40610650 2023-12-31 40610650 2022-12-31 40610650 2023-01-01 fsa:ContributedCapitalMember 40610650 2023-01-01 fsa:RetainedEarningsMember 40610650 2023-12-31 fsa:ContributedCapitalMember 40610650 2023-12-31 fsa:RetainedEarningsMember 40610650 2023-01-01 fsa:InvestmentsInGroupEnterprisesMember 40610650 2022-01-01 fsa:InvestmentsInGroupEnterprisesMember 40610650 2023-12-31 fsa:InvestmentsInGroupEnterprisesMember 40610650 2022-12-31 fsa:InvestmentsInGroupEnterprisesMember 40610650 2023-12-31 1 fsa:SubsidiaryMember 40610650 2023-01-01 2023-12-31 40610650 2023-01-01 2023-12-31 1 40610650 2023-01-01 2023-12-31 memberOfBoardIdentifier_executive_board_1 40610650 2022-01-01 2022-12-31 40610650 2023-01-01 2023-12-31 fsa:ContributedCapitalMember 40610650 2023-01-01 2023-12-31 fsa:RetainedEarningsMember 40610650 2023-01-01 2023-12-31 fsa:InvestmentsInGroupEnterprisesMember 40610650 2022-01-01 2022-12-31 fsa:InvestmentsInGroupEnterprisesMember 40610650 2023-01-01 2023-12-31 1 fsa:SubsidiaryMember iso4217:DKK pure Årsrapport 33771231 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab Strandvejen 44 2900 Hellerup 2023-01-01 2022-01-01 2023-12-31 2022-12-31 40610650 MATE.mothership ApS Gråbrødretorv, 11,1 1154 Copenhagen Copenhagen 2019-06-06 Danske Bank Highbridge Advokatanpartsselskab Højbro Plads 10 1200 Copenhagen K PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab 33771231 Strandvejen 44 2900 Hellerup Denmark 39 45 39 45 koebenhavn@pwc.dk 2024-06-25 Janus Christian Fjeldborg Regnskabsklasse B Revisionspåtegning Today the Executive Board have discussed and approved the Annual Report of MATE.mothership ApS for the financial year 1 January - 31 December 2023. The Annual Report is prepared in accordance with the Danish Financial Statements Act. In my opinion the Financial Statements give a true and fair view of the Company's assets, liabilities and financial position at 31 December 2023 and of the results of the Company's operations for the financial year 1 January - 31 December 2023. The Management Commentary includes in my opinion a fair presentation of the matters dealt with in the Commentary. I recommend that the Annual Report be adopted at the Annual General Meeting. 2024-06-25 Copenhagen Janus Christian Fjeldborg To the shareholder of MATE.mothership ApS Opinion In our opinion, the Financial Statements give a true and fair view of the financial position of the Company at 31 December 2023 and of the results of the Company´s operations for the financial year 1 January - 31 December 2023 in accordance with the Danish Financial Statements Act. We have audited the Financial Statements of MATE.mothership ApS for the financial year 1 January - 31 December 2023, which comprise income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies (”the Financial Statements”). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) 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 the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as 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 ISAs 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 ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism 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. 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, in our view, Management’s Review is in accordance with the Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Hellerup 2024-06-25 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab René Otto Poulsen State Authorised Public Accountant mne26718 Key activities The principal activities comprise majority ownership of companies within the group, which, amongst other activities, design and sell high-quality electric bicycles globally. Development in the year The income statement of the Company for 2023 shows a profit of DKK 37,608,611, and at 31 December 2023 the balance sheet of the Company shows a negative equity of DKK 346,448. 2023 has been an extraordinary year for Mate.Bike. The successful reconstruction, approved by the majority of our creditors in the Danish Maritime and Commercial High Court on November 22nd, 2023, marked a pivotal moment for the company. The acceptance of our reconstruction plan meant that all debt and obligations before September 29th, 2023, were removed, allowing Mate.Bike to reset and refocus its strategic direction.As part of the reconstruction the company's debt was cancelled. The net impact on the profit/loss after write down etc. amounted to 41 mDKK, which is recognized as part of the financial income. The positive neteffect of the reconstruction is the main reason for a net profit of 38 mDKK in 2023.Prior to the reconstruction, and besides operational inefficiencies, internal procedures and controls were not effective, implying risk of non-compliance with the Danish Bookkeeping Act. Following the reconstruction, a new management team was appointed, who has taken the necessary steps to ensure operational efficiency as well as compliant bookkeeping and robust internal controls moving forward.Also, our auditors agree with this assessment, stating in the Independent Auditors report: “Based on the audit performed for the period after the reconstruction, it is our opinion that the Company after the reconstruction complies with the requirements in the Danish Bookkeeping Act.”After the reconstruction, a new strategy was