Core Insights - The SCHMID Group is experiencing a turnaround after a challenging year in 2024, with incoming orders now within the expected range, indicating a positive market trend that began at the end of 2024 [1][10]. Market Development - A significant driver of the company's recovery is the dynamic growth in the AI server segment, with increasing market interest and demand leading to a surge in volume, expected to continue into 2026 [2]. - The company is strategically realigning to stabilize its situation and capitalize on technological advancements, particularly in artificial intelligence [3]. Strategic Initiatives - SCHMID is evaluating several strategic and financial partnership opportunities to strengthen its market position and expand growth through targeted collaborations, in response to ongoing global challenges from the trade conflict [3]. - The company aims to ensure long-term competitiveness and sustainable growth, with timely decisions on cooperation initiatives to seize current opportunities [4]. Company Overview - The SCHMID Group is a global leader in high-tech industry solutions, focusing on electronics, photovoltaics, glass, and energy systems, with over 800 employees and multiple technology centers and production facilities worldwide [5].

Business Combination Details - The Business Combination between Schmid Group and Pegasus was completed on April 29, 2024, involving the issuance of 99 new ordinary shares and the purchase of 100 shares by Schmid shareholders at nominal value [908]. - Schmid shareholders subscribed to 28,000,000 Pegasus TopCo B.V. shares, with an additional 5,000,000 earn-out shares at EUR 0.01 nominal value [908]. - As of April 29, 2024, Schmid shareholders own 28,725,000 shares, representing 75.6% of total equity, while Pegasus public shareholders hold 4,274,037 shares, or 11.3% [915]. - Schmid has been determined as the accounting acquirer based on its largest voting interest and senior management control post-combination [911]. - The Business Combination will be accounted for as a capital reorganization, treating Pegasus as the acquired company for financial reporting purposes [910]. - The Business Combination is not within the scope of IFRS 3, as Pegasus does not meet the definition of a business under IFRS 3 [912]. Financial Position and Performance - The unaudited pro forma combined financial position as of December 31, 2023 shows total assets of €112,394,000, with current assets totaling €79,980,000 [918]. - Non-current liabilities for the combined entity amount to €53,681,000, while current liabilities total €98,320,000 [918]. - The total equity of the combined entity is reported as €112,394,000, with significant contributions from Schmid's historical assets [918]. - Total revenue for the year ended December 31, 2023, was €90,246 thousand, with a gross profit of €26,397 thousand [919]. - Operating profit (loss) was reported at €32,195 thousand, while net income (loss) for the period was €37,954 thousand [919]. - The total comprehensive income for the year was €36,346 thousand, despite a loss attributable to non-controlling interests of €677 thousand [919]. - The company reported a significant loss before income tax of €40,732 thousand, indicating challenges in operational performance [919]. Transaction Costs and Financial Adjustments - The company incurred total estimated transaction costs of €9,945 thousand related to the Business Combination, with €8,839 thousand expected to be incurred by Pegasus and €9,945 thousand by Schmid [934]. - The cash settlement of €974 thousand for deferred underwriting commissions was reflected in the financial adjustments following the Business Combination [931]. - The transaction costs estimated to be incurred by Schmid and Pegasus as part of the Business Combination amount to €4,184 thousand [947]. Share and Asset Details - The pro forma net loss per share for the year ended December 31, 2023, was €-1.189, based on 37,974,862 weighted average ordinary shares outstanding [919]. - The estimated fair value of the net assets acquired from Pegasus is €48,074 thousand, with total liabilities assumed of €14,281 thousand, resulting in an excess of €70,106 thousand recognized as an IFRS 2 charge [944]. - TopCo will acquire a 24.1% equity interest in Schmid Technology (Guangdong) Co., Ltd. for 1,406,361 TopCo Ordinary Shares and €30,000 thousand in cash, with the transfer occurring in three tranches [946]. - The issuance of 5,000,000 TopCo Ordinary Shares at a nominal value of €0.01 per share is subject to vesting conditions under the Earn-out Agreement [945]. - The fair value of TopCo Ordinary Shares issued was estimated at $10.30 (€9.81) per share at the closing of the Business Combination [942]. - The increase in fair value of the Private Placement Warrants recognized amounts to €210 thousand, reflecting the fair value as of December 31, 2023 [938]. - The weighted average shares outstanding for basic and diluted net loss per share is 37,974,862 [949]. - The total assets acquired include adjustments for redemptions, transaction costs, and waiver of deferred underwriting fees totaling €34,000 thousand [944]. Other Income and Expenses - The company reported other income of €15,985 thousand, contributing positively to the overall financial performance [919]. - The impairment reversal on financial assets amounted to €22,696 thousand, positively impacting the operating results [919]. - The company recognized finance income of €19,685 thousand, which contributed to the overall financial results [919]. - Pegasus recognized a compensation expense of €6,785 thousand related to the transfer of 843,750 Class B Ordinary Shares and 2,750,000 Private Placement Warrants to directors and officers [938].