out with
unrestricted equity. If restricted equity is used for the redemption, the redemption of shares is
conditional on the consent of the creditors, in the manner required by the Finnish Companies
Act.
The shares of a shareholder of series A shares may be redeemed in accordance with the above only if
the shareholder declares on the redemption request form provided by the Company that the shareholder
does not belong to the group of persons who are not entitled to redeem their shares under applicable
stock exchange rules and if the redemption can be implemented in accordance with Chapter 13 of the
Finnish Companies Act on the distribution of assets.
Once the Board of Directors has determined that the redemption request meets the conditions set out
in the Company’s Articles of Association, the Finnish Companies Act and other applicable legislation,
as well as the rules of the stock exchange, the Company will redeem the shares within 3-6 months of
the Acquisition. If the redemption date is not a banking day, the redemption will take place on the
banking day immediately following that day. The redemption price is paid from the company's invested
unrestricted equity. No interest is paid on the redemption price.
Conversion of the Company’s series B shares in accordance with the Articles of Association
The Company's Articles of Association specify that the Company's series B shares do not entitle to a
share of the Company's assets as a dividend payment or other distribution, and the Company's series
B shares are not entitled to the Company's distributable funds upon dissolution or removal from the
Trade Register. However, series B shares can be converted 1: 1 into the Company's series A shares if
the conditions specified in the Articles of Association are met. Series B shares are considered to be
converted into series A shares when the conversion is registered in the Trade Register.
The conversion of the Company's series B shares into series A shares is possible at the earliest after
the Company's General Meeting has approved the Acquisition. The exercise of the conversion right
also requires that the volume-weighted average price of the Company's series A shares on a regulated
market or multilateral trading facility maintained by Nasdaq Helsinki, where the Company's series A
shares are admitted to trading on the Company’s application, has exceeded the following limits (“Share
Price Limit”) for the period of 10 trading days during 30 trading days as defined in the Articles of
Association:
• 8/50 can be converted when the price equals or exceeds EUR 10 per share.
• 21/50 can be converted when the price equals or exceeds EUR 12 per share.
Financial Statements
37
• 21/50 can be converted when the price equals or exceeds EUR 14 per share.
If the Company distributes funds as a dividend or other distribution of assets, the Share Price Limit will
be decreased by the corresponding amount from the day following the record date of the distribution of
assets. By way of derogation from the conversion right, the conversion right for all series B shares
becomes effective if a tender offer for the Company's shares is announced or if the shareholder has the
right and obligation to redeem the shares from other shareholders of the Company under Chapter 18
of the Finnish Companies Act or in the event of any merger or demerger pursuant to the Finnish
Companies Act in which the company is involved after the Acquisition.
The Company’s series B shares shareholder has the right to make a request to the Company to convert
the shares when the conditions for the conversion are fulfilled.
Warrants
Founder Warrants – Series 2021-A
In September 2021, the Company’s Founding Partners have subscribed for a total of 1,050,000 Founder
Warrants, of which 554,167 Founder Warrants have been returned to the Company and have been
cancelled by the Company. At the end of the review period, the Founding Partners held total of 495,833
Founder Warrants issued by the Company, each of which entitles the holder to subscribe for one series
A share of the Company. The subscription price for shares subscribed for with the Founder Warrants
EUR 12.00 per subscribed share.
The Board of Directors of the Company has the right to decide that the subscriptions of the Founder
Warrants may be made as a net subscription.
The Founder Warrants entitle to subscribe for the Company's series A shares 30 days after the
completion of the Acquisition and the subscription right ceases in 5 years from the beginning of the
subscription period
Sponsor Warrants – Series 2021-B
During the review period, The Company’s Sponsors and the members of the Sponsor Committee and
the Board of Directors subscribed for a total of 2,337,500 Sponsor Warrants issued by the Company.
Each of the Sponsor Warrants entitles the holder to subscribe for one series A share in the Company.
The subscription price for shares subscribed for with the Sponsor Warrants is EUR 12.00 per subscribed
share.
The Board of Directors of the Company has the right to decide that the subscriptions for the Sponsor
Warrants may be made as a net subscription.
Sponsor Warrants entitle to subscribe for the Company's series A shares 30 days after the completion
of the Acquisition and the right ceases in 5 years from the beginning of the subscription period.
Financial Statements
38
Investor Warrants – Series 2021-C
The Company’s Board of Directors has on 30 September 2021 decided to issue a total maximum of
3,333,333 Investor Warrants to be subscribed for to the Company’s series A shares shareholders in
connection with the completion of the Acquisition.
