1
tbd30 |
b
ANNUAL REPORT 2021
tbd
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| tbd30
tbd30 IN BRIEF
tbd30 is an SPAC founded at the initiative of Anders Böös and Anders Lönnqvist. The
purpose of the company is to conduct a business combination with a company in the
business services sector within 30 months. This is a sector that the founders consider
to have interesting and good prospects, and in many cases with the potential to pursue
substantial change and development work. A relatively large proportion of companies
in this sector are outside the public and listed environment despite having achieved
sufficient maturity and the opportunity to benefit from being listed.
tbd30 has a goal-oriented and competent Board of Directors and management focused
on realising the company’s purpose and strategy – to identify, evaluate and acquire target
companies that create added value for tbd30’s investors and shareholders. Together, the
Board has extensive and solid experience of corporate management and governance,
business combinations and mergers, change processes, the capital markets and the
business sector as a whole.
• The company was established and renamed tbd30 AB in March 2021
• Ingrid Bonde was appointed Chairman of the Board and Ulrika Hagdahl, Anders
Lönnqvist, Lars Wedenborn and Anders Böös were appointed Board members
• Anders Lönnqvist was appointed CEO and Caesar Gezelius as CFO
• The company was listed on Nasdaq OMX Stockholm’s new segment for SPAC
companies on 24 June 2021
3
tbd30 |
COMMENTS FROM THE CEO
Since then, the Board of Directors has been set up, the company capitalised to cover
running costs, the business idea and strategy refined and on 24 June the company
was listed on Nasdaq Stockholm in combination with an IPO to the general public.
Now that the listing is complete, we have started the next phase of tbd30’s journey
– to identify a potential business combination based on a number of established and
specific criteria, as a means of creating added value for tbd30’s investors.
We hope tbd30 will be an exciting addition to Nasdaq Stockholm. We welcome
slightly more than 1,000 new shareholders. The ten largest shareholders held 67.7%
of the company at the end of July. Following the completed IPO, tbd30 has both the
ambition and the capacity to acquire a target company with an enterprise value of
This is a sector that we consider to have interesting and good prospects, and in
many cases with the potential to pursue substantial change and development work.
tbd30 WAS FOUNDED BY MYSELF AND ANDERS
BÖÖS AT THE END OF MARCH 2021 FOR THE
URPOSE, USING THE US SPAC MODEL, OF
CONDUCTING A BUSINESS COMBINATION IN THE
BUSINESS SERVICES SECTOR WITHIN 30 MONTHS.
Anders Lönnqvist, CEO tbd30 AB
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| tbd30
OPERATIONS
On 1 February 2021, Nasdaq Nordic published an updated rule-
book for issuers. The new rulebook introduced the possibility to
list a new type of company on Nasdaq Stockholm, known as a
company whose purpose is to raise capital through an owner-
ship spread in conjunction with a listing, and subsequently to
carry out a business combination with an unlisted company
that is thereby listed.
The regulatory framework imposes certain requirements on the SPAC which in particular aim to provide investors greater
protection and influence over their invested capital up until a business combination is completed.
Nasdaq OMX Stockholm’s rules for SPACs tbd30 terms and conditions
At least 90% of the issue proceeds deposited in a restricted account 100% in restricted account
Investment period of up to 36 months 30-month investment period
A business combination must be approved by a majority of indepen-
dent Board members and a majority of shareholders
A business combination must be approved by all independent Board
members and a majority of shareholders
A new listing process must be initiated after entering final agreement
on a business combination
Fulfilled
Investors have the right to request redemption of at least 10% 100% right to redemption upon liquidation and when the investor voted against
the proposed business combination at the extraordinary general meeting
The founders form a team,
establish a company and
raise venture capital
The company raises
capital and is listed
The team looks for a
suitable target company for
a business combination
The search process is concluded. A
general meeting is convened with
a proposal concerning the chosen
target company, shareholders vote. If
approved, the transaction is undertaken
and the target company is listed.
tbd30 |
tbd30’s business idea and objective is to identify within
30 months a Nordic company operating in business
services, with a strong position and a scalable business
model, that can be listed through a reverse merger in
Business services is a sector that the Board and founders
consider to have interesting and good prospects. A
relatively large proportion of companies in this sector
are outside the public and listed environment despite
having achieved sufficient maturity and the opportunity
to benefit from being listed.
tbd30 offers a potential target company access to
investors in the Swedish and international capital
markets, which can reinforce and strengthen continued
growth.
The purpose of tbd30 is also to offer investors exposure
to an interesting and exciting company that before a
potential acquisition by tbd30 operates as an unlisted
company in a private environment.
This is enabled through the unique characteristics of the
SPAC, where investors invest together with founders and
sponsors, but at the same time are also able to review a
proposed business combination before it is carried out.
The founders and the rest of the Board of Directors have
extensive experience from a large number of companies in
the business services sector, through current and previous
involvement in various roles, including as owners, Board
assignments, executive assignments and advisory roles.
There is solid experience in leading and running businesses
in different phases and from taking part in a large number of
business combinations and mergers.
tbd30 will work actively to seek out target companies that
are assessed to be suitable for development in a listed
environment. tbd30 also looks forward to companies whose
management and owners make a similar assessment
taking contact with tbd30 after listing has taken place and
that knowledge of such an opportunity becomes more
widespread. tbd30’s management and Board will to a
great extent make use of their experience and networks to
identify suitable target companies.
All potential target companies will be evaluated using
tbd30’s investment process relating to defined quantitative
and qualitative investment criteria. The evaluation encom-
passes management competency and competition analysis
as well as financial analysis. A proposed business combi-
nation must first be approved by all independent Board
members and subsequently approved at an extraordinary
general meeting before the transaction can be completed.
Investors who do not approve the business combination at
the Extraordinary General Meeting are repaid their invested
capital from the restricted account, while investors who
voted in favour at the general meeting receive an extra
warrant allotted free of any charge.
tbd30 is searching for target companies in the business services sector that are assessed to be suitable for development in a
listed environment. Many companies in business services have demonstrated considerable resilience and an excellent capacity to
handle turbulent and challenging shocks and changes.
a. potential target company should:
ii. Be based in the Nordic area
iii. Provide clear added value and customer benefit
iv. Have a strong position in the market in its sub-segment
v. Demonstrate good organic growth with a high proportion
of contracted and/or otherwise recurrent revenue
vi. Have a business model that is scalable where growth can
improve margins
vii. Have, in comparison with competitors, a good extent of
digitalisation of important work processes and customer
interfaces
viii. Have the potential to grow through business combi-
nations
ix.
billion
x. Have a well-established sustainability vision and strategy
xi. Be innovative
Companies that are capital-intensive, or investment-heavy, are not of interest to tbd30, nor companies predominantly operating in
healthcare, education or social care.
