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1、ContentsDefinitions2Corporate Information5Management Discussion and Analysis7Corporate Governance and Other Information12Independent Review Report19Statement of Profit or Loss and Other Comprehensive Income21Statement of Financial Position22Statement of Changes in Equity23Condensed Cash Flow Stateme
2、nt24Notes to the Unaudited Interim Financial Report252Interra Acquisition CorporationInterim Report 2024DEFINITIONSIn this report,unless the context otherwise requires,the following terms have the following meanings:“ABC”Agricultural Bank of China Limited“ABCI”ABC International Holdings Limited“ABCI
3、 AM”ABCI Asset Management Limited,a company incorporated in Hong Kong on January 3,2011,a corporation licenced to conduct Type 4(advising on securities)and Type 9(asset management)regulated activities as defined under the SFO and a Promoter of the Company“ABCI AM Acquisition”ABCI AM Acquisition Limi
4、ted,a company incorporated in the British Virgin Islands on July 25,2017,a wholly owned subsidiary of ABCI AM“Audit Committee”the audit committee of the Board“Board”the board of directors of the Company“CG Code”the Corporate Governance Code as set out in Appendix C1 to the Listing Rules“Chief Execut
5、ive Officer”chief executive officer of the Company“China”or“PRC”the Peoples Republic of China excluding,for the purpose of this report,Hong Kong,the Macau Special Administrative Region of the PRC and Taiwan“Class A Share(s)”Class A ordinary share(s)in the share capital of the Company with a par valu
6、e of HK$0.0001 each and,after the De-SPAC Transaction,the Class A ordinary shares of the Successor Company or such other ordinary shares of the Successor Company that the Class A Shares of the Company convert into or are exchanged for“Class B Share(s)”Class B ordinary share(s)in the share capital of
7、 the Company with a par value of HK$0.0001 each“Company”Interra Acquisition Corporation,an exempted company incorporated under the laws of the Cayman Islands with limited liability on January 11,2022“De-SPAC Target”the target of a De-SPAC Transaction“De-SPAC Transaction”an acquisition of,or a busine
8、ss combination with,a De-SPAC Target by the Company that results in the listing of a Successor Company3Interra Acquisition CorporationInterim Report 2024Definitions(Continued)“Director(s)”the director(s)of the Company“Escrow Account”the ring-fenced escrow account located in Hong Kong with the Escrow
9、 Agent acting as the escrow agent of such account“Escrow Agent”BOCI-Prudential Trustee Limited,acting as the escrow agent of the Escrow Account“HK$”Hong Kong dollars,the lawful currency of Hong Kong“HKICPA”the Hong Kong Institute of Certified Public Accountants“Hong Kong”the Hong Kong Special Admini
10、strative Region of the PRC“KPMG”KPMG,Certified Public Accountants,the Companys independent auditor“Listed Warrant(s)”the warrant(s)to be issued to Professional Investors of the Class A Shares“Listing”the listing of the Class A Shares and the Listed Warrants on the Main Board of the Stock Exchange“Li
11、sting Date”September 16,2022,the date on which the Class A Shares and the Listed Warrants were listed and dealings in the Class A Shares and the Listed Warrants first commenced on the Main Board of the Stock Exchange“Listing Document”the listing document of the Company dated September 9,2022“Listing
12、 Rules”the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,as amended or supplemented from time to time“Loan Facility”the HK$20.0 million unsecured loan facility in relation to the loan agreement dated September 7,2022 entered into by the Company,Primavera LLC an
13、d ABCI AM Acquisition“Model Code”the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules“Offer Securities”the Class A Shares and the Listed Warrants offered pursuant to the Offering4Interra Acquisition CorporationInterim Report 2024Defini
14、tions(Continued)“Offering”the offer of the Offer Securities by the Company to Professional Investors as described in the Listing Document“Primavera LLC”Primavera Capital Acquisition(Asia)LLC,a limited liability company incorporated in the Cayman Islands on December 29,2021,which is wholly owned by P
15、rimavera US LLC“Primavera US LLC”Primavera Capital Acquisition LLC,a limited liability company incorporated in the Cayman Islands on August 3,2020 and a Promoter of the Company“Professional Investors”has the meaning given to it in section 1 of Part 1 of Schedule 1 to the SFO“Promoter Warrant(s)”the
16、warrant(s)issued to Primavera LLC and ABCI AM Acquisition at the issue price of HK$1.00 per Promoter Warrant simultaneously with the closing of the Offering“Promoters”Primavera US LLC and ABCI AM“Reporting Period”the six months ended June 30,2024“SFO”the Securities and Futures Ordinance,Chapter 571
17、of the Laws of Hong Kong,as amended,supplemented or otherwise modified from time to time“Shareholder(s)”holder(s)of the Share(s)“Shares”Class A Shares and Class B Shares“SPAC”special purpose acquisition company“Stock Exchange”The Stock Exchange of Hong Kong Limited“Successor Company”the listed issue
18、r resulting from the completion of a De-SPAC Transaction“%”per cent5Interra Acquisition CorporationInterim Report 2024CORPORATE INFORMATIONBoard of DirectorsExecutive DirectorsMr.CHEN Tong(陳桐)(Co-Chairman and Co-Chief Executive Officer)Mr.YANG Xiuke(楊秀科)(Co-Chairman and Co-Chief Executive Officer)Ms
19、.MING Liang(明亮)Mr.GE Chengyuan(葛程遠)Independent Non-executive DirectorsMs.CHAN Ching Chu (alias Rebecca Chan)(陳清珠)Ms.CHAN Jeanette Kim Yum(陳劍音)Mr.PU Yonghao(浦永灝)Audit CommitteeMs.CHAN Ching Chu (alias Rebecca Chan)(陳清珠)(Chairlady)Ms.CHAN Jeanette Kim Yum(陳劍音)Mr.PU Yonghao(浦永灝)Remuneration CommitteeMs
20、.CHAN Jeanette Kim Yum(陳劍音)(Chairlady)Ms.CHAN Ching Chu (alias Rebecca Chan)(陳清珠)Mr.PU Yonghao(浦永灝)Nomination CommitteeMr.CHEN Tong(陳桐)(Co-chairman)Mr.YANG Xiuke(楊秀科)(Co-chairman)Ms.CHAN Jeanette Kim Yum(陳劍音)Ms.CHAN Ching Chu (alias Rebecca Chan)(陳清珠)Mr.PU Yonghao(浦永灝)PromotersPrimavera Capital Acqu
21、isition LLCABCI Asset Management LimitedCompany SecretaryMr.LEE Leong Yin(李亮賢)(ACG,HKACG)Authorized RepresentativesMr.YANG Xiuke(楊秀科)Mr.LEE Leong Yin(李亮賢)AuditorKPMGCertified Public Accountants and Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Co
22、uncil Ordinance8th Floor,Princes Building10 Chater RoadCentralHong KongPrincipal BankBank of China(Hong Kong)LimitedBank of China Tower1 Garden RoadHong KongLegal AdvisorDavis Polk&Wardwell10/F,The Hong Kong Club Building3A Chater RoadHong KongCompliance AdvisorSomerley Capital Limited20th Floor,Chi
23、na Building29 Queens Road CentralHong KongRegistered OfficeWalkers Corporate Limited190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman Islands6Interra Acquisition CorporationInterim Report 2024Corporate Information(Continued)Principal Place of Business in Hong Kong5/F,Manulife Place348 Kwun Tong
24、 RoadKowloon,Hong KongPrincipal Share Registrar and Transfer OfficeWalkers Corporate Limited190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman IslandsHong Kong Share RegistrarTricor Investor Services Limited17/FFar East Finance Centre16 Harcourt RoadHong KongEscrow Agent of the Escrow AccountBOC
25、I-Prudential Trustee LimitedSuites 15011507,15131516,15/F1111 Kings RoadTaikoo ShingHong KongWStock Code7801Warrant Code48017Interra Acquisition CorporationInterim Report 2024MANAGEMENT DISCUSSION AND ANALYSISOVERVIEWThe Company is a SPAC formed for the purpose of effecting the De-SPAC Transaction.I
26、n identifying the De-SPAC Target,the Company intends to invest in high-growth companies focused on Greater China in the sectors of innovative technology,consumer and new retail,advanced manufacturing,healthcare and climate action.The Company completed an Offering on the Listing Date.The Offering com
27、prised 100,100,000 Class A Shares at an offer price of HK$10.00 per Class A Share and 40,040,000 Listed Warrants.Simultaneously with the Offering,the Promoters subscribed for 35,600,000 Promoter Warrants at a price of HK$1.00 per Promoter Warrant.The Promoter Warrants are not listed on the Stock Exc
28、hange.The Company received gross proceeds of HK$1,001.0 million from the Offering,which was deposited in the Escrow Account and held in the form of restricted bank balances.During the Reporting Period,the Company had not selected any specific De-SPAC Target,or entered into any binding agreement with
29、 respect to a potential De-SPAC Transaction.Prior to the completion of the De-SPAC Transaction,the Company will not engage in any operations other than in connection with the selection,structuring and completion of the De-SPAC Transaction.BUSINESS REVIEWDuring the Reporting Period,the Company did no
30、t engage in any operations and did not generate any trading revenue.The Companys only activities during the Reporting Period were organisational activities related to its incorporation,the Offering,and since the closing of the Offering,the search for a prospective De-SPAC Target.As of the date of th
31、is report,there have been no material events affecting the Company or its listed securities since June 30,2024.FINANCIAL REVIEWInterest revenueThe Company did not generate any trading revenue during the Reporting Period.The Company recognized an interest revenue of approximately HK$25.5 million duri
32、ng the Reporting Period(2023:HK$21.5 million),which primarily consisted of interest on the gross proceeds of the Offering held in the Escrow Account.Equity-settled share-based payment expensesDuring the Reporting Period,the Company incurred equity-settled share-based payment expenses of approximatel
33、y HK$54.8 million(2023:HK$45.7 million)as a result of the Class B Shares which contain a conversion feature(the“Conversion Right”)and the Promoter Warrants.The Company accounted for the Conversion Right in the Class B Shares and the Promoter Warrants granted on the Listing Date as equity-settled sha
