the historical unaudited condensed financial statements of EBAC as of September 30, 2022, for the three and nine months ended September 30, 2022, and for the period from January 8, 2021 (inception) through September 30, 2021 incorporated by reference in this Shell company Report on Form 20-F;

the historical audited financial statements of EBAC as of December 31, 2021 and for the period from January 8, 2021 (inception) through December 31, 2021 incorporated by reference in this Shell company Report on Form 20-F;

the historical unaudited condensed interim consolidated financial statements of Oculis as of September 30, 2022 and December 31, 2021, and for each of the three- and nine-month periods ended September 30, 2022 and 2021 incorporated by reference in this Shell company Report on Form 20-F;

the historical audited consolidated financial statements of Oculis as of and for the years ended December 31, incorporated by reference in this Shell company Report on Form 20-F; and

the sections entitled “EBAC Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Oculis Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and other financial information relating to EBAC and Oculis incorporated by reference in this Shell company Report on Form 20-F.

each issued and outstanding share of EBAC Class A Common Stock (including those held by the PIPE Investors) and share of EBAC Class B Common Stock were converted into one New Parent Share,

each issued and outstanding EBAC Public Warrant and EBAC Private Placement Warrant ceased to be a warrant with respect to EBAC Common Stock and were assumed by New Parent as warrants with respect to New Parent Shares on substantially the same terms (the “New Parent Warrants”),

each issued and outstanding share of Oculis common stock and preferred stock were converted into New Parent Shares at the then effective exchange ratios determined in accordance with the Business Combination Agreement and giving effect to the accumulated preferred dividends,

New Parent assumed the Convertible Loan Agreements (as defined below) and the Lenders (as defined below) exercised their conversion rights in exchange for New Parent Shares at $10.00 per share, on the same terms as the PIPE Investors, and

all outstanding and unexercised options to purchase shares of Oculis common stock were assumed by New Parent and each option was replaced by an option to purchase New Parent Shares (the “Converted Options”), and in the case of vested Company Options, additional Earnout Options. The Converted Options continued to be subject to substantially the same terms and conditions except that the number of New Parent Shares issuable and related exercise prices were adjusted by the then effective exchange ratio with all other terms remaining unchanged.

New Parent Class A common stock owned by Sponsors (2)

New Parent Class A common stock owned by public stockholders

Issuance of New Parent Class A common stock in connection with closing of the PIPE Financing

Issuance of New Parent Class A common stock in connection with closing of the Convertible Loan Agreement

Issuance of New Parent Class A common stock to Oculis stockholders in connection with Business Combination

Total (1)

3,793,995 Earnout Shares, 370,103 Earnout options, 982,004 shares of vested Conversion Options, 782,681 shares of unvested Conversion Options, 4,251,595 EBAC Public Warrants and 151,699 EBAC Private Warrants were excluded from the table above. The Earnout Shares are contingently forfeitable if the price targets are not achieved during the Earnout Period.

1,522,412 Sponsor Shares were forfeited and 74,078 Sponsors shares were transferred to certain EBAC public stockholders in connection with executing Non-Redemption Agreements at the time of closing of the Business Combination.

Common stock

Treasury stock cancelled

Common Stock after cancellation of Treasury Stock

Preferred stock

Series A

Series B1

Series B2 T1

Series B2 T2

Series B2 T3

Series C T1

Series C T2

Series C T3

Total

Assets

Non-current:

Investments held in Trust Account

Property, plant & equipment

Intangible assets

Right-of-use assets

Financial assets

Total non-current assets

Current assets

Prepaids and other receivables

Accrued income

Cash and cash equivalents

Prepaid expenses

Total current assets

Total assets

Liabilities and Equity (Deficit)

