8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2024

CORNER GROWTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39814	98-1563902
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

251 Lytton Avenue, Suite 200
Palo Alto, California	94301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 543-8180

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	COOLU	The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the units	COOL	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	COOLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On March 13, 2024, Noventiq Holdings PLC (“Noventiq”) and Corner Growth Acquisition Corp. (the “Company” or “Corner Growth”) issued a joint press release announcing the filing with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4/A (the “F-4/A”) in connection with the previously announced proposed Business Combination (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Additionally, on March 13, 2024, Noventiq provided supplemental information regarding the Business Combination in an investor presentation published on Noventiq's website. A copy of the presentation is filed herewith as Exhibit 99.2 and is incorporated by reference herein.

No Offer or Solicitation

This communication relates to the proposed business combination between Noventiq and Corner Growth (the “Business Combination”). This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information and Where to Find It

In connection with the Business Combination, Noventiq Holding Company has filed with the SEC a Registration Statement on Form F-4 (as may be amended from time to time, the “Registration Statement”), which includes a preliminary prospectus and preliminary proxy statement. Corner Growth will mail a definitive proxy statement, definitive prospectus and other relevant documents to its shareholders when the Registration Statement is declared effective. This communication is not a substitute for the Registration Statement, the definitive proxy statement, the definitive prospectus or any other document that Corner Growth will send to its shareholders in connection with the Business Combination. Investors and security holders of Corner Growth are advised to read, when available, the proxy statement in connection with Corner Growth’s solicitation of proxies for its special meeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement will contain important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement will be mailed to shareholders of Corner Growth as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website www.sec.gov or by directing a request to: ryan.flanagan@icrinc.com.

Participants in the Solicitation

Corner Growth, Noventiq and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Corner Growth’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Corner Growth’s directors and officers in Corner Growth’s filings with the SEC including the Registration Statement which will include the proxy statement of Corner Growth for the Business Combination, and such information and names of Noventiq’s directors and executive officers will also be in the Registration Statement which will include the proxy statement of Corner Growth for the Business Combination.

About Noventiq

Noventiq is a leading global solutions and services provider in digital transformation and cybersecurity, headquartered in London. The company enables, facilitates, and accelerates digital transformation for its customers’ businesses, connecting organizations across a comprehensive range of industries with best-in-class IT vendors, alongside its own services and proprietary solutions.

The company’s rapid growth is underpinned by its three-dimensional strategy to expand its market penetration, product portfolio, and sales channels. This is supported by an active approach to M&A, positioning Noventiq to capitalize on the industry’s ongoing consolidation. With around 6,400 employees globally, Noventiq operates in approximately 60 countries with significant growth potential in multiple regions including Latin America, EMEA, and APAC – with a notable presence in India.

About Corner Growth Acquisition Corp.

Corner Growth (Nasdaq: COOL) is a special purpose acquisition company (SPAC) focused on partnering with a high growth technology company. Corner Growth’s mission is to deliver value to its investors by providing a compelling alternative to a traditional public offering. Corner Growth is uniquely positioned to deliver on its value-add approach given its management team’s history, experience, relationships, leadership and track record in identifying and investing in disruptive technology companies across all technology verticals.

Corner Growth also brings a group of highly respected investment professionals, with strong track records and deep individual experience in SPAC and de-SPAC processes, a rolodex of premier public market investors, and a team of advisors who offer experience and access to networks across a broad functional and physical geography.

Forward Looking Statements

Certain statements made herein that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “target,” “aim,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Corner Growth and Noventiq, the estimated or anticipated future results and benefits of the Combined Company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the Combined Company, statements regarding Noventiq’s future financial position, and other statements that are not historical facts. These statements are based on the current expectations of Corner Growth’s management and/or Noventiq’s management, as applicable, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Corner Growth and Noventiq. These statements are subject to a number of risks and uncertainties regarding Noventiq’s business, Corner Growth’s businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the shareholders of Corner Growth or Noventiq for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Corner Growth or Noventiq; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the Combined Company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by Corner Growth’s shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; costs related to the Business Combination; the impact of competitive products and pricing on Noventiq; Noventiq’s ability to offer the products and services of its key vendors, particularly Microsoft, for sale to customers and to earn incentives on such sales; demand for Noventiq’s services and solutions; the ability of Noventiq to achieve operating synergies from acquired businesses; the successful integration of acquired businesses; breaches in cybersecurity or disruption to IT systems; Noventiq’s ability to attract, hire, train and retain experienced personnel; fluctuations in currency exchange rates; the ability to comply with the laws and regulations across the markets in which Noventiq operates and the effectiveness of its internal controls, procedures, compliance systems and risk management systems; other risks and uncertainties detailed in the F-4; and those factors discussed in Corner Growth’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021, in Corner Growth’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, and other filings with the SEC. If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Corner Growth and/or Noventiq presently do not know or that Corner Growth and/or Noventiq currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide the expectations, plans or forecasts of future events and views of Corner Growth and/or Noventiq as of the date of this communication. Corner Growth and Noventiq anticipate that subsequent events and developments will cause their assessments to change. However, while Corner Growth and/or Noventiq may elect to update these forward-looking statements at some point in the future, Corner Growth and Noventiq specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Corner Growth’s and/or Noventiq’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Noventiq Holdings PLC and Corner Growth Acquisition Corp., dated March 13, 2024.
99.2	Investor Presentation of Noventiq Holdings PLC, dated March 13, 2024.
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CORNER GROWTH ACQUISITION CORP.
Date:	March 13, 2024	By:	/s/ Jerome “Jerry” Letter
			Jerome “Jerry” Letter Chief Financial Officer and Chief Operating Officer

