AMSTERDAM, 2 October 2023, 22:30 hrs CEST - SPEAR Investments I B.V. (the Company) announces that it has consummated its Business Combination with QEV Technologies, a fast-growing company specialised in electric mobility vehicles with a track record of more than 10 years developing and manufacturing electric cars.
Business Combination
Effective as of today, the Business Combination, and the underlying share exchange, has been completed, as a result of which previous shareholders of QEV have been allotted Ordinary Shares in the Company, with the entire issued share capital of QEV now being held by the Company. Following the Business Combination, previous QEV shareholders now hold 80% of the Company, with the management team collectively accounting for 14%.
The Company has further, in tandem with the Business Combination, procured investments from PIPE investors, GAEA Inversión S.C.R. S.A., Inveready First Capital III Parallel F.C.R., Inveready First Capital III S.C.R. S.A. and Inveready Evergreen S.C.R. S.A., non-redemptions of Ordinary Shares and backstop investors for an aggregate investment of €23.1 million, to support the business plan of QEV. In aggregate, the Business Combination has been facilitated by the allotment of 11,786,177 Ordinary Shares from treasury.
The Ordinary Shares and Warrants will start trading on Euronext Amsterdam as of 3 October 2023.
The parties to the Business Combination Agreement entered into an addendum which amongst other matters provided that the conversion of the Company from a B.V. to an N.V. was no longer a condition to completion of the Business Combination, and that the conversion and the corresponding amendment of the articles of association of the Company will take place as soon as possible after the required auditor's statement has been issued.
In connection with the Business Combination, and in order to govern their relationship as shareholders of the Company going forward, the previous shareholders of QEV, AZ Capital SPEAR and STJ SPEAR have entered into a relationship agreement with the Company, with the previous relationship agreement in respect of the Company having terminated. The new relationship agreement, and the termination of the previous relationship agreement, both took effect as of completion of the Business Combination.
Furthermore, the Company also entered into an amendment of a subsisting warrant agreement between, amongst others, QEV and the European Investment Bank (EIB), which warrant agreement was entered into in connection with a financing contract between the EIB and QEV (the debt underlying which has as of closing of the Business Combination been settled). Under this warrant agreement, as amended, the EIB has the right to execute its warrants, with the effect of converting to shares in QEV, and SPEAR has the corresponding obligation to immediately execute a share exchange of all such shares into Ordinary Shares in the Company at a ratio equivalent to that of the Share Exchange (i.e. 25.05556 Company Ordinary Shares per QEV share), as adjusted for dilution events.
Board appointments and resignations
The following members of the board of directors of the Company have resigned with effect as of the closing of the Business Combination: (i) John St. John, (ii) Jorge Lucaya, (iii) Joes Leopold, (iv) Frank Dangaerd, (v) Miriam van Dongen, (vi) Rick Medlock and (vii) Ignacio Moreno.
The following members of the board of directors of the Company have been appointed with effect as of the closing of the Business Combination: (i) Joan Orús Valls (executive director), (ii) Juan Fernández Krutchkof (executive director), (iii) Miriam van Dongen (non-executive director), (iv) Carlos Conti (non-executive director), (v) Elisa Francesca Sanchini (non-executive director) and (vi) Derek Whitworth (non-executive director and chair).
Conversion of Special Shares
Immediately prior to completion of the transaction, 4,375,000 convertible special shares in the capital of the Company with a nominal value of EUR 0.01 (the Special Shares) remain in issue.
As described in further detail in the SPEAR prospectus published on 9 November 2021, available at www.spearinvestments.com, the Special Shares become subject to mandatory conversion into Ordinary Shares on a one for one basis following completion of the Business Combination on 2 October in accordance with a predetermined schedule. 1,250,000 Special Shares will convert on the trading day following the Business Combination (the First Tranche), i.e. on 3 October 2023. 625,000 Special Shares will convert if, post-Business Combination, the closing price of the Ordinary Shares exceeds €12.00 for any 10 trading days within a consecutive 30 trading day period (the Second Tranche). 625,000 Special Shares will convert if, post Business Combination, the closing price of the Ordinary Shares exceeds €14.00 for any 10 trading days within a consecutive 30 trading day period (the Third Tranche).
