BigRep SE
(Formerly SMG Technology Acceleration SE)
Société eoropéenne
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE
Registered office: 9, rue de Bitbourg L - 1273 Luxembourg
R.C.S. Luxembourg: B279346
Table of contents
Management report
Corporate governance statement
Report of the Réviseur d'Entreprise Agréé Balance sheet
Profit and loss account
Notes to the annual accounts for the year ended 31 December 2024
Page(s)
1-5
6
7-11
12-16
17-18
19-35
BigRep SEManagement Report
for the year ended 31 December 2024
The Management Board (the "Board") of BigRep SE (hereafter the "Company") submits its management report with the annual accounts of the Company for the year ended 31 December 2024.
Overview
The Company was incorporated in Luxembourg on 27 July 2023 as a special purpose acquisition company (otherwise known as a blank cheque company) and registered with the Luxembourg Trade and Companies Register on 7 August 2023. The Company's initial corporate purpose was the acquisition of one operating business with a principal business operations in a member state of the European Economic Area, the United Kingdom or Switzerland that is based in the technology sector, which encompasses primarily the following verticals: additive manufacturing/3D printing, software as a service (SaaS), and digital infrastructure/bIockchain-based technologies, through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the "Business Combination"). The Company successfully completed the Business Combination on 29 July 2024 using cash from the proceeds of the private placement of the class A shares and class A warrants (see below).
Review and development of the Company's business and financial position
The Company completed its private placement (the "Private Placement") on 27 October 2023 through the issuance of 22.000.000 redeemable class A shares with a par value of EUR 0,00548 (the "Public Shares") and 11.000.000 class A warrants (the "Class A Warrants"). The Public Shares were admitted to trading on the Frankfurt Stock Exchange under the symbol "7GG" on 27 October 2023. The class A warrants were not admitted to trading or listed on the Frankfurt Stock Exchange. One Public Share and one-half (1/2) of a Public Warrant (each, a "Unit"), were sold at a price of EUR 1 per unit representing a total placement volume of EUR 22 million. Effective 31 July 2024, the class A shares of the Company are trading on the Frankfurt Stock Exchange under the new trading symbol "B1 GR".
The sponsor of the Company, SMG Technology Holding S.â r.I. (the "Sponsor"), a wholly owned subsidiary of SMG Holding S.â r.I., subscribed to 21.900.000 class B shares amounting to EUR 120.000. On 26 October 2023, the Sponsor also subscribed to an aggregate 20.000.000 class B warrants (the "Sponsor Warrants") at a total price of EUR 3.000.000,00.
On 20 December 2023, the Company signed a Business Combination Agreement with BigRep GmbH ("BigRep"), a producer of advanced 3D printing solutions which serves a wide range of industries e. g. industrial, business solution and consumer products, automotive, transportation, aerospace and logistics as well as government and education.
On 27 May 2024, the Sponsor sold 13.100.000 class B shares to certain shareholders of the Company.
On 28 May 2024, the Company entered into an Amendment Agreement relating to the Business Combination Agreement signed with BigRep and dated 20 December 2023. In accordance with this Amendment Agreement, the original terms of the Business Combination Agreement were revised.
On 25 July 2024, the Company changed its name from SMG Technology Acceleration SE to BigRep SE.
On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing
21.900.000 class B shares without nominal value into 2.190.000 class B shares without nominal value, and of the existing 22.000.000 redeemable class A shares without nominal value into 2.200.000 redeemable class A shares without nominal value.
On 25 July 2024, the shareholders of the Company approved the creation of a new class of shares, being class C shares, which are redeemable in accordance with article 430-22 of the Luxembourg law
of 10 August 1915 on commercial companies, as amended and the articles of association of the Company, as amended.
On 29 July 2024, the Company completed its business combination with BigRep following the extraordinary general meeting.
On 29 July 2024, as part of the consummation of the Business Combination, an additional 1.560.000 class B shares were issued to the Sponsor for an aggregate subscription price of EUR 85.550,00. All remaining 3,750,000 class B shares were then automatically converted into class A shares of the Company at a ratio of 1 class B share to 1 class A share.
On 29 July 2024, as part of the Business Combination, all outstanding 20.000.000 class B warrants held by the Sponsor were cancelled against no consideration. As a result, the reserve for class B warrants was reversed and a financial income in the amount of EUR 3.000.000,00 was recognized during the financial year.
On 29 July 2024, as part of the Business Combination, the shares in BigRep GmbH were acquired in exchange of the issuance of 8.625.418 new Class A shares without nominal value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86.254.184,00, of which EUR 472.692,93 was allocated to the share capital, and EUR 85.781.491,07 was allocated to the share premium. On the same date, 2.100.000 class C shares were issued to certain public shareholders of the Company. The subscription price for these newly issued class C shares was settled by way of an exchange of existing 2.100.000 class A shares held by these shareholders, which were redeemed by the Company.
On 30 July 2024, in connection with the Business Combination, the Company redeemed 95.267 class A shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of EUR 952.629,00.
Financial performance highlights
As a blank cheque company, the Company did not have an active business until 29 July 2024. The Company and its subsidiaries did not generate revenue during the period ended 29 July 2024. The Company's activities for the period ended 29 July 2024, subsequent to the completion of the Private Placement and listing on the Frankfurt Stock Exchange, were those necessary to identify a target company for a Business Combination and the potential acquisition. The Company incurred expenses (legal, financial reporting, accounting and auditing compliance, and directors' fees) as a result of being a public company.
