DEAL - SPAC - de-SPAC - ESG

Luxembourg, 18 January 2023 – Arendt & Medernach advised GFJ ESG Acquisition I SE, a Luxembourg special purpose acquisition company (SPAC) with focus on ESG-related technologies supporting the path to de-carbonization and sponsored by Gisbert Rühl, former CFO of Klöckner & Co, and the startup investors Joseph Brunner, in its successful business combination with Learnd Limited ("Learnd"), a leading Building-Performance-As-A-Service company providing cloud based services to deliver building management and optimization solutions by using its technology platform to help customers achieving safer, more efficient and more sustainable buildings, e.g. by reducing energy spends, energy costs, maintenance costs and carbon emissions of their buildings.

On 27 October 2022, GFJ ESG Acquisition I SE and Learnd entered into a business combination agreement pursuant to which GFJ ESG Acquisition I SE would acquire all of the outstanding equity and equity equivalents in Learnd in exchange for the issue of new public shares, which transaction closed on 18 January 2023. The prospectus prepared for the admission of the new public shares to trading on the Frankfurt Stock Exchange was approved on 19 January 2023 by Luxembourg's financial regulator CSSF (Commission de Surveillance du Secteur Financier).

This de-SPAC transaction puts the spotlight on remaining SPACs trading in Europe and looking for a de-SPAC transaction in the near future. GFJ ESG Acquisition I SE has been advised on all Luxembourg legal matters by a team from the international law firm Arendt & Medernach specialising in Corporate and capital markets law, led by partner Alexander Olliges.

Arendt team involved:

• Corporate Law, Mergers & Acquisitions: Haider Gontier, Alexander Olliges and Viktoria Werhann
• Finance & Capital Markets: Burak Aytaç, Milos Vulevic, François Warken and Serge Zeien
• Tax Law: Philipp Jost and Jan Neugebauer