Non-current liabilities

Long-term lease liabilities

Long-term financial debt

Deferred underwriting fee payable

Derivative warrant liabilities

Deferred income tax liabilities

Class A ordinary shares subject to possible redemption

Total non-current liabilities

Total current liabilities

Trade payables

Accrued expenses and other payables

Deferred legal fees

Short-term lease liabilities

Total current liabilities

Total liabilities

Equity attributable to equity holders of the parent

Share capital

Share premium

Reserve for share-based payment

Actuarial loss on post employment benefit obligations

Treasury shares

Cumulative translation adjustments

Accumulated losses

Preference shares, $0.0001 par value; 1,000,000 shares authorized

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized

Share capital of New Parent

Total equity (deficit)

Total liabilities and equity (deficit)

Grant income

Operating income

Research and development expenses

General and administrative expenses

General and administrative expenses- related party

Operating expenses

Operating loss

Finance income

Finance expense

Exchange differences

Change in fair value of derivative warrant liabilities

Income from investments held in trust

Finance result, net

Net income/ (loss) before tax

Income tax expense

Net income/ (loss)

Basic and diluted, loss for the period attributable to equity holders

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares

Basic and diluted net income per share, Class A ordinary shares and Class B ordinary shares

Diluted weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares

Dilutes net income per share, non-reedemable Class A ordinary shares and Class B ordinary shares

Basic and diluted net loss per share, Class A common stock

Weighted average shares outstanding of Class A ordinary shares, basic and diluted

Grant income

Operating income

Research and development expenses

General and administrative expenses

General and administrative expenses- related party

Operating expenses

Operating loss

Finance income

Finance expense

Exchange differences

Change in fair value of derivative warrant liabilities

Income from investments held in trust

Offering costs associated with derivative warrant liabilities

Finance result, net

Net income/ (loss) before tax

Income tax expense

Net income/ (loss)

Basic and diluted, loss for the period attributable to equity holders

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares

Basic and diluted net income per share, Class A ordinary shares and Class B ordinary shares

Diluted weighted average shares outstanding of non-redeemable Class A ordinary shares and Class B ordinary shares

Dilutes net income per share, non-reedemable Class A ordinary shares and Class B ordinary shares

Basic and diluted net loss per share, Class A common stock

Weighted average shares outstanding of Class A ordinary shares, basic and diluted

Basis of Pro Forma Presentation

at the period end exchange rate as of September 30, 2022 of $1.00 to CHF 0.98054 for the unaudited pro forma condensed combined statement of financial position;

the average exchange rate for the period from January 1, 2022 through September 30, 2022 of $1.00 to CHF 0.95162 for the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022; and;

the average exchange rate for the period from January 8, 2021 through December 31, 2021 of $1.00 to CHF 0.91416 for the unaudited pro forma condensed combined statement of operations for the period from January 8, 2021 through December 31, 2021.

Accounting for the Business Combination

Persons affiliated with Oculis control a majority of the New Parent Board;

Oculis Shareholders have the largest voting interest;

Oculis is the largest entity based on the entity’s operations and number of employees;

Oculis’ operations prior to the Business Combination comprise the ongoing operations of New Parent; and

Oculis’ existing executive officers and senior management team comprise the executive officers and senior management team of New Parent.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position

Derived from the unaudited condensed statement of financial position as of September 30, 2022 (after applying an adjustment to convert to IFRS and translate into CHF as noted above). The US GAAP to IFRS adjustment was to reclassify the carrying value of EBAC’s Class A Common Stock subject to possible redemption to non-current liabilities under IFRS.

Derived from the unaudited consolidated statement of financial position of Oculis as of September 30, 2022.

To reflect the forfeiture of 727,096 Sponsor shares upon signing the Business Combination Agreement and an additional forfeiture of 795,316 Sponsor as a result of the level of redemptions by EBAC public shareholders.

To reflect the exchange of EBAC Class A and B Common Stock and warrants for New Parent Shares and New Parent Warrants. New Parent Shares were recorded at par value of CHF 0.01 as increase to common stock of CHF 36 thousand and a decrease to share premium in amount of CHF 36 thousand.

To reflect the payment of EBAC’s deferred underwriting fee payable as of September 30, 2022 of CHF 4.4 million incurred in connection with the EBAC initial public offering, which is payable upon completion of the Transactions. The assumed payment of CHF 4.4 million has been recorded as a reduction of deferred underwriting fee payable.

