Filed Pursuant to Rule 424(b)(3)
Registration No. 333-254630

PROSPECTUS

6,666,665 ORDINARY SHARES

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus, including their donees, pledgees, transferees or their successors, of 6,666,665 ordinary shares of Global Blue Group Holding AG, a public company incorporated under the laws of Switzerland (the “Company”).

The Company will not receive any proceeds from the sale of the securities by the selling securityholders. However, the Company will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the selling securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus. The selling securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

Our ordinary shares are listed on the New York Stock Exchange under the symbol “GB”. The last reported sale price of our ordinary shares on March 26, 2021 was $12.27 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or prospectus supplements carefully before you make your investment decision.

The registration of the securities covered by this prospectus does not mean that either we or the selling securityholders will issue, offer or sell, as applicable, any of the securities. The selling securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling securityholders may sell the shares under “Plan of Distribution.”

The Company is an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, is subject to reduced public company reporting requirements.

Investing in the Company’s securities involves risks. See “Risk Factors” beginning on page 24 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

PROSPECTUS DATED MARCH 26, 2021

TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements		x
Prospectus Summary		1
Selected Consolidated Historical and Other Financial Information		10
Risk Factors		24
Unaudited Pro Forma Condensed Combined Financial Information		51
Use of Proceeds		63
Dividend Policy		64
Capitalization		65
Business		66
Management’s Discussion and Analysis of Financial Condition and Results of Operations		87
Other Information About Global Blue		124
Board of Directors and Executive Management		136
Executive Compensation		144
Description of Securities		148
Certain Relationships and Related Person Transactions		165
Major Shareholders		171
Selling Securityholders		173
Taxation		175
Plan of Distribution		183
Securities Eligible for Future Sale		188
Expenses Related to the Offering		191
Service of Process and Enforcement of Civil Liabilities Under U.S. Securities Laws		191
Legal Matters		191
Experts		191
Where You Can Find More Information		192
Index to Financial Statements		F-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Any amendment or supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such amendment or supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. See “Where You Can Find More Information.”

Neither we nor the selling securityholders have authorized any other person to provide you with different or additional information. Neither we nor the selling securityholders take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to in this prospectus have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find More Information.”

Neither we nor the selling securityholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Except as otherwise set forth in this prospectus, neither we nor the selling securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

This prospectus is part of a registration statement on Form F-1 that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, the selling securityholders may, from time to time, issue, offer and sell, as applicable, the securities described in this prospectus in one or more offerings. The selling securityholders may use the shelf registration statement to sell up to 6,666,665 ordinary shares of the Company from time to time through any means described under “Plan of Distribution.” More specific terms of any securities that the selling securityholders offer and sell may be provided in a prospectus supplement that describes, among others, the specific amounts and prices of the ordinary shares being offered and the terms of the offering.

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our use or display of other companies’ trade name or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Certain amounts that appear in this prospectus may not sum due to rounding.

i

EXCHANGE RATE PRESENTATION

Certain amounts described in this prospectus have been expressed in U.S. dollar for convenience and, when expressed in U.S. dollar in the future, such amounts may be different from those set forth in this prospectus due to intervening exchange rate fluctuations.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Global Blue’s audited consolidated financial statements included in this prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are referred to in this prospectus as “IFRS.” We refer in various places within this prospectus to non-IFRS financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Sales in Store (“SiS”), Adjusted Net Income (Group Share), Adjusted Effective Tax Rate, Adjusted Net Debt and Leverage Ratio, some of which are more fully explained in “Selected Consolidated Historical and Other Financial Information—Other Financial Data of Global Blue.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Global Blue’s consolidated financial results prepared in accordance with IFRS.

FINANCIAL STATEMENT PRESENTATION

Accounting Treatment of the Capital Reorganization

The Company was incorporated on December 10, 2019 for the purpose of effectuating the business combination (the “Business Combination”) between Far Point Acquisition Corporation (“FPAC”) and Global Blue. The transaction has first been accounted for as a capital reorganization whereby the Company is the successor to its predecessor Global Blue Group AG. As a result of the first step described above, the existing shareholders of Global Blue Group AG continued to retain control through their majority ownership of the Company.

