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Press Release

468 SPAC II SE obtains 100% shareholder approval, paving the way for its business combination with Marley Spoon SE

• 100% of shareholders attending the extraordinary general meeting voted in favor of the business combination with Marley Spoon SE.
• The total funding of the combined entity in connection with the business combination amounts to approximately EUR 44.9 million, including €35 million that Marley Spoon SE received from the pre-SPAC funding in connection with the business combination.
• 468 SPAC II SE to be renamed Marley Spoon Group SE.

Luxembourg, June 30, 2023 – 468 SPAC II SE (“468 SPAC”), a publicly listed Luxembourg special purpose acquisition company sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert, received in today’s extraordinary general meeting for its proposed business combination (“Business Combination”) with Marley Spoon SE (“Marley Spoon”) support from its shareholders, with 100% of its shareholders attending the shareholders meeting voting in favor of the Business Combination.

The total funding of the combined entity in connection with the business combination amounts to approximately EUR 44.9 million, including €35 million that Marley Spoon received from the pre-SPAC private placement in connection with the Business Combination.

As a result of the Business Combination, 468 SPAC will acquire approximately 84% of the outstanding shares in Marley Spoon against the issuance of new shares at closing. As soon as practicable following the closing of the Business Combination, 468 SPAC intends to make a direct offer to acquire the outstanding shares/CDIs from the remaining shareholders of Marley Spoon.

The shareholders in today’s extraordinary general meeting also approved, inter alia, the renaming of 468 SPAC to Marley Spoon Group SE and the appointment of its new supervisory board consisting of Christian Gisy (chairman), Alexander Kudlich and Yehuda Shmidman.

The closing of the Business Combination is expected to occur by mid-July 2023. It is intended that the shares of Marley Spoon Group SE will trade at Frankfurt Stock Exchange under the ticker ”MS1”.
 

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This publication may not be published, distributed or transmitted in the United States, Canada, , or Japan.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 Securities or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Securities 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.