EX-99.1

Exhibit 99.1

 

Noventiq and Corner Growth Acquisition Corp. File Form F-4/A;
Reports Strong H1 FY24 Results Ahead of Proposed Nasdaq Listing

LONDON and PALO ALTO, Calif. – March 13, 2024 – Noventiq Holdings PLC (“Noventiq”), a global digital transformation and cybersecurity solutions and services provider, and Corner Growth Acquisition Corp. (Nasdaq: COOL) (“Corner Growth”), a special purpose acquisition company led by veteran technology investors (“Sponsors”), today filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4/A (the “F-4/A”) in connection with the previously announced proposed Business Combination (as defined below).

Recent Key Business Developments

· Noventiq delivered strong results with revenue for the first six months FY24 of $219.8 million, an increase of 36.4% year-over-year on a reported currency basis and 41.4% in constant currency. Gross profit was $93.8 million, an increase of 25.3% on a reported currency basis, and 32.6% in constant currency. Adjusted EBITDA (excluding share based compensation) was $14.0 million, an increase of 178.4% on a reported currency basis. Adjusted EBITDA (excluding share based compensation) margin on revenue was 6.4%.

· Noventiq recently completed an audit in compliance with Public Company Accounting Oversight Board (“PCAOB“) requirements on its financial statements for FY22 and FY23, and a review by its auditors on the first six months of H1 FY24.

Noventiq has also published its updated investor presentation which includes highlights of its strategy, positioning and financial results, which can be found at [Noventiq IR]

Hervé Tessler, CEO of Noventiq, said:

“I am very pleased with the strong growth and continued momentum in our business as we position Noventiq for a Nasdaq listing. In addition to the strength of our operational performance, we continue to drive our transformational agenda across our global client base as we invest at scale in our business and our people, and in new and enhanced technologies and capabilities. I am excited about the opportunities ahead as we make significant progress towards delivering more value for all our stakeholders.”

Marvin Tien, Co-Chairman & CEO of Corner Growth, said:

“Noventiq continues to drive significant top line and EBITDA growth through its strong and special partnerships with Microsoft and Amazon and secular tailwinds for growing IT spend in India and other core emerging markets.  With deep expertise in digital transformation, cybersecurity and artificial intelligence solutions, and a track record of successfully scaling in high-growth emerging markets, we believe Noventiq is truly a transformative company with a substantial opportunity ahead. We are very excited for the future, and pleased to be a key partner and supporter of Noventiq as they pursue this transaction.”

 

Continued Momentum for the six months to 30 September 2023 (H1, FY24)

· Revenue for the six months FY24 of $219.8 million, an increase of 36.4% year-over-year on a reported currency basis and 41.4% in constant currency.

· Noventiq reported broad based strength with double-digit growth across all three business segments. Services revenue of $95.7 million grew 37.3% year-over-year, Hardware revenue of $60.4 million grew 54.7% year-over-year, and Software & Cloud revenue of $63.6 million grew 21.6% year-over-year. From a geographic perspective, APAC and EMEA were particularly strong with revenue growth of 96.2%, and 44.6%, respectively.

· Recurring revenue was $43.1 million representing an increase of 23.1% year-over-year.

· Gross profit was $93.8 million, an increase of 25.3% year-over-year on a reported currency basis, and 32.6% in constant currency. Gross profit in Services was $41.8 million with growth of 30.9% year-over-year. Gross profit in Software & Cloud was $42.2 million with growth of 22.1% year-over-year. Gross profit in Hardware was $9.8 million with growth of 16.8% year-over-year.

· Adjusted EBITDA (excluding share based compensation) was $14.0 million, an increase of 178.4% year-over-year on a reported currency basis. Adjusted EBITDA (excluding share based compensation) margin on revenue was 6.4%.

Refer to exhibits to this press release for reconciliations of Non-IFRS financial measures to IFRS financial measures.

Business Outlook

While the company expects continued strong demand from its customers for digital transformation, it remains mindful of the continued broader economic and geopolitical uncertainty.

For FY24 (fiscal year ended March 31, 2024), Noventiq is now targeting revenue of at least $495 million, representing at least 23% growth on a reported currency basis. Noventiq aims to deliver Adjusted EBITDA (excluding share based compensation) of approximately $38 million, representing growth of approximately 25%.

For FY25 (fiscal year ended March 31, 2025), Noventiq is targeting revenue of at least $550 million, and approximately $46 million of Adjusted EBITDA (excluding share based compensation), representing approximately 21% growth over FY24.

Investor Presentation

The investor presentation can be found here: [Noventiq IR]

 

Non-IFRS measures

This communication includes certain non-IFRS financial measures, such as Adjusted EBITDA excluding share based compensation, recurring revenue, and growth in constant currency which are defined in the F-4/A. These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. We believe these additional metrics are meaningful indicators of financial and operational performance.