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| tbd30
The company has an established policy for business ethics
(code of conduct and ethical principles) in addition to the
requirements in its investment policy that “Any future target
company must have a well-established sustainability vision and
strategy.”
The policy states that:
• tbd30 shall be a responsible and equitable employer which
treats all employees equally and with respect
• tbd30 shall only conduct business with respectable parties
that operate with a high level of ethics
• tbd30 does not accept bribes or other forms of corruption
or financial crime, and undertakes to take the necessary
steps to counteract this both among its employees and
among its partners
• The ethical standard at potential target companies must be
high, and careful scrutiny in this regard is an integrated part
of our investment process.
Refer to the separate corporate governance report, examined
by auditors.
tbd30 |
tbd30’s business idea and objective is to identify within 30
months a Nordic company operating in business services, with
a strong position and a scalable business model, that can be
listed through a reverse merger and which values the target
Significant events during the 2021 financial year
• The company was established and renamed tbd30 AB in
March 2021
• The company has a split financial year, August to July, and
these annual accounts encompass the period 29 March–31
July 2021
•
capital to cover the company’s costs until the business
combination no later than 31 December 2023. This took
place through the issue of Class B shares, Class C shares
and warrants to the founders, Board and management as
well as through an agreed credit facility with the company’s
sponsors.
• Ingrid Bonde was appointed Chairman of the Board and
Ulrika Hagdahl, Anders Lönnqvist, Lars Wedenborn and
Anders Böös were appointed Board members
• Anders Lönnqvist was appointed CEO and Caesar Gezelius
as CFO
• The company was listed on Nasdaq OMX Stockholm’s main
list in the segment for SPAC companies on 24 June 2021
• On listing, the company issued 8,400,000 Class A shares
(including the overallotment option) at an issue price of
SEK 100 per share, and each Class A share entitled the
holder to receive one non-chargeable warrant, which was
listed separately on 2 August (four such warrants entitle
each Class A share that votes in favour of the proposed
business combination at the Extraordinary General Meeting
will receive an additional non-chargeable warrant.
• In its role as stabilisation manager, Carnegie Investment
Bank AB (publ) conducted stabilisation measures during
the period from 24 June through 19 July, and bought back
form of customary press releases.
• The company deposited the full issue proceeds, after the
conducted stabilisation measures, of SEK 836.6 million in a
blocked bank account at DNB with Nordic Trustee as the agent
for the company’s Class A shareholders
•
•
and SEK 24.9 million remained of the venture capital raised at
the end of the year.
•
• The company’s equity amounted to SEK 790.4 million (–)
• Earnings per share by average number of shares amounted to
•
A shareholders and admitted to trading on 2 August
through the issue of Class B shares, Class C shares and series
well as through an agreed credit facility with the company’s
sponsors.
On listing, the company issued 8,400,000 new Class A shares
(including the overallotment option), and each Class A share
warrant, which was listed separately on 2 August. Four such
warrants entitle subscription for one Class A share for SEK
proposed business combination at the Extraordinary General
Meeting will receive an additional non-chargeable warrant
In its role as stabilisation manager, Carnegie Investment Bank
AB (publ) conducted stabilisation measures during the period
A shares, which has been announced in the form of customary
press releases.
ADMINISTRATION REPORT
Shareholding before completion
of the Offering
Shareholding after the Offering
(assuming it is ion of the Offeringfully subscribed)
Shareholders
No. of
Class B
shares
No. of
Class C
shares %
Warrants
holding,
series
Class A
shares
Class B
shares
Class C
shares Total % %
Servisen Investment Management AB 903,332 903,334 300,000 903,332 1,248,499 12.4 11.9
AGB Kronolund AB 903,332 903,333 300,000 903,332 1,248,499 12.4 11.9
Other existing shareholders 193,336 9,666 9.6 193,333 193,336 9,666 3.4
Total existing shareholders 2,000,000 100,000 100.0 2,000,000 750,000 2,000,000 100,000 2,850,000 28.2 27.1
Additional new shareholders – – – – 7,250,000 – – 7,250,000 71.8 69.0
Total new and existing shareholders 2,000,000 100,000 100.0 2,000,000 8,000,000 2,000,000 100,000 10,100,000 100.0 96.2
Additional shares from the
overallotment option
400,000 10,500,000 100.0
| tbd30
The ten largest owners at the end of the financial year on 31
July 2021 were
Servisen Investment Management AB
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11.90%
AGB Kronolund AB 11.90%
Roosgruppen AB 7.62%
Carnegie fonder 6.48%
Lannebo fonder 6.48%
PER JOSEFSSON INVEST AB 4.76%
Nordic Cross Asset Management 4.76%
Norron Asset Management 4.76%
SKIRNER AB 4.76%
Swedbank Robur Fonder 4.29%
67.7%
Kronolund is controlled by Anders Böös
warrants during the period was as follows:
99
9 9,5
1 00
100,5
1 01
101,5
1 02
102,5
0
0,5
1
1,5
2
2,5
3
3,5
4
4,5
8-9-2021
8-6-2021
8-5-2021
8-4-2021
8-3-2021
8-2-2021
7-30-2021
7-29-2021
7-28-2021
7-27-2021
7-26-2021
7-23-2021
7-22-2021
7-21-2021
7-20-2021
7-19-2021
7-16-2021
7-15-2021
7-14-2021
7-13-2021
7-12-2021
7-9-2021
7-8-2021
7-7-2021
7-6-2021
7-5-2021
7-2-2021
7-1-2021
6-30-2021
6-29-2021
6-28-2021
6-24-2021
TO1 A A-aktie
As tbd30 is an SPAC, the company has initially generated no or
only limited revenue.
The company’s assets primarily comprise cash and cash
equivalents raised to finance operations, and the company’s
income statement mainly comprises costs arising in connection
with the listing. This means the company will report negative
earnings until a business combination is completed.
In addition, the company raised SEK 836.6 million in conjunction
with the new issue of Class A shares on listing on 24 June.
The company deposited the full issue proceeds in a blocked
bank account at DNB with Nordic Trustee as the agent for the
company’s Class A shareholders
•
•
• Profit/loss consists primarily of accrued costs with suppliers
for services related to the formation of the company, other
external expenses as well as personnel costs.
