The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Annual Report including, without limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Annual Report, words such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Annual Report should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

We are a newly organized blank check company incorporated as a Cayman Islands exempted company on August 9, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the "Business Combination").



Our sponsor is Forbion Growth Sponsor FEAC I B.V., a Cayman Islands limited
liability company (the "Sponsor"). The registration statement for our initial
public offering was declared effective on December 9, 2021. On December 14,
2021, the Company's commenced the IPO of 11,000,000 units (or 12,650,000 units
if the underwriters' over-allotment option is exercised in full) at $10.00 per
unit (the "Units"), which is discussed in Note 3. Each Unit consists of one
Class A ordinary share
and one-third of
one redeemable warrant (the "Public Warrants"). Each whole warrant entitles the
holder to purchase one Class A ordinary share at a price of $11.50 per share. On
December 15, 2021, the underwriters exercised their full over-allotment option
and purchased the additional Units available to them. The aggregate Units sold
in the IPO and subsequent over-allotment were 12,650,000 and generated gross
proceeds of $126,500,000.

Simultaneously with the consummation of the IPO, we consummated the private placement of 4,700,000 warrants (or 5,195,000 warrants when the underwriters' over-allotment option was fully exercised on December 15, 2021) (the "Private Placement Warrants") to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement. The sale of the Private Placement warrants in connection with the IPO and subsequent over-allotment option exercise generated gross proceeds of $7,792,500.

Our transaction costs related to the IPO amounted to $5,793,160 consisting of $1,800,000 of underwriting commissions, $3,150,000 of deferred underwriting commissions, and $843,160 of other offering costs. The underwriters' exercise of their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs. In addition, $1,641,236 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.


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On December 15, 2021, the underwriter fully exercised the over-allotment option and purchased an additional 1,650,000 Units for additional gross proceeds of $16,500,000. Simultaneously with the exercise of the over-allotment option, the Sponsor purchased an additional 495,000 Private Placement Warrants for additional gross proceeds of $742,500, which was already included in the Trust Account and shown as a Deposit in Advance in this financial statement.

The underwriters' exercise of their full over-allotment option generated an additional $907,500 in transaction costs for aggregate transaction costs of $6,700,660 consisting of $2,130,000 of underwriting commissions, $3,727,500 of deferred underwriting commissions and $843,160 of other offering costs.

Following the closing of the exercise of the underwriters' full over-allotment option, an additional $16,170,000 was placed in the Trust Account for aggregate proceeds in the Trust Account of $129,662,500 ($10.25 per Unit). As a result of the underwriters' over-allotment option exercise, 412,500 Founder Shares are no longer subject to forfeiture.

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, we will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the "Investment Company Act"). There is no assurance that we will be able to complete a Business Combination successfully.


Following the closing of the IPO on December 14, 2021, $113,492,500 from the net
proceeds of the sale of the Units in the IPO and the sale of the Private
Placement Warrants was deposited into a trust account (the "Trust Account").
This amount was comprised of $10.25 per Unit for the 11,000,000 Units sold in
the IPO in additional to a $742,500 Deposit in Advance from the Sponsor related
to the underwriters' exercise of the full over-allotment option which took place
the following day on December 15, 2021. Following the closing of the IPO and the
exercise of the underwriters' full over-allotment option, $129,662,500 ($10.25
per Unit) was held in the Trust Account and will only be invested in United
States "government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act having a maturity of 185 days or less or in money market
funds meeting certain conditions under
Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government
treasury obligations. Pursuant to the trust agreement, the trustee is not
permitted to invest in other securities or assets. Except with respect to
interest earned on the funds held in the Trust Account that may be released to
the Company to pay its income taxes, if any, the Company's amended and restated
memorandum and articles of association, as discussed below and subject to the
requirements of law and regulation, will provide that the proceeds from the
Public Offering and the sale of the Private Placement Warrants held in the Trust
Account will not be released from the Trust Account (1) to the Company, until
the completion of the initial Business Combination, or (2) to its public
shareholders, until the earliest of (a) the completion of the initial Business
Combination, and then only in connection with those Class A ordinary shares that
such shareholders properly elected to redeem, subject to the limitations
described herein, (b) the redemption of any public shares properly tendered in
connection with a shareholder vote to amend the Company's amended and restated
memorandum and articles of association (A) to modify the substance or timing of
the Company's obligation to provide holders of the Class A ordinary shares the
right to have their shares redeemed in connection with the initial Business
Combination or to redeem 100% of the

