Marley Spoon Group SE
468 SPAC II SE: Business Combination Agreement between Marley Spoon SE and 468 SPAC II SE

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

Business Combination Agreement between Marley Spoon SE and 468 SPAC II SE

Luxembourg, 25 April 2023 –  468 SPAC II SE (“Company”, ISIN: LU2380748603, Frankfurt Stock Exchange: SPV2), a Luxembourg special purpose acquisition company, entered into a definitive business combination agreement (“BCA”) with Marley Spoon SE (“Marley Spoon”) and share purchase agreements (“SPAs”; the BCA and the SPAs together, “Transaction Documents”) with certain shareholders (“Rolling Shareholders”) relating to the sale and transfer of approx. 70% of the outstanding shares of Marley Spoon in the aggregate (“Controlling Stake”). The Transaction Documents provide for a business combination of the Company and Marley Spoon (“Business Combination”). The Business Combination is to be effected by the acquisition of the Controlling Stake from the Rolling Shareholders pursuant to the SPAs on a share-for-share basis against the issuance of new shares in 468 SPAC. Under the BCA, Marley Spoon undertakes, inter alia, to support the Business Combination.

The SPAs with the Rolling Shareholders provide for a share exchange, valuing the CHESS Depositary Interests (“CDIs”) over Marley Spoon shares with ISIN AU0000013070 (“MS CDIs”) each at AUD 0.21 (approx. EUR 0.13) and each share in the Company to be issued in exchange at EUR 10.00 (the “Exchange Ratio”).

Prior to the Business Combination, Marley Spoon has entered into certain investment agreements and intends to increase its share capital by an aggregate amount of up to EUR 35 million against cash contributions through the issuance of up to 33,653,844 newly issued shares with a nominal value of EUR 1.00 each (“Marley Spoon Capital Increase”). Up to 9,615,384 of such newly issued shares with an aggregate notional value of up to EUR 9,615,384.00 shall be issued to its existing investor 468 Capital II GmbH & Co. KG, which already holds approximately 19.4% of the share capital of Marley Spoon. The remaining parts of newly issued shares under the Marley Spoon Capital Increase will be issued to existing investor Union Square Ventures as well as to other new investors, including NOIA Capital. To provide Marley Spoon with funding certainty, these investors have agreed to subscribe for the new shares regardless of whether, and at what time, the Business Combination will be completed, at a price of AUD 1.70 per share. The investors in the Marley Spoon Capital Increase have further agreed to sell and transfer such newly issued shares in Marley Spoon in their respective SPAs based on the agreed Exchange Ratio.

Upon completion of the Business Combination via the acquisition of the Controlling Stake under the SPAs (“Closing”), the Company is expected to be named Marley Spoon SE and will be led by Marley Spoon’s current management team, including Marley Spoon’s founder, Fabian Siegel, who will be the CEO of the combined entity.

As soon as practicable following Closing, the Company intends to make a direct offer to acquire the MS Shares/CDIs from the remaining shareholders of Marley Spoon at substantially the same commercial terms as under the SPAs (including the same Exchange Ratio) (“Subsequent Direct Offer”). This structure enables the shareholders of Marley Spoon to make their decision on the acceptance of the Subsequent Direct Offer based on a complete picture of the future combined entity, including in knowledge of the cash position of the combined entity following the Closing.

With a view to recognize the investment of the investors in the Marley Spoon Capital Increase and these investors’ support of the Business Combination as well as of shareholders of the Company who will be willing to enter into non-redemption agreements or similar agreements with the Company concerning the Business Combination, the sponsors of the Company have agreed to transfer a certain amount of certain classes of sponsor shares in the Company. In addition, to limit the potential future dilution of the combined entity, the sponsors of the Company have agreed not to exercise their sponsor warrants.

The Closing is subject to the approval of the Company’s shareholders and the satisfaction or waiver of certain other customary closing conditions.

Contact:

Alexander Kudlich, Ludwig Ensthaler and Florian Leibert

468 SPAC II SE

9, rue de Bitbourg

L-1273 Luxembourg

Grand Duchy of Luxembourg

info@468spac.com

Important Notice

This publication may not be published, distributed or transmitted in the United States, Canada or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of 468 SPAC II SE (the “Company”) in the United States, Canada, 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”). 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 Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions.

In the United Kingdom, this publication is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (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 to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The Securities 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 purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the “MiFID II Requirements”), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined 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.

This publication does not constitute an offer of securities for sale, a solicitation of an offer to purchase Securities, or an offer to acquire MS CDIs in Australia. The Securities referred to herein may not be offered or sold in Australia without a prospectus or other form of disclosure document under the Corporations Act 2001 (Cth) (“Australian Corporations Act”), subject to certain exceptions. This document is not a prospectus or other form of disclosure document under the Australian Corporations Act and does not contain all the information which would be required to be disclosed in a prospectus or other disclosure document under the Australian Corporations Act. The information presented in this publication may differ materially from that presented in any prospectus or other form of disclosure document prepared in connection with any offer of securities.

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. We undertake no obligation, and do 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. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

Additional Information