Equity at the end of year amounted to SEK 790.4 million (–).
Multi-year review
31 July 2021
At the end of the year, the company’s equity per share
was SEK
Earnings per share by average number of shares, SEK
Earnings per share by average number of shares at year
end, SEK
Number of shares
No. of warrants available for exercise 10,400,000
Total No. of shares incl. warrants available for exercise 14,600,000
Average number of shares 4,270,968
Dividend, SEK per share –
Company’s earnings and financial position
Profit/loss after tax, SEK million
Total assets, SEK million
Equity, SEK million 790.4
Equity/assets ratio 92.7%
Cash and cash equivalents and current investments,
SEK million
Net borrowings (-)/net equity (+), SEK million 14.9
Average number of employees 3
tbd30 |
tbd30’s business idea and objective is to identify within 30
months a Nordic company operating in business services, with
a strong position and a scalable business model, that can be
listed through a reverse merger in which the target company is
tbd30’s assets primarily comprise cash and cash equivalents
raised to finance the company’s operations, and operations
mainly generate costs arising in connection with the listing.
This means the company will report negative earnings until a
business combination is completed. The company raised a total
the company’s costs until the business combination, which will
take place no later than 31 December 2023.
On the date of the annual accounts on 31 July, SEK 24.9 million
remained of the raised risk capital. The company forecasts that
this is sufficient for the remaining acquisition period until 31
December 2023.
The company is newly formed without a business history
and the company has not previously generated, and did not
generate at the end of the financial year, any revenue. The
company’s profitability will be related to the future business
combination. There is therefore a risk that the company does
not complete a business combination during the investment
period or that the company’s working capital is not sufficient to
complete a business combination.
There is also a risk that tbd30 may find it difficult to complete a
business combination due to competition from other competitors
or other challenges.
Investors who do not approve the business combination at the
Extraordinary General Meeting are repaid their invested capital
from the restricted account, while investors who voted in
subject to certain conditions is allotted free of any charge.
A detailed description of the company’s material risks and
uncertainties is available on the company’s website www.
tbd30.se and in the company’s prospectus prepared ahead of
the listing in June 2021.
venture capital to cover the company’s costs until the business
combination no later than 31 December 2023. This took place
through the issue of Class B shares, Class C shares and
warrants to the founders, Board and management amounting
facility agreement was signed with the company’s sponsors.
The company raised an additional capital of SEK 836.6 million
through the listing on 24 June 2021. The full issue proceeds
were deposited in a blocked bank account at DNB with Nordic
Trustee as the agent for the company’s Class A shareholders.
These funds may only be utilised in conjunction with a business
combination that has the approval of the company’s indepen-
dent Board members and a majority of shareholders at an
extraordinary general meeting, or alternatively, if no business
combination comes about, in conjunction with the winding up
of the company following the expiry of the 30-month invest-
ment period.
The company requires no additional external financing.
At the Extraordinary General Meeting on 30 April, tbd30 adopted
the guidelines for the remuneration of senior executives. The
guidelines essentially correspond to customary conditions.
A summary of the guidelines is available in the company’s
2021 Remuneration Report, which has been reviewed by the
company’s auditors, and published on the company’s website
www.tbd30.se.
The company has three employees. See Note 7 concerning
salaries and benefits and the separate remuneration report
(examined by auditors) about the company’s guidelines for
remuneration.
During the year, the company conducted related-party
transactions have been conducted on market terms.
The company has resolved not to distribute a dividend before a
business combination has been completed.
The appropriation of the loss is accumulated against equity.
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| tbd30
INCOME STATEMENT
RESULTATRÄKNING
SEK million Note
Full-year 2021
Operating expenses
Other external expenses 6
Personnel costs 7
Total operating expenses
Operating profit/loss
Financial income and expenses
Interest expenses and similar profit/loss items 8
Total financial income and expenses
Profit/loss after financial items
Tax on profit/loss for the period 9 –
Profit/loss for the period
Basic and diluted earnings per share, SEK
Average No. of shares outstanding in the period 4,270,968
No. of shares outstanding on the balance-sheet date
There are no items that are recognised as other comprehensive income. Total comprehensive income is therefore the same as profit/loss for the year.
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tbd30 |
BALANCE SHEET
SEK million Note 31 July 2021
ASSETS
Current assets
Other receivables 0.9
Total current receivables 0.9
Current investments
1
836.6
Total current investments 836.6
Cash and bank balances 14 14.9
Total cash and bank balances 14.9
Total current assets 852.4
Total assets 852.4
EQUITY
Restricted equity
Share capital 11 2.6
Total restricted equity 2.6
Non-restricted equity
Share premium reserve 797.9
Profit/loss for the period 17
Total non-restricted equity 787.8
Total equity 790.4
Current liabilities
Accounts payable 0.8
Other liabilities
Accrued expenses and deferred income 13 4.7
Total current liabilities 62.0
Total liabilities 62.0
Total equity and liabilities 852.4
proceeds from the listing and can only be used in conjunction with a business combination pursuant to the company’s objective.
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| tbd30
STATEMENT OF CHANGES IN EQUITY
Restricted equity Non-restricted equity
Mkr Note Share capital
Share premium
reserve
Retained earnings and
profit/loss for the year Total equity
Opening balance at 29 March 2021
Comprehensive income
Profit/loss for the period 17
Total comprehensive income
Transactions with shareholders
New issue of Class A shares 11 2.1 782.6 784.7
New issue of Class B shares 11 16.8 17.3
New issue of Class C shares 11 0.0 10.0 10.0
Issue expenses 11
12 3.2 3.2
Buy back of Class A shares 11
Total transactions with shareholders 2.6 797.9 800.5
Closing balance on 31 July 2021 2.6 797.9 790.4
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tbd30 |
SEK million Note
Cash flow from operating activities
Operating profit/loss
Working capital
Increase/decrease in other current receivables
Increase/decrease in accounts payable 0.8
Increase/decrease in other current operating liabilities 4.7
Cash flow from operating activities
Cash flow from investment activities
Cash flow from financing activities
Proceeds from issue of Class A shares 11 784.7
Proceeds from issue of Class B shares 11 17.3
Proceeds from issue of Class C shares 11 10.0
Issue expenses 11
12 3.2
10
Buy back of shares 11
Payment into restricted account
Cash flow from financing activities 14.9
Cash flow for the year 14.9
Decrease/increase in cash and cash equivalents 14.9
Opening cash and cash equivalents 0
Closing cash and cash equivalents 14 14.9
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| tbd30
FINANCIAL NOTES
The principal accounting policies applied in the preparation of
this annual report are set out below.