34、re-based payment,with the completion of the De-SPAC Transaction as the vesting condition for accounting purposes.The total estimated fair value of the equity-settled share-based payment is spread over the vesting period,taking into account the probability that the related awards would vest.8Interra
35、Acquisition CorporationInterim Report 2024Management Discussion and Analysis(Continued)Other operating expensesDuring the Reporting Period,the other operating expenses of the Company increased to approximately HK$4.5 million from approximately HK$2.1 million for same period in 2023 as a result of an
36、 increase in legal and professional fees incurred by the Company for the services of legal advisers,compliance advisers,valuation services,accounting services and printer services.Loss from operationsAs a result of the foregoing,the loss from operations of the Company increased to approximately HK$3
37、4.3 million during the Reporting Period from approximately HK$26.6 million for the same period in 2023.Fair value change of deferred underwriting commissions payableDuring the Reporting Period,the Company recognized a fair value change of deferred underwriting commissions payable of approximately lo
38、ss of HK$0.6 million(2023:gain of HK$0.4 million)as a result of the fair value change of the deferred underwriting commissions payable pursuant to the terms of the underwriting agreement relating to the Offering.Changes in the carrying amount of the redemption liabilities arising from the Class A Sh
39、aresDuring the Reporting Period,the Company recognized changes in the carrying amount of the redemption liabilities arising from the Class A Shares of approximately HK$25.3 million(2023:nil)as a result of accrued interest incurred by the Escrow Account.Fair value change of Listed WarrantsDuring the
40、Reporting Period,the Company recognized a fair value change of Listed Warrants of approximately loss of HK$1.1 million(2023:loss of HK$0.5 million)as a result of the change in fair value of warrants,which are derivative liabilities that are measured at fair value through profit or loss and increase
41、mainly due to change in fair value.Loss and total comprehensive income for the periodAs a result of the foregoing,the loss and total comprehensive income of the Company increased to approximately HK$60.8 million during the Reporting Period from approximately HK$27.1 million for the same period in 20
42、23.Other informationDuring the Reporting Period,there was no change in the accounting policy of the Company.9Interra Acquisition CorporationInterim Report 2024Management Discussion and Analysis(Continued)LIQUIDITY AND FINANCIAL RESOURCESThe Company received gross proceeds of HK$1,001.0 million from
43、the Offering,which was deposited into the Escrow Account in Hong Kong.The funds held in the Escrow Account may be released only to complete the De-SPAC Transaction,satisfy redemption requests of the Shareholders,and return funds to holders of the Class A Shares upon the suspension of trading of the
44、Class A Shares and the Listed Warrants or upon the liquidation or winding up of the Company.The Company has been monitoring its expenses on an ongoing basis and endeavors to keep the costs within the Companys primary sources of liquidity other than the funds deposited in the Escrow Account,including
45、 the proceeds from the sale of Class B Shares and the Promoter Warrants and the Loan Facility of HK$20 million,as set out in“Borrowings and gearing ratio”below.The Company believes that it is well-positioned to manage operating expenses when conducting negotiations and performing due diligence revie
46、w on potential De-SPAC Targets.Prior to the completion of the De-SPAC Transaction,the primary sources of liquidity to satisfy the Companys capital requirements include proceeds from the issuance of the Class B Shares and the Promoter Warrants and the Loan Facility.With the amount of liquid assets on
47、 hand which are held outside the Escrow Account,the Company is of the view that it has sufficient financial resources to meet its ongoing capital requirements prior to the completion of the De-SPAC Transaction.Due to the Companys business nature,there is no ageing analysis of accounts receivable and
48、 accounts payable.As of June 30,2024,the Company had total assets of approximately HK$1,074.6 million(as of December 31,2023:HK$1,050.9 million),which primarily consisted of(i)cash and cash equivalents of approximately HK$0.6 million(as of December 31,2023:HK$2.1 million).The decrease in cash and ca
49、sh equivalents was mainly due to net cash used in operating activities of approximately HK$1.4 million;(ii)interest receivables of approximately HK$40.1 million(as of December 31,2023:HK$14.6 million).The increase in interest receivables was mainly due to an increase in interest receivables from the
50、 Escrow Account.Interest revenue from the Escrow Account is recognised using the effective interest method,and the effective interest rate is applied to the gross carrying amount of the restricted bank balances;(iii)prepayments of approximately HK$0.2 million(as of December 31,2023:HK$0.5 million)an
51、d(iv)restricted bank balances of HK$1,033.7 million(as of December 31,2023:HK$1,033.7 million).As of June 30,2024,the Company had total liabilities of approximately HK$1,202.2 million(as of December 31,2023:HK$1,172.4 million),which primarily consisted of(i)other payables and accruals of approximate
52、ly HK$4.6 million(as of December 31,2023:HK$1.9 million),which mainly consisted of accrued other operating expenses.The increase in other payables and accruals was mainly due to increased accrued legal and professional fees;(ii)deferred underwriting commissions payable of approximately HK$21.6 milli
53、on(as of December 31,2023:HK$20.9 million);(iii)redemption liabilities arising from the Class A Shares of HK$1,072.6 million(as of December 31,2023:HK$1,047.3 million);and(iv)Listed Warrants of approximately HK$103.5 million(as of December 31,2023:HK$102.3 million).As a result of the foregoing,the n
54、et liabilities of the Company increased to approximately HK$127.6 million as of June 30,2024 from HK$121.6 million as of December 31,2023.10Interra Acquisition CorporationInterim Report 2024Management Discussion and Analysis(Continued)Borrowings and gearing ratioThe Company(as borrower)and Primavera
55、 Capital Acquisition(Asia)LLC and ABCI AM Acquisition Limited(as lenders)entered into a facility agreement on September 7,2022 in relation to an unsecured Loan Facility for an aggregate of HK$20 million.As of June 30,2024,no amount has been drawn down under the Loan Facility.As the Company did not h
56、ave any borrowings as of June 30,2024,the net gearing ratio(as calculated by total interest-bearing bank borrowings as at the end of the respective period divided by total equity as at the same date)was not applicable to the Company as of June 30,2024.Foreign exchange exposureAs of June 30,2024,the
57、Companys cash and cash equivalents was mainly denominated in Hong Kong dollars.As such,the Company did not have significant foreign currency exposure during the Reporting Period.The Company currently does not have a foreign currency hedging policy,however,the Company manages foreign exchange risk by
58、 performing regular reviews of net foreign exchange exposures to eliminate the foreign exchange exposures,where necessary.OUTLOOK AND PROSPECTSThe Company is one of the handful of publicly listed SPACs in Hong Kong.The Company will have 24 months from the Listing Date to make an announcement of the
59、terms of a De-SPAC Transaction and 36 months from the Listing Date to complete the De-SPAC Transaction,subject to any extension period approved by the Shareholders in accordance with the Listing Rules and the memorandum and articles of association of the Company.In the forthcoming months,the Company
60、 will use its best endeavors to source a De-SPAC Target with strong and sustainable growth prospects and recommend it for approval by the Shareholders and the Stock Exchange.As of the date of the interim financial report,the Company has not made an announcement of the terms of a potential De-SPAC Tr
61、ansaction.Under the Listing Rules,the Company will have until September 16,2024,or the expiry of 24 months from the Listing Date,to make such announcement,subject to any extension period approved by the Shareholders and the Stock Exchange.The Company will apply for the extension on or before Septemb
62、er 16,2024 if necessary.The Company will conduct a thorough due diligence review for the introduced potential De-SPAC Target.If the Company decides to further pursue a particular De-SPAC Target subsequent to the due diligence review,further negotiations will be conducted to structure the terms of th
63、e De-SPAC Transaction.It is expected that substantial costs will be incurred in evaluating a potential De-SPAC Target and in negotiating and executing a De-SPAC Transaction.The Company will continue to incur expenses as a publicly listed company(for legal,financial reporting,accounting and auditing
64、compliance),as well as for due diligence expenses related to prospective De-SPAC Transactions.The Company intends to consummate the De-SPAC Transaction using(i)proceeds of the Offering;(ii)proceeds from the issuance of the Class B Shares and the Promoter Warrants;(iii)proceeds from independent third
65、 party investments;(iv)funds from any backstop agreements it may enter into;(v)loans from the Promoters or their affiliates,if any,under the Loan Facility or other arrangements;(vi)shares issued to the owners of the De-SPAC Target;and(vii)any other equity or debt financing,or a combination of the fo
