Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

Strategic Holding Group S.a r.l.

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Luxembourg

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  40,571,634

  Shared Voting Power

  0

  Sole Dispositive Power

  40,571,634

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  40,571,634⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  16.36%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents 35,341,634 Ordinary Shares (which amount includes 4,276,563 shares held in escrow for the benefit of the Reporting Person pending satisfaction of the relevant release conditions or lapse of the prescribed period of time) and 5,230,000 Ordinary Shares acquirable in respect of warrants (Private Placement Warrants).

Calculated based on (i) 242,802,746 Ordinary Shares outstanding as of August 26, 2022, as reported in the Post-Effective Amendment No. 2 to the Issuers Form F-1, filed on September 9, 2022, and (ii) 5,230,000 Ordinary Shares issuable in connection with the Private Placement Warrants.

Viale Roma 99/100

13835 Valdilana loc. Trivero

Italy

This statement is filed by the entity listed below, referred to herein as a Reporting Person:

1. Strategic Holding Group S.a r.l.

11, rue Aldringen

L-1118 Luxembourg

Grand Duchy of Luxembourg

Ownership.

(a)   Amount beneficially owned:

See response to Item 9 on the cover page.

(b)  Percent of Class:

See response to Item 11 on the cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See response to Item 5 on the cover page.

(ii)  Shared power to vote or to direct the vote:

See response to Item 6 on the cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See response to Item 7 on the cover page.

(iv) Shared power to dispose or to direct the disposition of:

See response to Item 8 on the cover page.

The Reporting Person is governed by a five-member board of managers, which currently includes Kamel Aliat, Amélie Flammia, Marvin Martins, Alex Browning and John Crostarosa Mowinckel. Action by the five-member board of managers is by simple majority vote. No individual manager on the board of managers has voting or dispositive control over the reported securities and, therefore, no individual manager has or shares beneficial ownership of such securities and this Statement shall not be construed as an admission of beneficial ownership that any individual manager of the Reporting Person is a beneficial owner of any of the securities covered by this Statement.