Basis for preparation
The company has prepared its financial statements in accor-
dance with the Swedish Annual Accounts Act and recommen-
dation RFR 2 of the Swedish Financial Reporting Board. RFR 2
Accounting for Legal Entities entails that the company applies
all EU-adopted International Financial Reporting Standards
the Swedish Financial Reporting Board’s recommendation RFR
2 for legal entities. The Annual Report has been prepared in
accordance with the historical cost convention.
The preparation of financial statements in compliance with
RFR 2 requires the use of certain key accounting estimates.
Furthermore, management is required to make certain
judgements in applying the accounting policies. The areas in
which management makes key estimates and assumptions for
accounting purposes, as well as judgements in the application
of accounting policies are further described in Note 2.
Functional currency and reporting currency
The Annual Report is presented in Swedish kronor, which is the
company’s functional currency and reporting currency.
Financial assets
Financial assets are recognised and measured at amortised
cost by applying the effective interest method. Interest income
from these financial assets is recognised in financial income
using the effective interest method. Financial assets that are
measured at amortised cost comprise the items cash and bank
balances as well as current investments.
Financial liabilities
Financial liabilities are recognised and measured at amortised
cost by applying the effective interest method. Financial
liabilities at amortised cost comprise accounts payable and
other liabilities.
the possibility to conduct settlement through net strike. This
means there is a variability in the number of shares that will be
issued and the fixed for fixed condition in IAS 32 is therefore
not fulfilled. In the event of net settlement, the company uses
its own shares as payment to settle the existing obligation.
The number of shares issued depends on the fair value of the
IAS 32 and classified as financial liabilities and not as equity.
The financial liability is initially recognised at amortised cost
and if the liability is negative in subsequent periods, the liability
is recognised at said negative value. The change in value is
recognised in profit or loss in financial items.
General policies
Purchases and sales of financial assets and liabilities are
recognised on the trade date – the date on which the company
undertakes to purchase or sell the asset or liability. Financial
assets are derecognised from the balance sheet when the right
to receive cash flows from the instrument has expired or been
transferred and the company has transferred substantially all
risks and benefits associated with the ownership. Financial
liabilities are derecognised from the balance sheet when the
contractual obligation has been fulfilled or otherwise been
extinguished. Financial assets are included in current assets,
except for those with maturities greater than 12 months after
the balance-sheet date, which are classified as non-current
assets. Financial liabilities are classified as current liabilities
unless the company has an unconditional right to defer
settlement of the liability for at least 12 months after the
reporting period.
Cash and cash equivalents
Cash and bank balances are classified as cash and cash equivalents.
Share capital
Share capital
Ordinary shares are classified as equity. Premiums received for
financial liabilities (refer to the section on financial instruments).
Transaction costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of
tax, from the issue proceeds.
Short-term employee benefits
Liabilities for salaries and remuneration, including non-mone-
tary benefits and paid sickness absence, that are expected to
be settled within 12 months after the end of the financial year
are recognised as current liabilities at the undiscounted amount
that is expected to be paid when the liabilities are settled.
Short-term benefits are recognised at cost, and as a liability
when there is a legal or constructive obligation to pay benefits.
Pension obligations
The company only has defined-contribution pension plans. For
defined-contribution plans, the company pays fixed contri-
butions to another company and has no legal or constructive
obligations to pay any additional contributions even if the other
company is unable to fulfil its commitments. The company’s
earnings are charged with costs as the employees’ pensionable
services are performed.
Other external expenses
Other external expenses include all costs for the business that
aim to evaluate and carry out a business combination..
Cash-flow statement
The cash-flow statement has been prepared using the indirect
method. The recognised cash flow includes only transactions that
have involved cash payments or disbursements. The company
classifies available receivables from banks and other credit
institutions as cash and cash equivalents.
Earnings per share
Earnings per share before dilution are calculated by dividing the
tbd30 |
profit/loss for the year by a weighted average of the number of
shares outstanding during the year.
Diluted earnings per share are calculated by dividing the profit/
loss for the year by the sum of the weighted average number
of ordinary shares and potential ordinary shares that may give
rise to a dilution effect. A dilution effect from potential ordinary
shares is only recognised if a conversion to ordinary shares
were to result in a reduction in earnings per share after dilution,
and since the company recognises a loss for the reported
periods no dilution effect is recognised
Estimates and judgements are reviewed periodically and are
based on historical experience and other factors, including
expectations of future events considered reasonable under the
prevailing circumstances. The company also makes important
judgements in the application of the company’s accounting
policies.
classified pursuant to IAS 32 Financial Instruments: Presentation.
These warrants can be settled through net strike. This means
there is a variability in the number of shares that will be issued
and the fixed for fixed condition in IAS 32 is therefore not
fulfilled. In the event of net settlement, the company uses its
own shares as payment to settle the existing obligation. The
number of shares issued depends on the fair value of the
company’s shares on the settlement date. These warrants have
therefore been recognised pursuant to IAS 32 and classified
as a financial liability and not as equity. The financial liability
is initially recognised at amortised cost and if the liability is
negative in subsequent periods, the liability is recognised at
said negative value. The subscription premium for accounting
is thus reported as a financial liability. The change in value is
recognised in profit or loss in financial items. The revaluation
within the framework of IFRS 2 Share-based Payment. As the
warrants can only be settled against shares and not against
cash, these warrants will be classified as equity-regulated. The
warrants) that was initially received is thus reported as an
increase in equity. No cost will be reported in the income
statement as the market price has been paid for the warrants.
Upon exercise of the warrants, the subscription price of SEK
All operations in the company are considered to constitute one
single segment. Operating segments are reported in a manner
consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker
is the function that is responsible for allocating resources and
assessing the result of the operating segments. In the company,
this function has been identified as the CEO, who makes
strategic decisions.
As of 31 July 2021, the company has not pledged any collateral.
On 31 July 2021, the company had contingent liabilities totalling
The company is exposed to different financial risks through
its business activities: market risk, credit risk and liquidity risk.
The company’s overall risk-management policy focuses on
the unpredictability of the financial markets and endeavours
to minimise potential unfavourable effects on the company’s
financial results.
(i) Currency risk
The company is not exposed to any material currency risk.
(ii) Interest-rate risk in respect of cash flows and fair valueden
The company is not exposed to any material interest-rate
risk for financial assets since the majority of the company’s
investments comprise zero-interest accounts. The company
has no financial liabilities with interest-rate risk since there is
no borrowing in the company.
