SMG Technology Acceleration SE: Redemption Result in connection with Business Combination

Luxembourg, July 23, 2024 (pta030/23.07.2024/20:05 UTC+2)

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SMG Technology Acceleration SE ("SMG Technology", ISIN: LU2699152265, Frankfurt Stock Exchange: 7GG), a Luxembourg special purpose acquisition company, in connection with the proposed business combination ("Business Combination") with BigRep GmbH ("BigRep") at the end of the redemption period at 6:00 p.m. CEST today, received redemption notices of shareholders of SMG Technology in the total amount of 21,952,629 public shares. Considering that shareholders redeeming 21,000,000 public shares agreed to subscribe the equivalent amount of class c shares (subject to adjustments following a planned reverse stock split) in connection with the Business Combination, we expect the number of redemption notices received is leading to redemption payments in an aggregate amount of approximately EUR 953 thousand. Following redemption payments and the payment of transaction costs, the total funding of the combined entity in connection with the business combination amounts to approximately EUR 16 million.

The proposed Business Combination remains subject to other customary closing conditions, including the approval of SMG Technology's general meeting on July 25, 2024.

Important Notice

This publication may not be published, distributed or transmitted in the United States, the United Kingdom, Canada, Australia, South Africa or Japan. This publication does not constitute or forms part of any offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") or any of the assets, business or undertakings of SMG Technology Acceleration SE (the "Company") in the United States, the United Kingdom, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in the United Kingdom, Australia, South Africa, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of the United Kingdom, Australia, South Africa, Canada or Japan subject to certain exceptions.

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

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