The net loss of the Company for the year ended 31 December 2024 was EUR 90.599.471,34 (2023: net loss of EUR 4.185.133,17), primarily due to the impairment of shares in affiliated undertakings in the amount of EUR 73.018.119,00 and the impairment of own shares in the amount of EUR 18.001.155,78. On 30 July 2024, the Company redeemed 2.195.263 of its own class A public shares, of which 2.100.000 were redeemed against the issuance of 2.100.000 class C preferred shares, and the remaining 95.263 were redeemed against a cash settlement of EUR 952.629,00.
Financial position highlights
The Company's main asset accounts refer to the investment in shares in affiliated undertaking in BigRep GmbH, investment in own shares, and loans and receivables from BigRep GmbH. The balance sheet also has a significant capital and reserves in relation to the issuance of its class A and C shares.
Principal risk and uncertainties
The Company has analysed the risks and uncertainties to which its business is subject, and the Management Board of the Company has considered their potential impact, their likelihood, controls that the Company has in place and steps the Company can take to mitigate such risks. /Vith regards to the risks previously identified in relation to the Business Combination, these are no longer applicable as, on 20 December 2023, the Company signed a Business Combination Agreement with BigRep GmbH, which was later completed with an Amendment Agreement dated 28 May 2024, and on 29 July 2024, the Company completed is business combination with BigRep GmbH following the extraordinary general
meeting of shareholders. The Company's principal risks and uncertainties can be summarised as follows:
Risk
Likelihood
Mitigating factors
Legal and regulatory
The Company may be adversely affected by changes to the regulations, law, account and general tax environment in Luxembourg and Germany as well as the jurisdiction which the target business is subject to.
Low
The Company is continuously monitoring
the ongoing legal and regulatory landscape. Moreover, the Management and the Supervisory Board are supported by leading service providers on the respective legal, accounting and tax domains to ensure the Company is current on all relevant changes.
Market cone/itions
High
Market conditions are closely monitored at
The Company may be adversely
Group level. For more details, please refer
affected by market conditions and
to the Group management report in the 31
events (e.g., the conflict between
December 2024 consolidated financial
Russia and Ukraine, import tariffs put in
statements of the Group.
place in the United States and the
ongoing trade tensions between a
number of countries, changes in
interest rates) which might lead to a
performance below expectations of the
company after business combination.
The other risks surrounding the Company are further disclosed in the Group management report within the 31 December 2024 consolidated financial statements of the Group.
Risk management, internal control and corporate governance
The Company's approach to risk management, internal control and corporate governance is consistent with that applied to affiliates in the BigRep SE Group and are detailed in the Group Management Report.
Financial risk management objectives and policies
As of 31 December 2024, the Company has EUR 3.290.527,87 in cash and cash equivalents (31 December 2023: EUR 2.915,69) and EUR 6.221.328,43 in debtors (31 December 2023: EUR 3.018.554,53), of which EUR 1.371.328,43 is becoming due and payable within one year (31 December 2023: EUR 3.018.554,53). Trade and other payables as at 31 December 2024 amount to EUR 1.324.113,09 (31 December 2023: EUR 3.337.329,94).
The Company has a positive equity of EUR 35.425.079,49 as at 31 December 2024 (31 December 2023: positive equity of EUR 21.684.866,83). The Management Board believes that the funds available to the Company are sufficient to pay costs and expenses incurred by the Company.
The Management Board regards the Company's overall risk position as appropriate, provided that the restructuring and recapitalization measures described in the corresponding ad-hoc announcement are implemented as planned and on schedule. Any delays or deviations in implementation could adversely affect the Company's risk profile and additional measures could become necessary. Management is confident that BigRep will return to its historically proven growth path in 2025 fuelled by the new printer model VIIO introduced in 2024 and the IPSO and ALTRA models acquired with Hage3D.
Since 29 July 2024, the Company conducts its operations in line with the activities of BigRep GmbH.
Beside the above, the Company identified related financial risks and has considered their potential impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the Company are liquidity risks and credit risks.
Annual Accounts of BigRep SE
The Annual Accounts of BigRep SE are shown on page 12 to page 34. These were prepared in accordance with Luxembourg's legal and regulatory requirements and using the going concern basis of accounting described above.
The net loss for the year ended 31 December 2024 was EUR 90.599.471,34 (2023: net loss of EUR 4.185.133,17) and is mainly due to the impairment of shares in affiliated undertakings, impairment of the Company's own shares, external expenses, and finance costs. It is proposed that the net loss for the year ended 31 December 2024 be allocated to profit and loss brought forward at 1 January 2025.
Related party transactions
Please see Notes 3, 4, 7 and 10 to the annual accounts.
Research and development
The Company did not have any activities in the field of research and development during the financial year ended 31 December 2024 and financial period ended 31 December 2023.
Transactions in own shares
During the year, as a result of the redemptions that were carried in connection with the Business Combination, the Company acquired 2.195.263 of its own class A public shares at a price of approximately EUR 10,00 per share. Of these 2.195.263 class A public shares, 2.100.000 were redeemed against the issuance of 2.100.000 class C preferred shares, and the remaining 95.263 were redeemed against a cash settlement of EUR 952.629,00. As at 31 December 2024, the fair value of the own shares was estimated to be EUR 1,80 per share, consequently the Company recorded an impairment in the amount of EUR 18.001.155,78.
Branches
The Company has no branches as at 31 December 2024.
Outlook
This fiscal year will continue to be challenging for business development due to market uncertainties and the competitive situation. In addition to the continued implementation of agreed organizational measures to reduce costs, the base product cost will also be evaluated and measures for improvement will be implemented in 2026. At the time of publication, tariffs are being considered for the US market, which would negatively impact a key sales market for BigRep.
