Marley Spoon Group SE
468 SPAC II SE: 468 SPAC II launches bookbuilding for up to €250 million private placement and listing on the Frankfurt Stock Exchange

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

468 SPAC II SE: 468 SPAC II launches bookbuilding for up to €250 million private placement and listing on the Frankfurt Stock Exchange and targets business combination with a European consumer technology or software & artificial intelligence company

Luxembourg, 13 January 2022.

468 SPAC II SE (the “Company”), a Luxembourg special purpose acquisition company (SPAC), announces the start of its private placement of up to 25,000,000 units. Each unit consists of one share (a “Public Share”) and one-third of a warrant (a “Public Warrant”), at a price of €10.00 per unit for an aggregate of up to €250 million. The Company initially offers 20,000,000 units but reserves the right to offer up to 5,000,000 additional units subject to market demand (upsize option). The Public Shares are going to be listed on the regulated market of the Frankfurt Stock Exchange and the Public Warrants are going to be introduced to trading on the open market of the Frankfurt Stock Exchange (the “Listing”).

The sponsors of the Company are affiliates of Alexander Kudlich and Dr. Ludwig Ensthaler and Florian Leibert, who are also founders of the investment fund 468 Capital and 468 SPAC I SE (now tonies SE). The units will be solely offered to institutional investors. The private placement is expected to end on or before 14 January 2022.

The Company was established for the purpose of acquiring an operating business in a member state of the European Economic Area, the United Kingdom or Switzerland in the form of a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). The Company intends to target a company in the consumer technology and software & artificial intelligence sector with a focus on last mile logistics, marketplaces, consumer finance, cloud, commercial open source and software-as-a-service. 100% of the proceeds of the private placement will be held in an escrow account. The Company will have 18 months from the date of the Listing to consummate a Business Combination.

The Company has applied for admission of the Public Shares (ISIN: LU2380748603) to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (General Standard) and for introduction to trading of the Public Warrants (ISIN: LU2380748785) on the open market (Freiverkehr) of the Frankfurt Stock Exchange (Börse Frankfurt Zertifikate AG). Trading of the Public Shares and Public Warrants is expected to commence on 20 January 2022.

Contact:
Alexander Kudlich, Ludwig Ensthaler and Florian Leibert
9, rue de Bitbourg
L-1273 Luxembourg
Luxembourg
info@468spac.com

DISCLAIMER

This publication may not be published, distributed or transmitted in the United States, Canada, Australia, South Africa or Japan. This publication does not constitute or forms part of any offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) or any of the assets, business or undertakings of 468 SPAC II SE (the “Company”) in the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the Securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa, Canada or Japan subject to certain exceptions. The Securities of the Company may not be offered or sold in Canada absent the filing of a prospectus in Canada or in a transaction that is exempt from the requirement that the Company prepare and file a prospectus under applicable Canadian securities laws. No prospectus has been, or will be, filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this publication or on the merits of the Securities and any representation to the contrary is an offence. This publication does not form the basis of and should not be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Recipients of this publication who are considering acquiring Securities of the Company are reminded that any such purchase or subscription must not be made on the basis of the information contained in this publication.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The listing of the Securities will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding any securities of 468 SPAC II SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier (CSSF)) and will be available free of charge on the 468 SPAC II SE website.

This publication may in the United Kingdom only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

The Units are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a “Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

The Units are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the United Kingdom (“UK”). For these purposes the expression “Retail Investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Units or otherwise making them available to Retail Investors in the UK has been prepared and therefore offering or selling the Units or otherwise making them available to any Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Public Shares and Public Warrants has led to the conclusion that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”) and professional clients, as defined in UK MiFIR, and (b) eligible for distribution through all distribution channels and (ii) the Public Warrants are (a) compatible with an end target market of eligible counterparties, as defined in COBS, and professional clients, as defined in UK MiFIR; and (b) all channels for distribution of the Public Warrants to eligible counterparties and professional clients are appropriate.

Any person subsequently offering, selling or recommending the Public Shares and Public Warrants (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to COBS is responsible for undertaking its own target market assessment in respect of the Public Shares and Public Warrants (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“forward-looking statements”). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.