The Investor Warrants are issued to those shareholders who have not voted against the Acquisition at
the General Meeting and required the redemption of their series A shares after the General Meeting
deciding on the Acquisition. On the record date set by the Board of Directors, which is 30 days from the
General Meeting deciding on the Acquisition, all series A shareholders will be issued one Investor
Warrant for every three series A shares held by the shareholder, entitling them to subscribe for one new
series A share with a subscription price of EUR 11.50 per share in accordance with the terms of the
Investor Warrants’ subscription period. A maximum of 3,333,333 Investor Warrants may be issued,
which entitle to subscribe for a maximum of 3,333,333 series A shares in the Company.
The subscription period for the Investor Warrants begins and the Investor Warrants are issued from the
trading day following the record date and the subscription period continues for five years from the
beginning of the subscription period. The Investor Warrants are to be included in the book-entry system
maintained by Euroclear Finland and applied for on the multilateral trading facility maintained by Nasdaq
Helsinki as soon as possible from the beginning of the subscription period. Investor Warrants are freely
transferable. The last trading day of the Investor Warrants is 4 trading days before the end of the
subscription period of the Investor Warrants or on another day decided by Nasdaq Helsinki. If the
Company’s Board of Directors decides to require premature acceleration of the Investor Warrants, the
Company may decide to apply for delisting 4 trading days prior to closing of such extra subscription
period of Investor Warrants or on another day decided by Nasdaq Helsinki.
With Investor Warrants, it is possible to subscribe for series A shares in the Company or listed shares
of a corresponding combined company during subscription windows. The subscriptions will be made in
the order decided by the Company's Board of Directors so that the Investor Warrant holder notifies the
share subscription and pays the subscription price to a bank account specified by the Company's Board
of Directors and the Company's Board of Directors will register the share subscriptions in the Trade
Register as soon as possible at the end of the subscription window. There are subscription windows
four times a year from 1 January to 31 March, 1 April to 30 June, 1 July to 30 September and 1 October
to 31 December. Shares subscribed with Investor Warrants provide the same rights as other series A
shares of the Company as of the date of registration in the Trade Register.
If a total of more than 50,000 series A shares are subscribed with Investor Warrants, the Company's
Board of Directors may decide on an additional subscription window and register all subscribed shares
in the Trade Register on an accelerated schedule.
Financial Statements
39
The Company’s right to require the subscription for shares
The Company’s Board of Directors has the right to require that a shareholder subscribes for series A
shares in the Company or listed shares in a corresponding combined company with Investor Warrants
after the day in which the closing price of series A shares (or shares in a corresponding combined
company) on Nasdaq Helsinki or on another regulated market or multilateral trading facility in which the
series A shares have been admitted to trading on the company’s application, equals or exceeds EUR
18 for 10 consecutive business days.
If the Company decides to require using Investor Warrants for subscribing for series A shares in the
Company, the Company will publish a release on the decision and an additional subscription window
for the Investor Warrants.
Holders of Investor Warrants have 45 days from the date of notification, including the date of notification,
to subscribe for the Company's series A shares at a subscription price of EUR 11.50. Thereafter, unused
Investor Warrants expire as worthless so that the remaining Investor Warrants are no longer granted
subscription windows. Expired Investor Warrants may be delisted from trading pursuant to the terms of
Investor Warrants.
17. Liabilities
EUR
31.12.2022
31.12.2021
Non-current liabilities
Other financial liabilities (redeemable shares)
0.00
65,508,163.04
Non-current liabilities total
0.00
65,508,163.04
EUR
31.12.2022
31.12.2021
Current liabilities
Other financial liabilities (redeemable shares)
99,231,308.00
32,754,081.52
Accounts payables
16,101.96
26,372.22
Accrued expenses
61,770.19
29,866.35
Other payables
8,586.71
0.00
Current liabilities total
99,317,766.86
32,801,320.09
Accrued expenses mainly consist of personnel related costs.
Series A shares are IAS 32 Financial instruments and, due to the redemption condition connected to
them, the subscription prices of the shares are recorded as the Company's liability until the completion
of the Acquisition. 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 current debt of the Company. Transaction costs
deducted from the subscription prices were total EUR 1,943,620.31 and annual effective interest rate
for a 24-month period is 0.98%.
Financial Statements
40
18. Contingent Liabilities
Company has no contingent liabilities at the reporting date.
19. Related Party Transactions
The Company’s related parties consist of the Board of Directors, Sponsors, members of the sponsor
committee appointed by the Board of Directors, the CEO as well as the CFO and their close family
members as well as their controlled entities and joint ventures and associates.
Related parties also include Lifeline Ventures and all its group companies including subsidiaries,
associated companies and investment funds thus Lifeline Ventures is controlled entity of Company’s
Sponsors.
Information about remunerations to the related parties has been presented in note 20.
The Company has a lease agreement with a related party, Tehtaankadun Tukikohta Oy. The total rent
according to the agreement is EUR 1,000.00 (VAT 0%) per month and the rental period started on 1
October 2021. Tehtaankadun Tukikohta Oy is a related party of the Company.