presented, "Mate Made Simple," shifting the company's focus solely to business-to-business (BtB) operations and closing down all business-to-consumer (BtC) activities. This strategic shift will allow Mate.Bike to concentrate on product development and innovation, positioning us for a stronger future.Mate.Bike is now operating as a healthy business, free of debt and collateral and a sound financial position. While old investors had their investments written down due to the reconstruction, we have had the privilege of some of them rejoining alongside new ones in the setup. Our investors have shown strong support for us, not only believing in our vision but also contributing with a capital injection after the reconstruction.The income statement of Mate.Bike for 2023 shows a profit of 38 mDKK. As of 31 December 2023, the balance sheet reflects a negative equity of 0,3 mDKK. However, the company’s ownership of Mate.Bike International, will be impacted by that companies subordinate loan capital of 21 mDKK, which will be converted to equity in 2024, resulting in a positive equity position. Subsequent events In 2024, Mate.Bike performed another capital injection with the support of our existing investors. This additional funding will help us further our mission and continue our growth journey.No other events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. 2077603 1732458 4748524 5632880 0 78426919 -2670921 -82327341 0 -2472151 42453337 2681520 2075805 2139382 37706611 -84257354 98000 0 37608611 -84257354 37608611 -84257354 0 39239 0 39239 0 39239 62589 464847 0 85787 0 208635 62589 759269 0 11385181 62589 12144450 62589 12183689 627572 627572 -974020 -38582631 -346448 -37955059 0 6307268 0 320497 0 6627765 0 5051756 0 18847583 0 6181466 359660 6113299 49377 7316879 409037 43510983 409037 50138748 62589 12183689 627572 -38582631 0 37608611 627572 -974020 The company has lost more than half of the share capital. The company's management has explained the company's position in accordance with §119 of the Companies Act. The equity will be reestablished in 2024. 4631103 5342212 65189 190776 26808 23967 25424 75925 4748524 5632880 4 4 0 2584107 42450406 97413 2931 0 42453337 2681520 Gain on remission of debt etc. 40635166 0 2075805 2139382 OtherFinanceExpenses 2075805 2139382 98000 0 98000 0 69138438 69138438 69138438 69138438 -69099199 -43613039 -39239 -78104376 0 -23014009 0 3807660 0 79439885 -69138438 -69099199 0 39239 MATE.BIKE INTERNATIONAL ApS, København 100 -9516653 133517388 Investments in subsidiaries are specified as follows: Other contingent liabilities The Company is jointly and severally liable together with the Parent Company and the other group companies in the joint taxable group for tax on the group’s joint taxable income and for certain possible withholding taxes, such as dividend tax, etc. The Annual Report of MATE.mothership ApS for 2023 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class B as well as selected rules applying to reporting class C. The accounting policies applied remain unchanged from last year. The Financial Statements for 2023 are presented in DKK. true With reference to section 110 of the Danish Financial Statements Act, no consolidated financial statements are prepared. 1 Revenue from the sale of goods is recognised when the risks and rewards relating to the goods sold have been transferred to the purchaser, the revenue can be measured reliably and it is probable that the economic benefits relating to the sale will flow to the Company. Contract work in progress (construction contracts) is recognised at the rate of completion, which means that revenue equals the selling price of the work completed for the year (percentage-of-completion method). This method is applied when total revenues and expenses in respect of the contract and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Company. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the contract. Services are recognised at the rate of completion of the service to which the contract relates by using the percentage-of-completion method, which means that revenue equals the selling price of the service completed for the year. This method is applied when total revenues and expenses in respect of the service and the stage of completion at the balance sheet date can be measured reliably, and it is probable that the economic benefits, including payments, will flow to the Company. The stage of completion is determined on the basis of the ratio between the expenses incurred and the total expected expenses of the service. Revenue is measured at the consideration received and is recognised exclusive of VAT and net of discounts relating to sales. Other external expenses include other production, sales, delivery and administrative costs, including costs of energy, marketing, premises, loss on bad debts, lease expenses, etc. Staff costs include wages and salaries including compensated absence and pensions as well as other social security contributions etc. made to the entity's employees. Financial income and expenses include interest income and expenses, financial expenses of finance leases, realised and unrealised gains and losses arising from securities, debt and transactions in foreign currencies, as well as charges and allowances under the tax-on-account