Årsrapport Toke Faurby 2022-09-30 Revisionspåtegning Regnskabsklasse B Beierholm Voergaardvej 2 9200 Aalborg SV 2020-04-01 2021-03-31 2021-04-01 2022-03-31 40797084 atSpiro ApS Maskinvej 5 2860 Søborg Gladsaxe Kommune Beierholm 32895468 Knud Højgaards Vej 9 2860 Søborg Danmark true We have on this day presented the annual report for the financial year 01.04.21 - 31.03.22 for atSpiro ApS. The annual report is presented in accordance with the Danish Financial Statements Act (Årsregnskabsloven). In our opinion, the financial statements give a true and fair view of the company's assets, liabilities and financial position as at 31.03.22 and of the results of the company's activities for the financial year 01.04.21 - 31.03.22. We believe that the management's review includes a fair review of the matters dealt with in the management's review. The annual report is submitted for adoption by the general meeting. Soeborg, Copenhagen 2022-09-27 Toke Faurby Christian Emil Ege-Johansen Frederik Riddersholm Petersen Stanislav Ondrus Henning Lysdal Chairman Henning Ellesgaard Henning Ralf Stennicke Steen Kristensen Toke Faurby To the capital owner of atSpiro ApS Opinion We have audited the financial statements of atSpiro ApS for the financial year 01.04.21 - 31.03.22, which comprise the income statement, balance sheet, statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act (Årsregnskabsloven). In our opinion the financial statements give a true and fair view of the company's assets, liabilities and financial position at 31.03.22 and of the results of the company's operations for the financial year 01.04.21 - 31.03.22 in accordance with the the Danish Financial Statements Act (Årsregnskabsloven). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the “Auditor’s responsibilities for the audit of the financial statements” section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Management is responsible for management’s review. Our opinion on the financial statements does not cover management’s review, 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 management’s review and, in doing so, consider whether management’s review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether management’s review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that management’s review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Acts. We did not identify any material misstatement of management’s review. The Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act. Furthermore the Management is responsible for the internal control as the Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management 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 in preparing the financial statements unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Our objectives 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 an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing and the additional requirements applicable in Denmark 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 conducted in accordance with International Standards on Auditing and the additional requirements applicable in Denmark, 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 management. Conclude on the appropriateness of management’s use of the going concern basis of accounting in preparing the financial statements 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 auditor’s report 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 auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. 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. Soeborg, Copenhagen 2022-09-27 Carsten Collin State Authorized Public Accountant mne9406 Primary activities The company is developing technologies for advancing research and process development through shaken fermentations and cell cultivations Development in activities and financial affairs The income statement for the period 01.04.21 - 31.03.22 shows a profit/loss of DKK -1,487,187 against DKK -332,458 for the period 01.04.20 - 31.03.21. The balance sheet shows equity of DKK -728,062. Information on going concern The company's equity is per 31 March 2022 negative. The company's equity is expected to be re-established through own earnings in the coming years. The company's liquidity means that the company can carry out the planned activities in the financial year 2022/23. It can also be stated that, in accordance with the business plan, the company plans to carry out a capital increase during 2023. Research and development activities During 2021-2022 atSpiro has continued the development and maturation of the Shake-Reactor platform and related technologies. The primary focus has been on developing and proving the reliability, life time, and persistent quality of the technology and production process, through thorough validation and testing. The development efforts have lead to several improvements in the reliability, usability, and overall functionality of the Shake-Reactor, expanding its filed of use and what markets can be addressed -685105 86885 959943 528127 77274 16653 -1722322 -457895 1184 0 168229 41480 -1889367 -499375 -402180 -166917 -1487187 -332458 -1487187 -332458 11156339 11156339 11156339 11156339 370326 151231 370326 151231 11526665 11307570 94950 49261 94950 49261 375884 196504 64899 62003 440783 258507 1679703 