20. Board and Management Remuneration
Board of Directors
In accordance with the Limited Liability Companies Act and the company’s Articles of Association,
Board member remuneration is decided by the shareholders in the Annual General Meeting.
The General Meeting held on 18 May 2022 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.
CEO and the Management Team
The Board of Directors of the company decides on the salary, remuneration and other benefits of the
CEO and the rest of the Management Team. The remuneration of the Company’s CEO consists solely
of a fixed monthly salary. The CEO’s salary is EUR 12,000 per month.
In accordance with the terms of the Company’s CEO’s contract, the CEO is obligated at the request of
the Board of Directors of the Company to have all of his shares and securities entitling to shares (other
than series A shares) redeemed by the Company or to sell all of his shares to a buyer nominated by
the Board of Directors of the Company in the event the service relationship of the CEO is terminated by
the CEO on his own initiative prior to the completion of the Acquisition. If the Company does not use its
right to redeem the shares or nominate a buyer, each other shareholder of series B shares is entitled
to purchase the shares held by the CEO.
Financial Statements
41
The Company has entered into an employment contract with the CFO, in accordance with which the
remuneration of the Company’s CFO consists solely of a fixed monthly salary. The CFO’s salary is EUR
9,000 euros per month.
The Company’s CFO’s contract includes a provision corresponding to the CEO’s contract for having all
shares and securities entitling to shares (other than series A shares) redeemed and sold in the event
the employment of the CFO is terminated by the CFO on his own initiative prior to the completion of the
Acquisition.
Remuneration of the Board of Directors and CEO in 1.1.-31.12.2022
EUR
Salaries and remuneration
Share-based payments
Board of Directors
Alain-Gabriel Courtines
10,000.00
0.00
Caterina Fake
10,000.00
0.00
Irena Goldenberg
10,000.00
0.00
Petteri Koponen
10,000.00
0.00
Timo Ahopelto, Chair of the Board
15,000.00
0.00
CEO
Tuomo Vähäpassi
144,240.00
0.00
Remuneration of the Board of Directors and CEO in 13.8.-31.12.2021
EUR
Salaries and remuneration
Share-based payments
Board of Directors
Alain-Gabriel Courtines
2,500.00
247,497.93
Caterina Fake
2,500.00
247,497.93
Irena Goldenberg
2,500.00
247,497.93
Petteri Koponen
2,500.00
1,005,470.27
Timo Ahopelto, Chair of the Board
3,750.00
1,005,470.37
CEO
Tuomo Vähäpassi
36,060.00
1,287,755.00
In line with the Lifeline SPAC I Plc’s Remuneration Policy approved by the Annual General Meeting on
18
May 2022, the members of the Board of Directors and the management team did not receive shares
or share-based benefits as remuneration in the financial period or in the comparative period. However,
the share and warrant subscriptions, excluding subscriptions for series A shares, by the members of
the Board of Directors and the management during the comparative period were considered as
transactions subject to IFRS 2 Share-based Payments, and therefore the differences between the
Financial Statements
42
instruments’ subscription prices and fair values were recorded as the Company’s employee benefit
expenses for the financial year 2021 (note 11) and presented in the table above.
21. Principles of Capital Management
The Company's objective is to create and secure a strong capital base to maintain investors', creditors'
and financial markets' confidence in the Company. A strong capital base provides prerequisites for
accomplishing the Acquisition and enables the Company to provide funding for the growth of a target
company as well as to continue its own operations on an ongoing concern basis.
The Company’s Sponsors or the companies controlled by them have also committed to subscribe for a
maximum of 200,000 of the Company's series A shares at a subscription price of EUR 10.00 per share
and a maximum of EUR 2 million in total, for potential additional working capital needed up until the
General Meeting approving the business combination.
22. Financial Risk Management
Financial risk management objectives and policies
The Company has no revenue or other income yet. The Company has also not had any foreign currency
denominated transactions. Therefore, the Company is not exposed to interest rate or exchange rate
risk or other market risks.
Credit risk
Credit risk is the risk that a counterparty to a financing agreement will default on its obligations to the
Company and thereby causes the Company a credit loss.
The Company evaluates credit risk for 12 months period. The Company's assets mainly consist of bank
deposits to an escrow account and bank account, which both were at Danske Bank A/S Finnish branch
and together amounted to approximately EUR 102 million. Danske Bans A/S’s rating for deposits is A+.
The Company has estimated that the expected credit loss is EUR 0.0 million and no credit loss
provisions have been booked at 31.12.2021
Interest rate risk
The Company’s deposits are subject to interest rate risk. According to an agreement, the funds
deposited in the Company’s bank and escrow accounts will accrue interest corresponding to the interest
rate on the ECB’s deposit facility from 1 January 2022 onwards. If the interest rate on the ECB’s deposit
facility is negative, the Company pays interest on the deposited funds to the bank. At the time of
reporting, 31 December 2022, the interest rate on the ECB’s deposit facility was 2.0 %.