66、regoing.11Interra Acquisition CorporationInterim Report 2024Management Discussion and Analysis(Continued)Significant investments,material acquisitions and disposal of subsidiaries,associates and joint venturesThe Company had no significant investments or material acquisitions or disposals of subsidi
67、aries,associates and joint ventures during the Reporting Period.Employee and remuneration policyAs of June 30,2024,the Company had no full-time employees and no staff cost has been recognized as expenses of the Company during the Reporting Period.The executive Directors are not entitled to any remun
68、eration from the Company.The remuneration package of the independent non-executive Directors as well as other corporate executives and employees of the Company(if any)are benchmarked against the remuneration for similar positions in the market.The Company has not adopted any share schemes under Chap
69、ter 17 of the Listing Rules since its incorporation.As a SPAC,the Company does not intend to have any full-time employees prior to the completion of the De-SPAC Transaction.Thus,the Company has not adopted a remuneration policy since its incorporation.Any remuneration policy to be adopted after comp
70、letion of the De-SPAC Transaction will be determined by the Board and reviewed by the remuneration committee of the Company.In general,the Company expects that the remuneration policy of the Company will provide remuneration packages including salary,bonus and various allowances,so as to attract and
71、 retain top quality staff,and the Company will determine employee salaries based on each employees qualifications,position and seniority.Training programs will be provided to employees to accelerate the learning progress and improve the knowledge and skill levels of our employees where necessary.Cap
72、ital expenditure and commitmentsThe Company did not incur any capital expenditure and commitments during the Reporting Period(2023:nil).Contingent liabilitiesAs of June 30,2024,the Company did not have any contingent liabilities(2023:nil).Charges on assetsAs of June 30,2024,there were no charges on
73、assets of the Company(2023:nil).Future plans for material investments and capital assetsThe Company will continue to focus on its business strategies as set out in the Listing Document.Save as disclosed in this report,as of June 30,2024,the Company had no other future plans for any material investme
74、nts or capital assets.Pledging of Shares by controlling Shareholders and loan agreement relating to controlling ShareholdersAs of June 30,2024,the Company had no controlling Shareholder and therefore(i)there was no pledge of Shares to secure the Companys debts or to secure guarantees or other suppor
75、t of its obligations,and(ii)there was no loan agreement with covenants relating to specific performance of a controlling Shareholder.12Interra Acquisition CorporationInterim Report 2024CORPORATE GOVERNANCE AND OTHER INFORMATIONEVENTS AFTER THE REPORTING PERIODThe Company did not have any material su
76、bsequent events after the Reporting Period and up to the date of this report.DIVIDENDSAs disclosed in the Listing Document,the Company does not intend to pay cash dividends prior to the completion of a De-SPAC Transaction.Hence,no interim dividend was proposed by the Board for the Reporting Period(2
77、023:nil).REVIEW OF INTERIM RESULTSThe Board has established the Audit Committee with written terms of reference in compliance with the CG Code.The Audit Committee currently consists of three members,namely Ms.CHAN Ching Chu(alias Rebecca Chan),Ms.CHAN Jeanette Kim Yum and Mr.PU Yonghao,each of whom
78、is an independent non-executive Director.The chairlady of the Audit Committee is Ms.CHAN Ching Chu(alias Rebecca Chan).The Companys interim results for the Reporting Period have not been audited by the Companys independent auditor,KPMG,Certified Public Accountants,but this report,the interim results
79、 for the Reporting Period and the accounting principles and policies adopted by the Company have been reviewed by the Audit Committee.KPMG has carried out a review of the interim financial information in accordance with the Hong Kong Standard on Review Engagements 2410“Review of Interim Financial In
80、formation Performed by the Independent Auditor of the Entity”,issued by the HKICPA.KPMGs unmodified review report is included in the interim report of the Company for the Reporting Period.13Interra Acquisition CorporationInterim Report 2024Corporate Governance and Other Information(Continued)Complia
81、nce with the Corporate Governance CodeThe Company is committed to maintaining a high standard of corporate governance to safeguard the interests of the Shareholders,enhance corporate value,formulate its business strategies and policies,and enhance its transparency and accountability.The Board has co
82、mplied with all applicable code provisions in the CG Code during the Reporting Period,with the exception of code provision C.2.1 of the CG Code,which requires the roles of chairman and chief executive to be held by different individuals.Mr.CHEN Tong and Mr.YANG Xiuke were each appointed as the co-ch
83、airman of the Board,executive Director and co-chief executive officer of the Company.The Board believes that,in view of their experience,personal profile and their respective roles in the Promoters,Mr.CHEN Tong and Mr.YANG Xiuke are the Directors best suited to identify strategic opportunities and t
84、he focus of the Board.Given the minimal level of business operations of the Company before the successful completion of the De-SPAC Transaction,the Board believes that the combined role of co-chairman of the Board and co-chief executive officer of the Company can promote the effective execution of s
85、trategic initiatives and facilitate the flow of information between management and the Board.The Directors consider that the balance of power and authority will not be impaired due to this arrangement.In addition,all major decisions are made in consultation with members of the Board,including the re
86、levant Board committees,and three independent non-executive Directors.Compliance with Model CodeThe Company has adopted the Model Code as its own code of conduct regarding dealings in the securities of the Company by the Directors and the Companys senior management who,because of their office or emp
87、loyment,is likely to possess inside information in relation to the Company or its securities.Upon specific enquiry,all Directors confirmed that they have complied with the Model Code during the Reporting Period.In addition,the Company is not aware of any non-compliance of the Model Code by the senio
88、r management of the Company during the Reporting Period.14Interra Acquisition CorporationInterim Report 2024Corporate Governance and Other Information(Continued)Purchase,sale or redemption of listed securities of the CompanyDuring the Reporting Period,the Company did not purchase,sell or redeem any
89、of its listed securities,including sales of treasury share(as defined in the Listing Rules).As at the end of the Reporting Period,the Company did not hold any treasury shares.Use of proceeds(a)Use of proceeds from the OfferingThe Company received gross proceeds of HK$1,001.0 million from the Offerin
90、g.All of the gross proceeds from the Offering are held in the Escrow Account pursuant to Rule 18B.16 of the Listing Rules and are held in the form of restricted bank balances in compliance with the Listing Rules and guidance letters which may be published by the Stock Exchange from time to time.Ther
91、e has been no change in the intended use of gross proceeds as previously disclosed in the Listing Document.For the avoidance of doubt,the proceeds from the Offering held in the Escrow Account do not include the proceeds from the sale of Class B Shares and the Promoter Warrants.(b)Use of other procee
92、dsThe Company received gross proceeds from the sale of the Promoter Warrants of HK$35.6 million.The gross proceeds from the sale of the Promoter Warrants are held outside of the Escrow Account.The proceeds held outside of the Escrow Account were used,and are proposed to be used,according to the inte
93、ntions previously disclosed in the Listing Document.The following table sets forth the status of use of gross proceeds held outside of the Escrow Account as of June 30,2024:%of gross proceeds held outside of the Escrow AccountAllocation disclosed in the Listing DocumentProceeds unutilized as of Dece
94、mber 31,2023Proceeds utilized during the Reporting PeriodProceeds utilized as of June 30,2024Proceeds unutilized as of June 30,2024 Expenses related to the Offering78.65%HK$28.0 millionHK$0.7 millionHK$27.3 millionHK$0.7 millionGeneral working capital21.35%HK$7.6 millionHK$1.4 millionHK$1.4 millionH
95、K$7.6 million Total100%HK$35.6 millionHK$2.1 millionHK$1.4 millionHK$34.9 millionHK$0.7 million Notes:1.For expenses in relation to a De-SPAC Transaction,including legal,accounting,due diligence,travel and other expenses associated with the identification and evaluation of a prospective De-SPAC Targ
96、et,the total amount of which the Company is currently unable to estimate.2.The Company expects that the remaining unutilized proceeds held outside of the Escrow Account shall be utilized gradually at the time of the completion of the De-SPAC Transaction(i.e.within 36 months of the Listing Date(or wi
97、thin the extended time limits under the Listing Rules,if applicable).15Interra Acquisition CorporationInterim Report 2024Corporate Governance and Other Information(Continued)Continuing disclosure obligation pursuant to the Listing RulesSave as disclosed in this report,the Company does not have any o