scheme, etc. Financial income and expenses are recognised by the amounts that relate to the financial year. Interest income and expenses are calculated on amortised cost prices. The tax for the year, which consists of the current tax for the year and changes in deferred tax, is recognised in the Income Statement by the share that may be attributed to the profit for the year, and is recognised directly in equity by the share that may be attributed to entries directly to equity. Receivables are measured at amortised cost which usually corresponds to nominal value. The value is written down to meet expected losses. **Accruals, assets**Accruals recognised as assets include costs incurred relating to the subsequent financial year. **Financial non-current assets**Investments in subsidiaries are measured in the Parent Company Balance Sheet under the equity method, which is regarded as a method of measuring/consolidation. Investments in subsidiaries are measured in the Balance Sheet at the proportional share of the enterprises’ carrying equity value, calculated in accordance with the Parent Company’s accounting policies with deduction or addition of unrealised intercompany profits or losses and with addition or deduction of the residual value of positive or negative goodwill calculated according to the acquisition method. Negative goodwill is recognised in the Income Statement when the equity interest is acquired. Where the negative goodwill is related to acquired contingent liabilities, the negative goodwill will be recognised as income when the contingent liabilities have been settled or cease.Net revaluation of investments in subsidiaries is transferred under equity to reserve for net revaluation under the equity value method to the extent that the carrying amount exceeds the acquisition value.Subsidiaries with a negative carrying equity value are measured to DKK 0 and any amounts due from these enterprises are written down to the extent that it is deemed to be irrecoverable. If the carrying negative equity value exceeds receivables, the residual amount is recognised under provision for liabilities to the extent that the Company has a legal or actual liability to cover the subsidiaries deficit. **Impairment of fixed assets**The carrying amount of fixed assets, which are not measured at fair value, are assessed annually for indications of impairment other than that reflected by amortisation and depreciation.In the event of impairment indications, an impairment test is made for each asset or group of assets, respectively. If the recoverable amount is lower than the carrying amount, the asset is written down to the recoverable amount.The recoverable amount is calculated at the higher of the capital value and the sales value less expected costs of a sale. The capital value is determined as the Company's share in the current value of the net cash flows which the subsidiary is expected to generate through its activities and from sale of assets after the end of their useful lives. A discount rate is used which reflects the risk-free market rate and the owners' minimum return on interest requirements for similar assets. The growth rate in the terminal period is determined in accordance with the standards within the industry. Prepayments comprise prepaid expenses concerning rent, insurance premiums, subscriptions and interest. Current tax liabilities and receivable current tax are recognised in the Balance Sheet as the calculated tax on the taxable income for the year, adjusted for tax on the taxable income for previous years and taxes paid on account.The Company is subject to joint taxation with Danish Group companies. The current corporation tax is distributed among the joint taxable companies in proportion to their taxable income and with full allocation and refund related to tax losses. The joint taxable companies are included in the tax-on-account scheme. Joint taxation contributions receivable and payable are recognised in the Balance Sheet under current assets and liabilities, respectively.Deferred tax is measured on the temporary differences between the carrying amount and the tax value of assets and liabilities.Deferred tax assets, including the tax value of tax loss carryforwards, are measured at the amount at which the asset is expected to be used within a reasonable number of years, either by setoff against tax on future earnings or by setoff against deferred tax liabilities within the same legal tax entity.Deferred tax is measured on the basis of the tax rules and tax rates that under the legislation in force on the Balance Sheet date will be applicable when the deferred tax is expected to crystallise as current tax. Any changes in the deferred tax resulting from changes in tax rates, are recognised in the income statement, except from items recognised directly in equity. **Liabilities**Financial liabilities are recognised at the time of borrowing by the amount of proceeds received less transaction costs. In subsequent periods, the financial liabilities are measured at amortised cost equal to the capitalised value when using the effective interest, the difference between the proceeds and the nominal value being recognised in the Income Statement over the loan period.The amortised cost of current liabilities corresponds usually to the nominal value.