No Offer or Solicitation

This communication relates to the proposed Business Combination between Noventiq and Corner Growth. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information and Where to Find It

In connection with the Business Combination, Noventiq Holding Company has filed with the SEC a Registration Statement on Form F-4 (as may be amended from time to time, the "Registration Statement"), which includes a preliminary prospectus and preliminary proxy statement. Corner Growth will mail a definitive proxy statement, definitive prospectus and other relevant documents to its shareholders when the Registration Statement is declared effective. This communication is not a substitute for the Registration Statement, the definitive proxy statement, the definitive prospectus or any other document that Corner Growth will send to its shareholders in connection with the Business Combination. Investors and security holders of Corner Growth are advised to read, when available, the proxy statement in connection with Corner Growth's solicitation of proxies for its special meeting of shareholders to be held to approve the Business Combination (and related matters) because the proxy statement will contain important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement will be mailed to shareholders of Corner Growth as of a record date to be established for voting on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website www.sec.gov or by directing a request to: ryan.flanagan@icrinc.com.

Participants in the Solicitation

Corner Growth, Noventiq and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Corner Growth's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Corner Growth's directors and officers in Corner Growth's filings with the SEC including the Registration Statement which will include the proxy statement of Corner Growth for the Business Combination, and such information and names of Noventiq's directors and executive officers will also be in the Registration Statement which will include the proxy statement of Corner Growth for the Business Combination.

 

About Noventiq

Noventiq (Noventiq Holdings PLC) is a leading global solutions and services provider in digital transformation and cybersecurity, headquartered in London. The company enables, facilitates, and accelerates digital transformation for its customers’ businesses, connecting organizations across a comprehensive range of industries with best-in-class IT vendors, alongside its own services and proprietary solutions.

The company’s rapid growth is underpinned by its three-dimensional strategy to expand its market penetration, product portfolio, and sales channels. This is supported by an active approach to M&A, positioning Noventiq to capitalize on the industry’s ongoing consolidation. With around 6,400 employees globally, Noventiq operates in approximately 60 countries with significant growth potential in multiple regions including Latin America, EMEA, and APAC – with a notable presence in India.

About Corner Growth Acquisition Corp.

Corner Growth Acquisition Corp. (Nasdaq: COOL) is a special purpose acquisition company (SPAC) focused on partnering with a high growth technology company. Corner Growth’s mission is to deliver value to its investors by providing a compelling alternative to a traditional public offering. Corner Growth is uniquely positioned to deliver on its value-add approach given its management team’s history, experience, relationships, leadership and track record in identifying and investing in disruptive technology companies across all technology verticals.

Corner Growth also brings a group of highly respected investment professionals, with strong track records and deep individual experience in SPAC and de-SPAC processes, a rolodex of premier public market investors, and a team of advisors who offer experience and access to networks across a broad functional and physical geography.

 

Forward Looking Statements

Certain statements made herein that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “target,” “aim,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Corner Growth and Noventiq, the estimated or anticipated future results and benefits of the Combined Company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the Combined Company, statements regarding Noventiq's future financial position, and other statements that are not historical facts. These statements are based on the current expectations of Corner Growth’s management and/or Noventiq’s management, as applicable, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Corner Growth and Noventiq. These statements are subject to a number of risks and uncertainties regarding Noventiq’s business, Corner Growth’s businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the shareholders of Corner Growth or Noventiq for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Corner Growth or Noventiq; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the Combined Company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by Corner Growth’s shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; costs related to the Business Combination; the impact of competitive products and pricing on Noventiq; Noventiq’s ability to offer the products and services of its key vendors, particularly Microsoft, for sale to customers and to earn incentives on such sales; demand for Noventiq’s services and solutions; the ability of Noventiq to achieve operating synergies from acquired businesses; the successful integration of acquired businesses; breaches in cybersecurity or disruption to IT systems; Noventiq’s ability to attract, hire, train and retain experienced personnel; fluctuations in currency exchange rates; the ability to comply with the laws and regulations across the markets in which Noventiq operates and the effectiveness of its internal controls, procedures, compliance systems and risk management systems; other risks and uncertainties detailed in the F-4; and those factors discussed in Corner Growth’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 31, 2021, in Corner Growth’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023, and other filings with the SEC. If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Corner Growth and/or Noventiq presently do not know or that Corner Growth and/or Noventiq currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide the expectations, plans or forecasts of future events and views of Corner Growth and/or Noventiq as of the date of this communication. Corner Growth and Noventiq anticipate that subsequent events and developments will cause their assessments to change. However, while Corner Growth and/or Noventiq may elect to update these forward-looking statements at some point in the future, Corner Growth and Noventiq specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Corner Growth’s and/or Noventiq’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Disclaimer

The financial information included in this communication comprises financial information for the years ended March 31, 2023 and 2022 derived from the audited financial statements of Noventiq, and the unaudited financial statements for the six months ended September 30, 2023. This communication includes certain non-IFRS financial measures, such as Adjusted EBITDA excluding share based compensation, recurring revenue, and growth in constant currency which are defined in the F-4/A. These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. Certain figures contained in this communication, including financial information, have been subject to rounding adjustments (and, in certain circumstances, may not conform exactly to the total figure given).

Noventiq Contacts

Investors:

Steven Salter

VP Corporate Affairs

IR@noventiq.com

Media:

Rocio Herraiz

Global Head of Communications

pr@noventiq.com

Corner Growth Contacts

Investors:

Ryan Flanagan, ICR

ryan.flanagan@icrinc.com

Media:

Brian Ruby, ICR

Brian.ruby@icrinc.com

 

Exhibit 1 - Reconciliation of Non-IFRS financial measures to IFRS financial measures.