98、ther disclosure obligations under Rules 13.20,13.21 and 13.22 of the Listing Rules.Directors and chief executives interests and short positions in Shares and underlying Shares and debentures of the Company or any of its associated corporationsSave as disclosed in this report and to the best knowledg
99、e of the Directors,as at the end of the Reporting Period,none of the Directors or the chief executives of the Company had any interests and/or short positions in the Shares,underlying Shares or debentures of the Company or its associated corporations(within the meaning of Part XV of the SFO)which we
100、re required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they are taken or deemed to have had under such provisions of the SFO)or which were required,pursuant to section 352 of the SFO,to be ent
101、ered in the register referred to therein or which were required,pursuant to the Model Code,to be notified to the Company and the Stock Exchange.Substantial shareholders interests and short positions in Shares and underlying SharesAs far as the Directors are aware,as at the end of the Reporting Perio
102、d,the following persons(other than the Directors or chief executives of the Company)had an interest or a short position in the Shares and the underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO(inclu
103、ding interests and short positions which they are taken or deemed to have had under such provisions of the SFO)or which were required,pursuant to section 336 of the SFO,to be entered in the register referred to therein:Name of ShareholderCapacity/nature of interestNumber of Shares held or interested
104、 in(1)Approximate percentage of the relevant class of Shares(1)Approximate percentage of total issued Shares(1)Class A SharesCITIC Group Corporation(2)Interest in controlled corporation17,749,644 Class A Shares(L)17.73%14.19%Lo Yuk Sui(3)Interest in controlled corporation17,094,000 Class A Shares(L)
105、17.08%13.66%Industrial and Commercial Bank of China Limited(4)Interest in controlled corporation10,890,000 Class A Shares(L)10.88%8.70%TF International Securities Group Limited(5)Beneficial interest9,350,000 Class A Shares(L)9.34%7.47%Yue Xiu Investment Fund Series Segregated Portfolio CompanyYue Xi
106、u Quantitative Growth SP(6)Beneficial interest7,700,000 Class A Shares(L)7.69%6.15%Primavera LLC(7)(9)Beneficial interest7,710,960 Class A Shares(L)7.70%6.16%16Interra Acquisition CorporationInterim Report 2024Corporate Governance and Other Information(Continued)Name of ShareholderCapacity/nature of
107、 interestNumber of Shares held or interested in(1)Approximate percentage of the relevant class of Shares(1)Approximate percentage of total issued Shares(1)Primavera US LLC(7)(9)Interest in controlled corporation7,710,960 Class A Shares(L)7.70%6.16%Dr.Fred Hu(7)(9)Interest in controlled corporation7,
108、710,960 Class A Shares(L)7.70%6.16%ABCI AM Acquisition(8)(9)Beneficial interest5,140,640 Class A Shares(L)5.14%4.11%ABCI AM(8)(9)Interest in controlled corporation5,140,640 Class A Shares(L)5.14%4.11%ABCI(8)(9)Interest in controlled corporation5,140,640 Class A Shares(L)5.14%4.11%ABC(8)(9)Interest i
109、n controlled corporation5,140,640 Class A Shares(L)5.14%4.11%Central Huijin Investment Ltd.(4)(8)(9)Interest in controlled corporation17,603,156 Class A Shares(L)17.59%14.07%Class B SharesPrimavera LLC(7)Beneficial interest15,015,000 Class B Shares(L)60%12%Primavera US LLC(7)Interest in controlled c
110、orporation15,015,000 Class B Shares(L)60%12%Dr.Fred Hu(7)Interest in controlled corporation15,015,000 Class B Shares(L)60%12%ABCI AM Acquisition(8)Beneficial interest10,010,000 Class B Shares(L)40%8%ABCI AM(8)Interest in controlled corporation10,010,000 Class B Shares(L)40%8%ABCI(8)Interest in contr
111、olled corporation10,010,000 Class B Shares(L)40%8%ABC(8)Interest in controlled corporation10,010,000 Class B Shares(L)40%8%Central Huijin Investment Ltd.(7)Interest in controlled corporation10,010,000 Class B Shares(L)40%8%17Interra Acquisition CorporationInterim Report 2024Corporate Governance and
112、Other Information(Continued)Notes:(1)As at the end of the Reporting Period,the Company has issued a total number of 125,125,000 Shares,including 100,100,000 Class A Shares and 25,025,000 Class B Shares.The letter“L”denotes the persons long position in the Shares.(2)Based on the information set out i
113、n the relevant disclosure made by the relevant substantial shareholder(s),such Class A Shares are held through certain controlled corporations of CITIC Group Corporation.CITIC Group Corporation also held 2,239,644 Class A Shares in long position representing Class A Shares underlying listed derivati
114、ves cash settled.(3)Based on the information set out in the relevant disclosure made by the relevant substantial shareholder(s),such Class A Shares are held through certain controlled corporations of Lo Yuk Sui.Among the Class A Shares in long position indirectly held by Lo Yuk Sui,4,884,000 Class A
115、 Shares in long position represent Class A Shares underlying listed derivatives convertible instruments.(4)Based on the information set out in the relevant disclosure made by the relevant substantial shareholder(s),Murray Enterprise Limited is wholly-owned by ICBC International Investment Management
116、 Limited,which is in turn wholly-owned by ICBC International Holdings Limited.ICBC International Holdings Limited is wholly-owned by Industrial and Commercial Bank of China Limited,which is in turn owned as to 34.71%by Central Huijin Investment Ltd.,a state owned enterprise.Therefore,each of Central
117、 Huijin Investment Ltd.and Industrial and Commercial Bank of China Limited is deemed to be interested in the 10,890,000 Class A Shares and 4,356,000 Listed Warrants held by Murray Enterprise Limited.(5)Based on the information set out in the relevant disclosure made by TF International Securities Gr
118、oup Limited,TF International Securities Group Limited held 9,350,000 Class A Shares and 3,740,000 Listed Warrants.(6)Based on the information set out in the relevant disclosure made by Yue Xiu Investment Fund Series Segregated Portfolio Company Yue Xiu Quantitative Growth SP,Yue Xiu Investment Fund
119、Series Segregated Portfolio Company Yue Xiu Quantitative Growth SP held 7,700,000 Class A Shares and 3,080,000 Listed Warrants.(7)Primavera LLC is a wholly-owned subsidiary of Primavera US LLC.Dr.Fred Hu holds approximately 39%of the shareholding in Primavera US LLC and is deemed to be interested in
120、 the underlying Class A Shares of the Promoter Warrants and Class B Shares held by Primavera LLC.(8)ABCI AM Acquisition is a wholly-owned subsidiary of ABCI AM which is wholly-owned by ABCI,which is in turn a wholly-owned subsidiary of ABC.ABC is owned as to approximately 40.03%by Central Huijin Inv
121、estment Ltd.,a wholly state-owned company.Each of ABCI AM,ABCI,ABC and Central Huijin Investment Ltd.is deemed to be interested in the underlying Class A Shares of the Promoter Warrants and Class B Shares held by ABCI AM Acquisition.(9)Represents interest in the underlying Class A Shares of the Prom
122、oter Warrants.On the basis of a cashless exercise of the Promoter Warrants and subject to the terms and conditions under the Promoter Warrant Agreement(including the exercise mechanism and anti-dilution adjustments),the Promoter Warrants may be exercised for a maximum of 12,851,600 Class A Shares in
123、 the aggregate,representing approximately 10.30%of the total Shares in issue.Save as disclosed above,as at the end of the Reporting Period,the Directors were not aware of any persons(who were not Directors or chief executives of the Company)who had an interest or short position in the Shares or unde
124、rlying Shares which would need to be disclosed under Divisions 2 and 3 of Part XV of the SFO,or which would be required,pursuant to Section 336 of the SFO,to be entered in the register referred to therein.18Interra Acquisition CorporationInterim Report 2024Corporate Governance and Other Information(
125、Continued)Changes in information of Directors and chief executives of the companySince the date of the annual report of the Company for the year ended December 31,2023,there have been no changes in information of the Directors or chief executives of the Company requiring disclosure pursuant to Rule
126、13.51B(1)of the Listing Rules.On behalf of the BoardInterra Acquisition CorporationMr.CHEN TongCo-Chairman,Executive Director and Co-Chief Executive OfficerHong Kong,August 23,202419Interra Acquisition CorporationInterim Report 2024INDEPENDENT REVIEW REPORTReview report to the board of directors ofI
127、nterra Acquisition Corporation(Incorporated in the Cayman Islands with limited liability)IntroductionWe have reviewed the interim financial report set out on pages 21 to 44 which comprises the statement of financial position of Interra Acquisition Corporation(the“Company”)as of June 30,2024 and the
128、related statement of profit or loss and other comprehensive income,statement of changes in equity and condensed cash flow statement for the six-month period then ended and explanatory notes.The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparati
129、on of an interim financial report to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34,Interim financial reporting,issued by the Hong Kong Institute of Certified Public Accountants.The directors are responsible for the preparation and presentation of the inte
130、rim financial report in accordance with Hong Kong Accounting Standard 34.Our responsibility is to form a conclusion,based on our review,on the interim financial report and to report our conclusion solely to you,as a body,in accordance with our agreed terms of engagement,and for no other purpose.We d
131、o not assume responsibility towards or accept liability to any other person for the contents of this report.Scope of reviewWe conducted our review in accordance with Hong Kong Standard on Review Engagements 2410,Review of interim financial information performed by the independent auditor of the enti