Interest rate risk (EUR million)
2022
1 % increase in interest rate impact on profit before tax
+0.8
1 % decrease in interest rate impact on profit before tax
-0.8
Financial Statements
43
Liquidity risk
Liquidity risk refers to the risk that the Company's liquid assets and additional financing opportunities
will not be sufficient to cover business needs. The objective of liquidity risk management is to maintain
sufficient liquid assets so that the financing of the Company's business is continuously secured. From
the point of view of liquidity, the most significant risk is related to the success of both the IPO process
and the Sponsors' venture capital investment.
The Board of Directors considers that the liquidity of the Company on 31.12.2022 is sufficient to cover
the Company's needs for at least the following 12 (twelve) months. The Company's Sponsors have
committed to subscribe for a maximum of 200,000 series A shares at a subscription price of EUR 10.00
per share, if the Company needs additional working capital for the target companies' research and to
finalise the acquisition.
23. 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.
Financial Statements
44
Signatures of the Board of Directors’ Report and the Financial
Statements
Helsinki, 1 March 2023
Timo Ahopelto Alain-Gabriel Courtines
Chairman of the board Board member
Caterina Fake Irena Goldenberg
Board member Board member
Petteri Koponen Tuomo Vähäpassi
Board member CEO
Auditor’s Note
A report on the audit performed has been issued today.
Helsinki, 1 March 2023
KPMG Oy Ab
Jussi Paski
Authorised Public Accountant, KHT
Auditor’s Report
45
This document is an English translation of the Finnish auditor’s report. Only the Finnish version of the report is legally binding.
Auditor’s Report
To the Annual General Meeting of Lifeline SPAC I Plc
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Lifeline SPAC I Plc (business identity code 3229349-3) for
the financial year 1.1.–31.12.2022. The financial statements comprise the balance sheet, income
statement, statement of comprehensive income, statement of changes in equity, statement of cash
flows and notes, including a summary of significant accounting policies.
In our opinion the financial statements give a true and fair view of the company’s financial position,
financial performance and cash flows in accordance with International Financial Reporting Standards
(IFRS) as adopted by the EU and comply with statutory requirements.
Our opinion is consistent with the additional report submitted to the Board of Directors.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under
good auditing practice are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report.
We are independent of the company in accordance with the ethical requirements that are applicable in
Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to the company
are in compliance with laws and regulations applicable in Finland regarding these services, and we
have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU)
537/2014. The non-audit services that we have provided have been disclosed in note 9 to the
consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Materiality
The scope of our audit was influenced by our application of materiality. The materiality is determined
based on our professional judgement and is used to determine the nature, timing and extent of our audit
procedures and to evaluate the effect of identified misstatements on the financial statements as a whole.
The level of materiality we set is based on our assessment of the magnitude of misstatements that,
individually or in aggregate, could reasonably be expected to have influence on the economic decisions
Auditor’s Report
46
of the users of the financial statements. We have also taken into account misstatements and/or possible
misstatements that in our opinion are material for qualitative reasons for the users of the financial
statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. The significant risks of material misstatement referred to
in the EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description of key audit
matters below.
We have also addressed the risk of management override of internal controls. This includes
consideration of whether there was evidence of management bias that represented a risk of material
misstatement due to fraud.
THE KEY AUDIT MATTER
HOW THE MATTER WAS ADDRESSED IN
THE AUDIT
Accounting of the shares and warrants issued in connection with a listing on a regulated
market (accounting principles 1, 2, 4, 6, 7, 8 and notes 10, 11, 12, 17, 22)
• 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.
• 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.
• 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.
• We have formed an understanding of the shares
and warrants issued by the company including
their terms, accounting principles and practices.
• We used KPMG’s financial instruments
specialists to assess the accounting of the
shares and warrants issued by the company in
relation to the applicable IFRS standards.
• In addition, we have tested the accounting
entries for transactions related to shares,
warrants and transaction costs.
• We have also assessed the adequacy and
appropriateness of the notes to the financial
statements related to the shares and warrants
issued by the company.
Auditor’s Report
47
Responsibilities of the Board of Directors and CEO for the Financial Statements
The Board of Directors and CEO are responsible for the preparation of financial statements that give a
true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by
the EU, and of financial statements that give a true and fair view in accordance with the laws and
regulations governing the preparation of financial statements in Finland and comply with statutory
requirements. The Board of Directors and CEO are also responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and CEO are responsible for assessing
the company’s ability to continue as going concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The financial statements are prepared using
the going concern basis of accounting unless there is an intention to liquidate the company or cease
operations, or there is no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of Financial Statements
Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with good auditing practice will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of the Board of Directors’ and CEO’s use of the going concern
basis of accounting and based on the audit evidence obtained, whether a material uncertainty
Auditor’s Report
48
exists related to events or conditions that may cast significant doubt on the company’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events so that the financial statements give a true and fair view.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence and communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Reporting Requirements
Information on our audit engagement
We have served as the auditor elected by the Annual General Meeting as from 29 September 2021.