(iii) Price risk
The company is not exposed to any material price risk.
Credit risk in the company arises through credit balances and
investments with banks and financial institutions. All bank
balances and investments are made with counterparties with
low credit risk. The company is not exposed to any material
credit risk since all counterparties are major, well-known banks.
Since commencing operations, the company has reported an
operating loss and cash flow is expected largely to remain
negative until the company completes a business combination.
The company expects the capital raised to be sufficient until
that date. If the company, partially or entirely, fails to acquire
sufficient capital, or only succeeds in obtaining this on unfavour-
able terms, this could have a material negative impact on the
company’s operations, financial position and performance.
The company conducts rolling forecasts to ensure that the
company has sufficient cash assets to meet the needs of
the operating activities. This follow-up is carried out through
reporting to the Board, when the outcome and forecast are
compared with the liquidity budget, which is prepared and
approved by the Board every year. The issue proceeds are
deposited in a blocked zero-interest account and totalled
SEK 836.6 million on the balance-sheet date. The deposited
amount in the Restricted Account can only be disposed of (a)
for financing a Business Combination, (b) to redeem Class A
shares in accordance with the terms and conditions of the
Company’s articles of association, (c) to pay income tax, (d) if
the Company is liquidated or declared bankrupt or in the event
that there is an establish composition procedure, and (e) a
payment obligation following a binding judgement or enforcement
judgement. In addition, the company held bank balances of SEK
14.9 million on the balance-sheet date.
16
| tbd30
In the table below, the company’s financial liabilities are organised according to the period remaining on the balance-sheet date
until the contractual due date. The amounts stated in the table comprise contractual, undiscounted cash flows.
The company’s target for its capital structure is to secure the
company’s ability to continue its operations so that it can generate
returns for shareholders and value for other stakeholders, and
maintain an optimal capital structure.
In 2021, the company’s strategy was to secure the company’s
ability to continue its operations until a business combination is
completed. The company’s strategy was also to secure capital
through a listing on Nasdaq OMX Stockholm’s main list in the
segment for SPAC companies on 24 June and the related IPO,
that was deposited in a restricted account at DNB, to be used to
complete a business combination.
SEK million
PwC
Audit engagement 0.24
Audit services in addition to audit engagement
Tax advisory services
Other services 0.47
Total 1.31
SEK million
Salaries
Social security contributions 0.2
Pension costs – defined-contribution plans 0.0
Group insurance premiums 0.0
0.7
SEK million
Salaries and
other remune-
ration (of which,
Social security
expenses (of
which, pension
Board members, CEO and 1.0 0.3
other senior executives
Other employees 0.0 0.0
Company total 1.0 0.3
Average number
of employees Of whom men
Sweden 3 2
Company total 3 2
Gender distribution of Board members and other senior
executives in the company
Number on the
balance-sheet
date Of whom men
Board members 3
CEO and other senior executives 2 2
Company total 6 4
At 31 July 2021, SEK million
months
3 months
Total contractual
cash flows Carrying amount
Finansiella skulder
Leverantörsskulder 0,8 0,8 0,8
Övriga skulder övrigt 4,7 4,7 4,7
Summa 5,3 56,5 - 62,0 62,0
tbd30 |
Fees are payable to the Chairman and members of the Board
in accordance with a decision of the general meeting. Separate
fees are not paid for work on committees. The guidelines for
remuneration and other terms of employment for company
management primarily mean the company is to offer its senior
executives marketable remuneration, that remuneration is
prepared by the Board’s separate Remuneration Committee,
that criteria thus consist of the senior executive’s responsibility,
role, qualifications and position. Remuneration of senior executives
is resolved by the Board excluding any Board members who are
dependent on the company and company management. The
guidelines are applied to new agreements, or to amendments
to existing agreements drawn up with senior executives after
the establishment of the guidelines and until such time as new
or revised guidelines are established. The proposed complete
guidelines for 2021 are published on the company’s website.
Salaries, remuneration, social security expenses and pension
costs were paid as specified in the tables below.
SEK million
Base salary
Directors’ fees
Variable
remuneration Other benefits Pension costs Consultant fees Total
Chairman Ingrid Bonde 0.17 - - - - 0.17
Board member Anders Böös 0.08 - - - - 0.08
Board member Anders
0.40 - - - - 0.40
Board member Ulrika Hagdahl 0.08 - - - - 0.08
Board member Lars Wedenborn 0.08 - - - - 0.08
CFO Caesar Gezelius 0.23 - - 0.03 - 0.26
Total 1.04 - - 0.03 - 1.07
Pension benefits for the CEO and other senior executives
shall reflect ordinary market conditions, compared with what
is generally applicable for corresponding executives in other
companies and shall normally be based on defined-contribution
pension plans. A fixed salary paid during the period of notice
and any severance pay shall together not exceed an amount
corresponding to two years’ fixed salary. The mutual period of
notice for a senior executive may be at most 12 months, during
which period salary is to be paid. In the event of notice to
terminate employment being given by the senior executive, the
period of notice may be at most six months, without the right to
severance pay.
Directors’ fees resolved at the Annual General Meeting on 30
Interest expenses and similar profit/loss items:
Current tax -
Deferred tax -
-
Profit/loss before tax
Income tax according to applicable tax rate,
20.6% 2.1
Loss carry-forwards for which no deferred tax
asset has been recognised 2.1
Tax expense 0.0
Unused loss carry-forwards for which no
deferred tax asset has been recognised
Potential tax benefit, 20.6%
There is no expiry date that restricts the use of the loss
carry-forwards. However, it remains uncertain when these loss
carry-forwards will be possible to use to offset taxable profits.
The deferred tax asset related to the loss carry-forward is
therefore not recognised at any value.
| tbd30
Financial instruments measured at fair value are defined at the
following levels:
• Quoted prices (unadjusted) for similar assets or liabilities in
• Inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly (i.e.
as price listings) or indirectly (i.e. derived from price listings)
• Inputs for the asset or liability that are not based on
Series 2021:2 and 2021:3 warrants issued
During the year, an issue took place of 8,400,000 Class A
Class A shares, which were issued on 24 June 2021, entitled
the holder to receive a non-chargeable warrant on a record
be used to subscribe for one Class A share, meaning 8,400,000
on Nasdaq Stockholm on 2 August 2021. Class A shares and
the owners of Class A shares who own shares on the record
date that will be set to a date as soon as practicable following
the completion of the business combination, are entitled to
intended to be admitted to trading on Nasdaq Stockholm when
they are allotted to Class A shareholders in connection with
the completion of a business combination. At most, 8,400,000
warrants may be allotted to holders of Class A shares, which
means at most 2,100,000 Class A shares may be added through
subscription.
warrants until 30 June 2026. The subscription price for series
used to subscribe for one Class A share at a subscription price
strike.
certain conditions, the company can request redemption of
warrants, the company has the right to decide whether the
warrant holders shall receive cash settlement, execute the
subscription of Class A shares or conduct the subscription
through net strike.