132、ty,issued by the Hong Kong Institute of Certified Public Accountants.A review of the interim financial report consists of making enquiries,primarily of persons responsible for financial and accounting matters,and applying analytical and other review procedures.A review is substantially less in scope
133、 than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.Accordingly we do not express an audit opinion.ConclusionBased on our review,
134、nothing has come to our attention that causes us to believe that the interim financial report as at June 30,2024 is not prepared,in all material respects,in accordance with Hong Kong Accounting Standard 34,Interim financial reporting.20Interra Acquisition CorporationInterim Report 2024Independent Re
135、view Report(Continued)Emphasis of MatterWe draw attention to note 1 to the interim financial report,which describes the purpose and design of the Company and the consequences if the Company fails to announce and complete an acquisition within the specified timeframes.Our conclusion is not modified i
136、n respect of this matter.KPMGCertified Public Accountants8th Floor,Princes Building10 Chater RoadCentral,Hong KongAugust 23,202421Interra Acquisition CorporationInterim Report 2024STATEMENT OF PROFIT OR LOSS ANDOTHER COMPREHENSIVE INCOMEFor the six months ended June 30,2024 unaudited(Expressed in Ho
137、ng Kong dollars)For the six months ended June 30,2024For the six months ended June 30,2023Notes$Revenue4Interest revenue25,514,28021,473,507Listing expenses(625,863)Equity-settled share-based payment expenses20(b)(54,766,389)(45,673,596)Other operating expenses5(4,469,234)(2,107,235)Fair value chang
138、e of deferred underwriting commissions payable14(605,443)374,990 Loss from operations(34,326,786)(26,558,197)Changes in the carrying amount of the redemption liabilities arising from the Class A Shares16(a)(25,330,162)Fair value change of Listed Warrants16(b)(1,149,148)(540,540)Loss before taxation(
139、60,806,096)(27,098,737)Income tax6 Loss and total comprehensive income for the period(60,806,096)(27,098,737)Loss per share9Basic and diluted(2.43)(1.08)The notes on pages 25 to 44 form part of this interim financial report.22Interra Acquisition CorporationInterim Report 2024STATEMENT OF FINANCIAL P
140、OSITIONAt June 30,2024 unaudited(Expressed in Hong Kong dollars)As at June 30,2024As at December 31,2023Notes$AssetsCash and cash equivalents10625,7242,077,546Interest receivables1140,093,81714,579,570Prepayments11203,025506,532Amount due from the Promoters152,5032,503Restricted bank balances121,033
141、,710,7601,033,710,760 Total assets1,074,635,8291,050,876,911 LiabilitiesOther payables and accruals134,648,5231,934,651Deferred underwriting commissions payable1421,555,34620,949,903Redemption liabilities arising from the Class A Shares16(a)1,072,589,6131,047,259,451Listed Warrants16(b)103,451,34810
142、2,302,200 Total liabilities1,202,244,8301,172,446,205 NET LIABILITIES(127,609,001)(121,569,294)CAPITAL AND RESERVESShare capital18(a)2,5032,503Reserves(127,611,504)(121,571,797)NET DEFICIT(127,609,001)(121,569,294)23Interra Acquisition CorporationInterim Report 2024STATEMENT OF CHANGES IN EQUITYFor
143、the six months ended June 30,2024 unaudited(Expressed in Hong Kong dollars)Share capitalOther reserveCapital reserveAccumulated lossesTotalNotes$Balance at January 1,20232,503(101,669,568)124,561,787(139,058,251)(116,163,529)Changes in equity for the period:Loss and total comprehensive income for th
144、e period(27,098,737)(27,098,737)Equity-settled share-based payment20(b)45,673,59645,673,596 Balance at June 30,2023 and July 1,20232,503(101,669,568)170,235,383(166,156,988)(97,588,670)Change in equity for the period:Loss and total comprehensive income for the period(31,075,840)(31,075,840)Equity-se
145、ttled share-based payment7,095,2167,095,216 Balance at December 31,2023 and January 1,20242,503(101,669,568)177,330,599(197,232,828)(121,569,294)Changes in equity for the period:Loss and total comprehensive income for the period(60,806,096)(60,806,096)Equity-settled share-based payment20(b)54,766,38
146、954,766,389 Balance at June 30,20242,503(101,669,568)232,096,988(258,038,924)(127,609,001)24Interra Acquisition CorporationInterim Report 2024CONDENSED CASH FLOW STATEMENTFor the six months ended June 30,2024 unaudited(Expressed in Hong Kong dollars)For the six months ended June 30,2024For the six m
147、onths ended June 30,2023Notes$Operating activitiesLoss before taxation(60,806,096)(27,098,737)Adjustments for:Interest revenue(25,514,280)(21,473,507)Equity-settled share-based payment expenses20(b)54,766,38945,673,596Fair value change of deferred underwriting commissions payable14605,443(374,990)Ch
148、anges in the carrying amount of the redemption liabilities arising from the Class A Shares16(a)25,330,162Fair value change of Listed Warrants16(b)1,149,148540,540Changes in working capitalDecrease in prepayments303,507154,074Increase in other payables and accruals2,713,872 Net cash used in operating
149、 activities(1,451,855)(2,579,024)Investing activityInterest received33 Net cash generated from investing activity33 Financing activityPayments of listing expenses(4,138,573)Net cash used in financing activity(4,138,573)Net decrease in cash and cash equivalents(1,451,822)(6,717,597)Cash and cash equi
150、valents at January 12,077,54610,115,072 Cash and cash equivalents at the end of the period10625,7243,397,475 Non-cash transactionsAs at June 30,2024,the Company had the deferred underwriting commissions payable of$21,555,346(see note 14)(as of June 30,2023:$21,578,538)with no cash flow impact.25Inte
151、rra Acquisition CorporationInterim Report 2024NOTES TO THE UNAUDITEDINTERIM FINANCIAL REPORT1 General informationInterra Acquisition Corporation(the“Company”)was incorporated in the Cayman Islands on January 11,2022.The address of the Companys registered office is 190 Elgin Avenue,George Town,Grand
152、Cayman KY1-9008,Cayman Islands.The memorandum and articles of association authorises the issuance of Class A ordinary shares(the“Class A Shares”)and Class B ordinary shares(the“Class B Shares”).The Class B Shares have been issued prior to the initial public offering(the“SPAC Offering”).On September
153、16,2022(the“Listing Date”),the Company completed its SPAC Offering and issued 100,100,000 Class A Shares and 40,040,000 warrants(the“Listed Warrants”)at an offering price of HK$10.00 for one Class A Share and 0.4 Listed Warrant.Simultaneously,the Company issued 35,600,000 warrants(the“Promoter Warra
154、nts”)in a private placement at a price of HK$1.00 per Promoter Warrant.The Company was incorporated for the purpose of acquiring a suitable target that results in the listing of a successor company(referred to as a“De-SPAC transaction”)within the time limits required by the Rules Governing the Listi
155、ng of Securities on the Stock Exchange of Hong Kong Limited(the“Listing Rules”).In particular,the Company is required to announce the terms of the De-SPAC transaction within 24 months and complete the De-SPAC transaction within 36 months after the SPAC Offering(the“De-SPAC Deadline”).If the Company
156、does not announce and complete a De-SPAC transaction by the De-SPAC Deadline,the Company would:(i)cease all operations except for the purpose of winding up,(ii)suspend the trading of the Class A Shares and the Listed Warrants,(iii)as promptly as reasonably possible but no more than one month after t
157、he date that trading in the Class A Shares is suspended,redeem the Class A Shares in cash which would completely extinguish the rights of the holders of the Class A Shares as shareholders(including the right to receive further liquidation distributions,if any),and(iv)as promptly as reasonably possib
158、le following such redemption,subject to the approval of the remaining shareholders and the board of directors,liquidate and dissolve,subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and the other requirements of applicable laws.The Company
159、is allowed to submit a request to the Stock Exchange for an extension of the deadline for a period up to six months subject to approval.For every Class A Shares that is not redeemed upon the completion of the De-SPAC transaction,the holders of the Class A Shares will receive an additional 0.2 warran
160、t per Class A Share.This seeks to motivate shareholders to elect not to redeem their Class A Shares at the time of the De-SPAC transaction.The additional 0.2 of one warrant per share to be issued as described above would have the same terms of the 0.4 of Listed Warrant mentioned above.The Company ha
161、d not carried on any business since the date of its incorporation and is not expected to generate any operating revenue other than interest income until the completion of the De-SPAC transaction,at the earliest.All activities for the period from January 11,2022(date of incorporation)to June 30,2024
162、were related to the Companys formation,the SPAC Offering and identifying an appropriate target for the De-SPAC transaction.The Companys promoters are Primavera Capital Acquisition LLC,a Cayman Islands limited liability company(through a wholly owned subsidiary,Primavera Capital Acquisition(Asia)LLC,
163、a Cayman Islands limited liability company)and ABCI Asset Management Limited,a Hong Kong limited liability company(through a wholly owned subsidiary,ABCI AM Acquisition Limited,a British Virgin Islands limited liability company)(together the“Promoters”).26Interra Acquisition CorporationInterim Repor
164、t 2024Notes to the Unaudited Interim Financial Report(Continued)2 Basis of preparationThe interim results set out in this report do not constitute the Companys interim financial report for the six months ended June 30,2024 but are extracted from that interim financial report.The interim financial re