	Six months ended September 30,
(in thousands of U.S. dollars, unless otherwise indicated)		2023		2022
Revenue		219,757		161,105
Add/(Less):
Indian rupee impact		-1,412		1,582
Egyptian pound impact		1,608		534
Euro impact		-722		2,217
Argentine peso impact		1,804		641
Turkish lira impact		988		1,728
Belarusian ruble impact		5,260		931
Kazakh tenge impact		-220		807
Other		664		1,204
Revenue, CCY		227,727		170,749
Revenue growth, CCY		41.4	%	—

	Six months ended September 30,
(in thousands of U.S. dollars, unless otherwise indicated)	2023			2022
Gross profit		93,810			74,887
Add/(Less):
Egyptian pound impact		1,405			455
Indian rupee impact		-558			927
Argentine peso impact		1,511			432
Euro impact		-339			861
Turkish lira impact		604			790
Belarusian ruble impact		2,340			442
Other		535			1,046
Gross profit, CCY		99,308			79,840
Gross profit growth, CCY		32.6	%		—

 

	Six months ended September 30,
	2023		2022
	(in millions of U.S. dollars)
Loss for the year from continuing operations		-28.2		-22.9
Added back:
Income tax expense		3.8		0.5
Depreciation and amortization		10.9		6.9
Foreign exchange (gain) / loss		5.9		6.0
Net financial income and expenses		8.9		6.3
Property and equipment write-off		0.0		0.1
Employee termination payments		0.3		0.1
Impairment losses		6.0		6.3
One-off items (penalties and acquisition related expenses)		6.4		1.7
Adjusted EBITDA (excluding share based compensation)		14.0		5.0

	Six months ended September 30,
	2023		2022
	(in thousands of U.S. dollars)
Software subscription		9,742		7,706
Third-party cloud resale products		31,112		24,776
Own cloud solutions		2,225		2,502
Recurring revenue		43,079		34,984
Software and licenses		22,799		19,852
Services		93,472		67,214
Hardware		60,407		39,055
Non-recurring revenue		176,678		126,121
Total revenue		219,757		161,105

EX-99.1

Exhibit 99.2

Investor Presentation 2024

Safe harbor 2 This investor presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which Noventiq operates, and the beliefs and assumptions of the company's management. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “targets”, “believes”, “expects”, “estimates”, “projects”, “anticipates”, “intends”, “plans”, “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 appear in a number of places and include, without limitation, statements regarding Noventiq's future financial position, business strategy, budgets, projected costs, plans, and objectives of management for future operations, as well as statements regarding the proposed transaction and potential market opportunities. Forward-looking statements involve risks and uncertainties, some of which are beyond Noventiq’s control, that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: general economic and business conditions; the impact of competitive products and pricing; the ability to offer vendors’ products for sale to customers and to earn incentives on such sales; demand for Noventiq’s services and solutions; the ability to achieve operating synergies from acquired businesses; the successful integration of acquired businesses; breaches in cybersecurity or disruption to IT systems; the ability to attract, hire, train and retain experienced personnel; fluctuations in currency exchange rates; the ability to comply with the laws and regulations across the markets in which Noventiq operates; and other risks and uncertainties detailed from time to time in Noventiq's filings with regulatory authorities. Forward-looking statements speak only as at the date of this investor presentation, and Noventiq does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Forward-looking statements involve a number of judgments, risks and uncertainties and no representation is made that any forward-looking statements will come to pass or that any forecast result will be achieved. Prospective investors are cautioned not to place undue reliance on these forward-looking statements. This investor presentation also contains certain financial measures that are not recognized under International Financial Reporting Standards ("IFRS"), including Adjusted EBITDA excluding share based compensation, recurring revenue, and growth in constant currency. These non-IFRS measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS. These non-IFRS measures are not defined under IFRS, and other companies may calculate such measures differently or may use such measures for different purposes than Noventiq does, limiting the usefulness of such measures as comparative measures. Noventiq believes that these non- IFRS measures provide useful information to investors and others in understanding and evaluating the company's operating results and future prospects. However, the non- IFRS financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of Noventiq's results as reported under IFRS.

3 Noventiq drives digital transformation in high growth emerging markets leveraging global expertise and partnerships to deliver superior local outcomes

Notes: Adjusted EBITDA excluding share based compensation FY22 ended 3/31/22, FY23 year ended 3/31/23, FY24 year ending 3/31/24: $ in USD. Sources: Company data, *STAX (fka AMR International) Strategic Market Support Report. At a glance 4 Market Leading Expertise Leading Customers Global Scale Focusing on markets projected to grow to ~$500B by 2025*, operating in nearly 60countries across Asia, Latin America, Europe, and MENA Technology Partners Strategic global partner with tech leaders Rapid Financial Growth 16 acquisitions expanding local expertise globally and leading sector consolidation wave Strategic M&A and World Class Team 6,400 agile workforce provides global coverage, local market relevance and customer intimacy, driving retention, cross-sell and upsell opportunities $402M/$30M FY23A Rev / adj. EBITDA ex.SBC $495M/$38M FY24E* Rev / adj. EBITDA ex.SBC $248M/$35M FY22A Rev / adj. EBITDA ex.SBC 41% Revenue CAGR FY22A- FY24E We bring a portfolio of market-leading software, cloud infrastructure, and technology services solutions to a global customer base Guiding customers through their digital transformation, we bring the emerging markets and leading technology providers together to drive global growth We deliver solutions and services to Small and Mid-Size Enterprise customers across the emerging market The Noventiq platform covers a large and diverse customer base with ~90% of our revenue coming from ~1K customer accounts