Cancellation of Ordinary Shares, and Founder Warrant re-allocation
The General Meeting resolved to cancel the Ordinary Shares which the Company holds just prior to Completion, with the exception of such number of Ordinary Shares for which the Board determines in its sole discretion by resolution to be adopted prior to Completion that there is a foreseeable purpose. This resolution of the General Meeting will become effective upon such resolution of the Board being adopted.
The Company undertook in the business combination agreement dated 27 July 2023 to reallocate the 8,150,833 Founder Warrants originally available for the Promote Investors among the Promote Investors and the QEV shareholders. This reallocation has been effected as of completion of the Business Combination, pursuant to which 1,195,282 Founder Warrants will be cancelled.
Issued and outstanding share capital and shareholdings as of Business Combination
Following conversion of the First Tranche of Special Shares into Ordinary Shares, the repurchase of Ordinary Shares from Redeeming Shareholders and the cancellation of Ordinary Shares, Special Shares, and, if applicable, the Founder Warrants, as mentioned above, and assuming no stock price conversion trigger event has occurred with respect to the Second Tranche and the Third Tranche and the Warrants, the Company's issued share capital immediately following completion of the Business Combination amounts to €1,041,750, divided into 3,125,000 Special Shares (of which 1,875,000 will be cancelled), each with a nominal value of €0.01, 100,050,000 Ordinary Shares (including 86,138,237 treasury shares), each with a nominal value of €0.01 and one Capital Share with a nominal value of €10,000. These figures are in correction to those contained in the Company's press release, dated 27 September 2023.
Following the Business Combination, the shareholdings in the Company are now as follows: EVI Mobility (13.8%), New Automovile Development (11.3%), Power Electronics Internacional (9.1%), Multi Billion Pacific (8.6%), Joan Orús (Co- founder & CEO; 7.9%), Charming Crystal (6.7%), Juan Fernández (Co-founder & CTO; 6.4%), RE Motorsports Investment (5.9%), Inveready funds (5.3%, with GAEA Inversión S.C.R. S.A. holding 4.3%), AZ Capital Spear Investments I (4.7%), Antonio Garcia (3.9%) and other shareholders (16.5%).
About SPEAR Investments I B.V.
SPEAR was formed in order to identify and become a valuable partner to a fast-growing European business, and to support this company in the accelerated achievement of its goals. SPEAR's multi-skilled team has many decades of experience in successfully supporting the listings and ongoing growth of public companies, as well as in providing sector-specific, operational, and capital-market related support for leading global businesses.
About QEV Technologies S.L.
QEV Technologies designs, develops, manufactures, and sells electric light commercial vehicles and electric buses, as well as offering aftersales and maintenance services, and has further business lines related to electric motorsport. QEV Tech sells its electric vans, trucks and buses primarily to businesses and public transport companies seeking to establish or grow their electric fleets, and is focused on serving the urban mobility and last mile delivery markets. Under the ZEROID brand, QEV Technologies offers a zero-emission fleet that includes multiple electric van models, delivery trucks, and electric and hydrogen platforms for buses. QEV Technologies was founded in 2013, and both historically and on an ongoing basis also provides design, engineering and training services to the electric motorsport industry. Building on its history and expertise in electric mobility, the company expanded into the commercial electric vehicle market in 2018 and now has both inhouse and outsourced manufacturing capabilities, having together with its joint venture partner won the tender for a major former Nissan facility in the free trade area of Barcelona in March 2023.
Inside Information
This press release contains or may contain inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).
