Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2023 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-42029 |
Entity Registrant Name | RANMARINE TECHNOLOGY B.V. |
Entity Central Index Key | 0001955514 |
Entity Incorporation, State or Country Code | P7 |
Entity Address, Address Line One | Galileïstraat 15 |
Entity Address, City or Town | Rotterdam |
Entity Address, Country | NL |
Entity Address, Postal Zip Code | 3029AL |
Security Reporting Obligation | 15(d) |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 6,552,558 |
ICFR Auditor Attestation Flag | false |
Document Financial Statement Error Correction [Flag] | false |
Auditor Firm ID | 76 |
Auditor Location | Dallas, Texas |
Auditor Name | Turner, Stone & Company, L.L.P |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Galileïstraat 15 |
Entity Address, City or Town | Rotterdam |
Entity Address, Country | NL |
Entity Address, Postal Zip Code | 3029AL |
City Area Code | +31 |
Local Phone Number | 6 16952175 |
Contact Personnel Name | Richard Hardiman |
Consolidated Balance Sheets
Consolidated Balance Sheets - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents (Note 4) | € 36,603 | € 448 |
Accounts receivable (Note 5) | 95,200 | 124,814 |
Other receivables (Note 6) | 49,860 | 292,373 |
Inventory (Note 7) | 112,575 | 46,785 |
Deferred IPO costs (Note 8) | 1,098,273 | |
Current assets | 1,392,511 | 464,420 |
Non-current assets | ||
Property, plant and equipment net (Note 9) | 39,080 | 10,922 |
Right of use asset (Note 10) | 787,268 | 191,966 |
Intangible assets (Note 12) | 1,403,552 | 964,109 |
Non-current assets | 2,229,900 | 1,166,997 |
Total assets | 3,622,411 | 1,631,417 |
Current liabilities | ||
Bank overdraft | 108,299 | |
Trade payables (Note 13) | 1,001,588 | 473,028 |
Derivative liabilities (Note 14) | 8,606,000 | 3,675,787 |
Loans and liabilities to related parties (Note 15) | 769,052 | 145,100 |
Taxes and social securities payable (Note 16) | 144,569 | 175,308 |
Current portion of lease liability (Note 10) | 159,184 | 63,027 |
Accrued liabilities (Note 17) | 954,125 | 182,207 |
Current liabilities | 11,634,518 | 4,822,756 |
Non-current liabilities | ||
Lease liability, net of current portion (Note 10) | 640,445 | 133,705 |
Non-current liabilities | 640,445 | 133,705 |
Total liabilities | 12,274,963 | 4,956,461 |
Shareholders’ deficit | ||
Common stock; €0.01 par value per share; 100,000,000 shares authorized; 6,552,558 shares issued and outstanding (Note 18) | 65,526 | 65,526 |
Additional paid in capital | 626,894 | 626,894 |
Legal reserves (Note 18) | 1,374,930 | 935,487 |
Accumulated deficit | (10,719,902) | (4,952,951) |
Total shareholders’ deficit | (8,652,552) | (3,325,044) |
Total liabilities and shareholders’ deficit | € 3,622,411 | € 1,631,417 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - € / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of financial position [abstract] | ||
Common stock, par value | € 0.01 | € 0.01 |
Common stock, shares authorised | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,552,558 | 6,552,558 |
Common stock, shares outstanding | 6,552,558 | 6,552,558 |
Consolidated Statements of Oper
Consolidated Statements of Operations - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Profit or loss [abstract] | ||
Sales (Note 19) | € 649,880 | € 432,427 |
Cost of sales | 364,820 | 236,531 |
Gross profit | 285,060 | 195,896 |
Operating expenses (Note 20) | ||
Research and development (Note 20.1) | 141,804 | 143,806 |
Sales and marketing (Note 20.2) | 605,120 | 203,277 |
General and administrative (Note 20.3) | 2,654,723 | 1,067,986 |
Total operating expenses | 3,401,647 | 1,415,069 |
Operating loss | (3,116,587) | (1,219,173) |
Other expenses, net (Notes 21 and 22) | (2,210,921) | (1,902,870) |
Net loss before taxes | (5,327,508) | (3,122,043) |
Provision (benefit) for income taxes (Note 11) | 125,523 | |
Net loss and comprehensive loss | € (5,327,508) | € (3,247,566) |
Basic loss per ordinary share: | € (0.81) | € (0.50) |
Weighted average ordinary shares outstanding: | 6,552,558 | 6,552,558 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders Deficit - EUR (€) | Issued capital [member] | Share premium [member] | Legal reserves [member] | Retained earnings [member] | Total |
Beginning Balance, value at Dec. 31, 2021 | € 65,526 | € 626,894 | € 470,817 | € (1,240,715) | € (77,478) |
Beginning balance, shares at Dec. 31, 2021 | 6,552,558 | ||||
IfrsStatementLineItems [Line Items] | |||||
Net loss | (3,247,566) | (3,247,566) | |||
Legal reserve (Note 18) | 464,670 | (464,670) | |||
Ending Balance, value at Dec. 31, 2022 | € 65,526 | 626,894 | 935,487 | (4,952,951) | € (3,325,044) |
Ending balance, shares at Dec. 31, 2022 | 6,552,558 | 6,552,558 | |||
IfrsStatementLineItems [Line Items] | |||||
Net loss | (5,327,508) | € (5,327,508) | |||
Legal reserve (Note 18) | 439,443 | (439,443) | |||
Ending Balance, value at Dec. 31, 2023 | € 65,526 | € 626,894 | € 1,374,930 | € (10,719,902) | € (8,652,552) |
Ending balance, shares at Dec. 31, 2023 | 6,552,558 | 6,552,558 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | € (5,327,508) | € (3,247,566) |
Change in fair value of derivatives liabilities | 2,341,845 | 2,816,150 |
Depreciation and amortization | 261,679 | 66,513 |
Accrued advisory services performed by related parties | 633,753 | 68,500 |
Inventory | (65,790) | (31,845) |
Accounts receivable and other receivables | 272,127 | (359,611) |
Deferred IPO costs | (1,098,273) | |
Accrued liabilities | 735,649 | (372,896) |
Trade payables | 528,559 | 419,784 |
Deferred tax asset | 125,523 | |
Net cash flow used in operating activities | (1,717,959) | (515,448) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures for property, plant and equipment | (36,000) | (6,176) |
Intangible assets | (590,993) | (464,670) |
Net cash flow used in investing activities | (626,993) | (470,846) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Bank overdraft | (108,299) | 108,299 |
Payments made on lease liability | (89,163) | (60,603) |
Advances from derivative liabilities | 2,588,369 | 859,638 |
Payments made on loans to related parties | (9,800) | (13,400) |
Net cash flow provided by financing activities | 2,381,107 | 893,934 |
Net Cash Flow | 36,155 | (92,360) |
Cash and cash equivalents at beginning of year | 448 | 92,808 |
Cash and cash equivalents at end of year | 36,603 | 448 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ||
Increase in right-of-use assets via additional capital lease obligations | € 697,588 |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 31, 2023 | |
Corporate Information | |
Corporate Information | 1. Corporate Information RanMarine Technology, B.V. (the “Company”) was incorporated in the Netherlands on April 12, 2016. The Company designs and manufactures aquatic drones also known as autonomous surface vessels (“ASV”) for the purpose of eliminating water pollution in ports, harbors, canals and other marine and water environments. The Company’s corporate offices and manufacturing facility are located in Rotterdam, the Netherlands. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of preparation 2.1 Basis of preparation The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), taking into account the recommendations of the International Financial Reporting Standards Interpretations Committee (“IFRIC”) The accounting principles set out below, unless stated otherwise, have been applied consistently for all periods presented in the accompanying consolidated financial statements. The Company’s fiscal year-end is December 31. The consolidated financial statements’ valuations are based on the historical cost unless stated otherwise. The functional and presentation currency of the Company is the Euro. Consolidation 2.2 Consolidation The consolidated financial statements include the financial data of RanMarine Technology B.V. and its group companies over which control is exercised. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intragroup receivables and payables, as well as intragroup transactions, finance income and expenses and unrealized results within the Group are eliminated in the preparation of the consolidated financial statements. The consolidated group companies and the percentage of ownership included in the consolidation: ● RanMarine B.V. ( 100% ● RanMarine USA LLC ( 100% Foreign currency 2.3 Foreign currency During the financial year, transactions in foreign currency other than the euro are translated into the relevant functional currency at the exchange rates applying on the transaction date. The exchange differences as a result from the translation are included in the operating results of the period the transactions occurred. RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 Assets and liabilities that are denominated in foreign currency other than the euro are translated at the exchange rates as at the end of the reporting period; however, there were no such items denominated in a foreign currency at December 31, 2023 and 2022. The profit and loss account items have been translated at average exchange rates. Given the limited scale of foreign activities with a different functional currency, there is no statutory reserve (or cumulative foreign currency translation amounts) for conversion differences at 31 December, 2023 and 2022. 2.4 Significant accounting policies Current versus non-current classification 2.4.1 Current versus non-current classification - Assets and obligations that are classified as current shall mature within one year. Non-current assets and obligations shall mature beyond one year from the consolidated balance sheet date. Cash and Cash Equivalents 2.4.2 Cash and Cash Equivalents - Cash is recognized based on the amount received. Cash equivalents, which are assets that can generally be liquidated in less than 90 days based on convertibility and short-term maturity, are carried at cost. Any bank overdrafts are accounted for based on the amount that must be repaid to the lender. Cash balances may exceed the insured limits from time to time. The Company has not experienced any losses with respect to uninsured balances. Accounts receivable 2.4.3 Accounts receivable – Receivables (amounts due from trade debtors and other receivables including prepayments) are initially recognized at cost which is also the fair value. Current receivables, receivables that fall due within one year, are carried at cost unless there is a known significant credit risk. Receivables are reviewed to determine if a reserve needs to be entered for credit losses. If a reserve is deemed necessary, accounts receivable would be carried at cost less the reserve. Inventory 2.4.4 Inventory - Inventories are valued at the lower of cost or market, market being net realizable value. Net realizable value is calculated based on the estimated selling price of the product less cost to get the inventory in sellable condition. The carrying amount of inventories is expensed as inventories are sold and recognized in cost of sales. Write-downs to net realizable value and losses are expensed in the period they occur. Any reversal of write-downs is recognized in the period the reversal occurs. The Company’s inventories consisted of raw materials in 2022 and 2023, and also of finished products in 2023. See Note 7 for further details. Property, plant, and equipment 2.4.5 Property, plant, and equipment – Property, plant, and equipment are measured at historical cost. They are carried at cost less accumulated depreciation and any impairment value. Depreciation is on a straight-line basis over an estimated useful life given to the asset by management. Useful lives are reviewed periodically for needed changes. All repairs and maintenance costs are expensed when incurred. Useful lives of property, plant, and equipment ● Plant and machinery- 5 years ● Equipment- 5 years ● Autonomous special vehicles- 5 years RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 Intangible assets 2.4.6 Intangible assets - Intangible assets are intellectual property