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public shares if the Company does not complete the initial Business Combination
within Combination Period or (B) with respect to any other provision relating to
the rights of holders of the Class A ordinary shares, and (c) the redemption of
the public shares if the Company has not consummated the Company's Business
Combination within Combination Period, subject to applicable law. Public
shareholders who redeem their Class A ordinary shares in connection with a
shareholder vote described in clause (b) in the preceding sentence shall not be
entitled to funds from the Trust Account upon the subsequent completion of an
initial Business Combination or liquidation if the Company has not consummated
an initial Business Combination within Combination Period, with respect to such
Class A ordinary shares so redeemed. The funds held in the Trust Account could
become subject to the claims of the Company's creditors, if any, which could
have priority over the claims of its public shareholders. As it is expected that
we are and will continuously be considered a Dutch tax resident, any redemption
proceeds (including interest income on the trust account) distributed to our
shareholders in excess of
the paid-up capital
for Dutch tax purposes may be subject to 15% Dutch dividend withholding tax.

We will provide holders (the "Public Shareholders") of its Class A ordinary shares, par value $0.0001, sold in the IPO (the "Public Shares"), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.

We will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of the initial Business Combination, regardless of whether such shareholder votes on such proposed Business Combination, and if they do vote, regardless of whether they vote for or against such proposed Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.25 per public share.

The per share amount that we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the initial Business Combination with respect to the Company's warrants. Further, we will not proceed with redeeming the public shares, even if a public shareholder has properly elected to redeem its shares if a Business Combination does not close.



We have amended and restated memorandum and articles of association provides
that the Company will have only 18 months from the closing of the Public
Offering (or up to 24 months from the closing of this offering if the Company
extends the period of time to consummate a Business Combination, subject to the
Sponsor depositing additional funds in the Trust Account) (the "Combination
Period") to consummate its initial Business Combination. If the Company has not
consummated an initial Business Combination within Combination Period, the
Company will: (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at
a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its income taxes, if any (less up
to $100,000 of interest to pay dissolution expenses) divided by the number of
the then-outstanding public shares, which redemption will completely extinguish
public shareholders' rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's
remaining shareholders and its board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii), to the Company's obligations
under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating
distributions with respect to the Company's warrants, which will expire
worthless if the Company fails to consummate an initial Business Combination
within Combination Period.

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The Sponsor and each member of its management team have entered into an agreement with Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (ii) to waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company's obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame).

We have until 18 months from the closing of the Public Offering to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination (the "Combination Period"). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account, for each additional three-month period, $1,265,000 ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline.

Our Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company's independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.25 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company's indemnity of the underwriter of the Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor's only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.

Results of Operations

As of December 31, 2021, we had not commenced any operations. All activity for the period from August 9, 2021 (inception) through December 31, 2021 relates to our formation, IPO and identifying a business combination target. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from August 9, 2021 (inception) to December 31, 2021, we had a net loss of $225,437, which consisted of formation and operating costs of $232,346 and interest income of $6,909.

Liquidity and Capital Resources

The Company's liquidity needs up to December 14, 2021 had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $500,000 (see Note 5). The Company's liquidity needs since its IPO have been satisfied through funds from its Private Placement Warrants. At December 31, 2021, the Company had $1.1 million in its operating bank account and working capital of $1.2 million, which mainly consisted of the portion of proceeds of the sale of the Private Placement Warrants not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide us with Working Capital Loans. At December 31, 2021, there were no amounts outstanding under any Working Capital Loans.