The rollout of the young product lines on a global level will open an opportunity for BigRep in new industries. Our core strategic approach and our business model offering large format printers as open AM solutions in combination with our high focus on customer satisfaction will help us to differentiate furthermore in the market. Nevertheless, 2025 will therefore be a year of both organizational and technical consolidation, but with targeted growth through the new product lines. We expect significant revenue growth for the 2025 fiscal year, to return close to the 2023 revenue level.
We anticipate, provided that the restructuring and recapitalization measures described in the corresponding ad-hoc announcement are implemented as planned and on schedule, generating negative EBITDA due to planned market investments in our new product lines and investments in the product cost base. We expect a negative result in 2025. Our targeted break-even point in 2026 remains unchanged.
Events after the reporting period Please refer to Note 16 to the annual accounts.
Luxembourg, 18 December 2025
UI§j FIIOFI VOFI :
Thomas Janics-Jakomini
Member of the Management Board
BigRep SECorporate Governance Statement by the Management Board for the year ended 31 December 2024
The Management Board of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Company with reasonable accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Company's business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Company declares that, to the best of our knowledge, the audited annual accounts for the year ended 31 December 2024, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair view of the assets, liabilities, financial position as of that date and results for the year then ended.
In addition, management's report includes a fair review of the development and performance of the Company's operations during the year and of business risks, where appropriate, faced by the Company, as well as other information required by Article 68 of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended.
Luxembourg, 18 December 2025
Signiert von:
CB1 D51ADFA004E8...
Thomas Janics-Jakomini
Member of the Management Board
m1aOzTaVr/sS
5, rue Guillaume J. Kroll L-1882 Luxembourg
Luxembourg
Tel +352 27 114 1
forvismazars.com/Iu
To the Shareholders of BigRep SE
R.C.S. Luxembourg B279346
9, rue de Bitbourg
L-1273 Luxembourg
REPORT OF THE REVISEUR D'ENTREPRISES AGREE
Report on the Audit of the Financial Statements Opinion
We have audited the financial statements of BigRep SE (the "Company"), which comprise the balance sheet as of 31 December 2024, and the profit and loss account for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as of 31 December 2024, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the "Responsibilities of "réviseur d'entreprises agréé" for the Audit of the Financial Statements" section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
7
Société Anor¥y me - RO^2 Wxambourg B1S9962 - TBA iMr acommunautaire : LU2466S334
Automation MinJstérielle M" Tg 062 199
maOzTaVv/sSMaterial Uncertainty on Going Concern
We draw attention to note 2.2 in the annual accounts which indicates that the ability of the Company to continue as a going concern depends on the ability of its operating subgroup, BigRep GmbH, to do the same.
As of 31 December 2024, the Company has total capital and reserves amounting to EUR 35.4 million, amounts owed by affiliated undertakings amounting to EUR 4.90 million, other debtors amounting to EUR 1.32 million and financial assets, representing shares in BigRep GmbH (the operational subgroup) amounting to
EUR 23.24 million.
Management has prepared a budget at Group level which projects sufficient liquidity for at least the next twelve months from the report date. This budget is based on planned sales growth, efficiency measures including cost reductions, and measures to improve working capital. Post closing, the Company also entered into a restructuring agreement with its major shareholders, including a committed capital increase and the extension of shareholder loans, and obtained additional interim financing from shareholders.
The successful implementation of these measures is subject to risks and uncertainties, and cash flow generation may be affected by external factors such as demand, inflation, supply chain conditions and regulatory developments.
Furthermore, in November 2025 the Company initiated a private placement of Convertible Notes to strengthen medium-term financing.
These events or conditions, along with other matters as set forth in note 2.2 in the financial statements indicate that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern.
Our opinion is not modified in respect of this matter.
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 the 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.
Key audit matter: | Valuation of the (â supprimer) Investments in Affiliated Undertakings |
Description of key audit matter: | BigRep SE holds shares in affiliated undertakings BigRep GmbH with a gross book value of EUR 96 million as of 31 December 2024 as disclosed in Note 3 of the financial statements. As of 31 December 2024, the Company recorded an impairment on its investment in BigRep GmbH of EUR 73 million. As stated in Note 2.3.3 to the financial statements, shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto. In case of durable decline in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. |
These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. The impairment of shares in affiliated undertakings is considered a key audit matter due to the significant judgment required in evaluating indicators of impairment and estimating their recoverable amount. | |
Our response: | Our audit procedures in relation to the impairment assessment of the shares in affiliated undertakings included the following, among others:
|
Other information
The Management Board is responsible for the other information. The other information comprises the information stated in the management report from page 1 to 5 and the Corporate Governance Statement on page 6 but does not include the financial statements and our report of the "réviseur d'entreprises agréé" thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.
Responsibilities of the Management Board and Those Charged with Governance for the Financial Statements
The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Management Board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
maOzTaVv/sSThe Management Board is also responsible for presenting and marking up the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended ("ESEF Regulation").
In preparing the financial statements, the Management Board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process
Responsibilities of the "réviseur d'entreprises agréé" for the Audit of the Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism 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 the Management Board.
Conclude on the appropriateness of Management Board use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty 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 report of the "réviseur d'entreprises agréé" 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 report of the "réviseur d'entreprises agréé". 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 in a manner that achieves fair presentation.
Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
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 to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
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 report unless law or regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as "Réviseur d'Entreprises Agréé" by the Annual General Meeting of the Shareholders on 29 May 2024 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 2 years.
The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the financial statements of the Company as of 31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements.
For the Company, it relates to financial statements prepared in valid xHTML format.
In our opinion, the financial statements of the Company as of and for the year ended 31 December 2024 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit.
Luxembourg, 23 December 2025
For Forvis Mazars, Cabinet de révision agréé 5, rue Guillaume J. Kroll
L-1882 LUXEMBOURG
305E8B7D69EF4B4...