Other Information
The Board of Directors and CEO are responsible for the other information. The other information
comprises the report of the Board of Directors and the information included in the Annual Report, but
does not include the financial statements and our auditor’s report thereon. We have obtained the report
of the Board of Directors prior to the date of this auditor’s report, and the Annual Report is expected to
be made available to us after that date.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
Auditor’s Report
49
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. With respect to the report of the Board of Directors, our responsibility also includes
considering whether the report of the Board of Directors has been prepared in accordance with the
applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the information
in the financial statements and the report of the Board of Directors has been prepared in accordance
with the applicable laws and regulations.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Helsinki March 1, 2023
KPMG OY AB
JUSSI PASKI
Authorised Public Accountant, KHT
Corporate Governance Statement 2022
50
Corporate Governance Statement 2022
INTRODUCTION
Lifeline SPAC I Plc’s corporate governance complies with the company’s Articles of Association, the
Finnish Companies Act and other laws and regulations governing the company. In addition, the
company complies with the Corporate Governance Code of Finnish listed companies that entered into
force on 1 January 2020. The Corporate Governance Code is available at the Securities Market
Association’s website at www.cgfinland.fi/en. As of its listing, Lifeline SPAC I has complied with the
Corporate Governance Code without departures in financial years 2021 and 2022.
This Lifeline SPAC I’s Corporate Governance Statement pursuant to the Corporate Governance Code
has been prepared as a report that is separate from the Board of Directors’ report. The statement has
been discussed and approved by the company’s Board of Directors.
GENERAL MEETING
The ultimate decision-making power lies with Lifeline SPAC I’s General Meeting of shareholders. At the
General Meeting, the shareholders of Lifeline SPAC I may exercise their right to speak, ask questions
and vote in matters concerning the company. The General Meeting makes decisions on matters
addressed to it by the Finnish Companies Act and the company’s Articles of Association. Key matters
resolved by the General Meeting are adopting the financial statements, discharging the Board of
Directors and the CEO from liability, deciding on the distribution of profit, electing the members of the
Board of Directors and the auditors and deciding on their respective remuneration.
The company’s Annual General Meeting is held annually by the end of June. An Extraordinary General
Meeting may be held for the purpose of dealing with a specific matter when deemed necessary by the
Board of Directors or when requested in writing by the auditor or by shareholders representing at least
one tenth of the company’s shares. The notice to the General Meeting is published on the company’s
website and, if so decided by the Board of Directors, in one or more national newspapers selected by
the Board of Directors at least three months and at the latest three weeks before the General Meeting.
The invitation must however be sent at least nine days before the record date of the General Meeting
defined in the Finnish Companies Act.
BOARD OF DIRECTORS
In accordance with the Articles of Association of Lifeline SPAC I, the Board of Directors of the company
consists of from five to eight ordinary members. The company’s sponsors (Timo Ahopelto, Kai
Bäckman, Petteri Koponen, Juha Lindfors) 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.
Corporate Governance Statement 2022
51
Tasks of the Board of Directors
The tasks and responsibilities of the company’s Board of Directors are determined on the basis of the
Finnish Companies Act as well as other applicable legislation. The Board of Directors has general
authority to decide and act in all matters not reserved for other bodies by law or under the provisions of
the Articles of Association. The general task of the Board of Directors is to see to the organisation and
monitoring of the company’s governance and operations. In all situations, the Board of Directors must
act in accordance with the company's best interests.
In addition, the Board of Directors has approved a written Charter for itself, which defines the Board’s
key tasks, operating principles and meeting practices as well as an annual self-assessment of the
Board’s operations. According to the Charter, the key tasks of the Board of Directors include especially:
• monitoring the company’s financial reporting, internal auditing and controls, risk management
and related-party transactions;
• preparing a proposal concerning the election of an auditor and assessing the auditor’s
independence; and
• convening the Annual and Extraordinary General Meetings in addition to preparing proposals
to the General Meeting.
Composition and diversity of the Board of Directors
The Annual General Meeting, held on 18 May 2022, resolved that the number of members on the
company’s Board of Directors is five. The company received on 11 April 2022 a written notice from the
sponsors, pursuant to which Timo Ahopelto and Petteri Koponen act as the sponsor representatives in
the company’s Board of Directors. The Annual General Meeting, held on 18 May 2022, resolved to
reappoint Alain-Gabriel Courtines, Caterina Fake and Irena Goldenberg to the Board of Directors.
