EQS-Adhoc

GFJ ESG Acquisition I SE and Learnd Ltd. executed Letter of Intent concerning potential Business Combination

EQS-Ad-hoc: GFJ ESG Acquisition I SE / Key word(s): Letter of Intent/Merger GFJ ESG Acquisition I SE and Learnd Ltd. executed Letter of Intent concerning potential Business Combination 29-Sep-2022 / 14:37 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

GFJ ESG Acquisition I SE and Learnd Ltd. executed Letter of Intent concerning potential Business Combination

Luxembourg, September, 29^th 2022 – GFJ ESG Acquisition I SE (the “Company”), a Luxembourg special purpose acquisition company, has entered into a non-binding letter of intent (“LoI”) with Learnd Ltd., London, United Kingdom (“Learnd”), concerning a business combination between the Company and Learnd through which Learnd would become publicly traded on the Frankfurt Stock Exchange. Learnd is a leading provider of energy management solutions that uses its technology platform to help customers reduce energy costs and carbon emissions within their buildings. In the LoI, the Company and Learnd have agreed on a post-money equity valuation of Learnd of approximately EUR 100 million.

The LoI includes an agreement to seek a PIPE investment (private investment in public equity). Details of the PIPE will be determined at a later stage.

As currently contemplated, the transaction would involve the existing shareholders of Learnd transferring 100% of the outstanding equity and equity equivalents of Learnd to the Company in exchange for (i) new shares in the Company and (ii) a consideration in cash. The combined entity would be listed on the Frankfurt Stock Exchange and would have a shareholder base comprised of (i) Learnd’s existing shareholders, (ii) the Company’s shareholders, and (iii) investors in the PIPE.