Oana BENTEL Réviseur d'entreprises agréé
BEULSGP20250825T16245201 003 Page 1/5
RCSL Nr. : B279346 | Matricule : 2023 8400 016 |
eCDF entry date: |
Annual Accounts Helpdesk:
Tel. : (+352) 247 88 494
Email : centralebilans@statec.etat.lu
BsLANCE SHEET
Financial year from " 01/01/2024 to q, 31/12/2024 in o3 EUR
Big Rep SE
9, rue de Bitbourg
L-1273 Luxembourg
ASSETS
Reference(s)
Current year
Previous year
Subscribed capital unpaid , , , Subscribed capital not called " " "
Subscribed capital called but
unpaid " " "
Formation expenses
11 07
07 08
Fixed assets
i» 23.265.297,12 i,
22.000.726,55
Intangible assets
Costs of development
Concessions, patents, licences, trade marks and similar rights
and assets, if they were
acquired for valuable consideration and need not be
shown under C.1.3
created by the undertaking
1117
117 118
itself
Goodwill, to the extent that it was acquired for valuable
consideration
Payments on account and intangible assets under
development
Tangible assets
Land and buildings
Plant and machinery
Other fixtures and fittings, tools and equipment
Payments on account and tangible assets in the course
of construction
Financial assets
3 23.265.297,12 ›‹
22.000.726,55
Shares in affiliated undertakings
37 23.265.297,12 ›s 22.000.726,55
Loans to affiliated undertakings
Participating interests "
Loans to undertakings with which the undertaking is linked by virtue of participating
interests "
Investments held as fixed assets
Other loans
1J47
147
Current assets Stocks
Raw materials and consumables
13.463.329,52 s, 3.021.470,22
Work in progress
Finished goods and goods for resale
Payments on account Debtors
Trade debtors
becoming due and payable
1J57
157
4 ‹›
6.221.328,43 ‹,
3.018.554,53
within one year
becoming due and payable
1J67
67 68
after more than one year
Amounts owed by affiliated
169 170
undertakings
becoming due and payable within one year
becoming due and payable after more than one year
Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests
becoming due and payable within one year
becoming due and payable after more than one year
a) becoming due and payable within one year
ss 1.317.759,00
s‹ 117.747,86
b) becoming due and payable after more than one year
1J87
187
188
Other debtors
1J7J
1J 73
1J75
1J77
1J79
7J
173
175
77
179
4.903.569,43 72
53.569,43 174
4.850.000,00 176
78
1.317.759,00 s,
2.900.806,67
2.900.806,67
117.747,86
RCSL Nr. : B279346
Reference(s)
BEULSGP202S082ST16245201 003
Matricule : 2023 8400 016
Current year
Page 3/5
Previous year
Investments
is 3.951.473,22 i»
Shares in affiliated undertakings
Own shares
Other investments
,» 3.951.473,22 "
Cash at bank and in hand
1J 97
197
3.290.527,87 os
2.915,69
Prepayments
TOTAL (ASSETS)
20.565,94 ,»
, , 36.749.1 92,58 , , 25.022.196,77
RCSL Nr. : B279346
Reference(s)
BEULSGP20250825T16245201 003
Matricule : 2023 8400 016
CAPITAL, RESERVES AND LIABILITIES
Current year
Page 4/5
Previous year
Capital and reserves
Subscribed capital
35.425.079,49 ,
793.538,53 "
21.684.866,83
240.560,00
Share premium account 107.452.516,47 ‹ 22.618.440,00
Revaluation reserve
1307
307
Reserves
3.962.473,22 "
3.011.000,00
Legal reserve
Reserve for own shares
Reserves provided for by the
articles of association
Other reserves, including the
3.951.473,22 ",
fa ir value reserve ",
other available reserves ,›,
other non available reserves "»
Profit or loss brought forward
Profit or loss for the financial year
Interim dividends
Capital investment subsidies
Provisions
Provisions for pensions and
similar obligations
Provisions for taxation
" 11.000,00 ,»
ooo,oo
" 13.816.022,61 "
", -90.599.471,34 ",
3.011.000,00
3.011.000,00
-4.185.133,17
Other provisions
1337
?3 7
Creditors
1.324.113,09 ,›‹
3.337.329,94
Debenture loans
143 7
437 438
Convertible loans
becoming due and payable
within one year ",
becoming due and payable
after more than one year i"›
Non convertible loans
becoming due and payable
within one year
becoming due and payable
1447
447 448
after more than one year "
Amounts owed to credit
institutions
becoming due and payable
within one year
becoming due and payable
13S7
after more than one year ns ,s ,«
RCSL Nr. : B279346
BEULSGP202S082ST16245201 003
Matricule : 2023 8400 016
Page S/S
Payments received on account of orders in so far as they are not shown separately as
Reference(s)
Current year
Previous year
deductions from stocks ‹,
becoming due and payable
within one year n‹›
becoming due and payable
after more than one year
Trade creditors
becoming due and payable
1367
?67
650.965,16 ,‹s
3.188.276,24
within one year ›‹
becoming due and payable
650.965,1 6 370
3.188.276,24
after more than one year
Bills of exchange payable
becoming due and payable within one year
becoming due and payable after more than one year
Amounts owed to affiliated
137J
1373
1375
1377
37J
373
377
372
374
?76
378
undertakings
becoming due and payable
1379
?79
444.994,84 ,s
91.450,00
within one year ns,
becoming due and payable
after more than one year ›s›
Amounts owed to undertakings with which the undertaking is linked by virtue of participating
interests "
becoming due and payable
444.994,84 ,s,
91.450,00
within one year
becoming due and payable
1387
387 388
after more than one year ns
Other creditors
Tax authorities
Social security authorities
57.603,70
36.750,00
Other creditors
becoming due and
1397
397 1 1 7.518,02 s 20.853,70