165、port has been prepared in accordance with the applicable disclosure provisions of the Listing Rules,including compliance with Hong Kong Accounting Standard(“HKAS”)34,Interim financial reporting,issued by the Hong Kong Institute of Certified Public Accountants(“HKICPA”).The interim financial report h
166、as been prepared in accordance with the same accounting policies adopted in the financial statements for the financial year ended December 31,2023,which had been prepared in accordance with Hong Kong Financial Reporting Standards(“HKFRS”).Details of any changes in accounting policies are set out in
167、note 3.Notwithstanding the net liabilities of HK$127,609,001,which is mainly due to financial liabilities representing the Listed Warrants of HK$103,451,348 and deferred underwriting commissions payable of HK$21,555,346,as at June 30,2024,the interim financial report have been prepared on a going co
168、ncern basis based on the following:the Promoters have committed to provide financial assistance to the Company by way of a loan facility of HK$20.0 million;each Listed Warrant will be exercised by the holders on a cashless basis upon completion of a De-SPAC transaction(see note 14(b);and the directo
169、rs of the Company have reviewed the Companys cash flow projections,and are of the opinion that the Company will have sufficient working capital to meet its liabilities and obligations as and when they fall due and to sustain its operations for the next twelve months from the end of the reporting per
170、iod.The Company continues its search for potential targets of a De-SPAC transaction(“De-SPAC Targets”).As of the date of the interim financial report,the Company has not made an announcement of the terms of a potential De-SPAC transaction.Under the Listing Rules,the Company will have until 16 Septem
171、ber 2024,or the expiry of 24 months from the date of listing,to make such announcement,subject to any extension period approved by the Shareholders and the Stock Exchange should the Company decide to apply for an extension.There is no assurance that the Company could consummate the De-SPAC transacti
172、on within the specified time limit in the Listing Rules.27Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)3 Changes in accounting policiesThe HKICPA has issued a new HKFRS and a number of amendments to HKFRSs that are first effective for th
173、e current accounting period of the Company.None of these developments have had a material effect on how the Companys results and financial position for the current or prior period have been prepared or presented.The Company has not applied any new standard or interpretation that is not yet effective
174、 for the current accounting period.4 Revenue and segment reportingThe principal activity of the Company is to acquire a suitable target for the completion of De-SPAC transaction within the time limits.No revenue was derived from this activity during the current and prior periods.The Companys busines
175、s activity is regularly reviewed and evaluated by the chief operating decision-makers.As a result of this evaluation,the directors of the Company consider that the Companys operations are operated and managed as a single reportable segment.Since this is the only reportable operating segment of the C
176、ompany,no further operating segment analysis thereof is presented.5 Other operating expensesFor the six months ended June 30,2024For the six months ended June 30,2023HK$HK$Auditors remuneration other services150,000290,000Legal and professional fees3,604,866885,348Insurance expenses200,962182,934Com
177、pany secretarial fee158,030259,260Directors emoluments224,892223,152Bank charges7,50042,576Others122,984223,965 4,469,2342,107,235 28Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)6 Income taxNo income tax has been recognised during the cu
178、rrent and prior periods as the Company is not currently subject to income tax in the Cayman Islands and in opinion of the directors,the Company has no assessable profits in any other jurisdictions.7 Directors emolumentsDirectors emoluments disclosed pursuant to section 383(1)of the Hong Kong Compani
179、es Ordinance and Part 2 of the Companies(Disclosure of Information about Benefits of Directors)Regulation are as follows:For the six months ended June 30,2024DirectorsfeesSalaries,allowancesand benefitsin kindRetirementschemecontributionsTotalHK$HK$HK$HK$Executive DirectorsCHEN TongGE ChengyuanMING
180、LiangYANG XiukeIndependent non-Executive Directors(“INED”)Ms.CHAN Jeanette Kim Yum74,96474,964Mr.PU Yonghao74,96474,964Ms.CHAN Ching Chu74,96474,964 224,892224,892 29Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)7 Directors emoluments(Con
181、tinued)For the six months ended June 30,2023DirectorsfeesSalaries,allowancesand benefitsin kindRetirementschemecontributionsTotalHK$HK$HK$HK$Executive DirectorsCHEN Tong(appointed as a director on January 11,2022 and re-designated as an executive director on January 26,2022)GE Chengyuan(appointed as
182、 a director on January 18,2022 and re-designated as an executive director on January 26,2022)MING Liang(appointed on April 25,2022)YANG Xiuke(appointed as a director on January 18,2022 and re-designated as an executive Director on January 26,2022)Independent non-Executive Directors(“INED”)Ms.CHAN Je
183、anette Kim Yum (appointed on September 5,2022)74,38474,384Mr.PU Yonghao (appointed on September 5,2022)74,38474,384Ms.CHAN Ching Chu (appointed on September 5,2022)74,38474,384 223,152223,152 8 Individuals with highest emolumentsThe Company has three INEDs for the six months ended June 30,2024 and 2
184、023.Of the three individuals with the highest emoluments,all are directors whose emoluments are disclosed in note 7.30Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)9 Loss per shareThe calculation of the basic loss per share is based on th
185、e loss for the period attributable to Promoters of the Company(“Promoter Shareholders”)divided by the weighted average number of Class B Shares,calculated as follows:(i)Loss for the period attributable to Promoter Shareholders of the CompanyFor the six months ended June 30,2024For the six months end
186、ed June 30,2023HK$HK$Loss for the period attributable to Promoter Shareholders of the Company60,806,09627,098,737 (ii)Weighted average number of sharesFor the six months ended June 30,2024For the six months ended June 30,2023 Issued Class B Shares at January 1,2024/January 1,202325,025,00025,025,000
187、 Weighted average number of Class B Shares at the end of the period25,025,00025,025,000 The calculation of diluted loss per share has not included the potential effects of Class A Shares issued,as they had an anti-dilutive effect on the basic loss per share for the current period.31Interra Acquisiti
188、on CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)10 Cash and cash equivalentsAs at June 30,2024As at December 31,2023HK$HK$Cash at bank625,7242,077,546 11 Interest receivables and prepaymentsThe interest receivables and prepayments are expected to be recover
189、ed or recognized as expense within one year.12 Restricted banks balancesAs at December 31,2023 and June 30,2024,the gross proceeds of HK$1,001,000,000 from the SPAC Offering and interest of HK$32,710,760 earned on the gross proceeds are deposited into an escrow account(the“Escrow Account”)in accorda
190、nce with the Listing Rules.The gross proceeds are invested in a bank deposit with interest rate depending on the maturity and the maximum term of 1 year.The proceeds from the SPAC Offering would not be released from the Escrow Account,except to:meettheredemptionrequestsofholdersoftheClassASharesinco
191、nnectionwithashareholder vote to modify the timing of the Companys obligation to announce the De-SPAC transaction within 24 months of the Listing Date or complete the De-SPAC transaction within 36 months of the Listing Date(or,if these time limits are extended pursuant to a vote of the holders of th
192、e Class A Shares and in accordance with the Listing Rules and a De-SPAC transaction is not announced or completed,as applicable,within such extended time limits),or approve the continuation of the Company following a material change in the Promoters or directors as provided for in the Listing Rules;
193、orcompletetheDe-SPACtransaction,inconnectionwithwhichthefundsheldintheEscrowAccount will be used to pay amounts due to holders of the Class A Shares who exercise their redemption rights,to pay all or a portion of the consideration payable to the De-SPAC target or owners of the De-SPAC target,to repa
194、y any loans drawn under the loan facility and to pay other expenses associated with completing the De-SPAC transaction;orreturnfundstoClassAShareholderswithinonemonthofasuspensionoftradingimposedby the Stock Exchange if the Company(1)fails to obtain the requisite approvals in respect of the continua
195、tion of the Company following a material change referred to in Listing Rule 18B.32;or(2)fails to meet any of the deadlines(extended or otherwise)to(i)publish an announcement of the terms of a De-SPAC transaction within 24 months of the date of the Listing or(ii)complete a De-SPAC transaction within
196、36 months of the date of the Listing;orreturnfundstotheClassAShareholdersupontheliquidationorwindingupoftheCompany.32Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)12 Restricted banks balances(Continued)Interest and other income generated
197、and accrued on the funds held in the Escrow Account may be released to pay for the Companys expenses and taxes,if any,subject to the following conditions:therelevantexpensesandtaxeshavebeenincurred;thegrossproceedsfromthesaleofthePromoterWarrantsandthePromotersloanfacilityhavebeenfullyutilised;andth