and internally developed information systems with a finite life and area accounted for in accordance with IAS 38 (“Intangible Assets”). The intangible assets acquired are measured at cost less accumulated amortization and impairment. Expenditure for development activities where the research results are applied to a plan or design for the production of new or substantially improved product and processes are capitalized if the product or process is technically and commercially feasible and can be separately identified, if the expenses can be measured reliably and if the Company has sufficient resources to complete the development of the asset. If these criteria are not met, the expenditures are expensed. If the criteria is met, projects will go from the research phase to the development phase if there is a successful build. The capitalized costs comprise the cost of materials, direct labor and the directly attributable proportion of overheads less any subsidy received for such costs. Other development expenditures are recognized in the consolidated statement of operations and comprehensive loss as an expense when incurred. Subsequent expenditure on capitalized intangible assets is recognized in the consolidated statement of operations and comprehensive loss unless it increases the future economic benefits embodied in the specific asset to which it relates. In that case, the costs are capitalized for only the increase in the future economic benefits. Amortization is charged to the consolidated statement of operations and comprehensive loss on a straight-line basis over the estimated useful life of the intangible asset unless such life is indefinite. Other intangible assets are amortized from the date they are available for use. Effective January, 2023, amortization has started. The amortization method and estimated useful lives are assessed annually. Accounting has been done in accordance with IAS 38 (“Intangible Assets”). Useful lives of intangible assets ● Research and development costs- 5 years ● Concessions intellectual property rights- infinitive live Taxes 2.4.7 Taxes – Taxes are calculated based on the taxable income or loss for the period and the tax laws that have been enacted or substantively enacted as of the reporting period. Taxes consider any non-deductible costs or non-taxable items. Deferred tax assets or tax liabilities are also considered when computing tax. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid to the tax authority. In case of uncertainties related to income taxes, they are accounted for in accordance with IFRIC 23 (“Uncertainty over Income Tax Treatments”) and IAS 12 (“Income taxes”) based on the best estimate of those uncertainties. 2.4.7.1 A deferred tax is generated when there are temporary differences between assets or liabilities for financial reporting purposes and amounts used for tax purposes. Net operating losses can generate a deferred tax given such losses can be utilized in the future to reduce future taxable income. Tax rates applicable when the deferred tax is expected to reverse are used in the calculation of the deferred tax. Leases 2.4.8 Leases – Contracts are reviewed to determine if they contain the elements of a lease. To be a lease, the right of control must be given to the lessee for a specified asset for a given time period for consideration. If the supplier has the right or practical ability to substitute alternative assets during the life of the contract, then the contract is not a lease. The lease liability is calculated by discounting all the lease payments not made at the commencement date by the implicit interest rate in the lease or the incremental borrowing rate. Extension options are included in the determination of the lease liability to the extent that it is reasonably certain that those options will be exercised. The lease liability and the right of use asset are the same value at the start of the lease. The right-of-use assets are depreciated on a straight-line basis from the start date of the lease to the end of the lease term. RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 Financial instruments 2.4.9 Financial instruments - A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. These include both non-derivative financial instruments, such as trade and other receivables and payables, and derivative financial instruments, such as certain derivative liabilities arising from the convertible notes and warrants included within the accompanying consolidated balance sheets as of December 31, 2023 and 2022. Trade payables, tax, remuneration, social security, other accounts payable including liability accruals are valued at nominal value. Supplier agreements or amounts due to statutory authorities determine costs. Management estimates amounts for accrued expenses. Financial assets and financial liabilities are recognized at their fair value initially. Transaction expenses for assets and liabilities are also included in the initial fair value measurement. Using the effective interest rate method, financial liabilities are measured at amortized cost after the initial recognition. Provisions for liabilities and charges 2.4.10 Provisions for liabilities and charges – Provisions are liabilities for uncertain times and amounts. Provisions are established if an obligation presently exists, there is a probable outflow of resources to cover the obligation and the obligation can be reasonably estimated. The provision represents the best estimate to settle the obligation. For both 2023 and 2022, there were no uncertain liabilities that required a provision. Revenue 2.4.11 Revenue – Contract revenue and other revenues exclude value added tax and is after discounts. Contract revenue recognition will take place in accordance with IFRS 15 (“Revenue from Contracts with Customers”); when there is an identifiable contract with a customer, the contract stipulates performance obligations, a price has been established, the price has been allocated to the contract performance obligations, then the specific revenue associated with the specific obligation completion is recognized. For the majority of the Company’s contracts, the terms generally consist of a single performance obligation, delivery of our products, the ASVs. We recognize revenue at delivery as risk of loss and control have been transferred to the customer at the time the product is picked up for delivery. Revenue measurement is the fair value of the amount received or due. The revenue represents product and / or service amounts receivable generated during the normal course of business. Revenue is recognized net of deductions for returns, allowances, and rebates, which the Company has assessed as not significant during each of the fiscal years in the accompanying consolidated financial statements. A liability will be established within the consolidated balance sheet when the customer has prepaid for a good or service. A receivable will be established where the contract performance obligation has been met but payment has not been received. The Company has two other sources of revenue that have yet to become significant. In the late 2022, the Company began requiring with every ASV sold, a subscription to RanMarine Connect, which is a software as a service subscription model allowing for web-browser based ASV management, device control, maintenance, etc. The Company sells the subscriptions in varying lengths of time ranging from one year to five years. The subscriptions are charged on a recurring annual basis upon expiration of the initial term and the subscription price is recognized ratably over the subscription period as the performance obligation is met and satisfied. Additionally, beginning in 2023, the Company began leasing its ASVs on a month-to-month basis and such lease amounts received are recognized over the same period as the performance obligation is met and satisfied. Revenue related to the subscriptions and the leases approximated € 35,000 and € 27,000 respectively during 2023. During 2022 there was approximately € 8,000 revenue recognized related to the subscriptions and no revenue recognized related to the leases. RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 Other income and expenses 2.4.12 Segment reporting - The Company identifies its operating segments in accordance with IFRS 8, (“Operating Segments”). Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, ore decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a combined basis for the purposes of allocating resources. Accordingly, the Company has determined it operates and manages its business in a single reporting operating segment. Pensions 2.4.13 Derivative liabilities - The Company evaluates and accounts for conversion options embedded in its convertible notes in accordance with IFRS 9, “Financial Instruments.” Under IFRS 9, the Company has elected to account for the embedded features within it convertible notes at fair value. In accordance with this accounting method, any subsequent increases or decreases in fair value are recorded as a change in fair value of derivative liabilities and are included as a component of other income (loss) in the accompanying consolidated statements of operations and comprehensive loss. In addition to convertible notes, the Company also issues warrants to purchase shares of Company stock. The warrants are accounted for at fair value as of the date of issuance and again at each year end using a Black Scholes option-pricing model. Fair value adjustments to the warrant liability are recognized in the change in fair value of derivative liabilities line item within other income (loss) in the accompanying statements of operations and comprehensive loss. Impairment of non-financial assets 2.4.14 Impairment of non-financial assets – Management assesses whether an asset may be impaired at each reporting date. If any indication of impairment exists, or when testing is required, the recoverable amount will be determined. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses including impairment on inventories are recognized in the consolidated statement of operations and comprehensive loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company’s cash generating units (“CGU”) to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the Company operates, or for the market in which the asset is used. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. Loss per share 2.4.15 Loss per share – Basic loss per share are calculated in accordance with IAS 33 (“Earnings per Share”) based on earnings (loss) attributable to the Company’s shareholders and the weighted average number of shares outstanding during the period. The 6,552,558 outstanding shares as of December 31, 2023 (see Note 18), represent the shares issued and outstanding by the Company. This presentation is consistent with the principles in IAS 33.64, which requires calculation of basic and diluted earnings per share for all periods presented to be adjusted retrospectively if changes occur to the capital structure after the reporting period but before the consolidated financial statements are authorized for issue. New and revised standards issued, but not yet effective 2.4.16 New and revised standards issued, but not yet effective – The Company is currently evaluating the effects of the new or revised accounting standards listed below but does not expect any material effects. ● Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants (Amendments to IAS 1) ● Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) ● Lease Liability in a Sale and Leaseback (Amendments to IFRS16) ● Lack of Exchangeability (Amendments to IAS 21) |
Significant Accounting Judgment