payable within one year ,»
becoming due and payable after more than
one year i, ,
Deferred income
1 1 7.518,02 ,»
20.853,70
TOTAL (CAPITAL, RESERVES AND LIABILITIES) , 36.749.1 92,58 , ‹ 25.022.196,77
BEULSGP20250825T16245201 002 Page 1/2
RCSL Nr. : B279346 | Matricule : 2023 8400 016 |
eCDF entry date: |
Annual Accounts Helpdesk:
Tel. : (+352) 247 88 494
Email : centralebilans@statec.etat.lu
PROFIT AND LOSS ACCOUNT
Financial year from " 01/01/2024 to q, 31/12/2024 in o3 EUR
Big Rep SE
9, rue de Bitbourg
L-1273 Luxembourg
Net turnover
Variation in stocks of finished goods and in work in progress
Work performed by the undertaking for its own purposes and capitalised
Reference(s)
1701
1703
1705
701
703
705
Current year
702
704
706
Previous year
Other operating income
Raw materials and consumables and
other external expenses
713
671
32.000,00 714
-3.159.239,17 672
97.747,86
-3.187.392,47
Raw materials and consumables
Other external expenses
Staff costs
-3.159.239,17 ‹ ,
-23.000,04 ‹ ‹
-3.187.392,47
Wages and salaries
1607
607
-23.000,04 ‹ s
Social security costs
relating to pensions
other social security costs
Other staff costs
Value adjustments
in respect of formation expenses and of tangible and intangible
6S7
6S7
372.264,76 ‹ss
-657.525,11
fixed assets ‹,v
in respect of current assets
Other operating expenses ‹"
372.264,76 «,
-517.979,74 ‹"
-657.525,11
-409.190,00
RCSL Nr. : B279346
Reference(s)
BEULSGP202 S082ST1624S 201 002
Matricule : 2023 8400 016
Current year
Page 2/2
Previous year
Income from participating interests
derived from affiliated undertakings
other income from participating interests
1719
71 S
717
719
716
718
720
Income from other investments and
loans forming part of the fixed assets "
derived from affiliated undertakings "
other income not included under a) "
72 1
723
72 S
724
726
Other interest receivable and similar income 7
derived from affiliated undertakings "
1 0 727
729
3.687.803,32 728
5 3.569,43 730
other interest and similar income
1731
73 1
3.634.233,89 732
Share of profit or loss of undertakings accounted for under
the equity method ",
Value adjustments in respect of financial assets and of investments
held as current assets «,
Interest payable and similar expenses 7
concerning affiliated undertakings ‹,v
other interest and similar expenses ‹"
Tax on profit or loss
1667
667
-90.598.936,34
«s
-4.185.133,17
637
-535,00
"
-90.599.471,34
670
-4.185.133,17
Profit or loss after taxation
Other taxes not shown under items 1 to 16
Profit or loss for the financial year
11
627
-90.990.769,21 «
-16,26 ‹,s
-16,26 ‹›,
-28.773,45
GENERAL
BigRep SE (formerly SMG Technology Acceleration SE and hereinafter the "Company" or "Parent") was incorporated on 27 July 2023 (date of incorporation per the deed of incorporation in front of the notary) in Luxembourg as a European company ("Société Européenne" or "SE") based on the laws of the Grand Duchy of Luxembourg ("Luxembourg"). The Company is registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, in abbreviated "RCS") under the number B279346 since 7 August 2023 for an unlimited period. The Company is a listed entity with its class A shares traded in the regulated market of Frankfurt Stock Exchange under the symbol "7GG" since 27 October 2023. Effective 31 July 2024, the Class A shares of the Company are trading on the Frankfurt Stock Exchange under the new trading symbol "B1 GR". The Class A Warrants are not admitted to trading or listed on the Frankfurt Stock Exchange.
On 25 July 2024, the name of the Company was changed from SMG Technology Acceleration SE to BigRep SE, and the articles of association of the Company were fully restated, effective as of that date. The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.
The Company's governing bodies are the Management Board, the Supervisory Board and the shareholders' meeting. The Company is managed by its Management Board under the supervision and control of the Supervisory Board. This two-tier governance structure was resolved by an extraordinary shareholders' meeting of the Company held on 25 September 2023.
Until 30 July 2024, the Management Board was composed of four members: Dr. Stefan Petrikovics (Chief Executive Officer), René Geppert (Chief Operating Officer), George Aase (Chief Financial Officer) and Werner Weynand (Chief Administration Officer). On 30 July 2024, Dr. Stefan Petrikovics, René Geppert, George Aase, and Werner Weynand resigned from the Management Board, and Dr. Sven Thate (Chief Executive Officer) and Dr. Reinhard Festag (Chief Financial Officer) were appointed to the Management Board. On 1 November 2024, Dr. Sven Thate resigned from the Management Board, and Thomas Janics-Jakomini was appointed to the Management Board.
Until 30 July 2024, the Supervisory Board was composed of Ewald Weizenbauer (Chairman), Rhett Oudkerk Pool, Benoit de Belder and Dr. Geza Toth-Feher Lord of Kennal. On 30 July 2024, Ewald Weizenbauer, Rhett Oudkerk Pool, Benoit de Belder and Dr. Geza Toth-Feher Lord of Kennal resigned from the Supervisory Board and Dr. Peter Smeets (Chairman), Florian Hampel (Vice-Chairman), Philipp Prechtl, Tommy Grosche and Isabella de Krassny were appointed to the Supervisory Board. The Audit Committee is composed of Philipp Prechtl (Chairman of the Audit Committee) and Florian Hampel.
