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Press Release

468 SPAC II SE announces envisaged business combination with Marley Spoon SE as well as a successful pre-SPAC private placement of up to EUR 35m into Marley Spoon SE

Luxembourg, 25 April 2023 - 468 SPAC II SE, a publicly listed special purpose acquisition company sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert, today entered into a definitive business combination agreement with Marley Spoon SE and several agreements with shareholders of Marley Spoon SE, which have committed to exchange their shares in Marley Spoon SE against newly issued shares in 468 SPAC II SE at the closing of the business combination. Based on these agreements, 468 SPAC II SE will acquire a controlling stake in Marley Spoon SE. The business combination and the agreements with the shareholders of Marley Spoon SE are subject to customary closing conditions, including the approval of the business combination by the shareholders of 468 SPAC II SE.

With this transaction, 468 SPAC intends to provide Marley Spoon with additional funds and to initiate a relisting of Marley Spoon from Sydney's ASX to the Frankfurt Stock Exchange. As part of the transaction and in addition to the cash that will be provided by 468 SPAC at the closing of the business combination (subject to redemptions), Marley Spoon will already prior to the completion of the business combination receive up to EUR 35m of fresh capital to allow for future growth and to strengthen its balance sheet. Moreover, the terms of an existing debt facility will be improved.

The Frankfurt Stock Exchange is the natural listing location for the Berlin headquartered Marley Spoon where the company can benefit from an investor and analyst community that has been witnessing the success of the meal kit market for more than half a decade.

Marley Spoon: A global D2C brand based in Germany led by an outstanding founder

Marley Spoon is a global direct-to-consumer brand based in Germany. Founded in 2014, Marley Spoon currently operates in three primary regions: Europe (Austria, Belgium, Germany, Denmark and the Netherlands), United States and Australia. To help make weeknights easier and dinners more delicious, the meal kits contain step-by-step recipes and pre-portioned seasonal ingredients to cook better, healthier meals. Marley Spoon’s global mission is delivered as a weekly subscription through its various brands, such as Marley Spoon, Martha Stewart & Marley Spoon, Dinnerly, and Chefgood and helps millions of people to enjoy easier, smarter and more sustainable lives.

Since its launch in 2014, Marley Spoon has become a EUR 400M revenue business, serving 300K+ active customers and delivering ~63M meals across 7 countries in Europe, Australia and the US, by offering a range of delivery boxes containing fresh groceries and step-by-step recipes, with 100+ meal options per week.

The business combination agreement and the pre-SPAC placement, marks the start of a new chapter in the long-standing relationship between the initiators of 468 SPAC and Fabian Siegel, founder and CEO of Marley Spoon. Having founded Lieferheld and served as Co-CEO of Delivery Hero, Fabian has a long-standing track record in the online food segment.

Ongoing offline to online shift in food

Food has consistently been the third largest consumer spending category - right behind housing and transportation. In the US, food accounts for ~$2T of annual consumer spend, of which ~$8B is spent on meal kits. So while meal kits are by no means well established today, the market is expected to grow to ~$27B globally by 2028 (13% CAGR) and be a key beneficiary of the industry’s continued offline to online shift.

Public market correction creates opportunity to climb back to historical levels

Despite clear macro tailwinds across the broader industry, valuations of meal kit companies have been on a turbulent ride over the past several years. And while the public markets rewarded companies for their growth and performance through the COVID years, in our view there’s been a meaningful correction - if not overcorrection - in share prices and trading multiples since the beginning of 2022.

468 SPACs - a repeat European technology SPAC sponsor

468 SPAC II is sponsored by Alexander Kudlich, Ludwig Ensthaler and Florian Leibert, the founders of technology investment firm 468 Capital. The announced transaction follows a successful previous transaction of 468 SPAC I SE which successfully implemented a business combination with Tonies SE in which it supplied the required capital to fuel the Tonies’ successful global expansion 468 SPAC II was raised in January 2022 with a total volume of EUR 210m.

For 468 SPAC II, Berenberg served as the financial advisor, Sullivan & Cromwell LLP acted as legal counsel, and Flick Gocke Schaumburg provided tax advice.

Media Contact
Jobst Honig, FGS Global
E: jobst@fgs.global.com
M: +49 171 86 29 967

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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.

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