References to the "Company," "our," "us" or "we" refer to Forbion European Acquisition Corp. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed 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



This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). We have based these forward-looking
statements on our current expectations and projections about future events.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about us that may cause our actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" or the negative
of such terms or other similar expressions. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those
described in our other Securities and Exchange Commission ("SEC") filings.

Overview

We are a 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.

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.


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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 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.

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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.

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).


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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 March 31, 2022, we had not commenced any operations. All activity through
March 31, 2022 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 and securities 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 three months ended March 31, 2022, we had a net loss of $403,532, which consisted of operating costs of $445,019 and interest income of $41,487.

Liquidity, Capital Resources and Going Concern

The Company's liquidity needs up to December 14, 2021 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) 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. At March 31, 2022, the Company had $909,562 in its operating bank account and working capital of approximately $907,449, 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, the Company's Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

In connection with the Company's assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial Statements-Going Concern", management has determined that the Company has and will continue to incur significant costs in pursuit of its acquisition plans which raises substantial doubt about the Company's ability to continue as a going concern. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Accounts. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Further, management has determined that if the Company is unable to complete a Business Combination by June 14, 2023 (the "Combination Period"), then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution as well as the Company's working capital deficit raise substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete a Business Combination before the mandatory liquidation date.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic, rising interest rates, inflation and the Russia-Ukraine war and has concluded that while it is reasonably possible that any of these could have a negative effect on the Company's financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.


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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. The Company had no outstanding borrowings under the
promissory note as of March 31, 2022 and December 31, 2021.

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 March 31, 2022 and 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.

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. For the three months ended March 31, 2022, the Company incurred
$30,000 in expense for the administrative support services which are included in
due to related party on balance sheets. At March 31, 2022 and December 31, 2021,
the Company had accrued $37,097 and $7,097, respectively, in administrative fees
payable to the Sponsor in due to related party.

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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. For the three months ended March 31, 2022, the Company
incurred $18,493 for services rendered by the independent Board Members' which
are included in due to related party on balance sheets. At March 31, 2022 and
December 31, 2021, the Company had accrued $22,192 and $3,699, respectively, in
compensation expense to the independent board members in due to related party.

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, legal fees and related party payables of $3,727,500, $125,000 and $59,289, 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 recognize 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 March 31, 2022, 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.

Recent Accounting Pronouncements



In August 2020, the FASB issued ASU Topic
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):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity"
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current US GAAP. ASU
2020-06
also removes certain settlement conditions that are required for equity-linked
contracts to qualify for scope exception, and it simplifies the diluted earnings
per share calculation in certain areas. 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 adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU
2020-06 did not have an impact on the Company's financial statements.

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


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Off-Balance
Sheet Arrangements

As of March 31, 2022, 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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