Important Information
This press release or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This press release or any part of it is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
Contact
Basisweg 10, 1043 AP
Amsterdam, the Netherlands
Phone
+ 31 (0) 208 946 270
General enquiries
info@spearinvestments.com
IR enquiries
ir@spearinvestments.com
Business Combination
Effective as of today, the Business Combination, and the underlying share exchange, has been completed, as a result of which previous shareholders of QEV have been allotted Ordinary Shares in the Company, with the entire issued share capital of QEV now being held by the Company. Following the Business Combination, previous QEV shareholders now hold 80% of the Company, with the management team collectively accounting for 14%.
The Company has further, in tandem with the Business Combination, procured investments from PIPE investors, GAEA Inversión S.C.R. S.A., Inveready First Capital III Parallel F.C.R., Inveready First Capital III S.C.R. S.A. and Inveready Evergreen S.C.R. S.A., non-redemptions of Ordinary Shares and backstop investors for an aggregate investment of €23.1 million, to support the business plan of QEV. In aggregate, the Business Combination has been facilitated by the allotment of 11,786,177 Ordinary Shares from treasury.
The Ordinary Shares and Warrants will start trading on Euronext Amsterdam as of 3 October 2023.
The parties to the Business Combination Agreement entered into an addendum which amongst other matters provided that the conversion of the Company from a B.V. to an N.V. was no longer a condition to completion of the Business Combination, and that the conversion and the corresponding amendment of the articles of association of the Company will take place as soon as possible after the required auditor's statement has been issued.
In connection with the Business Combination, and in order to govern their relationship as shareholders of the Company going forward, the previous shareholders of QEV, AZ Capital SPEAR and STJ SPEAR have entered into a relationship agreement with the Company, with the previous relationship agreement in respect of the Company having terminated. The new relationship agreement, and the termination of the previous relationship agreement, both took effect as of completion of the Business Combination.
Furthermore, the Company also entered into an amendment of a subsisting warrant agreement between, amongst others, QEV and the European Investment Bank (EIB), which warrant agreement was entered into in connection with a financing contract between the EIB and QEV (the debt underlying which has as of closing of the Business Combination been settled). Under this warrant agreement, as amended, the EIB has the right to execute its warrants, with the effect of converting to shares in QEV, and SPEAR has the corresponding obligation to immediately execute a share exchange of all such shares into Ordinary Shares in the Company at a ratio equivalent to that of the Share Exchange (i.e. 25.05556 Company Ordinary Shares per QEV share), as adjusted for dilution events.
Board appointments and resignations
The following members of the board of directors of the Company have resigned with effect as of the closing of the Business Combination: (i) John St. John, (ii) Jorge Lucaya, (iii) Joes Leopold, (iv) Frank Dangaerd, (v) Miriam van Dongen, (vi) Rick Medlock and (vii) Ignacio Moreno.
The following members of the board of directors of the Company have been appointed with effect as of the closing of the Business Combination: (i) Joan Orús Valls (executive director), (ii) Juan Fernández Krutchkof (executive director), (iii) Miriam van Dongen (non-executive director), (iv) Carlos Conti (non-executive director), (v) Elisa Francesca Sanchini (non-executive director) and (vi) Derek Whitworth (non-executive director and chair).
Conversion of Special Shares
Immediately prior to completion of the transaction, 4,375,000 convertible special shares in the capital of the Company with a nominal value of EUR 0.01 (the Special Shares) remain in issue.
As described in further detail in the SPEAR prospectus published on 9 November 2021, available at www.spearinvestments.com, the Special Shares become subject to mandatory conversion into Ordinary Shares on a one for one basis following completion of the Business Combination on 2 October in accordance with a predetermined schedule. 1,250,000 Special Shares will convert on the trading day following the Business Combination (the First Tranche), i.e. on 3 October 2023. 625,000 Special Shares will convert if, post-Business Combination, the closing price of the Ordinary Shares exceeds €12.00 for any 10 trading days within a consecutive 30 trading day period (the Second Tranche). 625,000 Special Shares will convert if, post Business Combination, the closing price of the Ordinary Shares exceeds €14.00 for any 10 trading days within a consecutive 30 trading day period (the Third Tranche).