3327036 2215436 3634804 13742101 14942374 45615 45615 1044390 1044390 -1818067 -330880 -728062 759125 0 29587 0 29587 3175076 3025076 11006020 11007204 0 8102 14181096 14040382 114348 47500 174719 65780 289067 113280 14470163 14153662 13742101 14942374 921295 516477 33379 9294 5269 2356 4 2 0 3175076 3025076 5120000 11006020 11007204 0 8102 The annual report is presented in accordance with the provisions of the Danish Financial Statements Act (Årsregnskabsloven) for enterprises in reporting class B with application of provisions for a higher reporting class. Income is recognised in the income statement as earned, including value adjustments of financial assets and liabilities. All expenses, including depreciation, amortisation, impairment losses and write-downs, are also recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the company, and the value of such assets can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow from the company, and the value of such liabilities can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities are measured as described for each item below. On recognition and measurement, account is taken of foreseeable losses and risks arising before the date at which the annual report is presented and proving or disproving matters arising on or before the balance sheet date. The annual report is presented in Danish kroner (DKK). On initial recognition, transactions denominated in foreign currencies are translated using the exchange rates applicable at the transaction date. Exchange rate differences between the exchange rate applicable at the transaction date and the exchange rate at the date of payment are recognised in the income statement as a financial item. Receivables, payables and other monetary items denominated in foreign currencies are translated using the exchange rates applicable at the balance sheet date. The difference between the exchange rate applicable at the balance sheet date and at the date at which the receivable or payable arose or was recognised in the latest annual report is recognised under financial income or expenses in the income statement. Fixed assets, inventories and other non-monetary assets acquired in foreign currencies are translated using historical exchange rates. Gross result comprises revenue, other operating income and raw materials and consumables and other external expenses. Other operating income comprises income of a secondary nature in relation to the enterprise’s activities, including rental income, negative goodwill and gains on the sale of intangible assets and property, plant and equipment. Other external expenses comprise costs relating to distribution, sales and advertising and administration, premises and bad debts to the extent that these do not exceed normal write-downs. Staff costs comprise wages and salaries as well as other staff-related costs. The depreciation of property, plant and equipment aim at systematic depreciation over the expected useful lives of the assets. Assets are depreciated according to the straight-line method based on the following expected useful lives and residual values: The basis of depreciation is the cost of the asset less the expected residual value at the end of the useful life. Moreover, the basis of depreciation is reduced by any impairment losses. The useful life and residual value are determined when the asset is ready for use and reassessed annually. Property, plant and equipment are impaired in accordance with the accounting policies referred to in the ‘Impairment losses on fixed assets’ section. Interest income and interest expenses, foreign exchange gains and losses on transactions denominated in foreign currencies etc. are recognised in other net financials. The current and deferred tax for the year is recognised in the income statement as tax on the profit/loss for the year with the portion attributable to the profit/loss for the year, and directly in equity with the portion attributable to amounts recognised directly in equity. Prepayments for intangible assets Prepayments for intangible assets comprise payments to suppliers. Gains or losses on the disposal of intangible assets are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal. Property, plant and equipment comprise other fixtures and fittings, tools and equipment. Property, plant and equipment are measured in the balance sheet at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price and expenses resulting directly from the purchase until the asset is ready for use. Interest on loans arranged to finance production is not included in the cost. Property, plant and equipment are depreciated using the straight-line method based on useful lives and residual values, which are stated in the ‘Depreciation and impairment losses' section. Gains and losses on the disposal of property, plant and equipment are determined as the difference between the selling price, if any, less selling costs and the carrying amount at the date of disposal less any costs of disposal. The carrying amount of fixed assets which are not measured at fair value is assessed annually for indications of impairment over and above what is reflected in depreciation. If the company's realised return on an asset or a group of assets is lower than expected, this is considered an indication of