The distribution between the concurrent issue of Class A
shares and the issue of warrants is reported according to its
financial significance, where the warrants are recognised at
has been determined using the Black-Scholes’ valuation model
and is included at level 3. Important input data in the listing
valuation model comprised an underlying share price of SEK
a business combination), risk-free interest with a maturity
warrants are recognised at a premium of SEK 2.03. Fair value
has been determined using the Black-Scholes’ valuation model
and is included at level 3. The valuation was performed in two
stages and important stage 1 input data comprised an under-
lying share price of SEK 100.02, respective exercise prices
combination), risk-free interest with a maturity of 4 years of
at a premium of SEK 4.66. Fair value has been determined
using the Black-Scholes’ valuation model and is included at
level 3. Important input data in the valuation model comprised
an underlying share price of SEK 100.98, an exercise price of
risk-free interest with a maturity of 4 years of -0.297%, and
premium of SEK 2.07. Fair value has been determined using the
Black-Scholes’ valuation model and is included at level 3. The
valuation was performed in two stages and important stage 1
input data comprised an underlying share price of SEK 100.98,
time before a business combination), risk-free interest with a
maturity of 4 years of -0.297%, and volatility of 30%. Possible,
reasonable changes in the above parameters are not expected
to materially impact earnings and equity. The period’s change in
8,400,000 were possible to exercise.
For all of the company’s other financial instruments recognised
at amortised cost, the carrying amount corresponds to fair
value since interest is on a par with current market rates or
since the items are short term.
tbd30 |
Ordinary shares
Share capital
Opening balance
New issue of Class A shares on 24
8,400,000 2,100
New issue of Class B shares on 16
2,000,000
New issue of Class C shares on 11
100,000
At 31 July 2021 10,500,000 2,625
The company’s Class A shares were issued in an Offering
open to the general public on 24 June in conjunction with
its listing on Nasdaq OMX Stockholm’s main list in the SPAC
segment. The company’s Class B and C shares were issued on
16 April and 11 June, respectively, and were fully subscribed
for by the company’s founders, Board and management. The
Class B shares can only be converted to Class A shares after
the completed business combination, though not before the
proceeds paid for Class C shares will be redeemed in the
event of a business combination at their original issue price.
Class A shares were bought back during the period from 24
June 2021 through 19 July 2021, all of which were held as
treasury shares at the balance-sheet date. All shares issued by
the company are paid-up in full.
Series 2021:1 warrants issued
In conjunction with the formation of the company, an issue
of 2,000,000 warrants was made to the company’s sponsors,
Board and senior executives. The warrants entail a right to
subscribe for new Class B shares in the company. The Class
B shares and the warrants were both subscribed and paid
for on 16 April 2021. The distribution between the concurrent
issue of Class B shares and the issue of warrants is reported
according to its financial significance, where the warrants
market value has been determined using the Black-Scholes’
valuation model, and important input data in the model was an
underlying share price of SEK 100 (assumed price per ordinary
share provided that the company can complete the planned
business combination), risk-free interest with a maturity of 4
years of -0.216%, and volatility of 30%. Each warrant entitles
the holder to subscribe for one new Class B share in tbd30 at
share through the exercise of a warrant can take place from the
time of subscription up to and including 30 June 2026.
In connection with subscription, the warrant holder shall have
the right to choose to (i) execute the subscription of Class B
shares, or (ii) carry out subscription through net strike. The
warrants can only be exercised against subscription of shares,
however, the number of shares subscribed for may be variable.
can only be converted to Class B shares, which in turn cannot
be converted to Class A shares until a period of one year has
passed following the completion of a business combination.
31 July 2021
Accrued salaries, holiday pay and social security
contributions 0.7
Other items 4.0
Cash and cash equivalents in the cash-flow statement include
the following:
31 July 2021
Cash and bank balances 14,9
Cash and cash equivalents in the cash-flow
statement 14,9
20
| tbd30
AGB Kronolund AB**
Servisen
Investment
Management AB** Ingrid Bonde Ulrika Hagdahl Lars Wedenborn Caesar Gezelius
Class A shares 300,000 300,000 1,000
Price 100 100 100 100 100 100
Total 30,000,000 30,000,000 5,000,000 5,000,000 5,000,000 100,000
Class B shares 903,332 903,332 83,336 10,000
Price 0.25 0.25 0.25 0.25 0.25 0.25
Total 213,333 213,333 20,834 12,500 12,500 2,500
Class C shares 4,166
Price 100 100 100 100 100 100
Total 4,516,700 4,516,700 416,600 250,000 250,000 50,000
warrants 903,332 903,334 83,333 10,000
Price 10 10 10 10 10 10
Total 9,033,330 9,033,340 833,330 500,000 500,000 100,000
warrants 300,000 300,000 1,000
Price* 0 0 0 0 0 0
Total 0 0 0 0 0 0
Related parties consist of senior executives in the company,
meaning the Board and company management, and their family
members. During the period, transactions with related parties
took place. The company has issued Class A shares, Class B
warrants have all been fully subscribed for by the company’s
sponsors, Board and management.
All related-party transactions have been conducted on market
terms.
The following transactions have been made with related parties:
For remuneration to senior executives, refer to Note 7.
shareholders and admitted to trading on 2 August.
The following earnings are at the disposal of the Annual
General Meeting:
Share premium reserve 797.9
Retained earnings –
Profit/loss for the year
SEK 787.8
The Board of Directors proposes that funds be appropriated as
follows
dividends to shareholders SEK 0 per share, totalling -
to be carried forward 787.8
SEK 787.8
21
tbd30 |
tbd30 calculates various alternative performance measures
applicable rules for financial reporting. The performance
measures facilitate comparisons between different periods and
can be used for internal analysis of the business operations’
earnings, performance and financial position and are therefore
deemed to offer valuable information to external stakeholders.
Reconciliations relating to alternative performance measures
have been prepared in accordance with ESMA. For definitions,
refer to the Definitions section.
