Transition : Annual financial statements 2021

TRANSITION

Limited liability corporation with a Board of Directors (société anonyme à Conseil d'administration)

49 bis avenue Franklin Roosevelt, 75008 Paris, France

RCS Paris 895 395 622

ANNUAL FINANCIAL REPORT FOR THE NINE MONTH PERIOD

ENDED DECEMBER 31, 2021

This is a translation into English of the Annual Financial Report of the Company issued in French and which is available on the website of our company, www.spactransition.com.

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TABLE OF CONTENTS

1. DECLARATION BY THE PERSON RESPONSIBLE FOR THE ANNUAL FINANCIAL REPORT

1. ANNUAL ACTIVITY REPORT

1. Activities of Transition - Significant Events

1. Preparation of the offering and admission to listing and trading on the Professional Segment of the regulated market of Euronext Paris of preferred shares and warrants
2. Completion of the offering of Units to certain qualified investors in France and outside of France, and admission to listing and trading of the Market Units
3. Transfer of funds raised by the Company on a dedicated Escrow Account
4. Allocation of the share capital of Transition and declarations regarding crossing of thresholds
5. Operations of the Company

2. Statements of Income (loss) and financial position analysis

1. Statement of income (loss) analysis
2. Statement of financial position analysis

1. Investments
2. Material events that occurred since the closing of period ended December 31, 2021
3. Risk factors
4. Related-partytransactions
5. Prospect and main uncertainties
6. Information on the due date of receivables and payables
7. Results and other main element of the Company for each ending period since the Company was founded

1. CORPORATE GOVERNANCE REPORT

IV.	ANNUAL FINANCIAL STATEMENTS AND NOTES FOR THE NINE-MONTH PERIOD ENDED
	DECEMBER 31, 2021

1. Income Statement
2. Statement of comprehensive income
3. Balance sheet
4. Cash flow statement
5. Change in equity
6. Notes to the annual financial statements

1. STATUTORY AUDITORS' REPORT ON THE ANNUAL FINANCIAL INFORMATION

VI.	STATUTORY ACCOUNTS AND NOTES FOR THE NINE-MONTH PERIOD ENDED DECEMBER
	31, 2021
VII.	STATUTORY AUDITORS' REPORT ON THE STATUTORY ACCOUNTS
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1. DECLARATION BY THE PERSON RESPONSIBLE FOR THE ANNUAL FINANCIAL REPORT

I certify, to the best of my knowledge, that the annual financial statements of Transition have been drawn up in accordance with applicable accounting standards, and give a true and fair view of the assets and liabilities, financial position, and profits and losses of the Company, and that the activity report therein presents a true and fair view of the major events that took place, and describes the main risks and uncertainties the Company is facing.

Paris, February 25, 2022

Xavier Caïtucoli

Chairman and Chief Executive Officer

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1. ANNUAL ACTIVITY REPORT

1. Activities of Transition - Significant Events

1.1 Preparation of the offering and admission to listing and trading on the Professional Segment of the regulated market of Euronext Paris of preferred shares and warrants

The Company was incorporated on March 15, 2021 for the purpose of acquiring one or more companies or operating businesses headquartered in Europe through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction. The Company was formed by Messrs. Xavier Caïtucoli and Erik Maris, each acting through and on behalf of their controlled affiliated entities named respectively Crescendix (or any entity controlled by Crescendix) and Schuman Invest, and by Eiffel Essentiel SLP (together, the "Founders").

The management team has then been working on the preparation of the offering and admission to listing and trading on the Professional Segment of the regulated market of Euronext Paris of preferred shares and warrants, including the preparation of the prospectus dated June 16, 2021 approved by the Autorité des Marchés Financiers under no. 21-231 (the "Prospectus"), the financial statements included therein and the contractual documents necessary in connection with the foregoing.

1.2. Completion of the offering of Units to certain qualified investors in France and outside of France, and admission to listing and trading of the Market Units

Offering of Units

On June 17, 2021, the Company offered 20,000,000 of its class B shares, with a nominal value of €0.01 per share (the "Market Shares") and 20,000,000 of its class B warrants (the "Market Warrants"). The Market Shares and the Market Warrants were offered only in the form of units (actions de préférence stipulées rachetables assorties de bons de souscription d'actions ordinaires de la Société rachetables) each consisting of one (1) Market Share and one (1) Market Warrant (the "Units") at a price per Unit of €10.00 (the "Offering") pursuant to the Prospectus.

Accordingly, this Offering was directed solely towards qualified investors (investisseurs qualifiés) acting for their own account, as defined in Article 2 point (e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") and in accordance with Article L. 411-2 1° of the French Code monétaire et financier, inside or outside of France, and who belong to one of the following two targeted categories:

• qualified investors investing in companies and businesses operating in the energy transition sector; or
• qualified investors meeting at least two of the three following criteria set forth under Article D. 533-11 of the French Code monétaire et financier, i.e., (i) a balance sheet total equal to or exceeding twenty (20) million euros, (ii) net revenues or net sales equal to or exceeding forty (40) million euros, and/or (iii) shareholders' equity equal to or exceeding two (2) million euros.

The minimum subscription amount in the context of the Offering was set at €1,000,000.

Mr. Xavier Caïtucoli and Eiffel Essentiel participated in the Offering, whether directly or indirectly, for the respective amounts of €5,000,000 and €10,000,000.