Noventiq leads the adoption of technology 5 Emerging markets are rapidly adopting proven technologies creating significant value for all users Noventiq executes consistently and delivers quality services to its customers globally Noventiq and its strategic technology partners like Microsoft are at the forefront of the next wave of innovation Cloud Services Enterprise Software & Cyber Security End-to-end Platforms Customization Data & Analytics Artificial Intelligence Machine Learning Successful Model Proven Leader Driving Innovation Noventiq is successfully delivering digital transformation at scale

Best-in-breed Partnerships Delivering Business Outcomes At the heart of the Digital Transformation ecosystem 6 Software andSaaS Cyber Security Digital Solutions and Future Workspace Cloud and Infrastructure Services Professional team Strong sales channel & platforms Strategic partnerships Quality Services Hardware AI & Data Noventiq solves complex challenges in high-growth emerging markets

Driving digital transformation across high growth emerging markets 7 Noventiq has multiple levers of growth Organic growth expansion aided by strategic M&A Market Expansion Portfolio Expansion Sales Channel Expansion Continued expansion globally and within identified strategic emerging markets India core market focus, with expansion across south-east Asia and other key emerging markets Efficient sales engine, meeting customers where it is most convenient for them Cross & upsell Breadth and depth of portfolio offering that is highly valued by customers Modern-Infra Data & AI Cybersecurity Future Workplace App Modernization & Customization Acquisitions provide path to rapid expansion in new and existing markets Centers of gravity: Microsoft & India (Core Market Focus)

$18 $42 $90 FY21A FY22A FY23A Strategic growth with key partners in core geographies 8 $ 248 $ 402 $ 495 FY22A FY23A FY24E Noventiq: Revenue growth (Fiscal Year End 3/31) Noventiq: Microsoft billings growth (Fiscal Year End 3/31) Noventiq: India revenue growth (Fiscal Year End 3/31) Broad based by segment… all 3 verticals growing Strong double digits Broad based by geography… particular strength in APAC & EMEA GP margin 47% 44% 40% CAGR 30% USD $M . *FY23 reported YoY growth $602 $876 $1,143 FY21A FY22A FY23A Customer billings Noventiq India: Microsoft billings growth (Fiscal Year End 3/31) Customer billings $254 $449 $535 FY21A FY22A FY23A

Leadership Team HERVÉ TESSLER CEO SERGEY CHERNOVOLENKO President & COO BURAK ÖZER CFO Board of Directors MARC KASHER Independent INED Non-Executive Director JACQUES GUERS Chairman of the Board INED KARL ROBB Independent INED Non-Executive Director HERVÉ TESSLER CEO, member of the Board SERGEY CHERNOVOLENKO COO, member of the Board ROY HARDING Executive Director Board transition underway to result in a structure with an independent majority at De-SPAC Led by a highly experienced team • Former Xerox EVP and President of International Operations leading operational teams across more than 150 countries • Former President of Developing Markets Operations and President of Corporate Operations. • Former senior roles in Brazil / Latin America, Central & Eastern Europe, Israel and Turkey • Former Xerox General Manager of Turkey • Held senior level executive roles in the US (Global HQ), London and other developing markets • IT industry veteran with over 25 years of experience • Developed business plans of several international companies gaining significant multi-national experience ROY HARDING VP, Strategic Integrations 9 Leadership and Board past experience STEVEN SALTER VP , Corporate Affairs GARETH TIPTON Global Chief Compliance Officer & VP Legal ANDREW MORRISON SVP of Corporate Operations MARINA SHVOEVA Chief Human Resources Officer ATUL AHUJA Chief Technology Officer Serving board member for EPAM

Key investment highlights 10 3 4 7 1 6 5 2 Strategic tech partnerships including Microsoft & AWS widen competitive moat Recognized leader across multi-cloud, software and AI Rapidly expanding revenue with history of profitable growth Leading enabler of digital transformation (DX) and cybersecurity Inclusive culture, industry-leading talent and exceptional local access Consolidator with track record of successful M&A Global focus on high-growth emerging markets with significant India presence

GLOBAL CAPABILITIES

• High-proficiency • Deep expertise • Highest cloud statuses • Digital platforms to support customer success • Own methodologies • External recognition • Developed nation quality • Proximity to customers and talent Noventiq end-to-end solutions & services portfolio 12 Software and hardware solutions provider Software & Cloud Hardware Comprehensive Services Portfolio App Modernization & Customization Data & AI Cybersecurity Future Workplace Modern Infrastructure Provide full suite of products Multiple revenue streams 42% 28% 13% 12% 5% $402M FY23 Revenue Services Cloud Software Hardware Subscription

Market opportunity in global emerging markets 13 Growing 8% CAGR 2021-2025 2025 estimated addressable IT market in emerging markets • 124% revenue CAGR FY21-23 • 4 Strategic acquisitions in 3 years • CrowdStrike Partner of the year 2023 (VPS) • Top Microsoft Partner • India's IT market is expected to grow at 11% p.a. to 2025 $5.3 Trillion 2025 Estimated Global IT Market ~$500 Billion Focus Markets $81 Billion India Addressable IT Market 2025 Sources: Company data. * STAX (fka AMR International) – Strategic Market Support Report Within massive TAM - Noventiq focuses on large and high growth emerging markets India Market Focus * * *