According to the evaluation of independence in accordance with the Corporate Governance Code
completed by the Board, Alain-Gabriel Courtines, Caterina Fake and Irena Goldenberg are independent
of the company and significant shareholders. Timo Ahopelto and Petteri Koponen are not independent
of the company or its major shareholders.
Diversity of the Board of Directors supports the vision and the long-term objectives of the company.
Each Board member must have the competence required by the position and the possibility to devote
a sufficient amount of time to attending to the duties. Diversity of the Board of Directors is supported by
a broad age range, gender composition, geographical coverage and professional and educational
background of its members. The goal is to promote gender equality in the selection of Board members.
When electing Board members, the objective is to ensure that the Board of Directors as a whole enables
the Board of Directors to see to its duties efficiently. Out of the five Board members, two are female and
three are male, representing three different nationalities.
Corporate Governance Statement 2022
52
Board meetings
In 2022, the Board of Directors held 11 meetings. The attendance rate of the Board members at the
meetings during the financial year 2022 was 96 %.
Information about Board members and their shareholdings
Name
Personal information
Shareholding in
Lifeline SPAC I on
31 December
2022
(1
Attendance at
Board meetings
Timo Ahopelto
Chair of the Board of Directors since 2021
Member of the Sponsor Committee since 2021
Born: 1975
Education: Master of Science in Industrial
Engineering
Main occupation: Partner of Lifeline Ventures
Not independent of the company or its major
shareholders
394,302
series B shares;
446,875
sponsor warrants
11/11
Alain-Gabriel
Courtines
Vice Chair of the Board of Directors since 2021
Born: 1971
Education: Master of Business Administration
(MBA)
Main occupation: Investment and board professional
Independent of the company and its major
shareholders
97,058
series B shares;
109,999
sponsor warrants
11/11
Caterina Fake
Member of the Board of Directors since 2021
Born: 1969
Education: Bachelor of Arts
Main occupation: Partner of Yes VC
Independent of the company and its major
shareholders
97,058
series B shares;
109,999
sponsor warrants
9/11
Irena
Goldenberg
Member of the Board of Directors since 2021
Born: 1979
Education: Master of Business Administration
(MBA)
Main occupation: Partner of Highland Europe
Independent of the company and its major
shareholders
97,058
series B shares;
109,999
sponsor warrants
11/11
Petteri
Koponen
Member of the Board of Directors since 2021
Member of the Sponsor Committee since 2021
Born: 1970
Education: Studies in Technology and Economics
Main occupation: Partner of Lifeline Ventures
Not independent of the company or its major
shareholders
394,302
series B shares;
446,875
sponsor warrants
11/11
1) Including shareholdings through controlled entities.
Committees
The Board of Directors of Lifeline SPAC I has established one Committee, Sponsor Committee. The
Board of Directors is responsible for taking care of the compulsory duties of the Audit Committee.
Corporate Governance Statement 2022
53
Sponsor Committee
The Board of Directors of the company has established a Sponsor Committee to evaluate acquisition
targets and make proposals to the company’s Board of Directors regarding possible acquisition targets.
The Committee has no independent decision-making authority; it functions as a preparatory body, and
the matters it addresses are brought to be decided on by the Board of Directors.
Ilkka Paananen (Chair), Timo Ahopelto, Kai Bäckman, Petteri Koponen and Juha Lindfors act as the
members of the company’s Sponsor Committee. In 2022, the Sponsor Committee held 10 meetings.
The attendance rate of the Sponsor Committee members at the meetings during the financial year was
98%.
Information about Sponsor Committee members and their shareholdings
Name
Personal information
Shareholding in
Lifeline SPAC I on 31
December 2022
(1
Attendance at Sponsor
Committee meetings
Ilkka
Paananen
Chair of the Sponsor Committee since
2021
Born: 1978
Education: Master of Science in
Industrial Management
Main occupation: CEO of Supercell Oy
50,000
series A shares;
194,118
series B shares;
220,003
sponsor warrants
10/10
Timo Ahopelto
Member of the Sponsor Committee
since 2021
Born: 1975
Education: Master of Science in
Industrial Engineering
Main occupation: Partner of Lifeline
Ventures
394,302
series B shares; 446,875
sponsor warrants
9/10
Kai Bäckman
Member of the Sponsor Committee
since 2021
Born: 1975
Education: Studies in Technology
Main occupation: Startup entrepreneur
394,302
series B shares;
446,875
sponsor warrants
10/10
Petteri
Koponen
Member of the Sponsor Committee
since 2021
Born: 1970
Education: Studies in Technology and
Economics
Main occupation: Partner of Lifeline
Ventures
394,302
series B shares;
446,875
sponsor warrants
10/10
Juha Lindfors
Member of the Sponsor Committee
since 2021
Born: 1973
Education: Master’s Degree in
Economics
Main occupation: Partner of Lifeline
Ventures
394,302
series B shares;
446,875
sponsor warrants
10/10
1) Including shareholdings through controlled entities.