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Based on the foregoing, management believes that we will have sufficient working capital to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Related Party Transactions

Founder Shares

On August 12, 2021, Forbion European Sponsor LLP paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 Class B ordinary shares (the "Founder Shares"), par value $0.0001. On November 23, 2021, Forbion European Sponsor LLP transferred 2,875,000 Class B ordinary shares to the Sponsor in exchange for $25,000, or approximately $0.009 per share. On December 9, 2021, the Company issued 287,500 Class B ordinary shares to the Sponsor resulting from a 1.1 for 1 share dividend. Up to 412,500 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which the underwriters' over-allotment option is exercised. Prior to the Business Combination, only holders of Class B ordinary shares will be able to vote on the appointment of directors and to continue the Company in a jurisdiction outside the Cayman Islands. On December 15, 2021, the underwriters fully exercised their over-allotment and as a result, 412,500 Founder Shares are no longer subject to forfeiture.

Promissory Note - Related Party



On August 12, 2021, Forbion European Sponsor LLP agreed to loan the Company up
to $500,000 to be used for a portion of the expenses of the Public Offering.
These loans
are non-interest bearing,
unsecured and are due at the earlier of December 31, 2021 or the closing of the
Public Offering. The loan was repaid out of the offering proceeds not held in
the Trust Account. As of December 31, 2021, the promissory note was fully
repaid.

Working Capital Loans

In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close. The Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Related Party Extension Loans

The Company may extend the period of time to consummate a Business Combination by up to two additional three-month periods (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the trust account, for each additional three-month period, $1,265,000, ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider's discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.50 per Private Warrant. The Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete a Business Combination.


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Office Space, Secretarial and Administrative Services



Commencing on the date that the Company's securities are first listed on the
NASDAQ through the earlier of consummation of the initial Business Combination
and the liquidation, the Company agreed to pay the Sponsor a total of $10,000
per month for office space, utilities, secretarial and administrative support
and to reimburse the Sponsor for any
out-of-pocket
expenses related to identifying, investigating and completing an initial
Business Combination. The Company incurred $7,097 in expense for the
administrative support services in Due to Related Party.

Additionally, the Sponsor has agreed to pay an annual salary of $25,000 to each
of the independent Board Members for services rendered prior to or in connection
with the completion of the Business Combination. Board members are entitled to
reimbursement for any
out-of-pocket
expenses related to identifying, investigating, negotiating and completing the
Business Combination as well. The Company incurred $3,699 for services rendered
by the independent Board Members.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than the deferred commission fees and legal fees of $3,727,500 and $125,000, respectively, payable upon the consummation of a business combination.

Critical Accounting Policies and Estimates

Ordinary Shares Subject to Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, 12,650,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's balance sheet.

We recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Net Loss Per Common Share

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented.


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Recent Accounting Pronouncements



In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
2020-06,
Debt-Debt with Conversion and Other Options
(Subtopic 470-20) and
Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40) ("ASU
2020-06")
to simplify accounting for certain financial instruments.
ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash
conversion features from convertible instruments and simplifies the derivative
scope exception guidance pertaining to equity classification of contracts in an
entity's own equity. The new standard also introduces additional disclosures for
convertible debt and freestanding instruments that are indexed to and settled in
an entity's own equity. ASU
2020-06 amends
the diluted earnings per share guidance, including the requirement to use
the if-converted method
for all convertible
instruments. ASU 2020-06 is effective
January 1, 2022 and should be applied on a full or modified retrospective basis,
with early adoption permitted beginning on January 1, 2021. The Company is
currently assessing the impact, if any,
that ASU 2020-06 would have
on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

Off-Balance

Sheet Arrangements



As of December 31, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

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