Climate Transition Capital Acquisition IB: CTCA1 BV 2021 Annual Report & Financial Statements

This copy of Climate Transition Capital Acquisition I BV’s annual report for the period from incorporation on 29 April 2021 to 31 December 2021 is not in ESEF format as specified by the European Commission in the Regulatory Technical Standard on the ESEF (Regulation (EU) 2019/815). The ESEF reporting package is available at https://climatetransitioncapital.com/investor-resources/

Capital Acquisition Climate Transition I BV

Annual report and financial statements

For the period from incorporation on April 29, 2021 to December 31, 2021

We are pleased to present this annual report for Climate Transition Capital Acquisition 1 BV and we do so at a time of significant global change. The world witnessed the tragic events that unfolded in Ukraine after the Russian invasion. This unprecedented event will have important ramifications for multiple areas of our lives and, in particular, for Europe’s emphasis on a transition away from dependence on fossil fuels.

It seems clear that we have reached a tipping point for the energy transition, driven by last summer’s extreme weather events, the cost of living crisis caused by rising energy prices and inflationary pressures to all levels and now a new strategic imperative, European security. Because if the energy transition directly tackles climate change and reduces energy bills, it also ensures energy independence.

Notable recent announcements aimed at accelerating the energy transition include the European Commission’s REPowerEU initiative, which sets out measures to supply at least the annual equivalent of the 155 billion cubic meters of Russian gas imports, thereby ending Europe’s dependence on Russia by 2027.

Indeed, REPowerEU aims to reduce fossil gas consumption by 100 billion cubic meters by the end of 2022, with national initiatives such as energy efficiency, solar roofs and heat pumps playing a major role in this regard. An example of the simple effectiveness of some of these measures is the estimate that reducing thermostats in European homes and workplaces by just one degree would reduce gas imports by 10 billion cubic meters a year, displacing more than 6% of Russian gas imports.

As the fundamentals of the energy transition grow stronger and more compelling with each new challenge we face – and the need for new capital accelerates – equity markets are held in a period of uncertainty of unknowable duration. .

After a difficult adjustment to a new interest rate cycle, many investors are now waiting on the sidelines as they digest the daily headlines and assess the second-order impacts on their portfolios. New issues have taken a break with a busy pre-Easter IPO schedule pushed back to before the summer or later this year, depending on how geopolitical events unfold.

Although financial market conditions are currently challenging, the CTC’s energy transition opportunity set looks increasingly attractive. The team has broad and deep engagement with high-quality climate leaders and has calibrated its focus on companies most suited to today’s challenges, real companies that are delivering real-world energy transition solutions.

While the energy transition is a multi-decade growth story and the SPAC deal is best suited for high-growth businesses, the CTC team prioritizes attractive businesses that have existing revenue and profitability, as well as long-term growth potential.

I believe CTC will capitalize on the experience, skills and reach of the team, the support of its advisors, its investor relations and its climate mission and I look forward to a successful combination with a transition leader climate at the right time.

Marieke Bax

President, Climate Transition Capital Acquisition I BV

PRESENTATION OF THE COMPANY AND THE GROUP

Climate Transition Capital Acquisition I BV (“CTCA1“or the”Company“) is a Special Purpose Acquisition Company (SPAC) incorporated by Climate Transition Capital Sponsor I LLP (the “Sponsor“) for the purpose of effecting a merger, capital exchange, asset acquisition, stock purchase, reorganization or similar business combination with or acquisition of a business or target entity (a “Trade suit“).

On June 29, 2021, the Company successfully completed a private placement of 19,000,000 “Units”, each entitled to one Ordinary Share and one-third of a Warrant, at a price of €10.00 per Unit raising 190 million euros (the “Offer“). The resulting Units were admitted to listing and trading on Euronext Amsterdam. During a “stabilization period” which ended on July 8, 2021, 39,000 Units were repurchased and then canceled leaving 18,961. 000 Units issued (entitlement to 18,961,000 Ordinary Shares and On August 4, 2021, 35 calendar days after the first trading day, the Units were divided into Ordinary Shares and Warrants which have been listed and traded separately on Euronext Amsterdam since .

100% of the proceeds of the Offering plus €2 million to cover up to €2 million of negative interest (the “Negative interest coverage“) were deposited into a bank account opened by Stichting Climate Transition Capital Escrow (the “Foundation“) and held with ABN AMRO Bank NV in the Netherlands (the “Escrow Account“). Such amounts will only be released pursuant to the terms of an escrow agreement, the principal terms of which are summarized below.

• • In the event of a Business Combination, the Company may use all or a substantial part of the sums held in the Escrow Account to:

  • oh pay the consideration due for the Business Combination, the transaction costs associated with the Business Combination and the additional underwriting costs of the Offer due upon the consummation of a Business Combination;

  • oh repurchase Ordinary Shares pursuant to the repurchase agreements detailed in the Prospectus (see below);

  • oh the Company may apply the balance of cash, if any, released from the escrow account for the general purposes of the target business, including for the maintenance or expansion of its operations.

• • If no business combination is completed within 24 months from the settlement date of July 2, 2021 (the “Business combination deadline“), the Company will use the amounts held in the Escrow Account (less any negative interest due in excess of €2 million) to repurchase Ordinary Shares under the Share Repurchase Agreement and otherwise, to those who do not elect to participate in the Share Repurchase Arrangement, to be distributed in accordance with the liquidation cascade.

The Foundation is ultimately controlled by the Company and is therefore its subsidiary. The Company and the Foundation together form the “Group“.

Further information about the Company, including the Company’s IPO prospectus dated June 23, 2021 (the “Prospectus“), which has been approved by the Dutch Financial Markets Authority, AFM, can be viewed on the Climate Transition Capital website: https://climatetransitioncapital.com/investor-resources/

CLIMATE IMPACT FRAMEWORK

CTCA1 intends to raise capital for a disruptive climate transition venture that accelerates net zero in the hard-to-reduce sectors of energy, mobility and industry.

Figure 1. Key Elements of the CTCA1 Climate Impact Framework

To achieve these goals, the CTCA1 Theory of Change maps the climate impact value chain and forms the backbone of its impact framework.

Figure 2. High level summary of the CTCA1 Theory of Change

Identify climate change pioneers in target sectors

Identify tipping point conditionsMobilizing capital to climate pioneers

Accelerating results and climate impacts

The selection process assesses target companies based on their disruptive potential against the six climate outcomes expected from CTCA1:

• 1. Reduction of greenhouse gas or “GHG” emissions

• 2. Optimize the use of materials

• 3. Optimize energy production and storage

• 4. Transition to a circular economy

• 5. Reduce the use of fossil fuels

• 6. Accelerate sustainability

CTCA1’s due diligence process includes a climate impact assessment and an operational and ESG review. The process allows CTCA1 to assess the size and duration of the climate impact opportunity and verify a target company’s alignment with the EU taxonomy.

Theory of change and expected effects

Theory of change

The CTCA1 Theory of Change maps the impact value chain and provides the backbone of the climate impact framework. It describes how CTCA1 activities can lead to measurable climate outcomes, aligning with the EU taxonomy’s climate change mitigation goals and accelerating the transition to net zero in hard-to-mitigate sectors. .