Corporate Governance Statement 2022
54
CEO AND MANAGEMENT TEAM
CEO
The company’s Board of Directors appoints the CEO and decides on the terms of their service contract
and remuneration. The CEO shall see to the executive management of the company in accordance
with the instructions and orders given by the Board of Directors.
Management Team
The company’s Management Team comprises the CEO and CFO. The Management Team supports
the CEO, is responsible for the development and operational activities of the company and the business
activities in accordance with the objectives set by the Board of Directors and the CEO. The Management
Team assists the CEO in preparing the strategy, operating principles and other business operations
and the company's common affairs among other things. The CEO acts as a Chair of the Management
Team.
Information about the Management Team and their shareholdings
Name
Personal information
Shareholding in Lifeline SPAC I
on 31 December 2022
(1
Tuomo Vähäpassi
CEO since 2021
Born: 1969
Education: Master of Laws
35,000 series A shares
375,000 series B shares
425,000 founder warrants
Mikko Vesterinen
CFO since 2021
Born: 1983
Education: Master’s Degree in Economics
404 series A shares
62,500 series B shares
70,833 founder warrants
1) Including shareholdings through controlled entities.
RISK MANAGEMENT, INTERNAL CONTROL AND AUDIT
Risk management
The company’s risk management is guided by the risk management policy approved by the Board of
Directors. The objective of risk management in the company is to ensure the continuity of the business
and the operational capability of the company in all identifiable risk scenarios. The principle is to identify
risks, assess their magnitude and significance, define risk mitigation measures and decide on their
implementation and monitor their effects.
The company uses a risk assessment and monitoring model and conducts a comprehensive risk
assessment annually, in which the most significant risks to the company’s strategy and other objectives
are assessed, as well as their probability and impact on business and risk management measures are
monitored. If necessary, the risk assessments are updated, for example, for the risk assessments in
the interim reports. The Board of Directors is responsible for the company’s risk management.
Corporate Governance Statement 2022
55
Internal control and audit
Internal control is essential in ensuring the company’s operating capability, a critical component in risk
management, and it enables creating and maintaining the company’s value. The purpose of internal
control is to protect the company’s and its business units’ resources from misuse, ensure the
appropriate authorisation of business transactions, support management of IT systems, and ensure the
reliability of financial reporting. Internal control is a process which enables minimising the probability of
mistakes related to accounting.
The company does not have a separate internal audit function. The company’s management is
responsible for the internal control system. The Board of Directors may use external experts to conduct
separate evaluations of the control environment or control functions. The audit plan of the company’s
external auditor defined by the company may account for the fact that the company does not have a
separate function for organising the internal audit.
The basis of financial control is formed by the controls included in operational processes, which enable
fast detections of deviations and rapid reactions to them. An important part of the financial control is
monthly reporting by the management. The metrics followed in the monthly reporting have been set so
that they support the company in reaching its targets and highlight possible issues that require
controlling actions. Due to the nature of the business, budgeting in its traditional form is not used by the
company.
INSIDER ADMINISTRATION AND MANAGERS’ TRANSACTIONS
The company complies with the provisions of the EU Market Abuse Regulation (EU 596/2014, as
amended, the “MAR”) and the lower-level regulations issued thereunder, the Finnish Securities Markets
Act, guidelines issued by competent authorities and the Guidelines for Insiders issued by Nasdaq
Helsinki Ltd. In addition, the company’s Board of Directors has approved the company’s internal insider
guidelines based on the guidance of Nasdaq Helsinki Ltd.
The company maintains project-specific insider lists for each project constituting inside information, as
defined in insider provisions, based on the Guidelines for Insiders of Nasdaq Helsinki Ltd and the
company’s own internal guidelines. The person responsible for the company's insider matters is the
company’s CFO.
Lifeline SPAC I maintains a list on its managers and persons closely associated with them (related
parties). The list is not public. The company has determined the members and deputy members of the
Board of Directors, the CEO and their deputy, members of the Management Team and members of the
Sponsor Committee as managers defined in the Market Abuse Regulation. Each manager and their
related parties are obligated to report to the company and the Finnish Financial Supervisory Authority
all transactions made with Lifeline SPAC I’s financial instruments. The company publishes these
transactions in a separate stock exchange release. The total shareholding of each manager is annually
Corporate Governance Statement 2022
56
published as part of the Corporate Governance Statement according to the Corporate Governance
Code.