Significant Accounting Judgments, Assumptions, and Estimates | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Significant Accounting Judgments, Assumptions, and Estimates | RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 3. Significant Accounting Judgments, Assumptions, and Estimates 3.1 Going Concern – Our ability to continue as a going concern and realize our assets and discharge our liabilities in the normal course of business is dependent upon closing timely additional sales orders and the ability to raise additional debt or equity financing, as required. There are various risks and uncertainties affecting our future financial position and its performance including, but not limited to: ● The market acceptance and rate of commercialization of our product offerings; ● Ability to successfully execute our business plan; ● Ability to raise additional capital at acceptable terms; ● General local and global economic conditions. Our strategy to mitigate these material risks and uncertainties is to timely execute a business plan aimed at continued focus on revenue growth, product development and innovation, improving overall gross profit, managing operating expenses and working capital requirements, and securing additional capital, as needed. Failure to implement our business plan could have a material adverse effect on our consolidated financial condition and/or financial performance. There is no assurance that we will be able to raise additional capital as it is required in the future. Accordingly, there are material risks and uncertainties that may cast significant doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. 3.2 Pension liability - Liabilities and expenses for employee benefits generally are recognized in the period in which the \services are rendered. RanMarine’s pension is part of the PMT pension fund. This fund is the Metal and Engineering Industry Pension Fund. Contributions are expensed as the obligation to make the payments is incurred. 3.3 Income taxes - Income tax expense includes current and deferred taxes. Current tax assets and liabilities are obligations or claims for the current and prior periods to be recovered from (or paid to) taxation authorities that are still outstanding at the end of the reporting period. Current tax is computed on the basis of tax profit which differs from net profit. Income taxes are calculated using tax rates and laws enacted or substantively enacted at the end of the reporting period. Deferred tax is recognized based on temporary differences between the carrying amount and the tax basis of assets and liabilities. Any change in the net amount of deferred tax assets and liabilities is included in profit or loss of the respective period in which the change occurs. Deferred tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws that are expected to apply to taxable profit for the periods in which the assets and liabilities will be recovered or settled. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deferred tax assets can be utilized. Deferred tax assets and liabilities are not discounted. RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 3.4 Development costs - The Company capitalizes costs for product development projects. Management makes judgments on the viability of the project and the projected cost of full development. RanMarine management determines when a new product will be released to the market which is when the costs are capitalized. Management must also judge the expected revenue to be earned. The carrying amount of capitalized development costs was € 1,374,930 935,487 3.5 Provision for expected credit losses of trade receivables – The Company assesses and measures credit losses in accordance with IFRS 9 (“Financial Instruments”). There is currently no provision for credit losses on the consolidated balance sheets. The Company has not experienced any non-payment from a customer in its history, as it generally requires an upfront payment from the customer. 3.6 Provision for warranty – The Company offers a 1 two-year 747 and zero in 2022. It will continue to be evaluated on an annual basis. Soon, warranty expenses will become material and at such time, a warranty provision as percentage of revenue will be recognized. 3.7 Fair value calculations – The Company estimates the fair value of the convertible note payable and the derivative warrant liability (see Note 14) using a probability weighted scenario method, which determines the present value of the conversion and redemption options and weights them based on their probabilities of occurrence. Additionally, the Company utilizes the Black Scholes Model to calculate the value of the warrants that it issues. In using the Black Scholes Model, the Company makes assumptions regarding dividend yield, expected term, volatility and risk-free interest rates. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Cash and Cash Equivalents | RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 4. Cash and Cash Equivalents Schedule of Cash and Cash Equivalents 2023 2022 Rabobank € 28,068 € - Mechanics Bank 8,536 - ING Bank - 18 Cash in transit (1 ) 430 Total € 36,603 € 448 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable | |
Accounts Receivable | 5. Accounts Receivable The Company carries low trade receivables as the Company generally requires customer deposits before processing orders. The bad debt expense and the allowance for doubtful accounts is zero 35% , 26% and 23% of the accounts receivable balance as of December 31, 2023. Another customer’s account balance comprised 78 % of the accounts receivable balance as of December 31, 2022. Schedule of Accounts Receivable 2023 2022 Accounts receivable € 95,200 € 124,814 Total € 95,200 € 124,814 |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Other Receivables | 6. Other Receivables The Company received a grant from the European Commission, European Innovation Council (“EIC”) in October 2020 for a total amount of € 1,508,296 . As of December 31, 2022, the subsidy receivable of € 191,475 is the last outstanding amount of this grant and has been received in March 2023. See Note 22 for further details. Schedule of Other Receivables 2023 2022 Prepayments € 7,656 € 45,819 Rent deposit 29,052 11,875 Subsidy - 191,475 Other receivables 10,819 - VAT receivable 2,333 43,204 Total € 49,860 € 292,373 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Inventory | 7. Inventory Schedule of Inventory 2023 2022 Finished products € 54,000 € - Raw materials 58,575 46,785 Total € 112,575 € 46,785 RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 |
Deferred IPO Costs
Deferred IPO Costs | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Ipo Costs | |
Deferred IPO Costs | 8. Deferred IPO Costs As of December 31, 2023, the Company has incurred € 1,098,273 |
Property, Plant and Equipment n
Property, Plant and Equipment net | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Property, Plant and Equipment net | 9. Property, Plant and Equipment net Schedule of Property, Plant and Equipment Plant and machinery Equipment Autonomous special vehicles Total Purchase price € 1,431 € 7,789 € - € 9,220 Cumulative depreciation (328 ) (1,621 ) - (1,949 ) At January 1, 2022 1,103 6,168 - 7,271 Investments - 6,176 - 6,176 Depreciation (286 ) (2,239 ) - (2,525 ) At December 31, 2022 817 10,105 - 10,922 Investments - - 36,000 36,000 Depreciation (276 ) (2,916 ) (4,650 ) (7,842 ) At December 31, 2023 € 541 € 7,189 € 31,350 € 39,080 Purchase price € 1,431 € 13,965 € 36,000 € 51,396 Cumulative depreciation (890 ) (6,776 ) (4,650 ) (12,316 ) At December 31, 2023 € 541 € 7,189 € 31,350 € 39,080 The autonomous special vehicles in the table above are comprised of four drones, at cost, that are being utilized by the Company to lease to customers on a month to month basis as discussed in Note 2.4.11 above. The drones were placed in service in early May 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Leases | 10. Leases In 2023, RanMarine entered into a new lease agreement for the real estate contract of its business premises. This lease is for five years 943,836 After the initial five -year lease is completed, a clause exists allowing for the automatic renewal of the lease if the tenant or lessor does not give notice of termination. Notice of termination must be made six months before the end of the lease. The renewal option has not been included in the right of use calculations because the Company does not have any current plans to renew the lease. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Income Taxes | Schedule of Right of Use Asset And Lease Liability 2023 2022 Right of use asset to depreciate Beginning balance € 191,966 € 255,954 Additions 857,560 - Disposals (159,972 ) - Depreciation (102,286 ) (63,988 ) Ending balance € 787,268 € 191,966 Non-current lease liability Beginning balance € 133,705 € 257,335 Additions 857,560 - Disposals (102,473 ) - Payments related to liability (89,163 ) (60,603 ) Current lease liability (159,184 ) (63,027 ) Ending balance € 640,445 € 133,705 11. Income Taxes Deferred tax – Judgments and estimates are made with regard to the ability to utilize net operating losses and other tax credits that can be carried forward against taxable income in future years. Due to the delay in obtaining additional financing, the Company has not been able to execute its business plans yet and concluded that it is not probable that taxable profit will be available for any deferred tax asset amount to be utilized in the near future. Due to this uncertainty, the Company has not recognized any deferred tax asset amount as of December 31, 2023 and 2022, in accordance with IAS 12. From January 1, 2022 onwards, an indefinite loss carryforward applies in the Netherlands. Yet, losses (both carryforward and carryback) can only be fully deducted up to an amount of €1 million taxable profit. If the profit in a year exceeds €1 million, the losses are only deductible up to 50% of the higher taxable profit minus an amount of €1 million. The Company has compensable losses from the following years: Schedule of Compensable Losses Offsettable Offsettable losses as of Addition in losses as of January 1, 2023 2023 December 31, 2023 € € € 2016 8,971 - 8,971 2017 113,373 - 113,373 2018 138,599 - 138,599 2019 173,454 - 173,454 2020 402,425 - 402,425 2022 390,292 - 390,292 2023 - 2,118,774 2,118,774 1,227,114 2,118,774 3,345,888 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Intangible Assets | RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 12. Intangible Assets Schedule of Intangible Assets Research and development costs Concessions intellectual property rights Total Cost or valuation At January 1, 2022 € 470,817 € 28,622 € 499,439 Additions 464,670 - 464,670 At December 31, 2022 935,487 28,622 964,109 Additions 590,993 - 590,993 Amortization (151,550 ) - (151,550 ) At December 31, 2023 € 1,374,930 € 28,622 € 1,403,552 Estimated future amortization as of December 31, 2023 is as follows: Schedule of Intangible Assets Estimated Future Amortization 1 Year ending December 31, 2024 € 151,550 2025 311,020 2026 311,020 2027 311,020 2028 159,471 Thereafter 159,471 Total € 1,403,552 |
Trade Payables