Equity/assets ratio
Equity in relation to total assets
Equity per share
Equity divided by the number of shares outstanding
Earnings per share by average number of shares at period end
Profit/loss after tax divided by the number of shares
outstanding at end of period
Net loan receivables
Financial interest-bearing assets less interest-bearing liabilities.
Net borrowings
Definition as for net loan receivables, but the term is used
when interest-bearing liabilities exceed interest-bearing assets.
Earnings per share
Profit/loss after tax divided by the average number of shares
outstanding in the period.
Diluted earnings per share
Profit/loss after tax divided by the average number of shares
outstanding after dilution in the period.
Operating profit/loss
Operating profit/loss after depreciation/amortisation of tangible
and intangible assets.
22
| tbd30
Equity per share
Equity to shareholders divided by the number of shares
outstanding before dilution.
Calculation 31 July 2021
Equity, SEK million 790.4
Number of shares outstanding before dilution
Equity per share, SEK 75.3
Equity/assets ratio
Equity as a percentage of total assets
Calculation 31 July 2021
Equity, SEK million 790.4
Total assets, SEK million
Equity per share, SEK 92.7%
Earnings per share by average number of shares at period end
Profit/loss after tax divided by the number of shares
outstanding at end of period
Calculation 31 July 2021
Profit/loss after tax, SEK million
Number of shares outstanding at period end
Earnings per share by average number of shares at
period end, SEK 0.96
Net loan receivables
Financial interest-bearing assets less interest-bearing liabilities.
Calculation 31 July 2021
Interest-bearing assets, SEK million 14.9
Interest-bearing liabilities, SEK million –
Net loan receivables, SEK million 14.9
23
tbd30 |
SIGNATURES
The Board of Directors and the CEO declare that the financial statements have been prepared in accordance with the Swedish
Annual Accounts Act and RFR 2. The Annual Report has been prepared in accordance with the generally accepted accounting
policies and provides a true and fair view of the company’s profits and financial position. The Administration Report for the company
provides a true and fair overview of the company’s operations, financial position and earnings, and describes, together with the
complete report on the company’s website www.tbd30.se, the significant risks and uncertainties to which the company is exposed.
Stockholm, 27 August 2021
tbd30 AB (publ)
Our auditor’s report was submitted on 27 August 2021
Öhrlings PricewaterhouseCoopers AB
Ingrid Bonde
Chairman
Anders Lönnqvist
Board member & CEO
Nicklas Kullberg
Authorized Public Accountant
Ulrika Hagdahl
Board member
Anders Böös
Board member
Lars Wedenborn
Board member
24
| tbd30
AUDITOR’S REPORT
We have audited the annual accounts of tbd30 AB (publ) for
In our opinion, the annual accounts have been prepared in
accordance with the Annual Accounts Act and present fairly,
in all material respects, the financial position of tbd30 AB as of
31 July 2021 and its financial performance and cash flow for
the year then ended in accordance with the Annual Accounts
Act. The statutory administration report is consistent with the
other parts of the Annual Report.
We therefore recommend that the general meeting of
shareholders adopts the income statement and balance sheet
for tbd30 AB (publ).
Our opinions in this report on the annual accounts are
consistent with the content of the additional report that has
been submitted to the Board of the company in accordance
We have conducted our audit in accordance with International
standards in Sweden. Our responsibilities under those
standards are further described in the Auditors’ Responsibilities
section. We are independent of tbd30 AB (publ) in accordance
with professional ethics for accountants in Sweden and have
otherwise fulfilled our ethical responsibilities in accordance
with these requirements. This includes that, based on the
best of our knowledge and belief, no prohibited services
been provided to the audited company or, where applicable,
its parent company or its controlled companies within the EU.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinions.
Audit scope
We designed our audit by determining materiality and
assessing the risks of material misstatement in the financial
statements. In particular, we considered where the CEO and
Board of Directors made subjective judgements; for example,
in respect of significant accounting estimates that involved
making assumptions and projections considering future
events that are inherently uncertain. As in all of our audits, we
also addressed the risk of the Board of Directors’ and CEO’s
override of internal controls, including among other matters
consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient
work to enable us to provide an opinion on the financial
statements as a whole, taking into account the structure of
the company, the accounting processes and controls, and the
industry in which the company operates.
Materiality
The scope of our audit was influenced by our application
of materiality. An audit is designed to obtain reasonable
assurance whether the financial statements are free from
material misstatement. Misstatements may arise due to fraud
or error. They are considered material if individually or in
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the
financial statements.
Based on our professional judgement, we determined certain
quantitative thresholds for materiality for the financial
statements as a whole. These, together with qualitative
considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and
in aggregate, on the financial statements as a whole.
The Board of Directors and the CEO are responsible for the
preparation of the annual accounts and that they give a fair
presentation in accordance with the Annual Accounts Act.
The Board of Directors and the CEO are also responsible for
such internal control as they determine is necessary to enable
the preparation of annual accounts that are free from material
misstatement, whether due to fraud or error.
In preparing the annual accounts, the Board of Directors and
the CEO are responsible for the assessment of the company’s
ability to continue as a going concern. They disclose, as
applicable, matters related to going concern and application
of the going concern basis of accounting. The going concern
basis of accounting is however not applied if the Board of
Directors and the CEO intend to liquidate the company, to
cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about
whether the annual accounts as a whole are free from material
misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinions. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs and generally
accepted auditing standards in Sweden will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually
or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
of these annual accounts.
As part of an audit in accordance with ISAs, we exercise
professional judgement and maintain professional scepticism
throughout the audit. We also:
• identify and assess the risks of material misstatement of
the annual accounts, 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 opinions. The risk of not detecting
a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion,
tbd30 |
forgery, intentional omissions, misrepresentations, or the
override of internal control.
• obtain an understanding of the company’s internal control
relevant to our 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 the Board of Directors and the CEO.
• conclude on the appropriateness of the Board of Directors’
and the CEO’s use of the going concern basis of accounting
in preparing the annual accounts. We also draw a
conclusion, based on the audit evidence obtained, as to
whether any 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 annual accounts or, if such disclosures are inadequate,
to modify our opinion about the annual accounts. 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 a company to cease to continue as a
going concern.
• evaluate the overall presentation, structure and content of
the annual accounts, including the disclosures, and whether
the annual accounts represent the underlying transactions
and events in a manner that achieves fair presentation.
We must inform the Board of Directors of, among other
matters, the planned scope and timing of the audit. We must
also inform of significant audit findings during our audit,
including any significant deficiencies in internal control that
we identified.