The company complies with the MAR trading ban on managers (closed window). In addition, the
company has separately identified persons who contribute to the preparation of the company’s financial
reports or who have access to information pertaining to this and who are not allowed to directly or
indirectly trade in or to conclude on their own behalf or on the behalf of a third party any transactions
that relate to the company’s shares or any debt instruments or to related derivatives or other financial
instruments (closed window). The closed window period begins 30 days before the publication of the
financial statements report or interim reports and ends on the day following their publication.
PRINCIPLES FOR RELATED PARTY TRANSACTIONS
Lifeline SPAC I evaluates and monitors the transactions with its related parties and maintains a list of
its related parties. The company’s Board of Directors decides on significant related party transactions
that are not part of the company’s ordinary course of business or not carried out on arm’s-length terms.
The company reports related party transactions annually in its financial statements and, if necessary,
discloses related party transactions in accordance with the MAR, the Finnish Securities Markets Act
and the rules of Nasdaq Helsinki Ltd.
AUDITING
In accordance with its Articles of Association, Lifeline SPAC I shall have an auditor that shall be an
auditing firm approved by the Patent and Registration Office. The auditor’s term of office ends at the
end of the next Annual General Meeting following election.
The company’s current auditor is KPMG Oy Ab, Authorised Public Accountants, with Jussi Paski acting
as the auditor with principal responsibility.
In 2022, the audit fees paid to the auditor amounted to EUR 7,500 and the fees related to other non-
audit services totalled EUR 0.
Remuneration Report 2022
57
Remuneration Report 2022
INTRODUCTION
This Lifeline SPAC I’s remuneration report has been prepared in accordance with the Corporate
Governance Code of Finnish listed companies that entered into force on 1 January 2020.
This remuneration report presents information on the remuneration of Lifeline SPAC I’s Board of
Directors and CEO in financial year 2022. Comparative information for years preceding 2021 cannot be
presented as the company was founded in 2021.
Lifeline SPAC I’s Annual General Meeting on 18 May 2022 approved the remuneration report presented
to it for the financial year from 13 August to 31 December 2021. The presentation of this report is
consistent with the previous financial year's report.
As of 2022, the remuneration of Lifeline SPAC I’s governing bodies has been based on a Remuneration
Policy, which was approved by the Annual General Meeting of the company on 18 May 2022. The
company has complied with its remuneration policy without departures in the financial year 2022.
The current Remuneration Policy will be applied until the Annual General Meeting of 2026, unless the
Board of Directors decides to present it to the Annual General Meeting earlier. The purpose of the
Remuneration Policy is to support the company’s strategic goals and promote its competitiveness and
long-term financial success. The objective of the remuneration is to encourage and reward the
management for work that is in line with the company’s strategy at a given time and for compliance with
the set rules, as well as to motivate them to strive for the success of the company and foster their long-
term commitment to the company’s goals.
The table below presents the remuneration of the Board of Directors and the CEO compared to the
average remuneration of the company’s employees in the financial years 2021 and 2022. The salaries,
wages and fees presented in the table have accrued, for 2021, during the period of 1 October 2021 to
31 December 2021 and, for 2022, during full financial year of 1 January 2022 to 31 December 2022.
Average salaries, wages and fees, EUR
2022
2021
Member of the Board of Directors
(1
11,000
2,750
CEO
144,240
36,060
Personnel
(2
108,240
27,060
1) Includes the Chair of the Board of Directors.
2) In financial years 2021 and 2022, the company had no other personnel than the CFO.
Remuneration Report 2022
58
REMUNERATION OF THE BOARD OF DIRECTORS IN 2022
Name
Position
Board fees, EUR
(1
Timo Ahopelto
Chair of the Board of Directors
15,000
Alain-Gabriel Courtines
Vice Chair of the Board of Directors
10,000
Caterina Fake
Member of the Board of Directors
10,000
Irena Goldenberg
Member of the Board of Directors
10,000
Petteri Koponen
Member of the Board of Directors
10,000
1) The Board fees will be paid after the members’ term of office has expired and consequently, hence Board fees
accrued in 2022 were not fully paid to the Board members in financial year 2022.
The company’s shareholders resolved in the Annual General Meeting, held on 18 May 2022, that the
Chair of the company’s Board of Directors is paid EUR 15,000 per year and the members of the Board
of Directors EUR 10,000 per year.
No separate fees for the Board of Directors’ meeting were paid to the members of Board of Directors
during the financial year 2022.
The members of Lifeline SPAC I’s Board of Directors did not receive shares or share-based benefits as
remuneration in the financial year 2022.
REMUNERATION OF THE CEO IN 2022
Nimi
Fixed salary including fringe benefits
subject to tax, EUR
Tuomo Vähäpassi
144,240
The monthly salary of the company’s CEO is EUR 12,000 per month. In addition, the company’s CEO
is entitled to compensation for reasonable realised travel and accommodation expenses as well as
other reasonable expenses arising from the work.