Trade Payables | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Trade Payables | 13. Trade Payables Schedule of Trade Payables 2023 2022 Trade payables € 1,001,588 € 473,028 Total € 1,001,588 € 473,028 The Company had one vendor whose account balance comprised approximately 14 10 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Derivative Liabilities | 14. Derivative Liabilities Schedule of Derivative Liabilities 2023 2022 Warrant liabilities € 4,044,000 € 2,635,778 Convertible notes payable 4,562,000 1,040,009 Total € 8,606,000 € 3,675,787 Convertible Notes Payables and Debt Discount (Contra-Debt) The Company entered into Securities Purchase Agreements (the “Agreements”) with certain third-party creditors and related parties (the “Holders”) whereby the Company issued 20 4.5 0.01 105 RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 The Notes are convertible at the Holder’s election upon the closing of a Qualified IPO into Ordinary Shares of the Company at a conversion price equal to 100% of the offering price to the public in the Qualified IPO (the “Conversion Price”). The Notes become immediately due and payable upon an Event of Default (as defined in the Agreements) Due to these embedded features within the Notes, the Company elected to account for the Notes at fair value at inception under IFRS 9, “ Financial Instruments The Company estimates the fair value of the convertible note payable using a probability weighted scenario method, which determines the present value of the conversion and redemption options and weights them based on their probabilities of occurrence. The fair value of the Notes upon issuance was estimated to be € 4,562,000 1,040,009 4,260,131 301,869 1,074,548 214,909 The 20 852,026 214,909 1,153,895 180,370 The following table presents the Notes as of December 31, 2023: Schedule of Notes 2023 2022 Face value of the Notes € 4,260,131 € 1,074,548 Debt discount (852,026 ) (214,909 ) Carrying value of the Notes 3,408,105 859,639 Fair value adjustment through earnings 1,153,895 180,370 Fair value of the Notes € 4,562,000 € 1,040,009 RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 On May 8, 2023, the Company and the relevant noteholders amended the terms of the Notes to extend the Maturity Date to December 31, 2023, and to clarify that Ordinary Shares means American Depositary Shares (“ADS”). The majority of the Convertible Promissory Notes the Company had outstanding as of December 31, 2023 had a maturity date of January 1, 2024. The Company proposed and all of the Convertible Promissory Note holders agreed to extend the maturity date to March 31, 2024, in exchange for a payment, upon IPO, of 5% of the principal value of their Notes in cash. In April, all of the Convertible Promissory Note holders agree to extend the maturity date to April 30, 2024 for additional compensation of 2% of the principal value. The Convertible Promissory Notes are currently in default; however, in June 2024 the Company is seeking the Convertible Promissory Note holders’ agreement to extend the maturity date to December 31, 2024. In return, the Company will provide the Convertible Promissory Note holders with additional compensation in the amount of 5% of the principal amount outstanding, payable in ADSs issued within 7 days of the IPO. In addition, the Company, will increase the discount offered to those who convert the full principal value of their Convertible Promissory Notes into RanMarine ADSs at the IPO to a 25% discount off of the IPO price . If the final IPO structure includes one or more warrants, the Convertible Promissory Note holders will receive the same warrant(s) for any principal amount that is converted into RanMarine ADSs. The Company believes that the Convertible Promissory Note holders will agree to the extension as they have done twice before. Warrant Liabilities With each Note purchase, the Holder was also issued warrants to purchase up to 40,000 100,000 Each Warrant is exercisable for a period commencing on the date the Company completes a Qualified IPO and terminating five (5) years after such date at an exercise price of € 0.01 The Warrants were determined to be liabilities under IAS 32, “ Financial Statements: Presentation.” 4.4 2.5 0 0 five years 45.0 37 3.8 4.0 1,408,222 2,635,779 Transaction costs incurred attributable to the issuance of the Warrants were immediately expensed in accordance with IAS 32. |
Loans and Liabilities to Relate
Loans and Liabilities to Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Loans And Liabilities To Related Parties | |
Loans and Liabilities to Related Parties | 15. Loans and Liabilities to Related Parties Schedule of Loans and Liabilities to Related Parties 2023 2022 Non-interest loans € 66,800 € 76,600 Deferred stock compensation 632,778 17,500 Deferred cash compensation 7,311 51,000 Deferred cost reimbursements 62,163 - Total € 769,052 € 145,100 Convertible notes payable held by related parties € 1,971,591 € 478,191 RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 The non-interest loans are related to Boundary Holding S.à r.l. and two other shareholders of the Company. There is a loan agreement between Boundary Holding S.à r.l. and the Company that was entered into as of May 27, 2021, for € 100,000 67,600 Employees and affiliates (shareholders and board members) were granted American Depositary Shares in 2023, which vest only upon the IPO or after the six-month lock-up period for affiliates. For the related parties a € 632,778 The deferred cash compensation is related to salary payments paid out in the following year. The deferred costs reimbursements are expenses payments to related parties that have been deferred. The convertible notes payable held by related parties of € 1,971,591 478,191 |
Taxes and Social Securities Pay
Taxes and Social Securities Payable | 12 Months Ended |
Dec. 31, 2023 | |
Taxes And Social Securities Payable | |
Taxes and Social Securities Payable | 16. Taxes and Social Securities Payable Schedule of Taxes and Social Securities Payable 2023 2022 Payroll Tax € 104,768 € 175,308 Netherlands pension withholding 39,801 - Total € 144,569 € 175,308 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Accrued Liabilities | 17. Accrued Liabilities Schedule of Other Current Liabilities 2023 2022 Advisors € 592,809 € 62,721 Deferred revenue 37,565 95,459 Holiday bonus 40,059 24,027 Employee stock compensation 283,692 - Total € 954,125 € 182,207 During 2023, employees were granted the right to receive ADSs, which vest only upon the IPO or after the six-month lock-up period. |
Issued Capital and Reserves
Issued Capital and Reserves | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Issued Capital and Reserves | 18. Issued Capital and Reserves The Company is authorized to issue up to 100,000,000 0.01 6,552,558 stock split of 7,029.57 to 1 The legal reserve of € 935,487 1,374,930 |
Sales
Sales | 12 Months Ended |
Dec. 31, 2023 | |
Sales | |
Sales | RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 19. Sales Schedule of Sales 2023 2022 Europe € 235,086 € 219,653 North America 130,034 207,883 Rest of the world 284,760 4,891 Total € 649,880 € 432,427 The Company had sales with three customers in 2023 that approximated 33 12 10 57 |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Operating Expenses | 20. Operating Expenses 20.1 Research and development Schedule of Research And Development 2023 2022 Compensation and benefits € 564,657 € 447,517 Other research and development costs 49,894 23,499 Capitalized R&D costs (472,747 ) (327,210 ) Total € 141,804 € 143,806 The Company capitalizes wages and direct material expenses associated with R&D in accordance with IAS 38 (see Notes 6 and 22). Last year 70% 30% 20.2 Sales and Marketing Schedule of Sales And Marketing 2023 2022 Compensation and benefits € 182,889 € 40,522 Contractors 202,464 99,204 Consultancy fees 50,926 - Publicity and advertisement 85,960 8,991 Traveling expenses 82,881 54,560 Total € 605,120 € 203,277 RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 20.3 General and Administrative Schedule of General And Administrative 2023 2022 Compensation and benefits € 713,031 € 220,530 Consultancy fees 713,551 66,645 Legal services - 100,553 Contractors 316,594 139,300 Accounting and audit services 51,277 303,239 Non-executive board compensation and expenses 200,660 - Depreciation and amortization 261,679 66,513 Automation costs 104,185 31,254 Freight costs 75,113 30,039 Office expense 49,086 28,768 Lease expense 24,754 10,320 Insurance costs 78,554 2,600 Other general expenses 66,239 68,225 Total € 2,654,723 € 1,067,986 |
Other Income and Expense
Other Income and Expense | 12 Months Ended |
Dec. 31, 2023 | |
Other Income And Expense | |
Other Income and Expense | 21. Other Income and Expense Schedule of Other Income and Expense 2023 2022 EIC subsidy € - € 776,910 Other subsidies 133,579 136,370 Change in fair value of warrant liabilities (1,408,222 ) (2,635,779 ) Change in fair value of convertible notes payable (933,623 ) (180,371 ) Other income and expense (2,655 ) - Total € (2,210,921 ) € (1,902,870 ) |
Government Grants
Government Grants | 12 Months Ended |
Dec. 31, 2023 | |
Government Grants | |
Government Grants | 22. Government Grants The Company received a grant from the European Commission, European Innovation Council (“EIC”) in October 2020 for a total amount of € 1,508,296 24-month duration with a 70% reimbursement rate 776,910 672,257 59,129 RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 The Company has received other Dutch government grants and subsidies for various other projects and the Company recognizes and records such amounts when received and upon meeting the grant stipulations. During 2023, the Company received and recognized €133,579 which was recorded within other expense, net in the accompanying statement of operations and comprehensive loss. During 2022, the Company received and recognized €136,370 which was recorded as a reduction of research and development costs in accordance with the stipulations of the grant as such amounts were a reimbursement of certain research and development expenses incurred. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Related Parties | 23. Related Parties Related persons as defined by IAS 24 (“Related Party Disclosures”) are persons who, by virtue of their positions, are responsible for the operations of the Company. The Company considers the executive management team, consisting of the Chief Executive Officer and the Chief Financial Officer as key management. They have the authority and responsibility for planning, directing, and controlling operating activities. 23.1 Key management personnel compensation The charges as accounted for in the accompanying statements of operations and comprehensive loss resulting from the remuneration of current and former members of the Board of Management and members of Supervisory Board of the Company in 2023 and 2022 were as follows: Schedule of Key Management Personnel Compensation 2023 2022 Cash based compensation € 167,060 € 141,560 Share based compensation 603,778 35,000 Total € 770,838 € 176,560 |
Financial Instruments and Finan
Financial Instruments and Financial Risk Management | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Financial Instruments and Financial Risk Management | 24. Financial Instruments and Financial Risk Management 24.1 Financial instruments – Trade payables, tax, remuneration, social security, other accounts payable including liability accruals are valued at nominal value. Financial assets and financial liabilities are recognized at their fair value initially. Transaction expenses for assets and liabilities are also included in the initial fair value measurement. Using the effective interest rate method, financial liabilities are measured at amortized cost after the initial recognition 24.2 Financial risk management – The Company is exposed to market risk, credit risk, and liquidity risk. Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk; interest rate risk, currency risk, and other price risk, such as equity price risk and commodity risk. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Other price risk is the risk that the Company will be affected by the price volatility of certain commodities. Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Liquidity risk is the risk the Company will have a shortage of funds available. Management has the overall responsibility to establish and oversee the Company’s financial risk management. Financial risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. Through its training and management standards and procedures, it aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. Management of the Company does not currently believe it is exposed to significant risk in these areas given that the convertible notes payable and warrant liabilities are expected to be converted to equity upon the completion of the IPO during 2024 and given there are minimal foreign currency transactions at the current time. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Commitments and Contingencies | 25. Commitments and Contingencies 25.1 For purposes of the Dutch government, the Company heads a fiscal unity. The Company is therefore liable for the tax obligations of the fiscal unity for the Dutch entities as a whole. 