As from June 22, 2021, the Market Units traded as units on the Professional Segment ("Compartiment Professionnel")

of the regulated market of Euronext Paris, on a single listing line.

On July 29, 2021, the Market Warrants were detached from the Market Shares and have been traded separately on a listing line from such date.

Founders' Shares and Founders' Units

Prior to the Offering, the Founders held 5,649,999 ordinary shares subscribed at their nominal value (€0.01). On June 22, 2021 (the "Listing Date"), each ordinary share held by such holders were converted into one (1) class A share (each, a "Founder Share"), with a nominal value of €0.01 per Founder Share. Founder Shares are preferred shares (actions de préférence) issued pursuant to provisions of Articles L. 228-11et seq. of the French Code de commerce, the rights and obligations of which are defined in the Articles of Association as in effect on the listing date.

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Simultaneously with the completion of the Offering, the Founders subscribed, in the context of a reserved issuance, a total of 592,800 units (the "Founders' Units") at a price of €10.00 per Founders' Unit (€5,928,000 in the aggregate), each Founders' Unit consisting of one (1) fully-paid ordinary share with a nominal value of €0.01 and one (1) class A warrant (a "Founders' Warrant"). The Founders also subscribed 923,868 ordinary shares at a price of 0.01€ per ordinary share.

On the Listing Date, the ordinary shares held directly and indirectly by each of the Founders, including the ordinary shares underlying the Founders' Units, have been converted as follows:

• 1,911,111 Ordinary Shares have been converted into 1,911,111 Class A1 Founders' Shares;
• 1,911,111 Ordinary Shares have been converted into 1,911,111 Class A2 Founders' Shares;
• 1,911,111 Ordinary Shares have been converted into 1,911,111 Class A3 Founders' Shares; and
• 1,433,333 Ordinary Shares have been converted into 1,433,333 Class A4 Founders' Shares.

The Class A Founders' Shares and the Founders' Warrants underlying the Founders' Units have separated on July 31, 2021 upon decision by the Président-DirecteurGénéral, acting upon delegation of the Company's Board of Directors.

Forward Purchase Agreement

The Company issued, in a reserved issuance that occurred simultaneously with the completion of the Offering, a total of 7,100,000 warrants, at a price of €0.01 per warrant, each warrant giving its holder the right to subscribe for one (1) new Ordinary Share with one (1) Market Warrant attached, at an overall exercise price of €10.00 (subject to adjustment as described in the Prospectus) per warrant (the "Forward Purchase Warrants"). The Forward Purchase Warrants were purchased by Mr. Xavier Caïtucoli and by Eiffel Essentiel SLP (whether directly or indirectly) for the respective amounts of €5,000, and €10,000 (corresponding to the subscription of 500,000 and 1,000,000 Forward Purchase Warrants), and by the following investors who committed to participate in the Offering:

• Sycomore Asset Management subscribed 3,800,000 Forward Purchase Warrants;
• Guisando B.V. subscribed 1,000,000 Forward Purchase Warrants;
• Financière Arbevel subscribed 600,000 Forward Purchase Warrants; and
• Financière Saint-James subscribed 200,000 Forward Purchase Warrants.

Over-allotment and Stabilization Period

The Company granted to Goldman Sachs, acting as stabilization manager on behalf of the Bookrunners (the "Stabilization Manager"), an option to purchase up to 1,500,000 additional Units at a price of €10.00 per Unit (the "Over-allotment Units"), in an aggregate amount of up to €15 million, exercisable for 30 days following the Listing Date (the "Stabilization Period"), solely for the purpose of covering over-allotments and facilitating stabilization activities, if any (the "Over- allotment Option").

The Over-allotment Units were subscribed by each of Mr. Xavier Caïtucoli and Eiffel Essentiel SLP (whether directly or indirectly) for the respective amounts of €5,000,000 and €10,000,000 (corresponding to the subscription of 500,000 and 1,000,000 Units) on June 17, 2021 and were immediately repurchased by the Company at the same price. The Company thereafter lent 1,500,000 Over-allotment Units to the Stabilization Manager for delivery to investors in respect of over- allotments, if any. The Stabilization Manager could, to the extent permitted by applicable laws and rules, over-allot the Units or effect transactions with a view to supporting the market price of the Units by buying an amount of Units up to the Over-allotment Units. In compliance with the provisions of the Market Abuse Regulation and Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 (the "Delegated Regulation"), stabilization transactions could not be effected at a price greater than the offering price in the Offering.

The Stabilizing Manager undertook stabilization activities (as defined under Article 3(2)(d) of the Regulation (EU) No 596/2014 of 16 April 2014 on market abuse) in relation to the first admission to trading on Euronext Paris of the Units pursuant to the Prospectus during the Stabilization Period. In accordance, the Company published three press releases on June 28, 2021, July 5, 2021 and July 22, 2021.

The Stabilization Period ended on July 22, 2021. The Stabilization Manager exercised in part the Over-allotment Option to purchase 650,000 additional Units from the Company, at the original offering price of €10.00 per Unit, corresponding to a total amount of approximately €6.5 million. As a result, the total number of Units offered in the private placement amounted to 20,650,000 Units, thereby increasing the total offering size to approximately €206.5 million.

Given the Over-allotment Option was not exercised in full, on July 26, 2021, the Stabilization Manager returned to the Company the Over-allotment Units which were been purchased by the Stabilization Manager, corresponding to an amount of 850,000 Units.

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