To reflect the release of investments from the trust account to cash and cash equivalents, before reflecting the actual redemptions by EBAC public shareholders to exchange their EBAC Class A Common Stock redeemed for their pro rata share of the Trust Account (see (h) below).

To reflect the payment of EBAC’s accrued expenses and other payables of CHF 1.3 million, deferred legal fees of CHF 0.3 million and a reclassification of deferred transaction cost of CHF 0.1 million that are deemed to be direct and incremental costs of the Business Combination from prepaid expenses to accumulated losses.

To reflect the reclassification of 1,249,100 shares of EBAC Class A Common Stock that were not redeemed to New Parent Class A Common Stock of CHF 12 thousand and additional paid-in capital of CHF 10.5 million.

To reflect the issuance of 7,118,891 New Parent Shares related to the PIPE Financing and 1,967,000 New Parent Shares related to the Convertible Loan Agreement at a price of CHF 9.81 or $10.00 per share, for total gross proceeds of CHF 89.1 million or $90.9 million, and to record the fees associated with deferred underwriter compensation and the consummation of the PIPE Financing in the amount of CHF 7.3 million or $7.4 million. The issuance is recorded as an increase of CHF 89.1 million to cash and cash equivalents, an increase to share capital of New Parent of CHF 91.0 thousand and an increase to share premium in amount of CHF 89.0 million. The deferred underwriter compensation and PIPE fees are recorded as a decrease to cash and cash equivalents and a decrease to share premium.

To reflect the actual redemption of 11,505,684 shares of EBAC Class A Common Stock resulting in a reduction of CHF 115.2 million or $117.5 million in cash and cash equivalents prior to the consummation of the Transactions at a redemption price of approximately CHF 10.01 or $10.21 per share.

To reflect the recapitalization of Oculis through the exchange of all outstanding common and preferred stock of Oculis for the issuance of 20,277,002 New Parent Shares and the elimination of the accumulated losses of EBAC, the accounting acquiree. As a result of the recapitalization, Oculis Common Stock of CHF 0.3 million, EBAC accumulated deficit of CHF 10.4 million and Oculis’ treasury stock of CHF 0.1 million were derecognized. The New Parent Shares issued in exchange for the common and preferred stock of Oculis was recorded as increase to common stock of CHF 203 thousand and increase to share premium of CHF 114.3 million.

To record the cost of Oculis share listing service. As described in Note 2 above, Oculis was determined to be the accounting acquirer and EBAC is not considered to be a business under IFRS 3. Therefore, Business Combination will be accounted for as the equivalent of Oculis issuing shares at the closing of the Business Combination for the net assets of EBAC as of the Acquisition Closing Date, accompanied by a recapitalization. This deemed issuance of shares by Oculis, in effect, was an equity-settled share-based payment transaction in accordance with IFRS 2 Share-based Payment (“IFRS 2”) whereby Oculis received the net assets of the EBAC together with the listing status of EBAC.

EBAC public stockholders

EBAC Sponsor Class B

EBAC Sponsor Class A

EBAC Private Warrants

EBAC Public Warrants

Redemptions of EBAC Class A ordinary shares

Sponsors shares forfeiture

Total consideration transferred

Less net assets of EBAC

Excess of net assets

As of September 30, 2022

Total assets

Actual redemption for cash

Current liabilities

Deferred underwriting fee payable

Direct and incremental transaction costs

Prepaid assets expensed to accumulated losses in connection with Business Combination

Net assets of EBAC**

The estimated fair value at closing for EBAC Common Stock and EBAC Public Warrants were CHF 10.51 or $11.19 and CHF 0.48 or $0.52 per security, respectively. Although both public and private warrants are linked to shares of EBAC Common Stock, the warrants will remain outstanding while the EBAC Common Stock will be redeemed. The values in the table above are preliminary and will change based on fluctuations in the share price of the EBAC Common Stock and EBAC Public Warrants through the Acquisition Closing Date. A one percent change in the market price per ordinary share of EBAC Common Stock and per EBAC Public Warrant would result in a change to the excess of net assets of CHF 0.4 million, and a corresponding change in the cost of the services.