Large and growing emerging market opportunity – driven by cloud and software 14 Large and growing underlying market… Emerging Markets IT spend, $B USD Addressing key pockets of growth CAGR ’21-’25E 24% Cloud 10% Software $89 $355 $497 2006A 2021A 2025E …with increasing digitalization from current levels IT Spend as % of GDP 1.6% 4.5% Target Markets Developed Markets Sources: STAX (fka AMR International) Strategic Market Support, Emerging Markets IT Spend in 2006 based on AMR market sizing model. Indexing to developed markets = penetration and growth upside

Microsoft and Noventiq – key strategic partners 15 Microsoft is the prime digital transformation tech vendor globally and is the first choice in emerging markets ~$45Bn MSFT Emerging Market Revenue* Microsoft partners with Noventiq in emerging markets Microsoft channel split in emerging markets (Cloud) 95% Indirect Direct 5% Microsoft – Noventiq partnership is time-proven and successful Total Microsoft customer billings by Noventiq ($M) Note: $ in USD & $602 $876 $1,143 FY21 FY22 FY23 Sources: *Microsoft Emerging Market revenue from Factset estimate – FY23 ** STAX (fka AMR International) – Strategic Market Support Report **

Cloud adoption drives demand for solutions and services 16 Cloud + Software demand provides entry point building recurring revenue base… …value-added Services and cross-sell expansion drive profitability 42% 28% 13% 12% 5% Services Hardware Cloud Software Subscription $402M FY23 Revenue Note: Percentages are rounded. Recurring Revenue includes Subscription, Cloud and Noventiq’s own public and private cloud services. Serving cloud demand allows for successful land & expand with additional profitable portfolio 41% 27% 11% 11% 10% Software Hardware Services Cloud Subscription $176M FY23 Gross Profit More cloud consumption helps drive more services, which drives more customer intimacy

Markets: India Problem: AllCargo's outdated hardware caused problems: absence of updates, security patches, and expired licenses, resulting in hardware failures and data loss Solution: • Reviewed legacy infrastructure and business needs, determined go-forward solutions • Modernized technology stack via Azure migration, established disaster recovery, ensuring backup compliance, enabled individual user access through Bastion services, and addressed DFS structure concerns Comprehensive portfolio: Cloud 17 Migrating customers with legacy infrastructure to the Cloud, leapfrogging customer capabilities, enhancing flexibility, scalability and operational efficiency on cloud-based systems Case study: Cloud Migration Major Technology Scalability Security Measures Cloud solutions & services Enable businesses to tailor the resources precisely to evolving needs, fostering a dynamic and responsive infrastructure for optimal performance and growth Cloud environments tailored for effective data protection and regulatory adherence Cloud-centric solution for streamlined operations and enhanced focus on core objectives

Comprehensive portfolio: Digital transformation 18 Helping customers with leading DX solutions to modernize workflows, drive efficiency & innovation and improve security Case study: Data protection Building next-gen collaboration environments using best partners’ tech and our own products Securing digital assets & environments with comprehensive portfolio of solutions & services Building digital solutions using the best software from key vendors, engineering and developing applications, and delivering tools to better manage digital and software/IT assets Future-of-work solutions & services Software & Customization services Cybersecurity Major Technology Markets: Broader India Market Problem: Strictly regulated pharmaceutical customer had data security issues for highly sensitive information Solution: • Noventiq experts identified data security and regulatory vulnerabilities • Created a best-in class solution, incorporating partner technology from Forcepoint • Resulted in high level of data visibility and complete protection for Personally Identifiable Information (PII) and IP, in compliance with regulations

Deep expertise with customer deployments across platforms Azure Fabric, AWS RedShift, Google Big Query with Data Analytics & AI Cross industry AI enable with Copilot services around Workplace, GitHub & Security Deploying Gen-AI with fluency of ChatGPT & enterprise-grade compliant knowledge & content Analytics & AI Generative AI at work Microsoft Copilot Comprehensive portfolio: Artificial Intelligence 19 Bringing to customers AI technology with own solutions and services to revolutionize insights and drive future growth Case study: Artificial intelligence Major Technology Markets: Central Europe Problem: Raiffeisen Bank wanted sophisticated CRM and compliant assistant for customers Solution: • Deploying Noventiq’s own IP – Weaver AI, Selecta AI CRM • Properly integrates with core banking and complies with industry regulations • Handles queries with very high precision, allowing customers to use the assistant for all their transactions without utilizing other channels Enterprise AI Industry focused AI enabled Solutions - CRM, Conversation AI Platform, Document Management System

Our ethos attracts talent Proven ability to inspire corporate change 20 Leveraging the platform we built to improve the lives of our employees across each of our markets globally Key Commitments Headquartered in London, ensuring higher oversight & global regulatory standards compared to competitors in emerging markets Successful Outcomes Strong corporate governance & compliance provides robust framework as a foundation for growth Partner of choice for global institutions that seek institutional grade infrastructure and frameworks Investing in local teams in markets provides strong reputational externalities within those communities Invests in our people with in-market training, competitive payroll and benefits, and other programs similar to developed market peers which drives stronger employee engagement Brings management best practices, diversity and inclusion to offices worldwide, preserving human rights and dignity in our workplace and beyond

Our team is our competitive advantage 21 ~940 Motivated sales & marketing force ~4,500 Engineers, Developers, Delivery and other IT specialists Client intimacy is critical in diverse and emerging markets Experience in IT market ~30 years Microsoft Certified Experts 600+ Sales coverage & client intimacy in diverse markets, supported by high tech community with annual vendor accreditations Global & Local centralized SME’s (AWS & Azure India GDCs & field-based engineers & pre-sales experts (customer intimacy)) Localized support functions reflecting language, culture & decentralized country model … award-winning corporate workplace investing in decentralized local talent globally… …long history in the marketplace with industry leading certified experts… … driving a highly engaged and successful team across the entire globe Employee Engagement Index * 76% Industry expertise and local talent enable our global success Company data. Headcount stats as at 30 September 2023. *EEI August 2023.