impairment. If there are indications of impairment, an impairment test is conducted of individual assets or groups of assets. The assets or groups of assets are impaired to the lower of recoverable amount and carrying amount. The higher of net selling price and value in use is used as the recoverable amount. The value in use is determined as the present value of expected net cash flows from the use of the asset or group of assets as well as expected net cash flows from the sale of the asset or group of assets after the expiry of their useful lives. Impairment losses are reversed when the reasons for the impairment no longer exist. Inventories are measured at cost calculated according to the FIFO-method. Inventories are written down to the lower of cost and net realisable value. The cost of raw materials and consumables as well as goods for resale is determined as purchase prices plus expenses resulting directly from the purchase. The net realisable value of inventories is determined as the selling price less costs of completion and costs necessary to make the sale and is determined taking into account marketability, obsolescence and the expected development in the selling price. Receivables are measured at amortised cost, which usually corresponds to the nominal value, less write-downs for bad debts. Write-downs for bad debts are determined based on an individual assessment of each receivable if there is no objective evidence of individual impairment of a receivable. Cash includes deposits in bank account. Current tax payable and receivable is recognised in the balance sheet as tax computed on the basis of the taxable income for the year, adjusted for tax paid on account. Deferred tax liabilities and tax assets are recognised on the basis of all temporary differences between the carrying amounts and tax bases of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is non-amortisable for tax purposes and other items where temporary differences, except for acquisitions, have arisen at the date of acquisition without affecting the net profit or loss for the year or the taxable income. In cases where the tax value can be determined according to different taxation rules, deferred tax is measured on the basis of management’s intended use of the asset or settlement of the liability. Deferred tax assets are recognised, following an assessment, at the expected realisable value through offsetting against deferred tax liabilities or elimination in tax on future earnings. Deferred tax is measured on the basis of the tax rules and at the tax rates which, according to the legislation in force at the balance sheet date, will be applicable when the deferred tax is expected to crystallise as current tax. Long-term payables are measured at cost at the time of contracting such liabilities (raising of the loan). The payables are subsequently measured at amortised cost where capital losses and loan expenses are recognised in the income statement as a financial expense over the term of the payable on the basis of the calculated effective interest rate in force at the time of contracting the liability. Short-term payables are measured at amortised cost, normally corresponding to the nominal value of such payables. Figures in DKK Share capital Share premium Retained earnings Total equity Statement of changes in equity for 01.04.21 - 31.03.22 Balance as at 01.04.21 45,615 1,044,390 -330,880 759,125 Net profit/loss for the year 0 0 -1,487,187 -1,487,187 Balance as at 31.03.22 45,615 1,044,390 -1,818,067 -728,062 The company's equity is per 31 March 2022 negative. The company's equity is expected to be re-established through own earnings in the coming years. The company's liquidity means that the company can carry out the planned activities in the financial year 2022/23. Other contingent liabilities In connection with the acquisition of license and patent rights as well as the conclusion of a financing agreement, the company has assumed an obligation to pay a bonus to the seller of the above license and patent rights and / or the financing company. Bonus must be paid if the company or its shareholders carry out a divestment of a significant shareholding in the company, including listing, divestment of activity, etc. Bonus is calculated on the basis of the company's market value at the time when divestment, etc. being implemented 40797084 2021-04-01 2022-03-31 40797084 2020-04-01 2021-03-31 40797084 2021-04-01 2022-03-31 e:RetainedEarningsMember 40797084 2020-04-01 2021-03-31 e:RetainedEarningsMember 40797084 2021-03-31 40797084 2022-03-31 40797084 2021-04-01 2022-03-31 1 40797084 2021-04-01 2022-03-31 2 40797084 2021-04-01 2022-03-31 3 40797084 2021-04-01 2022-03-31 4 40797084 2021-04-01 2022-03-31 5 40797084 2021-04-01 2022-03-31 1 40797084 2021-04-01 2022-03-31 2 40797084 2021-04-01 2022-03-31 3 40797084 2021-04-01 2022-03-31 4 40797084 2021-03-31 e:LongtermDebtToOtherCreditInstitutionsMember 40797084 2022-03-31 e:LongtermDebtToOtherCreditInstitutionsMember 40797084 2021-03-31 e:LongtermTradePayablesMember 40797084 2022-03-31 e:LongtermTradePayablesMember 40797084 2021-04-01 2022-03-31 1 40797084 2022-03-31 e:OtherPayablesIncludingTaxPayablesLiabilitiesOtherThanProvisionsLongtermMember 40797084 2021-03-31 e:LongtermBillsOfExchangePayableMember iso4217:DKK xbrli:pure