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. We were 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 IPO was declared effective on December 9, 2021. On December 14, 2021, we 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 underwriters 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 these unaudited condensed financial statements.


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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
us to pay its income taxes, if any, our 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 us, until the completion of the initial
Business Combination, or (2) to our 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 our amended and restated memorandum and articles of
association (A) to modify the substance or timing of our 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 we do 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 we have not consummated our 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 we have 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 our
creditors, if any, which could have priority over the claims of our 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 our 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 us, solely in our 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 us to seek shareholder approval under applicable law or stock exchange listing requirement.

We will provide our 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 us to pay our 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 we 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 our 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 we will have only 18 months from the closing of the Public Offering (or up to 24 months from the closing of the IPO if we extend 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 our initial Business Combination. If we have not consummated an initial Business Combination within Combination Period, we 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 us to pay our 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 our remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our 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 our warrants, which will expire worthless if the we fail 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 our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our 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 we do 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 we fail 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 we fail 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 we anticipate that we may not be able to consummate a Business Combination within 18 months, we 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 us 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.




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Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have 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 our 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. We have 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 us and, therefore, the Sponsor may not be able to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations.

Results of Operations



As of June 30, 2022, we had not commenced any operations. All activity through
June 30, 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 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 and six months ended June 30, 2022, we had a net loss of $258,281 and $661,813, which consisted of operating costs of $371,332 and $816,351 and interest income of $113,051 and $154,538, respectively.

Liquidity, Capital Resources and Going Concern

Our 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 June 30, 2022, we had $774,913 in our operating bank account and working capital of approximately $634,000, 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 our Working Capital Loans, as defined below (see Note 5). As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans.


In connection with our assessment of going concern considerations in accordance
with FASB ASC
205-40,
Presentation of Financial Statements-Going Concern", management has determined
that we have and will continue to incur significant costs in pursuit of its
acquisition plans which raises substantial doubt about our 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.

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



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, we 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 us 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 us 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. There were no outstanding balances under the promissory note as of June 30, 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 our officers and directors may, but are not obligated to, loan our funds as may be required ("Working Capital Loans"). If we complete the initial Business Combination, we may repay the Working Capital Loans out of the proceeds of the Trust Account released to us. 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. We 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 June 30, 2022 and December 31, 2021, we had no borrowings under the Working Capital Loans.

Related Party Extension Loans

We 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 us 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 us to complete a Business Combination.


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Office Space, Secretarial and Administrative Services



Commencing on the date that our securities are first listed on the NASDAQ
through the earlier of consummation of the initial Business Combination and the
liquidation, we 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 and six months ended June 30, 2022, we expensed $30,000 and
$60,000 in administrative support services. At June 30, 2022 and December 31,
2021, we had accrued $30,000 and $7,097, respectively, in administrative fees
payable to the Sponsor which are included in due to related party on the
condensed balance sheets.

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 and six months ended June 30, 2022, we expensed $18,699 and $37,192 for services rendered by the independent Board Members. At June 30, 2022 and December 31, 2021, we had accrued $18,699 and $3,699, respectively, in compensation expense to the independent board members in due to related party on the condensed balance sheets.

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 $48,699, 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 our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our 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 our 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 Ordinary Share

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At June 30, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of us. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.


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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.
We adopted ASU
2020-06
effective January 1, 2021. The adoption of ASU
2020-06
did not have an impact on our unaudited condensed financial statements.

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 unaudited condensed financial statements.

Off-Balance

Sheet Arrangements

As of June 30, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements.

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