468 SPAC II SE: Marley Spoon SE starts trading on the Frankfurt Stock Exchange through successful business combination with 468 SPAC II SE

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Press Release

Marley Spoon SE starts trading on the Frankfurt Stock Exchange through successful business combination with 468 SPAC II SE

Luxembourg, Berlin – July 11, 2023 – Marley Spoon SE (“Marley Spoon”), one of the leading global subscription-based meal kit providers, will start trading today on the Frankfurt Stock Exchange under the ticker symbol "MS1" through the business combination with 468 SPAC II SE (trading as Marley Spoon Group SE from 13 July). Marley Spoon and 468 SPAC II SE ("468 SPAC II"), a Luxembourg special purpose acquisition company (SPAC) sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert (General Partners of 468 Capital and serial SPAC-sponsors) closed their previously announced business combination on July 6, 2023 following which the combined entity will operate as “Marley Spoon Group”.

The business combination and related pre-De-SPAC private placement resulted in approximately EUR 44.9 million of raised capital. The proceeds are planned to be invested in further accelerating growth, as well as reinforcing the working capital buffer and strengthening the balance sheet to be best positioned to capture multi-dimensional growth opportunities.

Fabian Siegel, Founder and CEO, Marley Spoon: "Today is an amazing day for Marley Spoon. We are delighted to join some of the world's most renowned brands and companies on the Frankfurt Stock Exchange, which we believe exhibits technological affinity and liquidity, and which is the more natural listing venue for Marley Spoon, a European-based company founded in Berlin in 2014. While we celebrate our successful listing today, our focus is fully on the future: we look forward to building on our success to continue our growth story. We are excited to embark on this new trajectory for our business along with our team members, our customers and our investors, and lead the digital transformation of our industry."

Marley Spoon Group will continue to be led by its founder Fabian Siegel and Jennifer Bernstein (CFO), who will form the management board of Marley Spoon Group. The new Marley Spoon Group SE supervisory board will consist of high-profile and experienced members from a broad range of industries, headed by Christian Gisy (Chairman), Alexander Kudlich (Sponsor of 468 SPAC) and Yehuda Shmidman. They will work closely with the management board, to strengthen the company's global footprint, thus positively impacting the business whilst supporting further expansion of the product portfolio.

Berenberg acted as Financial Advisor and Sullivan & Cromwell as Legal Advisor for 468 SPAC II.

About Marley Spoon Group SE
Marley Spoon is a global direct-to-consumer (DTC) meal-kit company. The vision is to "Build a better everyday, just for you, just right." Marley Spoon was founded in 2014 with the aim of helping customers cook for their families and manage their busy lives. Marley Spoon also recognized the need for a more sustainable approach to cooking at home, aiming to reduce food waste caused by traditional supermarket supply chains. Marley Spoon currently operates various brands in three regions: Europe (Austria, Belgium, Germany, Denmark, and the Netherlands). Australia and the United States.(The meal-kit brands, Marley Spoon, Martha Stewart & Marley Spoon, and Dinnerly, deliver pre-portioned fresh ingredients with delicious and straightforward recipes, as well as other dining solutions, reliably to customers every week. Customers have the freedom to choose what and when to eat, eliminating the hassle of grocery shopping. Chefgood is their direct-to-consumer ready-to-heat (RTH) service that caters to health-conscious customers, offering premium-priced, high-quality, healthy, and nutritious RTH meals and eating solutions.

Marley Spoon's company culture is characterized by autonomy, transparency, and accountability. It is guided by its purpose, driven by ambition, and prioritizes principles over policies. Marley Spoon takes pride in its international and diverse team, which maintains a balanced gender ratio. Marley Spoon continually strives to build the best team possible.

About 468 SPAC II SE
468 SPAC II is a Luxembourg special purpose acquisition company (SPAC) sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert, the General Partners of technology investment firm 468 Capital.

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.