198、eBoardhasauthorisedthereleaseoftheInterestrevenuefromtheEscrowAccount.13 Other payables and accrualsThe accrual and other payables are expected to be settled within one year or are repayable on demand.14 Deferred underwriting commissions payablePursuanttothetermsoftheunderwritingagreementrelatingtot
199、heSPACOfferingwhichwasenteredintoby,amongothers,theCompany,thePromotersandtheunderwritersoftheSPACOffering(the“Underwriters”),theUnderwriters(i)receivedanunderwritingcommissionequalto2%ofthegrossproceedsfortheSPACOfferingontheListingDate,and(ii)willreceiveadeferredunderwritingcommissionwhichcomprise
200、sanamountupto1.5%ofthegrossproceedswhichisearnedoncompletionoftheDe-SPACtransaction,andanamountequalto1.5%ofthegross proceeds less the aggregate amount paid by the Company pursuant to the exercise of the redemptionrightsoftheshareholdersoftheCompanywhichisearnedoncompletionoftheDe-SPACtransaction.Th
201、edeferredunderwritingcommissionswererecognisedasafinancialliabilityunder“Deferredunderwritingcommissionspayable”.ThefairvaluechangeofthedeferredunderwritingcommissionspayablewaslossofHK$605,443forthesixmonthsendedJune30,2024(2023:gainofHK$374,990).15 Amount due from the promotersAmountduefromtheProm
202、otersisunsecured,interest-freeandrepayableondemand.33Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)16 Class A shares and listed warrantsThe Company issued 100,100,000 Class A Shares together with 40,040,000 Listed Warrants for an aggregat
203、e price of HK$1,001,000,000 on the Listing Date.(a)Class A SharesThe Company has an obligation to redeem the Class A Shares at HK$10 per share upon certain events(e.g.a change in the Promoters).Should the Class A Shares not be redeemed,the Company has an obligation to issue additional 0.2 warrant to
204、 the holder of the Class A Shares for each share that is not redeemed.Each Class A Share also entitles the holder to discretionary dividends and distributions.The obligation to redeem the Class A Shares upon events that are beyond the control of the Company and the holder and issue additional warran
205、ts should the Class A Shares not be redeemed give rise to financial liabilities.In addition,the redemption liabilities arising from Class A Shares also include any interest or other income,to the extent the amount is material,that has been generated in the Escrow Account but remains unreleased due t
206、o unfulfilled conditions for fund disbursement to the Company to pay for its expenses(see note 10).Should these conditions be subsequently fulfilled,part or all of such interest or income may be released from the Escrow Account to meet the Companys expenses.The movements of the Class A Shares are as
207、 follows:HK$Liability component redemption liabilitiesAt January 1,2023,June 30,2023 and July 1,20231,001,000,000Changes in the carrying amount of the redemption liabilities recognised in profit or loss46,259,451 At December 31,2023,and January 1,20241,047,259,451Changes in the carrying amount of th
208、e redemption liabilities recognised in profit or loss25,330,162 At June 30,20241,072,589,613 Equity componentA January 1,2023,December 31,2023,January 1,2024 and June 30,2024(101,669,568)34Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)16
209、Class A shares and listed warrants(Continued)(b)Listed WarrantsEach Listed Warrant gives the holder the right to subscribe for one share of the listed issuer resulting from the completion of a De-SPAC Transaction(“Successor Share”)upon completion of a De-SPAC transaction at HK$11.5 per share when th
210、e average closing price of the Successor Shares for the 10 trading days immediately prior to the date on which the notice of exercise is received by the registrar(the“Fair Market Value”)is at least HK$11.5 per share.Such exercise will be conducted on a cashless basis by the holders surrendering the
211、Listed Warrants for that number of Successor Shares,subject to adjustment,equal to the product of the number of Successor Shares underlying the Listed Warrants,multiplied by a quotient equal to the excess of the Fair Market Value of a Successor Share over the exercise price of the warrant divided by
212、 the Fair Market Value of the Successor Share.The Listed Warrants are exercisable 30 days after the completion of the De-SPAC transaction up to the date immediately preceding the fifth anniversary of the date of the completion of the De-SPAC transaction,both days inclusive.The Listed Warrant are cla
213、ssified as derivative financial liabilities that are measured at fair value through profit or loss,since the warrants would not be settled only by exchanging a fixed amount of cash or another financial asset for a fixed number of the Companys own equity instruments.The movements of the Listed Warran
214、ts are as follows:HK$At January 1,2023102,334,232Fair value change of Listed Warrants recognised in profit or loss unrealised540,540 At June 30,2023 and July 1,2023102,874,772Fair value change of Listed Warrants recognised in profit or loss unrealised(572,572)At December 31,2023 and January 1,202410
215、2,302,200Fair value change of Listed Warrants recognised in profit or loss unrealised1,149,148 At June 30,2024103,451,348 35Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)17 Equity settled share-based transactionsThe Company issued 25,025,
216、000 Class B Shares on July 28,2022 at a price of HK$0.0001 per share.In accordance with the memorandum and articles of association,the Class B Shares contain a conversion feature(the“Conversion Right”)such that they are convertible into shares of a successor company(i.e.Successor Share)automatically
217、 upon the closing of the De-SPAC transaction at such a ratio that the number of Successor Shares issuable upon conversion of all Class B Shares will be equal to,on an as-converted basis and in the aggregate,20%of the sum of all Class A Shares and Class B Shares in issue as at the Listing Date.Upon L
218、isting,the Company issued 35,600,000 Promoter Warrants at an aggregate subscription price of HK$35,600,000.Each Promoter Warrant gives the holder the right to subscribe for one Successor Share at HK$11.5 per share and is settled net in shares.The Promoter Warrants are exercisable 12 months after the
219、 completion of the De-SPAC transaction.The contractual life of the Conversion Right of the Class B Shares and the Promoter Warrants is 3 years.The Company accounted for the Conversion Right in the Class B Shares and the Promoter Warrants granted on the Listing Date(collectively the“Grants”)as equity
220、-settled share-based payment,with the completion of a De-SPAC transaction identified as the non-market performance condition.(a)The number and weighted average exercise prices of the Promoter Warrants are as follows:For the six months ended June 30,2024For the six months ended June 30,2023Weighted a
221、verage exercise priceNumber of Promoter WarrantsWeighted average exercise priceNumber of Promoter Warrants At January 1,2024/January 1,2023HK$11.5035,600,000HK$11.5035,600,000Granted during the periodN/AN/A At the end of the periodHK$11.5035,600,000HK$11.5035,600,000 Exercisable at the end of the pe
222、riodN/AN/A The Promoter Warrants outstanding at June 30,2024 had an exercise price of HK$11.5 and a weighted average remaining contractual life of 1.2 years.36Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)17 Equity settled share-based tra
223、nsactions(Continued)(b)Fair value of the Grants and assumptionsThe fair value of services received in return for the Grants granted,which includes the Promoter Warrants and the Conversion Rights in the Class B Shares,is measured by reference to the fair value of the Grants granted.The estimate of th
224、e fair value of the Promoter Warrants granted is measured based on a Monte Carlo simulation method.The contractual life of the Promoter Warrants is used as an input into this model.Expectations of early exercise are incorporated into the Monte Carlo simulation method.2022 Fair value of the Promoter
225、Warrants and assumptionsFair value at measurement dateHK$2.58Share priceHK$10.00Exercise priceHK$11.50Expected volatility38.51%39.97%Option life3 yearsExpected dividends0.00%Risk-free interest rate3.21%3.26%The expected volatility is estimated based on daily return of S&P SmallCap 600 Volatility Hig
226、hest Quintile Index.The length of period approximately equals to the expected time to maturity of the Promoter Warrants as of the Listing Date,sourced from Bloomberg.Expected dividends are based on management estimation.Changes in the subjective input assumptions could materially affect the fair val
227、ue estimate.The fair value of the conversion right per Class B Share was principally determined based on the value of the Class A Share.The Grants were granted under a non-market performance condition.This condition has not been taken into account in the grant date fair value measurement of the serv
228、ices received.37Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)18 Capital,reserves and dividends(a)Share capitalAs at June 30,2024As at December 31,2023No.of sharesShare capitalNo.of sharesShare capitalHK$HK$Class B Shares(par value HK$0.0
229、001 per share),issued and fully paid:At January 1,2023,December 31,2023,January 1,2024 and June 30,202425,025,0002,50325,025,0002,503 Share capital represents the par value of the issued shares.(b)DividendsNo dividends have been paid or declared by the Company during the current and prior periods.(c
230、)Nature and purpose of reserves(i)Other reserveOther reserve comprises the amount allocated to the equity component of the Class A Shares.(ii)Capital reserveThe capital reserve comprises(i)the portion of the grant-date fair value of the Grants granted to the Promoters that has been recognised for sh