The Company has been originally established for the purpose of acquiring one operating business with principal business operations in a member state of the European Economic Area (the "EEA Member States"), the United Kingdom or Switzerland that is based in the technology sector, which encompasses primarily the following verticals: additive manufacturing/3D printing, software as a service (SaaS), and digital infrastructure/bIockchain-based technologies, through a merger, capital stock exchange, share purchase, asset acquisition, reorganization, or similar transaction and forming a business combination with such operating business (the "Business Combination"). The Company will not conduct operations or generate operating revenue unless and until the Company consummates the Business Combination. The Company will have 12 months from the date of the admission to trading (the "Business Combination Deadline") to consummate a Business Combination.
On 20 December 2023, the Company has signed a Business Combination Agreement with BigRep GmbH, which was later supplemented with an Amendment Agreement dated 28 May 2024. On 29 July 2024, the Company completed its business combination with BigRep following the extraordinary general meeting of shareholders.
Upon closing of the Business Combination on 29 July 2024, the above Company's purpose ceased to apply. Pursuant to article 2 of the current articles of association, the Company's purpose is now the creation, holding, development and realization of a portfolio, consisting of interest and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities,
whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio.
The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company.
The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.
The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes.
Unlike other forms of companies, a Societe Europeenne only exists from the date of publication of its statutes with the RCS. Accordingly, the comparative period on these annual accounts was prepared in accordance with Luxembourg legal and regulatory requirements from 07 August 2023 (date of registration of the Company with the RCS) to 31 December 2023. Any act performed and any transaction carried out by the Company between the date of incorporation and the date of registration is considered to emanate from the Company and is therefore included in the annual accounts. The Company's financial year runs from 1 January to 31 December.
The Company also prepares consolidated financial statements under International Financial Reporting Standards as adopted by the European Union. The consolidated financial statements are published in accordance with the European Single Format regulation on the Company's website (https://biqrep.com/}.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
These annual accounts have been prepared in accordance with the Luxembourg legal and regulatory requirements under the historical cost convention and under the going concern assumption.
The accounting and valuation methods are determined and implemented by the Management Board, apart from the regulations of the law of 19 December 2002.
The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Management Board believes that the underlying assumptions are appropriate and that the annual accounts therefore present fairly the financial position and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Going Concern
These annual accounts have been prepared on a going concern basis, which assumes that the Company will be able to meet all its financial commitments during the foreseeable future.
As of 31 December 2024, the Company has net assets amounting to EUR 35,4 million, amounts receivable from other Group entities amounting to EUR 4,90 million, Receivables from other entities (considered as affiliated undertakings before the Business Combination) amounting to EUR 1,32 million and financial assets representing mainly shares in BigRep GmbH (the operational subgroup) in the amount of EUR 23,24 million.
The Company's ability to continue as a going concern depends on the ability of its operating subgroup, BigRep GmbH, to do the same.
Management has prepared a budget at Group level which projects sufficient liquidity for at least the next twelve months from the report date. This budget is based on planned sales growth, efficiency measures including cost reductions, and measures to improve working capital. Post closing, the Company
also entered into a restructuring agreement with its major shareholders, including a committed capital increase and the extension of shareholder loans, and obtained additional interim financing from share-
holders. Furthermore, in November 2025 the Company initiated a private placement of Convertible Notes to strengthen medium-term financing. For further details please refer to Note 16.
The successful implementation of these measures is subject to risks and uncertainties, and cash flow generation may be affected by external factors such as demand, inflation, supply chain conditions and regulatory developments.
These events and conditions, along with the other matters indicate that a material uncertainty exists that may cast significant doubt on the BigRep SE's ability to continue as a going concern. The annual accounts have been prepared on a going concern basis.
Significant accounting policies
The following are the significant accounting policies and valuation rules adopted by the Company in the preparation of these annual accounts.
Foreign currency translation
The Company maintains its books and records in Euro ("EUR"). The balance sheet and the profit and loss account are expressed in EUR.
Translation of foreign currency transactions
Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates of the transactions.
Translation of foreign currency balances as at the balance sheet date
Financial assets denominated in currencies other than EUR are translated at the historical exchange rates;
Other assets denominated in currencies other than EUR are translated at the lower between the exchange rate prevailing at the balance sheet date and historical exchange rate;
Creditors denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and historical exchange rate; and
Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the profit and loss account. Unrealized exchange gains are not recognized unless they arise from cash at bank and in hand.
Formation expenses
Formation expenses include costs and expenses incurred in connection with the incorporation of the Company and subsequent capital increases. Formation expenses are charged to the profit and loss account of the year in which they were incurred.
Financial assets
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
In case of durable decline in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply.
Cash at bank and in hand
Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.
Investments
Investments consist of own shares purchased by the Company. Own shares are presented as assets and are initially measured at acquisition cost. Cost is determined using the weighted average method. Own shares are subsequently remeasured at the lower of cost or market value. They are subject to value adjustments where their recovery is compromised. These value adjustments are reversed when the reasons for which the value adjustments were made have ceased to apply.
In accordance with Luxembourg law, a non-distributable reserve for own shares is created under capital and reserves section and an amount from the share premium is allocated to the reserve for own shares to equal to the value of the own shares.
Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year.
Provisions
Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption "Other creditors becoming due and payable within one year". The advance payments are shown in the assets of the balance sheet under the "Other debtors becoming due and payable within one year" item.
Creditors
Creditors are recorded at their reimbursement value.
Expenses
Expenses are accounted for on an accrual basis.
Income tax
The Company is subject to income taxes in Luxembourg.