25.2 From time to time, the Company may become involved in various claims and actions for matters arising out of its business operations. However, we are not currently a party to any such claims or actions and there is currently no litigation or threatened litigation involving the Company and the Company does not expect the outcome of any such matter to have a material adverse effect on the consolidated financial statements of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Subsequent Events | 26. Subsequent Events 26.1 The majority of the Convertible Promissory Notes outstanding as of December 31, 2023 had a maturity date of January 1, 2024. The Company proposed and all of the Convertible Promissory Note holders agreed to extend the maturity date to March 31, 2024, in exchange for a payment, upon IPO, of 5% of the principal value of their Notes in cash. In April, all of the Convertible Promissory Note holders agreed to extend the maturity date to April 30, 2024 for additional compensation of 2% of the principal value. The Convertible Promissory Notes are currently in default; however in June 2024, the Company is seeking to extend the maturity date of April 30, 2024. The Company is seeking the Convertible Promissory Note holders’ agreement to extend the maturity date to September 1, 2024. In return, the Company will provide the Convertible Promissory Note holders additional compensation in the amount of 5% of the principal amount outstanding, payable in ADSs issued within 7 days of the IPO. In addition, the Company, will increase the discount offered to those who convert the full principal value of their Convertible Promissory Notes into RanMarine ADSs at the IPO to a 30% discount off of the IPO price. If the final IPO structure includes one or more warrants, the Convertible Promissory Note holders will receive the same warrant(s) for any principal amount that is converted into RanMarine ADSs. The Company believes that the Convertible Promissory Note holders will agree to the extension as they have done twice before . 26.2 Subsequent to December 31, 2023, the Company issued additional bridge loans totaling € 0.7 0.4 18.7 0.3 25 maturity dates between August, 2024 and December, 2024 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary Of Significant Accounting Policies | |
Basis of preparation | Basis of preparation 2.1 Basis of preparation The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), taking into account the recommendations of the International Financial Reporting Standards Interpretations Committee (“IFRIC”) The accounting principles set out below, unless stated otherwise, have been applied consistently for all periods presented in the accompanying consolidated financial statements. The Company’s fiscal year-end is December 31. The consolidated financial statements’ valuations are based on the historical cost unless stated otherwise. The functional and presentation currency of the Company is the Euro. |
Consolidation | Consolidation 2.2 Consolidation The consolidated financial statements include the financial data of RanMarine Technology B.V. and its group companies over which control is exercised. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intragroup receivables and payables, as well as intragroup transactions, finance income and expenses and unrealized results within the Group are eliminated in the preparation of the consolidated financial statements. The consolidated group companies and the percentage of ownership included in the consolidation: ● RanMarine B.V. ( 100% ● RanMarine USA LLC ( 100% |
Foreign currency | Foreign currency 2.3 Foreign currency During the financial year, transactions in foreign currency other than the euro are translated into the relevant functional currency at the exchange rates applying on the transaction date. The exchange differences as a result from the translation are included in the operating results of the period the transactions occurred. RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 Assets and liabilities that are denominated in foreign currency other than the euro are translated at the exchange rates as at the end of the reporting period; however, there were no such items denominated in a foreign currency at December 31, 2023 and 2022. The profit and loss account items have been translated at average exchange rates. Given the limited scale of foreign activities with a different functional currency, there is no statutory reserve (or cumulative foreign currency translation amounts) for conversion differences at 31 December, 2023 and 2022. 2.4 Significant accounting policies |
Current versus non-current classification | Current versus non-current classification 2.4.1 Current versus non-current classification - Assets and obligations that are classified as current shall mature within one year. Non-current assets and obligations shall mature beyond one year from the consolidated balance sheet date. |
Cash and Cash Equivalents | Cash and Cash Equivalents 2.4.2 Cash and Cash Equivalents - Cash is recognized based on the amount received. Cash equivalents, which are assets that can generally be liquidated in less than 90 days based on convertibility and short-term maturity, are carried at cost. Any bank overdrafts are accounted for based on the amount that must be repaid to the lender. Cash balances may exceed the insured limits from time to time. The Company has not experienced any losses with respect to uninsured balances. |
Accounts receivable | Accounts receivable 2.4.3 Accounts receivable – Receivables (amounts due from trade debtors and other receivables including prepayments) are initially recognized at cost which is also the fair value. Current receivables, receivables that fall due within one year, are carried at cost unless there is a known significant credit risk. Receivables are reviewed to determine if a reserve needs to be entered for credit losses. If a reserve is deemed necessary, accounts receivable would be carried at cost less the reserve. |
Inventory | Inventory 2.4.4 Inventory - Inventories are valued at the lower of cost or market, market being net realizable value. Net realizable value is calculated based on the estimated selling price of the product less cost to get the inventory in sellable condition. The carrying amount of inventories is expensed as inventories are sold and recognized in cost of sales. Write-downs to net realizable value and losses are expensed in the period they occur. Any reversal of write-downs is recognized in the period the reversal occurs. The Company’s inventories consisted of raw materials in 2022 and 2023, and also of finished products in 2023. See Note 7 for further details. |
Property, plant, and equipment | Property, plant, and equipment 2.4.5 Property, plant, and equipment – Property, plant, and equipment are measured at historical cost. They are carried at cost less accumulated depreciation and any impairment value. Depreciation is on a straight-line basis over an estimated useful life given to the asset by management. Useful lives are reviewed periodically for needed changes. All repairs and maintenance costs are expensed when incurred. Useful lives of property, plant, and equipment ● Plant and machinery- 5 years ● Equipment- 5 years ● Autonomous special vehicles- 5 years |
Intangible assets | RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 Intangible assets 2.4.6 Intangible assets - Intangible assets are intellectual property and internally developed information systems with a finite life and area accounted for in accordance with IAS 38 (“Intangible Assets”). The intangible assets acquired are measured at cost less accumulated amortization and impairment. Expenditure for development activities where the research results are applied to a plan or design for the production of new or substantially improved product and processes are capitalized if the product or process is technically and commercially feasible and can be separately identified, if the expenses can be measured reliably and if the Company has sufficient resources to complete the development of the asset. If these criteria are not met, the expenditures are expensed. If the criteria is met, projects will go from the research phase to the development phase if there is a successful build. The capitalized costs comprise the cost of materials, direct labor and the directly attributable proportion of overheads less any subsidy received for such costs. Other development expenditures are recognized in the consolidated statement of operations and comprehensive loss as an expense when incurred. Subsequent expenditure on capitalized intangible assets is recognized in the consolidated statement of operations and comprehensive loss unless it increases the future economic benefits embodied in the specific asset to which it relates. In that case, the costs are capitalized for only the increase in the future economic benefits. Amortization is charged to the consolidated statement of operations and comprehensive loss on a straight-line basis over the estimated useful life of the intangible asset unless such life is indefinite. Other intangible assets are amortized from the date they are available for use. Effective January, 2023, amortization has started. The amortization method and estimated useful lives are assessed annually. Accounting has been done in accordance with IAS 38 (“Intangible Assets”). Useful lives of intangible assets ● Research and development costs- 5 years ● Concessions intellectual property rights- infinitive live |
Taxes | Taxes 2.4.7 Taxes – Taxes are calculated based on the taxable income or loss for the period and the tax laws that have been enacted or substantively enacted as of the reporting period. Taxes consider any non-deductible costs or non-taxable items. Deferred tax assets or tax liabilities are also considered when computing tax. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid to the tax authority. In case of uncertainties related to income taxes, they are accounted for in accordance with IFRIC 23 (“Uncertainty over Income Tax Treatments”) and IAS 12 (“Income taxes”) based on the best estimate of those uncertainties. 2.4.7.1 A deferred tax is generated when there are temporary differences between assets or liabilities for financial reporting purposes and amounts used for tax purposes. Net operating losses can generate a deferred tax given such losses can be utilized in the future to reduce future taxable income. Tax rates applicable when the deferred tax is expected to reverse are used in the calculation of the deferred tax. |
Leases | Leases 2.4.8 Leases – Contracts are reviewed to determine if they contain the elements of a lease. To be a lease, the right of control must be given to the lessee for a specified asset for a given time period for consideration. If the supplier has the right or practical ability to substitute alternative assets during the life of the contract, then the contract is not a lease. The lease liability is calculated by discounting all the lease payments not made at the commencement date by the implicit interest rate in the lease or the incremental borrowing rate. Extension options are included in the determination of the lease liability to the extent that it is reasonably certain that those options will be exercised. The lease liability and the right of use asset are the same value at the start of the lease. The right-of-use assets are depreciated on a straight-line basis from the start date of the lease to the end of the lease term. RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 |