231、are-based payments,and(ii)the proceeds from the issuance of the Promoter Warrants to the Promoters.(d)Capital managementThe Companys primary objectives when managing capital are to safeguard the Companys ability to continue as a going concern,so that it can continue to provide returns for shareholde
232、rs and benefits for other stakeholders.The Company actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholders return,taking into consideration the future of the Company and capital efficiency,projected operating cash flows and projected capi
233、tal expenditures.The Company manages its capital structure,which comprises all components of equity and the gross proceeds from the SPAC Offering(see note 10),and makes adjustments to it,in light of changes in economic conditions.To maintain or adjust the capital structure,the Company may issue new
234、shares,new debt financing or the redemption of existing debt.The Company is not subject to externally imposed capital requirements.38Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)19 Financial risk management and fair values of financial i
235、nstrumentsExposure to liquidity risk arises in the normal course of the Companys business.The Companys exposure to this risk and the financial risk management policies and practices used by the Company to manage this risk is described below.The Companys exposure to credit,interest rate and currency
236、risks is not significant.(a)Liquidity riskThe Companys policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and longer term.The Promoters have committed to provide an interest-free facility f
237、or an amount up to HK$20,000,000 for the Company to meet its working capital needs or to finance transaction costs from time to time before the completion of any De-SPAC transaction.Interest revenue earned on the funds held in the Escrow Account is also expected to be released to pay the Companys op
238、erating expenses(see note 12).The following tables show the remaining contractual maturities at the end of 2023 and June 30,2024 of the Companys financial liabilities,which are based on contractual undiscounted cash flows(including interest payments computed using contractual rates or,if floating,ba
239、sed on rates current at the end of the year)and the earliest date the Company can be required to pay.39Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)19 Financial risk management and fair values of financial instruments(Continued)(a)Liquid
240、ity risk(Continued)June 30,2024Contractual undiscounted cash outflowWithin1 year or on demandTotalCarryingamount atJune 30,2024HK$HK$HK$Other payables and accruals4,648,5234,648,5234,648,523Deferred underwriting commissions payable30,030,00030,030,00021,555,346Redemption liabilities arising from the
241、 Class A Shares1,072,589,6131,072,589,6131,072,589,613 1,107,268,1361,107,268,1361,098,793,482 December 31,2023Contractual undiscounted cash outflowWithin1 year oron demandTotalCarryingamount atDecember 31,2023HK$HK$HK$Other payables and accruals1,934,6511,934,6511,934,651Deferred underwriting commi
242、ssions payable30,030,00030,030,00020,949,903Redemption liabilities arising from the Class A Shares1,047,259,4511,047,259,4511,047,259,451 1,079,224,1021,079,224,1021,070,144,005 40Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)19 Financial
243、 risk management and fair values of financial instruments(Continued)(b)Fair value measurement(i)Financial assets and liabilities measured at fair valueFair value hierarchyThe following table presents the fair value of the Companys financial instruments measured at the end of the reporting period on
244、a recurring basis,categorised into the three-level fair value hierarchy as defined in HKFRS 13,Fair value measurement.The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follow
245、s:Level1valuations:FairvaluemeasuredusingonlyLevel1inputsi.e.unadjustedquoted prices in active markets for identical assets or liabilities at the measurement date.Level2valuations:FairvaluemeasuredusingLevel2inputsi.e.observableinputswhich fail to meet Level 1,and not using significant unobservable
246、inputs.Unobservable inputs are inputs for which market data are not available.Level3valuations:Fairvaluemeasuredusingsignificantunobservableinputs.The Co-Chief Executive Officer of the Company works closely with a qualified external valuer to establish the appropriate valuation techniques and inputs
247、 in assessing the fair value of the Companys financial instruments,including the deferred underwriting commissions payable and Listed Warrants,both of which are categorised into Level 3 of the fair value hierarchy.A valuation report with analysis of changes in fair value measurement is prepared by t
248、he Co-Chief Executive Officer for each reporting period,and is reviewed and approved by the directors.Fair value at June 30,Fair value measurements as atJune 30,2024 categorised into2024Level 1Level 2Level 3HK$HK$HK$HK$Recurring fair value measurementsDeferred underwriting commissions payable21,555,
249、34621,555,346Listed Warrants103,451,348103,451,348 41Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)19 Financial risk management and fair values of financial instruments(Continued)(b)Fair value measurement(Continued)(i)Financial assets and
250、 liabilities measured at fair value(Continued)Fair value hierarchy(Continued)Fair value atDecember 31,Fair value measurements as atDecember 31,2023 categorised into2023Level 1Level 2Level 3HK$HK$HK$HK$Recurring fair value measurementsDeferred underwriting commissions payable20,949,90320,949,903Liste
251、d Warrants102,302,200102,302,200 During the current and prior periods,there were no transfers between Level 1 and Level 2,or transfers into or out of Level 3.The Companys policy is to recognise transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur
252、.Information about Level 3 fair value measurementsDeferred underwriting commissions payableThe fair value of the deferred underwriting commissions payable is determined based on the expected payment,which takes into account the probability and timing of a De-SPAC transaction,discounted to present va
253、lue using a discount rate of 5.9%as at June 30,2024(December 31,2023:5.9%).It is considered that a De-SPAC transaction is highly probable and is expected to occur in mid of 2025,based on available industry information and market data.42Interra Acquisition CorporationInterim Report 2024Notes to the U
254、naudited Interim Financial Report(Continued)19 Financial risk management and fair values of financial instruments(Continued)(b)Fair value measurement(Continued)(i)Financial assets and liabilities measured at fair value(Continued)Information about Level 3 fair value measurements(Continued)The followi
255、ng table demonstrates the sensitivity to changes in the probability and the discount rate,with all other variables constant,at the end of the period/year.Deferred underwriting commissions payableFor thesix months endedJune 30,2024For theyear endedDecember 31,2023Increased/(decreased)the Companys los
256、s after taxIncreased/(decreased)the Companys loss after taxHK$HK$Probability increase by 5%1,134,4921,102,626 decrease by 5%(1,134,492)(1,102,626)Discount rate increase by 3%(593,920)(859,097)decrease by 3%628,558922,142 The movements of the deferred underwriting commissions payable are as follows:F
257、or thesix months endedJune 30,2024For theyear endedDecember 31,2023HK$HK$At January 1,2024/January 1,202320,949,90321,953,528Fair value change of deferred underwriting commissions payable recognised in profit or loss unrealised605,443(1,003,625)At the end of period/year21,555,34620,949,903 43Interra
258、 Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)19 Financial risk management and fair values of financial instruments(Continued)(b)Fair value measurement(Continued)(i)Financial assets and liabilities measured at fair value(Continued)Information ab
259、out Level 3 fair value measurements(Continued)Listed WarrantsValuation techniquesSignificant unobservable inputsRange as atJune 30,2024Range as atDecember 31,2023 Listed WarrantsMonte Carlo simulation methodExpected volatility40.60%41.67%39.19%40.52%Risk-free interest rate3.39%2.92%The fair value of
260、 Listed Warrants was determined using the Monte Carlo simulation method and the significant unobservable input used in the fair value measurement were expected volatility and risk-free interest rate.The following table demonstrates the sensitivity to changes in the expected volatility and the risk-f
261、ree interest rate,with all other variables constant,at the end of the period/year.Listed WarrantsFor thesix months endedJune 30,2024For the year endedDecember 31,2023Increased/(decreased)the Companys loss after taxIncreased/(decreased)the Companys loss after taxHK$HK$Expected volatility increase by
262、5%5,205,2004,216,212 decrease by 5%(9,905,896)(4,652,648)Risk-free interest rate increase by 2%4,308,3044,368,364 decrease by 2%(6,446,440)(5,897,892)(ii)Fair value of assets and liabilities carried at amounts other than fair valueAll other financial instruments are carried at amounts not materially
263、 different from their fair values as at June 30,2024 and December 31,2023,respectively.44Interra Acquisition CorporationInterim Report 2024Notes to the Unaudited Interim Financial Report(Continued)20 Material related party transactions(a)Key management personnel remunerationRemuneration for key mana
264、gement personnel of the Company represents amounts paid to the Companys directors as disclosed in note 7.(b)Other significant related party transactionFor thesix monthsendedJune 30,2024For thesix monthsendedJune 30,2023HK$HK$Equity-settled share-based payment expenses to the Promoters(note 17)54,766,38945,673,596
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