Cancellation of Ordinary Shares, and Founder Warrant re-allocation
The General Meeting resolved to cancel the Ordinary Shares which the Company holds just prior to Completion, with the exception of such number of Ordinary Shares for which the Board determines in its sole discretion by resolution to be adopted prior to Completion that there is a foreseeable purpose. This resolution of the General Meeting will become effective upon such resolution of the Board being adopted.
The Company undertook in the business combination agreement dated 27 July 2023 to reallocate the 8,150,833 Founder Warrants originally available for the Promote Investors among the Promote Investors and the QEV shareholders. This reallocation has been effected as of completion of the Business Combination, pursuant to which 1,195,282 Founder Warrants will be cancelled.
Issued and outstanding share capital and shareholdings as of Business Combination
Following conversion of the First Tranche of Special Shares into Ordinary Shares, the repurchase of Ordinary Shares from Redeeming Shareholders and the cancellation of Ordinary Shares, Special Shares, and, if applicable, the Founder Warrants, as mentioned above, and assuming no stock price conversion trigger event has occurred with respect to the Second Tranche and the Third Tranche and the Warrants, the Company's issued share capital immediately following completion of the Business Combination amounts to €1,041,750, divided into 3,125,000 Special Shares (of which 1,875,000 will be cancelled), each with a nominal value of €0.01, 100,050,000 Ordinary Shares (including 86,138,237 treasury shares), each with a nominal value of €0.01 and one Capital Share with a nominal value of €10,000. These figures are in correction to those contained in the Company's press release, dated 27 September 2023.
Following the Business Combination, the shareholdings in the Company are now as follows: EVI Mobility (13.8%), New Automovile Development (11.3%), Power Electronics Internacional (9.1%), Multi Billion Pacific (8.6%), Joan Orús (Co- founder & CEO; 7.9%), Charming Crystal (6.7%), Juan Fernández (Co-founder & CTO; 6.4%), RE Motorsports Investment (5.9%), Inveready funds (5.3%, with GAEA Inversión S.C.R. S.A. holding 4.3%), AZ Capital Spear Investments I (4.7%), Antonio Garcia (3.9%) and other shareholders (16.5%).
About SPEAR Investments I B.V.
SPEAR was formed in order to identify and become a valuable partner to a fast-growing European business, and to support this company in the accelerated achievement of its goals. SPEAR's multi-skilled team has many decades of experience in successfully supporting the listings and ongoing growth of public companies, as well as in providing sector-specific, operational, and capital-market related support for leading global businesses.
About QEV Technologies S.L.
QEV Technologies designs, develops, manufactures, and sells electric light commercial vehicles and electric buses, as well as offering aftersales and maintenance services, and has further business lines related to electric motorsport. QEV Tech sells its electric vans, trucks and buses primarily to businesses and public transport companies seeking to establish or grow their electric fleets, and is focused on serving the urban mobility and last mile delivery markets. Under the ZEROID brand, QEV Technologies offers a zero-emission fleet that includes multiple electric van models, delivery trucks, and electric and hydrogen platforms for buses. QEV Technologies was founded in 2013, and both historically and on an ongoing basis also provides design, engineering and training services to the electric motorsport industry. Building on its history and expertise in electric mobility, the company expanded into the commercial electric vehicle market in 2018 and now has both inhouse and outsourced manufacturing capabilities, having together with its joint venture partner won the tender for a major former Nissan facility in the free trade area of Barcelona in March 2023.
Inside Information
This press release contains or may contain inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).
Important Information
This press release or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the securities referred to herein is being made in any such jurisdiction.
This press release or any part of it is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
Contact
Basisweg 10, 1043 AP
Amsterdam, the Netherlands
Phone
+ 31 (0) 208 946 270
General enquiries
info@spearinvestments.com
IR enquiries
ir@spearinvestments.com