Warrants
The Company has issued class A warrants and class B warrants, which under Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements are recorded as equity. When such warrants are expected to be equity settled, the Company does not book any provision to cover any surplus of the fair value of those warrants compared to the amounts booked in Other non-available reserves, as the Company will not suffer any loss in relation to those warrants in the future.
FINANCIAL ASSETS
Movements in financial assets during the year are as follows:
Shares in affiliated undertakings
EUR
2024
Gross book value - opening balance
22.029.500,00
Additions for the year
96.254.184,00
Repayments for the year
-22.000.000,00
Gross book value - closing balance
96.283.684,00
Accumulated value adjustment - opening balance
-28.773,45
Allocation of value adjustments for the year
-73.018.119,00
Reversals of value adjustments for the year
28.505,57
Accumulated value adjustment - closing balance
-73.018.386,88
Net book value - opening balance
22.000.726,55
Net book value - closing balance
23.265.297,12
On 7 August 2023, the Company incorporated SMG Technology Advisors Verwaltungs GmbH for an amount of EUR 27.500,00 and SMG Technology Advisors GmbH & Co. KG for EUR 2.000,00.
On 31 October 2023, the Company contributed proceeds from the class A shares subscription (Note 6) totaling to EUR 22.000.000,00 into SMG Technology Advisors GmbH & Co. KG. These funds were held in an escrow account by SMG Technology Advisors GmbH & Co. KG.
On 29 July 2024, following the successful completion of the Business Combination,
SMG Technology Advisors GmbH & Co. KG repaid to the Company the capital contribution in the total amount of EUR 22.000.000,00 from the cash held in escrow, and
The Company acquired 100% equity interests in BigRep GmbH in exchange of the issuance of
8.625.418 new Class A shares without nominal value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86.254.184,00.
On 1 August 2024, the Company further contributed EUR 10.000.000,00 to the equity of BigRep GmbH.
As at 31 December 2024, the Management Board recognized an impairment on its investment in BigRep GmbH in the amount of EUR 73.018.119,00.
As at 31 December 2024, the Management Board reversed an impairment previously recognized on its investments in SMG Technology Advisors Verwaltungs GmbH amounting to EUR 1.179,44 and SMG Technology Advisors GmbH & Co. KG amounting to EUR 27.326,13.
Shares in affiliated undertakings as at 31 December 2024 consist of the following:
Name of
Ownership %
COST OF
Last balance
Net equity as at
(Loss) / Profit as at
undertakings
Registered office
/ Contribution
acquisition
EUR
sheet date
31/12/2024*
EUR
31/12/2024*
EUR
SMG Technology
Alte Mainzer Gasse 55,
Advisors Verwaltungs GmbH
100%
27.500,00
31/12/2024
27.232,12*
1.179,44*
100%
2.000,00
31/12/2024
190.605,97*
-215.332,10*
100%
96.254.184,00
31/12/2024
2.640.001,44*
-13.388.517,81*
D-60311 Frankfurt a.
Main, Germany
SMG Technology Alte Mainzer Gasse 55, Advisors GmbH & D-60311 Frankfurt a. Co. KG Main, Germany
BigRep GmbH
Gneisenaustr. 66, D-
10961 Berlin, Germany
* Based on unaudited stand-alone accounts.
DEBTORS
Debtors are composed of the following:
Becoming due and payable within one
Becoming due and payable after more than
year
EUR
one year
EUR
31/12/2024
EUR
31/12/2023
EUR
Amounts due from affiliated undertakings
253.693,69
4.850.000,00
5.103.693,69
3.656.079,64
Other debtors
1.402.895,09
-
1.402.895,09
20.000,00
Value adjustments
-285.260,35
-
-285.260,35
-657.525,11
Total
1.371.328,43 4.850.000,00 6.221.328,43 3.018.554,53
Amounts due from affiliated undertakings
Amounts due from affiliated undertakings as at 31 December 2024 comprise of the following:
Becoming due and payable after more than one year
EUR 4.850.000,00 long-term interest-bearing loan granted to BigRep GmbH. This loan bears 5% interest per annum and will mature on 31.12.2029.
Becoming due and payable within one year
EUR 167.597,59 short-term interest-free advances made to SMG Technology Advisors GmbH & Co. KG;
EUR 53.569,43 accrued interest on long-term interest-bearing loan granted to BigRep GmbH;
EUR 32.000,00 short-term interest-free receivable from SMG Technology Advisors Verwaltungs-GmbH from the recharge of operating costs; and
EUR 526,67 short-term interest-free advances made to SMG Technology Advisors Verwaltungs-GmbH.
Other debtors
Other debtors as at 31 December 2024 comprise of the following:
Becoming due and payable within one year
EUR 634.233,89 short-term interest-free receivable from SMG Holding S.â r.I. relating to the reimbursement of excessive Business Combination transaction costs, in accordance with the terms in the Business Combination Agreement;
EUR 669.810,11 short-term interest-free loan granted to SMG Holding S.â r.I.;
EUR 47.851,09 short-term interest-free advances made to SMG Hospitality SE.;
EUR 26.000,00 short-term interest-free advances made to Directors; and
EUR 25.000,00 short-term interest-free advances made to SMG Holding GmbH.
Value adiustments
As of 31 December 2024, a negative value adjustment in the amount of EUR 285.260,35 was recognized on the following:
EUR 167.597,59 on amounts due from SMG Technology Advisors GmbH & Co. KG (2023: no value adjustment);
EUR 47.851,09 on amounts due from SMG Hospitality SE (2023: no value adjustment);
EUR 32.526,67 on amounts due from SMG Technology Advisors Verwaltungs-GmbH (2023: no value adjustment);
EUR 25.000,00 on amounts due from SMG Holding GmbH (2023: no value adjustment);
EUR 12.285,00 on amounts due from SMG Holding S.â r.I. (2023: negative value adjustment of EUR 657.525,11).