Furthermore, we are obliged to provide the Board of Directors
with a statement confirming that we have complied with
relevant professional requirements regarding independence,
and present all relations and other circumstances that might
impact our independence and, if necessary, measures taken
to eliminate threats or implemented counter-measures.
Of the areas communicated by the Board of Directors, we
establish which have been the most significant for the audit
of the annual accounts, including the risks assessed to be the
most significant as regards material misstatements which,
therefore, comprise the key audit matters. Unless laws and
other regulations prevent us from disclosure of the matter,
these disclosures will be included in our auditor’s report.
In addition to our audit of the annual report, we have also
performed a review that the Board of Directors and the CEO
have prepared the annual report in a format that enables
uniform electronic reporting (ESEF report) pursuant to
Chapter 16, Section 4(a) of the Swedish Securities Market Act
2021 financial year.
Our review and our opinion relate only to the statutory
requirements.
In our opinion, the ESEF report has been prepared in a format
that essentially enables uniform electronic reporting.
We have performed the review in accordance with the
FAR’s recommendation RevR 18 Review of the ESEF report.
Our responsibility under this recommendation is described
in more detail in the Auditors’ responsibility section. We
are independent of tbd30 AB (publ) in accordance with
professional ethics for accountants in Sweden and have
otherwise fulfilled our ethical responsibilities in accordance
with these requirements.
We believe that the evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
The Board of Directors and the CEO are responsible for
ensuring that the ESEF report has been prepared in accordance
with the Chapter 16, Chapter 4(a) of the Swedish Securities
controls that are deemed necessary to prepare the ESEF
report without material errors, whether due to fraud or error.
Our responsibility is to form an opinion with reasonable
certainty whether the ESEF report is in all material respects
prepared in a format that meets the requirements of Chapter
16, Section 4(a) of the Swedish Securities Market Act
RevR 18 requires us to plan and execute review procedures
to achieve reasonable assurance that the ESEF report is
prepared in a format that meets these requirements.
Reasonable assurance is a high level of assurance, but it
is not a guarantee that a review carried out according to
RevR 18 and generally accepted auditing standards in
Sweden will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of the ESEF report.
Quality Control) for Firms that Perform Audits and Reviews of
Financial Statements, and other Assurance and Related Services
Engagements and accordingly maintains a comprehensive
system of quality control, including documented policies and
procedures regarding compliance with professional ethical
requirements, professional standards and legal and regulatory
requirements.
The review involves obtaining evidence, through various
procedures, that the ESEF report has been prepared in a
format that enables uniform electronic reporting of the annual
accounts. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material
26
| tbd30
misstatement in the report, whether due to fraud or error.
In carrying out this risk assessment, and in order to design
audit procedures that are appropriate in the circumstances,
the auditor considers those elements of internal control that
are relevant to the preparation of the report by the Board of
Directors and the CEO, but not with a view to providing an
opinion on the effectiveness of those internal controls. The
review also includes an evaluation of the appropriateness
and reasonableness of the Board of Directors’ and the CEO’s
assumptions.
The review procedures mainly include a technical validation
of the ESEF report, i.e. if the file containing the ESEF report
meets the technical specification set out in the Commission’s
the ESEF report with the audited annual report.
In addition to our audit of the annual accounts, we have also
audited the administration of the Board of Directors and CEO
year and of the proposed appropriation of the company’s
profit or loss.
We recommend to the general meeting of shareholders that
the loss be appropriated in accordance with the proposal in
the administration report and that the members of the Board
of Directors and the CEO be discharged from liability for the
financial year.
We have conducted the audit according to generally accepted
auditing standards in Sweden. Our responsibilities under
those standards are further described in the Auditors’
Responsibility section. We are independent of tbd30 AB (publ)
in accordance with professional ethics for accountants in
Sweden and have otherwise fulfilled our ethical responsibilities
in accordance with these requirements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinions.
The Board of Directors is responsible for the proposal of
allocation of the company’s profit or loss. At the proposal of a
dividend, this includes an assessment of whether the dividend
is justifiable considering the requirements that the company’s
type of operations, size and risks place on the size of the
company’s equity, consolidation requirements, liquidity and
position in general.
The Board of Directors is responsible for the organisation and
administration of the company’s affairs. This includes, inter alia,
continuous assessment of the company’s financial situation
and ensuring that the company’s organisation is designed so
that the accounting, management of assets and the company’s
financial affairs otherwise are controlled in a reassuring
manner. The CEO is to manage the ongoing administration
according to the Board of Directors’ guidelines and instructions
and, inter alia, take the actions necessary to fulfil the company’s
accounting in accordance with law and handle the management
of assets in a prudent manner.
Our objective concerning the audit of the administration,
and thereby our opinion about discharge from liability is to
obtain audit evidence to assess with a reasonable degree of
assurance whether any member of the Board of Directors or
• has undertaken any action or been guilty of any omission
which can give rise to liability to the company; or
• in any other way has acted in contravention of the
Companies Act, the Annual Accounts Act or the Articles of
Association.
Our objective concerning the audit of the proposed appropri-
ations of the company’s profit or loss, and thereby our opinion
about this, is to assess with reasonable degree of assurance
whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
generally accepted auditing standards in Sweden will always
detect actions or omissions that can give rise to liability to the
company, or that the proposed appropriations of the company’s
profit or loss are not in accordance with the Companies Act.
As part of an audit in accordance with generally accepted
auditing standards in Sweden, we exercise professional
judgement and maintain professional scepticism throughout
the audit. The examination of the administration and the
proposed appropriations of the company’s profit or loss is
based primarily on the audit of the accounts. Additional audit
procedures performed are based on our professional judge-
ment with a starting point in risk and materiality. This means
that we focus the examination on such actions, areas and
relationships that are material for the operations and where
deviations and breaches would have particular importance for
the company’s circumstances. We examine and test decisions
undertaken, support for decisions, actions taken and other
circumstances that are relevant to our opinion concerning
discharge from liability. As a basis for our opinion on the Board
of Directors’ proposed appropriations of the company’s profit
or loss we examined whether the proposal is in accordance
with the Companies Act.
Öhrlings PricewaterhouseCoopers AB was appointed auditor
of tbd30 AB (publ) by the general meeting of the shareholders
on 31 March 2021 and has been the company’s auditor since
31 March 2021.
Stockholm, 27 August 2021
Öhrlings PricewaterhouseCoopers AB
Nicklas Kullberg
Authorised Public Accountant
tbd30 |
Anders Lönnqvist, CEO
anders.lonnqvist@tbd30.se
Caesar Gezelius, CFO
caesar.gezelius@tbd30.se