SPEAR Investments I B : Shareholders circular extension

SPEAR Investments I B.V.

(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the

laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)

Shareholder Circular relating to the proposed extension of the Business Combination Deadline

including

Convocation of and agenda for extraordinary general meeting of Shareholders of SPEAR Investments I B.V.

This document is a circular and a convocation (the Circular) relating to the proposal by SPEAR Investments I B.V. (the Company or SPEAR) to extend the Business Combination Deadline (as defined below). The prospectus for the Company's initial public offering, dated 9 November 2021 (the SPEAR IPO Prospectus), provides that the Company has 15 months from the Settlement Date (15 November 2021), being 15 February 2023 (the Initial Business Combination Deadline) to complete a Business Combination (as defined below). It is envisaged, without any obligation on the Company, that the Initial Business Combination Deadline may be extended with the approval of the Shareholders (as defined below) and against payment by the Promote Investors to the Escrow Account (as defined below) of additional funds in respect of each extension (such Initial Business Combination Deadline, whether extended or not, the Business Combination Deadline).

The Company proposes to extend the Business Combination Deadline on the basis of a new extension and repurchase structure, whereby the Company will have a maximum of nine months from the Initial Business Combination Deadline to complete a Business Combination, comprised of (i) an initial three month extension period (the First Extension), against payment by the Company to the Escrow Account of a fixed amount of EUR525,000 (the First Extension Payment), and thereafter (ii) the Board (as defined below) will have the right (the Board Extension Right) to extend the Business Combination Deadline up to six times by an additional month each time (each such extension being a Subsequent Extension), against payment by the Company to the Escrow Account of a fixed amount of EUR175,000 for each such Subsequent Extension (each payment in respect of the Subsequent Extensions being a Subsequent Extension Payment). Each Subsequent Extension Payment equates to a payment of 1 eurocent for each currently outstanding Ordinary Share per month.

It is further proposed that: (i) Ordinary Shareholders be invited between 29 December 2022 and 12 January 2023 (the Pre- Extension Repurchase Period) to offer their Ordinary Shares for repurchase under the Revised Share Repurchase Arrangement (as defined below), provided however that such Ordinary Shares will only be repurchased under this arrangement if Shareholders approve the New Extension Structure (as defined below) at the Extension-EGM (as defined below) and the Board Non-Extension Right (as defined below) lapses without having been exericsed; and (ii) the Share Repurchase Arrangement be revised, subject to shareholder approval at the Extension-EGM, to extend its scope to the repurchase of Ordinary Shares contemplated in (i), and to reflect the revised repurchase amounts pursuant to the First Extension Payment and the Subsequent Extension Payments (the Revised Share Repurchase Arrangement).

The First Extension and the Board Extension Right (as defined above), the Revised Share Repurchase Arrangement and the Board Non-Extension Right, and the corresponding amendments to the Articles of Association (as defined below) (together, the New Extension Structure) are subject to the approval of the Shareholders, as contained in the Convocation.

This Circular is not a prospectus for the purposes of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended and thus has not been approved by, or filed with, the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the AFM). This Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, any security.

The convocation, including the agenda for the Company's extraordinary general meeting of the Shareholders of SPEAR, which will be held virtually on 13 January 2023 (the Extension-EGM), is set out in section 3 of this document

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(the Convocation), and the explanatory notes to the agenda are set out in section 4 of this document. The agenda and explanatory notes thereto constitute an integral part of this Convocation.

This Circular, including the Convocation, is published electronically and in English only (with the exception of the Amendment AoA, which will also be provided in Dutch).

This Circular is dated 2 December 2022

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	TABLE OF CONTENTS
1.	Expected Timetable of Principal Events ....................................................................................................	4
2.	Letter to Shareholders ................................................................................................................................	5
3.	Convocation and Agenda for Extraordinary General Meeting ...................................................................	6
4.	Explanatory Notes to the Agenda for the Extraordinary General Meeting.................................................	9
5.	The New Extension Structure...................................................................................................................	10
6.	Other Important Information ....................................................................................................................	14
7.	Defined Terms..........................................................................................................................................	16

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1. EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event		Date (Time)
Registration Date (record date for voting)		16 December 2022 at 18:00 CET
Repurchase acceptance period (Pre-Extension Repurchase Period) starts		29 December 2022 at 08:00 CET
Deadline for (i) registration for the Extension-EGM and (ii) submitting electronic	6	January 2023 at 17:30 CET
voting instructions or proxies
Repurchase period (Pre-Extension Repurchase Period) ends	12	January 2023 at 18:00 CET
Deadline for submitting questions regarding Extension-EGM agenda items	10	January 2023 at 13:00 CET
Extension-EGM	13	January 2023 at 13:00 CET
Repurchase of Ordinary Shares under the Revised Share Repurchase			15 February 2023
Arrangement and payment of consideration for repurchased Ordinary Shares*

*Provided that Shareholders approve the New Extension Structure at the Extension-EGM and the Board Non-Extension Right lapses without having been exercised.

The dates and times given are based on the Company's current expectations and may be subject to change. Any revised dates and/or times will be notified to the Shareholders, by way of a press release published on the Company's website

(www.spearinvestments.com).

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2. LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the Company, we are pleased to invite you to the Extension-EGM which is to be held virtually on 13 January 2023 at 13:00 CET and to provide you with this Circular.

The purpose of this Circular is to ensure that the Shareholders are adequately informed of the facts and circumstances relevant to the proposals on the agenda for the Extension-EGM. This should enable the Shareholders (to the extent they have voting rights in the general meeting) to vote on the proposed resolutions, including to (i) approve the First Extension and the Board Extension Right; (ii) approve the Revised Share Repurchase Arrangement and the Board Non-Extension Right; and (iii) resolve upon and authorise the amendments to the Articles of Association.

Since the IPO, we have identified and engaged with a number of potential targets for Business Combination, and at the date of this Circular are in preliminary discussions with potential targets. We have not yet selected a target company with which we would propose a Business Combination, but we remain resolute and optimistic, and to this end, are of the view that it would be in the best interest of Shareholders to extend the Business Combination Deadline, so that we may continue our search for a suitable Business Combination. At the same time, we wish to offer Ordinary Shareholders the opportunity to have their Ordinary Shares repurchased under the Revised Share Repurchase Arrangement, but to also offer an incentive to Ordinary Shareholders electing not to so redeem their Ordinary Shares in the form of cash contributions by the Company to the Escrow Account, which contributions will increase the amount available for future repurchases of Ordinary Shares.

This Circular provides detailed information on the proposed New Extension Structure, comprised of the First Extension and the Board Extension Right, the Revised Share Repurchase Arrangement and the Board Non-Extension Right, and corresponding amendments to the Articles of Association, and on a number of related matters. It begins with the convocation of the Extension-EGM and the agenda items and explanatory notes thereto, to be considered and voted upon at the Extension- EGM. It continues with a detailed description of the proposed First Extension and Board Extension Right, the Revised Share Repurchase Arrangement and Board Non-Extension Right, and corresponding amendments to the Articles of Association.

We encourage you to read this Circular and the additional documentation referred to in it carefully. We hope you will agree with the recommendation of the Board to approve the New Extension Structure.

We value and thank you for your continued support and look forward to welcoming you to our Extension-EGM on 13 January 2023.

Yours sincerely,

The Board

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