Financial instruments | Financial instruments 2.4.9 Financial instruments - A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. These include both non-derivative financial instruments, such as trade and other receivables and payables, and derivative financial instruments, such as certain derivative liabilities arising from the convertible notes and warrants included within the accompanying consolidated balance sheets as of December 31, 2023 and 2022. Trade payables, tax, remuneration, social security, other accounts payable including liability accruals are valued at nominal value. Supplier agreements or amounts due to statutory authorities determine costs. Management estimates amounts for accrued expenses. Financial assets and financial liabilities are recognized at their fair value initially. Transaction expenses for assets and liabilities are also included in the initial fair value measurement. Using the effective interest rate method, financial liabilities are measured at amortized cost after the initial recognition. |
Provisions for liabilities and charges | Provisions for liabilities and charges 2.4.10 Provisions for liabilities and charges – Provisions are liabilities for uncertain times and amounts. Provisions are established if an obligation presently exists, there is a probable outflow of resources to cover the obligation and the obligation can be reasonably estimated. The provision represents the best estimate to settle the obligation. For both 2023 and 2022, there were no uncertain liabilities that required a provision. |
Revenue | Revenue 2.4.11 Revenue – Contract revenue and other revenues exclude value added tax and is after discounts. Contract revenue recognition will take place in accordance with IFRS 15 (“Revenue from Contracts with Customers”); when there is an identifiable contract with a customer, the contract stipulates performance obligations, a price has been established, the price has been allocated to the contract performance obligations, then the specific revenue associated with the specific obligation completion is recognized. For the majority of the Company’s contracts, the terms generally consist of a single performance obligation, delivery of our products, the ASVs. We recognize revenue at delivery as risk of loss and control have been transferred to the customer at the time the product is picked up for delivery. Revenue measurement is the fair value of the amount received or due. The revenue represents product and / or service amounts receivable generated during the normal course of business. Revenue is recognized net of deductions for returns, allowances, and rebates, which the Company has assessed as not significant during each of the fiscal years in the accompanying consolidated financial statements. A liability will be established within the consolidated balance sheet when the customer has prepaid for a good or service. A receivable will be established where the contract performance obligation has been met but payment has not been received. The Company has two other sources of revenue that have yet to become significant. In the late 2022, the Company began requiring with every ASV sold, a subscription to RanMarine Connect, which is a software as a service subscription model allowing for web-browser based ASV management, device control, maintenance, etc. The Company sells the subscriptions in varying lengths of time ranging from one year to five years. The subscriptions are charged on a recurring annual basis upon expiration of the initial term and the subscription price is recognized ratably over the subscription period as the performance obligation is met and satisfied. Additionally, beginning in 2023, the Company began leasing its ASVs on a month-to-month basis and such lease amounts received are recognized over the same period as the performance obligation is met and satisfied. Revenue related to the subscriptions and the leases approximated € 35,000 and € 27,000 respectively during 2023. During 2022 there was approximately € 8,000 revenue recognized related to the subscriptions and no revenue recognized related to the leases. |
Other income and expenses | RanMarine Technology, B.V. Notes to Consolidated Financial Statements As of and for the Years Ended December 31, 2023 and 2022 Other income and expenses 2.4.12 Segment reporting - The Company identifies its operating segments in accordance with IFRS 8, (“Operating Segments”). Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, ore decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a combined basis for the purposes of allocating resources. Accordingly, the Company has determined it operates and manages its business in a single reporting operating segment. |
Pensions | Pensions 2.4.13 Derivative liabilities - The Company evaluates and accounts for conversion options embedded in its convertible notes in accordance with IFRS 9, “Financial Instruments.” Under IFRS 9, the Company has elected to account for the embedded features within it convertible notes at fair value. In accordance with this accounting method, any subsequent increases or decreases in fair value are recorded as a change in fair value of derivative liabilities and are included as a component of other income (loss) in the accompanying consolidated statements of operations and comprehensive loss. In addition to convertible notes, the Company also issues warrants to purchase shares of Company stock. The warrants are accounted for at fair value as of the date of issuance and again at each year end using a Black Scholes option-pricing model. Fair value adjustments to the warrant liability are recognized in the change in fair value of derivative liabilities line item within other income (loss) in the accompanying statements of operations and comprehensive loss. |
Impairment of non-financial assets | Impairment of non-financial assets 2.4.14 Impairment of non-financial assets – Management assesses whether an asset may be impaired at each reporting date. If any indication of impairment exists, or when testing is required, the recoverable amount will be determined. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses including impairment on inventories are recognized in the consolidated statement of operations and comprehensive loss. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company’s cash generating units (“CGU”) to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the Company operates, or for the market in which the asset is used. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. |
Loss per share | Loss per share 2.4.15 Loss per share – Basic loss per share are calculated in accordance with IAS 33 (“Earnings per Share”) based on earnings (loss) attributable to the Company’s shareholders and the weighted average number of shares outstanding during the period. The 6,552,558 outstanding shares as of December 31, 2023 (see Note 18), represent the shares issued and outstanding by the Company. This presentation is consistent with the principles in IAS 33.64, which requires calculation of basic and diluted earnings per share for all periods presented to be adjusted retrospectively if changes occur to the capital structure after the reporting period but before the consolidated financial statements are authorized for issue. |
New and revised standards issued, but not yet effective | New and revised standards issued, but not yet effective 2.4.16 New and revised standards issued, but not yet effective – The Company is currently evaluating the effects of the new or revised accounting standards listed below but does not expect any material effects. ● Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants (Amendments to IAS 1) ● Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) ● Lease Liability in a Sale and Leaseback (Amendments to IFRS16) ● Lack of Exchangeability (Amendments to IAS 21) |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Cash and Cash Equivalents | Schedule of Cash and Cash Equivalents 2023 2022 Rabobank € 28,068 € - Mechanics Bank 8,536 - ING Bank - 18 Cash in transit (1 ) 430 Total € 36,603 € 448 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable | |
Schedule of Accounts Receivable | Schedule of Accounts Receivable 2023 2022 Accounts receivable € 95,200 € 124,814 Total € 95,200 € 124,814 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Other Receivables | Schedule of Other Receivables 2023 2022 Prepayments € 7,656 € 45,819 Rent deposit 29,052 11,875 Subsidy - 191,475 Other receivables 10,819 - VAT receivable 2,333 43,204 Total € 49,860 € 292,373 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Inventory | Schedule of Inventory 2023 2022 Finished products € 54,000 € - Raw materials 58,575 46,785 Total € 112,575 € 46,785 |
Property, Plant and Equipment_2
Property, Plant and Equipment net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Property, Plant and Equipment | Schedule of Property, Plant and Equipment Plant and machinery Equipment Autonomous special vehicles Total Purchase price € 1,431 € 7,789 € - € 9,220 Cumulative depreciation (328 ) (1,621 ) - (1,949 ) At January 1, 2022 1,103 6,168 - 7,271 Investments - 6,176 - 6,176 Depreciation (286 ) (2,239 ) - (2,525 ) At December 31, 2022 817 10,105 - 10,922 Investments - - 36,000 36,000 Depreciation (276 ) (2,916 ) (4,650 ) (7,842 ) At December 31, 2023 € 541 € 7,189 € 31,350 € 39,080 Purchase price € 1,431 € 13,965 € 36,000 € 51,396 Cumulative depreciation (890 ) (6,776 ) (4,650 ) (12,316 ) At December 31, 2023 € 541 € 7,189 € 31,350 € 39,080 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Right of Use Asset And Lease Liability | Schedule of Right of Use Asset And Lease Liability 2023 2022 Right of use asset to depreciate Beginning balance € 191,966 € 255,954 Additions 857,560 - Disposals (159,972 ) - Depreciation (102,286 ) (63,988 ) Ending balance € 787,268 € 191,966 Non-current lease liability Beginning balance € 133,705 € 257,335 Additions 857,560 - Disposals (102,473 ) - Payments related to liability (89,163 ) (60,603 ) Current lease liability (159,184 ) (63,027 ) Ending balance € 640,445 € 133,705 |
Schedule of Compensable Losses | The Company has compensable losses from the following years: Schedule of Compensable Losses Offsettable Offsettable losses as of Addition in losses as of January 1, 2023 2023 December 31, 2023 € € € 2016 8,971 - 8,971 2017 113,373 - 113,373 2018 138,599 - 138,599 2019 173,454 - 173,454 2020 402,425 - 402,425 2022 390,292 - 390,292 2023 - 2,118,774 2,118,774 1,227,114 2,118,774 3,345,888 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets Research and development costs Concessions intellectual property rights Total Cost or valuation At January 1, 2022 € 470,817 € 28,622 € 499,439 Additions 464,670 - 464,670 At December 31, 2022 935,487 28,622 964,109 Additions 590,993 - 590,993 Amortization (151,550 ) - (151,550 ) At December 31, 2023 € 1,374,930 € 28,622 € 1,403,552 |
Schedule of Intangible Assets Estimated Future Amortization | Estimated future amortization as of December 31, 2023 is as follows: Schedule of Intangible Assets Estimated Future Amortization 1 Year ending December 31, 2024 € 151,550 2025 311,020 2026 311,020 2027 311,020 2028 159,471 Thereafter 159,471 Total € 1,403,552 |
Trade Payables (Tables)
Trade Payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Trade Payables | Schedule of Trade Payables 2023 2022 Trade payables € 1,001,588 € 473,028 Total € 1,001,588 € 473,028 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Derivative Liabilities | Schedule of Derivative Liabilities 2023 2022 Warrant liabilities € 4,044,000 € 2,635,778 Convertible notes payable 4,562,000 1,040,009 Total € 8,606,000 € 3,675,787 |
Schedule of Notes | Schedule of Notes 2023 2022 Face value of the Notes € 4,260,131 € 1,074,548 Debt discount (852,026 ) (214,909 ) Carrying value of the Notes 3,408,105 859,639 Fair value adjustment through earnings 1,153,895 180,370 Fair value of the Notes € 4,562,000 € 1,040,009 |
Loans and Liabilities to Rela_2
Loans and Liabilities to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans And Liabilities To Related Parties | |
Schedule of Loans and Liabilities to Related Parties | Schedule of Loans and Liabilities to Related Parties 2023 2022 Non-interest loans € 66,800 € 76,600 Deferred stock compensation 632,778 17,500 Deferred cash compensation 7,311 51,000 Deferred cost reimbursements 62,163 - Total € 769,052 € 145,100 Convertible notes payable held by related parties € 1,971,591 € 478,191 |