Calculated based on exchange rate as of September 30, 2022 of $1.00 to CHF 0.98054. On the basis of the foreign exchange rate of $1.00 to CHF 0.9393 as of March 2, 2023, the net assets of EBAC as of September 30, 2022 translated into CHF is approximately CHF 0.3 million.

To reflect preliminary estimated transaction costs expected to be incurred by Oculis of approximately CHF 5.0 million for advisory, legal, research and accounting fees incurred as part of the Business Combination. As of September 30, 2022, CHF 1.1 million have been recorded as expenses and accrued in accrued expenses and other payables. The remaining transaction costs to be incurred of CHF 3.9 million have been accrued as September 30, 2022, of which CHF 0.9 million represent equity issuance costs capitalized and recognized net of proceeds and CHF 3.0 million included as an expense through accumulated loss (Note 4e).

To reflect preliminary estimated incremental transaction costs expected to be incurred by EBAC of approximately CHF 4.4 million for advisory, legal, research, accounting expenses incurred as part of the Business Combination. These incremental transaction costs are assumed to be cash settled and are recognized as an expense through accumulated losses as of September 30, 2022.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

Derived from the unaudited consolidated statement of loss of Oculis for the nine months ended September 30, 2022.

Derived from the audited consolidated statement of operations of EBAC for the period from January 8, 2021 (inception) through December 31, 2021 (after translating from $ into CHF).

Derived from the audited consolidated statement of loss of Oculis for the year ended December 31, 2021.

To reflect an adjustment to eliminate general and administrative expenses - related party which represent reimbursement to the Sponsor for the office space, administrative and support services provided to EBAC. The service agreement between the Sponsor and EBAC terminated in October 2022.

To reflect an adjustment to eliminate interest and dividend income earned on investments held in the trust account.

To reflect an adjustment to record the IFRS 2 Oculis share listing service cost described in Note 3j of CHF 37.0 million for the year ended December 31, 2021.

To reflect an adjustment to eliminate finance expense on accrued dividends for Series B and C preferred shares assuming that preferred shares exchanged for the New Parent Shares.

To reflect the estimated Oculis transaction costs of CHF 3.0 million expensed as part of the Business Combination (Note 3k). These costs are a nonrecurring item.

To reflect pro forma adjustment to derecognize the currency exchange gain and loss from revaluation of the Series C long-term liability assuming preferred shares exchanged for the New Parent Shares.

The pro forma basic and diluted net loss per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of New Parent Shares outstanding as if the Transactions occurred on January 1, 2021. The calculation of weighted-average shares outstanding for pro forma basic and diluted net loss per share assumes that the shares issuable in connection with the Transactions have been outstanding for the entirety of the statements of operations periods presented.

Weighted-average shares calculation - basic and diluted

New Parent Class A common stock owned by Sponsors

New Parent Class A common stock owned by public stockholders

Issuance of New Parent Class A common stock in connection with closing of the PIPE Financing

Issuance of New Parent Class A common stock in connection with closing of the Convertible Loan Agreement

Issuance of New Parent Class A common stock to Oculis stockholders in connection with Business Combination

Pro forma weighted-average shares outstanding - basic and diluted

Pro forma net loss for the nine months ended September 30, 2022 (in CHF thousands)

Pro forma basic and diluted net loss per share for the nine months ended September 30, 2022, Class A common stock (1)

Pro forma net loss for the year ended December 31, 2021 (in CHF thousands)

Pro forma basic and diluted net loss per share for the year ended December 31, 2021, Class A common stock (1)

3,793,995 Earnout Shares are excluded from the table above because the shares are contingently forfeitable if the price targets are not achieved during the Earnout Period. 370,103 Earnout options, 982,004 shares of vested Conversion Options, 782,681 shares of unvested Conversion Options, 4,251,595 EBAC Public Warrants and 151,699 EBAC Private Warrants were excluded as they are anti-dulutive.