Core - double down ✓ Rapid Growth in existing core markets Nascent & Future – invest ✓ Presence, key market / TAM - Investment in scaling ✓ New territories ✓ 15% CAGR 2021-2025 (DX) ✓ 24% CAGR 2021-2025 (Cloud) ✓ 10% CAGR 2021-2025 (Software) ✓ Expansion within existing markets and into new markets Development - scale ✓ Established presence, scaling rapidly With massive TAM - Noventiq focuses on large and high growth emerging markets Market Expansion Sources: Company data. * STAX (fka AMR International) – Strategic Market Support Report Market focus ✓ India is the core-market focus ✓ Additional rapid expansion across south-east Asia ✓ Key markets in Vietnam, Malaysia, Philippines ✓ Targeted growth in select countries across EMEA, RoE and LATAM Organic & Inorganic growth ✓ Successful track record ✓ Strong M&A pipeline for expansion into new markets & products growing 8% CAGR 2021-2025 2025 estimated addressable IT market in emerging markets $5.3 Trillion 2025 Estimated Global IT Market ~$500 Billion Focus Markets $81 Billion India Addressable IT Market 2025 * * * *

Established track record of successful acquisitions 23 M&A driven growth provides path to rapid expansion in new and existing markets, fueling organic growth Strong track record of M&A with robust pipeline for future inorganic growth Note: Includes selected acquisitions completed by Noventiq. FY21 FY22 FY23 Scale in priority markets New geographies Vendor and service portfolio expansion Owned and Custom Developed Software

Portfolio Expansion 4 Organic growth accelerated by acquisitions 24 Channel Expansion Expanded products and capabilities broaden channel opportunities • G7CR acquisition opened the growing digital natives market in India for Noventiq • Led to the expansion of our Global Delivery Center Opportunities to cross-sell more and bring more value • Umbrella Infocare acquisition brought Noventiq to the forefront of Indian AWS market • Strengthened Data & Analytics • Acquisition of VPS brought a portfolio of cyber-sec services 3 1 Organic Growth Market Expansion Consistent execution drives sustainable growth • Launched in 2014 • 124% Revenue CAGR(FY21-23) • Driven by superior sales execution in organic growth (151% CAGR before Embee acquisition) Acquire strong companies in local markets to drive immediate scale • Embee acquisition moved Noventiq to No 1 spot in Microsoft solutions in India • Complementary geographic presence and portfolio 2 $1 $18 $42 $90 Case Study: Growing India from new entrant to market leader Strategic M&A provides multiple organic growth catalysts ($M) FY14 FY21 FY22 FY23 Noventiq India Revenue Noventiq India: Microsoft billings growth Customer billings $254 $449 $535 FY21A FY22A FY23A

FINANCIALS

Proven ability to grow rapidly in emerging markets 26 Revenue $495M Adj. EBITDA excl. SBC $38M ~60 Countries Revenue $550M Adj. EBITDA excl. SBC $46M FY24E Revenue $402M Adj. EBITDA excl. SBC $30M FY23A Note: FY23 year ended 3/31/23, FY24 year ending 3/31/24, FY25 year ending 3/31/25: $ in USD. Reported YoY growth. RoE represents Rest of Eurasia 32% 34% 8% 26% $402M FY23A Revenue Revenue by Geography APAC RoE EMEA LATAM Revenue $248M Adj. EBITDA excl. SBC $35M FY22A FY25E

$35 $30 $38 14% 8% 8% FY22A FY23A FY24E Demonstrating fast growth and profitability at scale 27 $ 248 $ 402 $ 495 FY22A FY23A FY24E Revenue Summary (Fiscal year end 3/31) $ 82 $ 146 $ 159 33% 36% 32% FY22A FY23A FY24E Operating Expense2 (Fiscal year end 3/31) Gross Profit Summary1 (Fiscal year end 3/31) $ 117 $ 176 $ 197 47% 44% 40% FY22A FY23A FY24E Adj. EBITDA excl. SBC Summary (Fiscal year end 3/31) Investing at scale starting in the second half of FY22 and continuing through FY23 Note: FY22 year ended 3/31/22, FY23 year ended 3/31/23, FY24 year ending 3/31/24: $ in USD millions 1. Includes application of IAS 8 to restate Services costs into COGS 2. Excludes Depreciation, Amortization and One-time expenses FY24 driven by organic growth, impact of M&A, and return on investments Gross Profit Adj. EBITDA excl. SBC Operating Expense % of Revenue % of Revenue % of Revenue