Taxes and Social Securities P_2
Taxes and Social Securities Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Taxes And Social Securities Payable | |
Schedule of Taxes and Social Securities Payable | Schedule of Taxes and Social Securities Payable 2023 2022 Payroll Tax € 104,768 € 175,308 Netherlands pension withholding 39,801 - Total € 144,569 € 175,308 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Other Current Liabilities | Schedule of Other Current Liabilities 2023 2022 Advisors € 592,809 € 62,721 Deferred revenue 37,565 95,459 Holiday bonus 40,059 24,027 Employee stock compensation 283,692 - Total € 954,125 € 182,207 |
Sales (Tables)
Sales (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Sales | |
Schedule of Sales | Schedule of Sales 2023 2022 Europe € 235,086 € 219,653 North America 130,034 207,883 Rest of the world 284,760 4,891 Total € 649,880 € 432,427 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Research And Development | Schedule of Research And Development 2023 2022 Compensation and benefits € 564,657 € 447,517 Other research and development costs 49,894 23,499 Capitalized R&D costs (472,747 ) (327,210 ) Total € 141,804 € 143,806 |
Schedule of Sales And Marketing | Schedule of Sales And Marketing 2023 2022 Compensation and benefits € 182,889 € 40,522 Contractors 202,464 99,204 Consultancy fees 50,926 - Publicity and advertisement 85,960 8,991 Traveling expenses 82,881 54,560 Total € 605,120 € 203,277 |
Schedule of General And Administrative | Schedule of General And Administrative 2023 2022 Compensation and benefits € 713,031 € 220,530 Consultancy fees 713,551 66,645 Legal services - 100,553 Contractors 316,594 139,300 Accounting and audit services 51,277 303,239 Non-executive board compensation and expenses 200,660 - Depreciation and amortization 261,679 66,513 Automation costs 104,185 31,254 Freight costs 75,113 30,039 Office expense 49,086 28,768 Lease expense 24,754 10,320 Insurance costs 78,554 2,600 Other general expenses 66,239 68,225 Total € 2,654,723 € 1,067,986 |
Other Income and Expense (Table
Other Income and Expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income And Expense | |
Schedule of Other Income and Expense | Schedule of Other Income and Expense 2023 2022 EIC subsidy € - € 776,910 Other subsidies 133,579 136,370 Change in fair value of warrant liabilities (1,408,222 ) (2,635,779 ) Change in fair value of convertible notes payable (933,623 ) (180,371 ) Other income and expense (2,655 ) - Total € (2,210,921 ) € (1,902,870 ) |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Schedule of Key Management Personnel Compensation | Schedule of Key Management Personnel Compensation 2023 2022 Cash based compensation € 167,060 € 141,560 Share based compensation 603,778 35,000 Total € 770,838 € 176,560 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
[custom:RevenueRelatedToSubscription] | € 35,000 | € 8,000 |
[custom:RevenueRelatedToLease] | € 27,000 | € 0 |
Number of shares outstanding | 6,552,558 | 6,552,558 |
Capitalised development expenditure [member] | ||
IfrsStatementLineItems [Line Items] | ||
Useful lives of intangible assets | 5 years | |
Concessions intellectual property rights [member] | ||
IfrsStatementLineItems [Line Items] | ||
Description of useful life, intangible assets | infinitive live | |
Plant and machinery [member] | ||
IfrsStatementLineItems [Line Items] | ||
Useful lives of property, plant, and equipment | 5 years | |
Equipments [member] | ||
IfrsStatementLineItems [Line Items] | ||
Useful lives of property, plant, and equipment | 5 years | |
Autonomous special vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Useful lives of property, plant, and equipment | 5 years | |
RanMarine B.V. [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership | 100% | |
RanMarine USA LLC [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percentage of ownership | 100% |
Schedule of Cash and Cash Equiv
Schedule of Cash and Cash Equivalents (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
IfrsStatementLineItems [Line Items] | |||
Total | € 36,603 | € 448 | € 92,808 |
Rabobank [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 28,068 | ||
Mechanics bank [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 8,536 | ||
ING bank [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | 18 | ||
Cash in transit [member] | |||
IfrsStatementLineItems [Line Items] | |||
Total | € (1) | € 430 |
Significant Accounting Judgme_2
Significant Accounting Judgments, Assumptions, and Estimates (Details Narrative) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Capitalized development costs | € 1,374,930 | € 935,487 |
Warranty provision | € 747 | € 0 |
Outside EU [member] | ||
IfrsStatementLineItems [Line Items] | ||
Warranty term | 1 year | |
Europe [Member] | ||
IfrsStatementLineItems [Line Items] | ||
Warranty term | 2 years |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Receivable | ||
Accounts receivable | € 95,200 | € 124,814 |
Total | € 95,200 | € 124,814 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
IfrsStatementLineItems [Line Items] | ||
Allowance for doubtful accounts | € 0 | |
One customer [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percenatge of accounts receivable | 35% | |
Two customers [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percenatge of accounts receivable | 26% | |
Three customers [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percenatge of accounts receivable | 23% | |
Another customer [member] | ||
IfrsStatementLineItems [Line Items] | ||
Percenatge of accounts receivable | 78% |
Schedule of Other Receivables (
Schedule of Other Receivables (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Prepayments | € 7,656 | € 45,819 |
Rent deposit | 29,052 | 11,875 |
Subsidy | 191,475 | |
Other receivables | 10,819 | |
VAT receivable | 2,333 | 43,204 |
Total | € 49,860 | € 292,373 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Finished products | € 54,000 | |
Raw materials | 58,575 | 46,785 |
Total | € 112,575 | € 46,785 |
Other Receivables (Details Narr
Other Receivables (Details Narrative) - EUR (€) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Notes and other explanatory information [abstract] | ||||
Government grants | € 776,910 | € 672,257 | € 59,129 | € 1,508,296 |
[custom:SubsidyReceivable-0] | € 191,475 |
Deferred IPO Costs (Details Nar
Deferred IPO Costs (Details Narrative) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Ipo Costs | ||
Deferred IPO costs | € 1,098,273 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Purchase price | € 9,220 | |
Cumulative depreciation | € (12,316) | (1,949) |
Property plant and equipment net Beginning | 10,922 | 7,271 |
Investments | 36,000 | 6,176 |
Depreciation | (7,842) | (2,525) |
Depreciation | 7,842 | 2,525 |
Property plant and equipment net Ending | 39,080 | 10,922 |
Purchase price | 36,000 | 6,176 |
Purchase price | 51,396 | |
Plant and machinery [member] | ||
IfrsStatementLineItems [Line Items] | ||
Purchase price | 1,431 | |
Cumulative depreciation | (890) | (328) |
Property plant and equipment net Beginning | 817 | 1,103 |
Investments | ||
Depreciation | (276) | (286) |
Depreciation | 276 | 286 |
Property plant and equipment net Ending | 541 | 817 |
Purchase price | 1,431 | |
Office equipment [member] | ||
IfrsStatementLineItems [Line Items] | ||
Purchase price | 7,789 | |
Cumulative depreciation | (6,776) | (1,621) |
Property plant and equipment net Beginning | 10,105 | 6,168 |
Investments | 6,176 | |
Depreciation | (2,916) | (2,239) |
Depreciation | 2,916 | 2,239 |
Property plant and equipment net Ending | 7,189 | 10,105 |
Purchase price | 13,965 | |
Autonomous special vehicles [member] | ||
IfrsStatementLineItems [Line Items] | ||
Purchase price | ||
Cumulative depreciation | (4,650) | |
Property plant and equipment net Beginning | ||
Investments | 36,000 | |
Depreciation | (4,650) | |
Depreciation | 4,650 | |
Property plant and equipment net Ending | 31,350 | |
Purchase price | € 36,000 |
Schedule of Right of Use Asset
Schedule of Right of Use Asset And Lease Liability (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Right of use asset to depreciate | ||
Beginning balance | € 191,966 | € 255,954 |
Additions | 857,560 | |
Disposals | (159,972) | |
Depreciation | (102,286) | (63,988) |
Ending balance | 787,268 | 191,966 |
Non-current lease liability | ||
Beginning balance | 133,705 | 257,335 |
Additions | 857,560 | |
Disposals | (102,473) | |
Payments related to liability | (89,163) | (60,603) |
Current lease liability | (159,184) | (63,027) |
Ending balance | € 640,445 | € 133,705 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 EUR (€) | |
Notes and other explanatory information [abstract] | |
New lease agreement | 5 years |
Lease Payments totaling | € 943,836 |
Information about lessee's exposure arising from extension options and termination options | After the initial |
[custom:LeaseTerm] | 5 years |
Schedule of Compensable Losses
Schedule of Compensable Losses (Details) | 12 Months Ended |
Dec. 31, 2023 EUR (€) | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | € 1,227,114 |
Addition in | 2,118,774 |
Offsettable losses ending | 3,345,888 |
2016 [member] | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | 8,971 |
Addition in | |
Offsettable losses ending | 8,971 |
2017 [member] | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | 113,373 |
Addition in | |
Offsettable losses ending | 113,373 |
2018 [member] | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | 138,599 |
Addition in | |
Offsettable losses ending | 138,599 |
2019 [member] | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | 173,454 |
Addition in | |
Offsettable losses ending | 173,454 |
2020 [member] | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | 402,425 |
Addition in | |
Offsettable losses ending | 402,425 |
2022 [member] | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | 390,292 |
Addition in | |
Offsettable losses ending | 390,292 |
2023 [member] | |
IfrsStatementLineItems [Line Items] | |
Offsettable losses beginning | |
Addition in | 2,118,774 |
Offsettable losses ending | € 2,118,774 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Intangible Assets | € 964,109 | € 499,439 |
Additions | 590,993 | 464,670 |
Amortization | (151,550) | |
Intangible Assets | 1,403,552 | 964,109 |
Research and development costs [member] | ||
IfrsStatementLineItems [Line Items] | ||
Intangible Assets | 935,487 | 470,817 |
Additions | 590,993 | 464,670 |
Amortization | (151,550) | |
Intangible Assets | 1,374,930 | 935,487 |
Concessions intellectual property rights [member] | ||
IfrsStatementLineItems [Line Items] | ||
Intangible Assets | 28,622 | 28,622 |
Additions | ||
Amortization | ||
Intangible Assets | € 28,622 | € 28,622 |
Schedule of Intangible Assets E
Schedule of Intangible Assets Estimated Future Amortization (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
2024 | € 151,550 | |
2025 | 311,020 | |
2026 | 311,020 | |
2027 | 311,020 | |
2028 | 159,471 | |
Thereafter | 159,471 | |
Total | € 1,403,552 | € 964,109 |
Schedule of Trade Payables (Det
Schedule of Trade Payables (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Trade payables | € 1,001,588 | € 473,028 |
Total | € 1,001,588 | € 473,028 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Description of loss carryforward | From January 1, 2022 onwards, an indefinite loss carryforward applies in the Netherlands. Yet, losses (both carryforward and carryback) can only be fully deducted up to an amount of €1 million taxable profit. If the profit in a year exceeds €1 million, the losses are only deductible up to 50% of the higher taxable profit minus an amount of €1 million. |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Warrant liabilities | € 4,044,000 | € 2,635,778 |
Convertible notes payable | 4,562,000 | 1,040,009 |
Total | € 8,606,000 | € 3,675,787 |
Trade Payables (Details Narrati