OWN SHARES
During the year, the Company acquired 2.195.263 of its own Public Shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of EUR 21.952.629,00. As at 31 December 2024, the fair value of the own shares was at price of EUR 1,80 per share, consequently the Company recorded an impairment in the amount of EUR 18.001.155,78. As at 31 December 2024, the Company holds 2.195.263 Public Shares as own shares, which are reflected at their market price and amount to EUR 3.951.473,22.
Docusign Envelope ID: A6DD5723-9E1 C-49D8-AE9F-80334FF98010
BigRep SE
Notes to the annual accounts for the year ended 31 December 2024 (Expressed in EUR)
CAPITAL AND RESERVES
Movements during the year are as follows: | |||||||
Subscribed | Share premium | Reserve for own | Other non-available | Profit or loss | Profit or loss for | ||
capital | account | shares | reserves | brought forward | the financial year | Total | |
EUR | EUR | EUR | EUR | EUR | EUR | EUR | |
Opening balance at 01/01/2024 | 240.560,00 | 22.618.440,00 | - | 3.011.000,00 | - | -4.185.133,17 | 21.684.866,83 |
Cancellation of 20.000.000 Class B warrants against no consideration, as part of Business Combination | -3.000.000,00 | - | - | -3.000.000,00 | |||
Issuance of 1.560.000 class B shares, as part of Business Combination | 85.500,00 | - | - | - | 85.500,00 | ||
Issuance of 86.254.184 redeemable class A shares to BigRep GmbH shareholders in exchange of 100% equity interest in BigRep GmbH, as part of Business Combination | 472.692,93 | 85.781.491,07 | - | - | 86.254.184,00 | ||
Redemption of 2.100.000 class A shares, as part of Business Combination | -115.074,00 | -20.884.926,00 | 21.000.000,00 | - | |||
Issuance of 2.100.000 redeemable class C shares, as part of Business Combination | 115.080,00 | 20.884.920,00 | - | - | 21.000.000,00 | ||
Conversion of all remaining 3,750,000 class B shares into class A shares at a ratio of 1 class B share to 1 class A share, as part of Business Combination | |||||||
Redemption of 95.267 class A shares as part of Business Combination | -5.220,40 | -947.408,60 | 952.629,00 | ||||
Impairment of own shares | - | -18.001.155,78 | - | 18.001.155,78 | |||
Allocation of prior period's results to profit or loss brought forward | - | -4.185.133,17 | 4.185.133,17 | - | |||
Results for the financial year | - | - | -90.599.471,34 | -90.599.471,34 | |||
Closing balance as at 31.12.2024 | 793.538,53 | 107.452.516,47 | 3.951.473,22 | 11.000,00 | 13.816.022,61 | -90.599.471,34 | 35.425.079,49 |
- 27 -
Docusign Envelope ID: A6DD5723-9E1 C-49D8-AE9F-80334FF98010
BigRep SE
Notes to the annual accounts for the year ended 31 December 2024 (Expressed in EUR)
Share capital - Class B shares
As at 31 December 2023, the subscribed share capital for class B shares amounted to EUR 120.000 consisting of 21.900.000 class B shares without nominal value.
On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing
21.900.000 class B shares without nominal value into 2.190.000 class B shares without nominal value.
On 29 July 2024, the day of the consummation of the Business Combination, an additional 1.560.000 class B shares were issued to the Sponsor for an aggregate subscription price of EUR 85.550,00. All remaining 3.750.000 class B shares were then automatically converted into class A shares of the Company at a ratio of 1 class B share to 1 class A share.
As at 31 December 2024, as a result of the above transactions, no class B shares remained in issuance.
Share capital - Class A shares
On 26 October 2023, the Company issued 22.000.000 redeemable class A shares with a par value of approximately EUR 0,00548 per share, together with class A warrants (together, a "Unit") for an aggregate price of EUR 1,00 per Unit, the nominal subscription price per class A warrant being EUR 0,001. The total proceeds amounted to EUR 22.000.000,00 of which EUR 120.560,00 were allocated to class A shares and EUR 21.868.440,00 to the share premium account.
On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing
22.000.000 redeemable class A shares without nominal value into 2.200.000 redeemable class A shares without nominal value.
On 29 July 2024, the Business Combination with BigRep GmbH was completed. The shares in BigRep GmbH were acquired in exchange of the issuance of 8.625.418 new Class A shares without nominal value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86.254.184,00, of which EUR 472.692,93 was allocated to the share capital, and EUR 85.781.491,07 was allocated to the share premium. On the same date, as further described in "Share capital - Class C shares", 2.100.000 class C shares were issued to certain public shareholders of the Company. The subscription price for these newly issued class C shares was settled by way of an exchange of existing 2.100.000 class A shares held by these shareholders, which were redeemed by the Company.
On 30 July 2024, in connection with the Business Combination, the Company redeemed 95.267 class A shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of EUR 952.629,00.
Effective, 31 July 2024, the class A shares of the Company are trading on the Frankfurt Stock Exchange under the new symbol "B1 GR".
As at 31 December 2024, a total of 14.575.418 class A shares are in issue, of which 2.195.263 are held by the Company as own shares.
On 31 December 2024, the market value of share of BigRep SE amounted to EUR 1,80. The decrease between redemption and market price was recognised as an impairment of value of own shares in the amount of EUR 18.001.155,78.
Share capital - Class C shares
On 25 July 2024, the shareholders of the Company approved the creation of a new class of shares, being class C shares, which are redeemable in accordance with article 430-22 of the Luxembourg law
- 28 -
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