35 30 38 23 11 2 (13) (10) (5) (2) (3) FY22 Geopolitical Growth Investment Partnership Projects Business growth FY23 Geopolitical HQ Investment Business growth Partnership Projects FY24 Supporting FY24 Adj. EBITDA excl. SBC forecast 28 Adj. EBITDA excl. SBC FY22 – FY24 Bridge (Fiscal year end 3/31) Note: FY22 year ended 3/31/22, FY23 year ended 3/31/23, FY24 year ending 3/31/24: $ in USD millions Related Notes 1 2 3 4 4 1 Related to business disruptions in Ukraine, Belarus, Central Eastern Europe (“CEE”) and the Baltics due to Ukraine war 4 Investment in significant partnership projects with Microsoft and other vendors – became revenue generating in FY24 5 Business growth including the additional effect of onboarded companies 2 Corporate investment as a new standalone company Return on investment due to profitability of projects with key vendors – related to Item 3 5 3 1 2

29 Summary results FY23 H1, FY24 H1 ..Note: FY23 H1 and FY24 H1 results are as at 9/30/22 and 9/30/23 (audit review). $ in USD millions 1. Includes application of IAS 8 to restate Services costs into COGS 2. Excludes Depreciation, Amortization and One-time expenses – $ 161 $ 220 H1 FY23A H1 FY24A Revenue Summary $ 70 – $ 80 43% 36% H1 FY23A H1 FY24A Operating Expense2 Gross Profit Summary1 $ 75 $ 94 46% 43% H1 FY23A H1 FY24A Adj. EBITDA excl. SBC Summary $5 $14 3% 6% H1 FY23A H1 FY24A Gross Profit Adj. EBITDA excl. SBC Operating Expense % of Revenue % of Revenue % of Revenue

Key investment highlights 30 3 4 7 1 6 5 2 Strategic tech partnerships including Microsoft & AWS widen competitive moat Recognized leader across multi-cloud, software and AI Rapidly expanding revenue with history of profitable growth Leading enabler of digital transformation (DX) and cybersecurity Inclusive culture, industry-leading talent and exceptional local access Consolidator with track record of successful M&A Global focus on high-growth emerging markets with significant India presence

TRANSACTION STRUCTURE

• Noventiq to list on the Nasdaq • $374M Pro Forma Total Enterprise Value • $395M Pro Forma Equity Market Cap • 8.1x FY25E Adj. EBITDA • Selling shareholders will roll 100% of their existing shares • 1.5M sponsor shares released at de-SPAC • 1.5M sponsor shares released pro-rata with $50M capital raised • 2M sponsor shares released at $14, $16, $18 (0.67M each) • 15M shares granted to existing shareholders (8M at $14, 4M at $16, 3M at $18) • Sponsor receives 1 Board designee • Target cash raise of $50M, with no minimum cash requirement for closing Transaction Summary Key Terms Sources & Uses Detail ($M) • $97M total transaction cash to Noventiq’s Balance Sheet ($50M gross proceeds + $72M existing cash – $25M Fees) • Funds will be used to close strategic acquisitions and for organic growth initiatives including growing the sales team, driving technological integration with key partners, and other working capital uses ($M, except per share) Pro Forma Valuation Pro Forma Ownership Breakdown 32 Transaction summary Pro Forma Valuation at $10.00 per Share Noventiq Share Price at Closing $10.00 Pro Forma Shares Outstanding 39.5 Pro Forma Equity Market Cap $395 Plus: Pro Forma Debt 76 Less: Pro Forma Cash (97) Pro Forma Total Enterprise Value $374 Noventiq Primary Valuation Metrics Current @ $10.00 TEV / 25E Adj. EBITDA 8.1x TEV / 24E Adj. EBITDA 9.8x Sources of Funds Current Shareholder Equity Rollover $315 SPAC Sponsor Promote $30 SPAC & Additional Cash Raised $50 Existing Balance Sheet Cash $72 Total Sources of Funds $467 Uses of Funds Current Shareholder Equity Rollover $315 SPAC Sponsor Promote $30 Pro Forma Cash on Balance Sheet $97 Est. Transaction Fees & Expenses $25 Total Uses of Funds $467 Detailed Uses M&A $17 Growth Investment (Sales Headcount Growth) $5 Cash for Operations $2 Working Capital $73 Total Cash Uses (PF Cash) $97 Existing Holders 79.7% SPAC Sponsor 7.6% Public Investors 12.7% Note: Cash and debt estimated as of March 31, 2024

8.1x 19.2x 16.6x 17.5x 13.3x 11.1x 9.8x 7.5x 6.3x 7.5x FY25 EV/EBITDA 33 Source: Bloomberg, as of March 8, 2024. Note: Assumes $38M FY24E Adj. EBITDA, $46M FY25E Adj. EBITDA and $374M total enterprise value for Noventiq. EV/Sales and EV/EBITDA ratios are not defined or recognised under IFRS, and the Noventiq’s use and definition of these measures may vary from the other companies presented due to differences in accounting policies or differences in the calculation methodology. As a result, these figures should not be viewed as comparable or as a replacement for measures prepared and reported under IFRS. See “Safe harbor” on slide 2 of this presentation. Average: 12.1x 9.8x 21.9x 19.4x 19.0x 14.4x 12.9x 9.5x 8.3x 7.7x 6.8x FY24 EV/EBITDA Average: 13.3x Key market comparables

34 If you believe in Microsoft and Digital Transformation If you believe in high growth markets: India If you believe in AI and cybersecurity If you believe in local relevance Believe in Noventiq

THANK YOU

XML

Cover	Mar. 13, 2024
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Document Period End Date	Mar. 13, 2024
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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