Trade Payables (Details Narrative) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Trade payables percentage | 14% | 10% |
Schedule of Notes (Details)
Schedule of Notes (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Face value of the Notes | € 4,260,131 | € 1,074,548 |
Debt discount | (852,026) | (214,909) |
Carrying value of the Notes | 3,408,105 | 859,639 |
Fair value adjustment through earnings | 1,153,895 | 180,370 |
Fair value of the Notes | € 4,562,000 | € 1,040,009 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Original issue discount percentage | 20% | |
Principal amount | € 4,260,131 | € 1,074,548 |
Ordinary shares par value per share | € 0.01 | € 0.01 |
Prepayments of notes | 105% | |
Conversion description | The Notes are convertible at the Holder’s election upon the closing of a Qualified IPO into Ordinary Shares of the Company at a conversion price equal to 100% of the offering price to the public in the Qualified IPO (the “Conversion Price”). The Notes become immediately due and payable upon an Event of Default (as defined in the Agreements) | |
Debt discount | € 852,026 | € 214,909 |
Debt discount | 852,026 | 214,909 |
Losses on change in fair value of derivatives | € 1,153,895 | € 180,370 |
[custom:DescriptionOfConvertibleDebts] | The Company proposed and all of the Convertible Promissory Note holders agreed to extend the maturity date to March 31, 2024, in exchange for a payment, upon IPO, of 5% of the principal value of their Notes in cash. In April, all of the Convertible Promissory Note holders agree to extend the maturity date to April 30, 2024 for additional compensation of 2% of the principal value. The Convertible Promissory Notes are currently in default; however, in June 2024 the Company is seeking the Convertible Promissory Note holders’ agreement to extend the maturity date to December 31, 2024. In return, the Company will provide the Convertible Promissory Note holders with additional compensation in the amount of 5% of the principal amount outstanding, payable in ADSs issued within 7 days of the IPO. In addition, the Company, will increase the discount offered to those who convert the full principal value of their Convertible Promissory Notes into RanMarine ADSs at the IPO to a 25% discount off of the IPO price | |
Issuance of ordinary shares | 6,552,558 | 6,552,558 |
Information about lessee's exposure arising from extension options and termination options | After the initial | |
Warrants [member] | ||
IfrsStatementLineItems [Line Items] | ||
Principal amount | € 100,000 | |
Issuance of ordinary shares | 40,000 | |
Information about lessee's exposure arising from extension options and termination options | Each Warrant is exercisable for a period commencing on the date the Company completes a Qualified IPO and terminating five (5) years after such date at an exercise price of €0.01 per share, subject to customary anti-dilution adjustments. | |
Exercise price per share | € 0.01 | |
Fair value of the warrants | € 4,400,000 | € 2,500,000 |
Expected dividend yield | 0% | 0% |
Expected term | 5 years | |
Expected volatility | 45% | 37% |
Risk free interest rate | 3.80% | 4% |
Loss on fair value of warrant liability | € 1,408,222 | € 2,635,779 |
Weighted scenario method [member] | ||
IfrsStatementLineItems [Line Items] | ||
Principal amount | 4,260,131 | 1,074,548 |
Fair value of the notes upon issuance | 4,562,000 | 1,040,009 |
Debt discount | € 301,869 | € 214,909 |
Securities purchase agreements [member] | ||
IfrsStatementLineItems [Line Items] | ||
Original issue discount percentage | 20% | |
Principal amount | € 4,500,000 | |
Ordinary shares par value per share | € 0.01 |
Schedule of Loans and Liabiliti
Schedule of Loans and Liabilities to Related Parties (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loans And Liabilities To Related Parties | ||
Non-interest loans | € 66,800 | € 76,600 |
Deferred stock compensation | 632,778 | 17,500 |
Deferred cash compensation | 7,311 | 51,000 |
Deferred cost reimbursements | 62,163 | |
Total | 769,052 | 145,100 |
Convertible notes payable held by related parties (See note 13) | € 1,971,591 | € 478,191 |
Loans and Liabilities to Rela_3
Loans and Liabilities to Related Parties (Details Narrative) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Loan principle amount | € 4,260,131 | € 1,074,548 |
Loan amount paid | 9,800 | 13,400 |
Convertible notes payable held by related parties | 1,971,591 | € 478,191 |
Loan agreement [member] | ||
IfrsStatementLineItems [Line Items] | ||
Loan principle amount | 100,000 | |
Loan amount paid | 67,600 | |
Related parties accrual | € 632,778 |
Schedule of Taxes and Social Se
Schedule of Taxes and Social Securities Payable (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Taxes And Social Securities Payable | ||
Payroll Tax | € 104,768 | € 175,308 |
Netherlands pension withholding | 39,801 | |
Total | € 144,569 | € 175,308 |
Schedule of Other Current Liabi
Schedule of Other Current Liabilities (Details) - EUR (€) | Dec. 31, 2023 | Dec. 31, 2022 |
Notes and other explanatory information [abstract] | ||
Advisors | € 592,809 | € 62,721 |
Deferred revenue | 37,565 | 95,459 |
Holiday bonus | 40,059 | 24,027 |
Employee stock compensation | 283,692 | |
Total | € 954,125 | € 182,207 |
Issued Capital and Reserves (De
Issued Capital and Reserves (Details Narrative) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Issued Capital And Reserves | ||
Shares authorized | 100,000,000 | 100,000,000 |
Nominal or par value per share | € 0.01 | € 0.01 |
Ordinary shares issued | 6,552,558 | 6,552,558 |
Ordinary shares outstanding | 6,552,558 | 6,552,558 |
Stock split description | stock split of 7,029.57 to 1 | |
Legal reserve | € 1,374,930 | € 935,487 |
Schedule of Sales (Details)
Schedule of Sales (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SalesLineItems [Line Items] | ||
Total | € 649,880 | € 432,427 |
Europe [Member] | ||
SalesLineItems [Line Items] | ||
Total | 235,086 | 219,653 |
North America [Member] | ||
SalesLineItems [Line Items] | ||
Total | 130,034 | 207,883 |
Rest of the world [member] | ||
SalesLineItems [Line Items] | ||
Total | € 284,760 | € 4,891 |
Sales (Details Narrative)
Sales (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
One customer [member] | ||
SalesLineItems [Line Items] | ||
Percentage of sales | 33% | 57% |
Two customers [member] | ||
SalesLineItems [Line Items] | ||
Percentage of sales | 12% | |
Three customers [member] | ||
SalesLineItems [Line Items] | ||
Percentage of sales | 10% |
Schedule of Research And Develo
Schedule of Research And Development (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes and other explanatory information [abstract] | ||
Compensation and benefits | € 564,657 | € 447,517 |
Other research and development costs | 49,894 | 23,499 |
Capitalized R&D costs | (472,747) | (327,210) |
Total | € 141,804 | € 143,806 |
Schedule of Sales And Marketing
Schedule of Sales And Marketing (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes and other explanatory information [abstract] | ||
Compensation and benefits | € 182,889 | € 40,522 |
Contractors | 202,464 | 99,204 |
Consultancy fees | 50,926 | |
Publicity and advertisement | 85,960 | 8,991 |
Traveling expenses | 82,881 | 54,560 |
Total | € 605,120 | € 203,277 |
Schedule of General And Adminis
Schedule of General And Administrative (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IfrsStatementLineItems [Line Items] | ||
Total | € 2,654,723 | € 1,067,986 |
Compensation and benefits [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 713,031 | 220,530 |
Consultancy fees [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 713,551 | 66,645 |
Legal services [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 100,553 | |
Contractors [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 316,594 | 139,300 |
Accounting and audit services [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 51,277 | 303,239 |
Non-executive board compensation and expenses [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 200,660 | |
Depreciation and amortization [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 261,679 | 66,513 |
Automation costs [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 104,185 | 31,254 |
Freight costs [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 75,113 | 30,039 |
Office expense [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 49,086 | 28,768 |
Lease expense [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 24,754 | 10,320 |
Insurance costs [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | 78,554 | 2,600 |
Other general expenses [member] | ||
IfrsStatementLineItems [Line Items] | ||
Total | € 66,239 | € 68,225 |
Operating Expenses (Details Nar
Operating Expenses (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Notes and other explanatory information [abstract] | |
Percentage of wages and direct material | 70% |
Remaining percentage of wages and direct material capitalized | 30% |
Schedule of Other Income and Ex
Schedule of Other Income and Expense (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Income And Expense | ||
EIC subsidy | € 776,910 | |
Other subsidies | 133,579 | 136,370 |
Change in fair value of warrant liabilities | (1,408,222) | (2,635,779) |
Change in fair value of convertible notes payable | (933,623) | (180,371) |
Other income and expense | (2,655) | |
Total | € (2,210,921) | € (1,902,870) |
Government Grants (Details Narr
Government Grants (Details Narrative) - EUR (€) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Government Grants | |||||
Grants received | € 776,910 | € 672,257 | € 59,129 | € 1,508,296 | |
Government grants, description | 24-month duration with a 70% reimbursement rate |
Schedule of Key Management Pers
Schedule of Key Management Personnel Compensation (Details) - EUR (€) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes and other explanatory information [abstract] | ||
Cash based compensation | € 167,060 | € 141,560 |
Share based compensation | 603,778 | 35,000 |
Total | € 770,838 | € 176,560 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Non-adjusting event [member] € in Millions | May 15, 2024 EUR (€) |
IfrsStatementLineItems [Line Items] | |
Description of nature of non-adjusting event after reporting period | The majority of the Convertible Promissory Notes outstanding as of December 31, 2023 had a maturity date of January 1, 2024. The Company proposed and all of the Convertible Promissory Note holders agreed to extend the maturity date to March 31, 2024, in exchange for a payment, upon IPO, of 5% of the principal value of their Notes in cash. In April, all of the Convertible Promissory Note holders agreed to extend the maturity date to April 30, 2024 for additional compensation of 2% of the principal value. The Convertible Promissory Notes are currently in default; however in June 2024, the Company is seeking to extend the maturity date of April 30, 2024. The Company is seeking the Convertible Promissory Note holders’ agreement to extend the maturity date to September 1, 2024. In return, the Company will provide the Convertible Promissory Note holders additional compensation in the amount of 5% of the principal amount outstanding, payable in ADSs issued within 7 days of the IPO. In addition, the Company, will increase the discount offered to those who convert the full principal value of their Convertible Promissory Notes into RanMarine ADSs at the IPO to a 30% discount off of the IPO price. If the final IPO structure includes one or more warrants, the Convertible Promissory Note holders will receive the same warrant(s) for any principal amount that is converted into RanMarine ADSs. The Company believes that the Convertible Promissory Note holders will agree to the extension as they have done twice before |
Additional bridge loans | € 0.7 |
Notes payable | € 0.4 |
Average interest rate | 18.70% |
Convertible notes payable | € 0.3 |
Percenatge of discount rate converted into equity | 25% |
Loan maturity, description | maturity dates between August, 2024 and December, 2024 |