The capital reorganization was immediately followed by the acquisition of FPAC, which is accounted for within the scope of IFRS 2 (Share-based Payment). The shares issued by the Company are recognized at fair value and recorded as consideration for the acquisition of the public shell company, FPAC. Under this method of accounting, there is no acquisition accounting and no recognition of goodwill, as a result of FPAC not being recognized as a business as defined by IFRS 3 (Business Combination) given it consisted predominantly of cash in the Trust Account. In addition, the following factors were also taken into consideration: (i) the business of Global Blue Group AG comprises the ongoing operations of the Company; (ii) Global Blue Group AG’s senior management comprise the senior management of the Company; (iii) the pre-Business Combination shareholders of Global Blue Group AG have the largest ownership of the Company and the right to appoint the highest number of members to the board of directors of the Company (the “Board of Directors”) relative to other shareholders; and (iv) the headquarters of the Company is that of Global Blue Group AG.

Application of Newly Adopted Accounting Standards

From April 1, 2018 onward, Global Blue has adopted IFRS 9 (Financial Instruments), IFRS 15 (Revenue from Contracts with Customers) and IFRS 16 (Leases), selecting the modified retrospective approach. Therefore, Global Blue has not restated its financial information as of and for the financial year ended March 31, 2018 or any prior periods for these new standards and, as a result, the information for such periods is not fully comparable to the financial information of Global Blue as of and for the financial years ended March 31, 2019 and 2020.

ii

Restatement

Global Blue’s historical audited consolidated financial statements for the year ended March 31, 2020 have been restated. See Note 1 to Global Blue’s audited consolidated financial statements included elsewhere in this prospectus.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are directly attributable to the Business Combination, factually supportable and, with regards to the unaudited pro forma condensed combined income statement, are expected to have a continuing impact on the results of the Company.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies always been combined for the historical periods presented here. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the future financial position and results that the Company will experience. Global Blue Group AG and FPAC did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

INDUSTRY AND MARKET DATA

In this prospectus, we present industry data, information and statistics regarding the markets in which Global Blue competes as well as Global Blue’s analysis, conducted prior to the COVID-19 pandemic, of statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data pertaining to Global Blue’s business and markets, including information obtained from the OECD, Euromonitor, the World Bank, the International Air Transport Association and Tourism Economics (collectively, “Industry Analysis”). Such information is supplemented where necessary with Global Blue’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Global Blue’s management’s judgment where information is not publicly available. This information appears in “Prospectus Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and other sections of this prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

iii

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, references to the “Company” are to Global Blue Group Holding AG, whereas references to “Global Blue,” “we,” “us,” or “our” are to Global Blue Group Holding AG and its subsidiaries for the period from August 28, 2020, Global Blue Group AG and its subsidiaries from March 16, 2018 to August 27, 2020, and Global Blue Investment & Co S.C.A. and its subsidiaries from August 1, 2012 to March 15, 2018.

In this prospectus:

“2012 GB Acquisition” means the acquisition on August 1, 2012 of Global Blue Luxembourg Holdings S.à r.l. by funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group.

“2021 PIPE Transactions” means the purchase of a total of 6,666,665 ordinary shares of Global Blue pursuant to the share purchase and subscription agreements between the Company and certain investors.

“Acquirer(s)” means a financial institution that processes credit or debit card payments on behalf of a merchant.

“Adjusted Net Debt” means the aggregate principal amount of non-current loans and borrowings, less cash and cash equivalents.

“Amendment Letter” means an amendment letter dated January 14, 2020 amending and restating the Facilities Agreement entered into by Global Blue with, among others, BNP Paribas (Suisse) S.A., Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank International Limited, Royal Bank of Canada, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, Credit Suisse International and JPMorgan Chase Bank N.A., London branch, as amendment participating lenders, and RBC Europe Limited, as agent and security agent.

“AML” means anti-money laundering.

“Ant” or “Strategic Secondary 2020 PIPE Investor” means Antfin (Hong Kong) Holding Limited.

“APAC” means the Asia Pacific region.

“ATM” means automated teller machines.

“AVPS” means added-value payment solutions.

“Backstop Provider” means Cloudbreak Aggregator LP, a Cayman Islands limited partnership that is the managing member of the Founder and an affiliate of Third Point.

“Best-rate guarantee” means Global Blue’s best-rate guarantee, which allows an international shopper to be refunded the difference between Global Blue’s transaction fee and that of its issuing bank.

“C-PECs” means convertible preferred equity certificates.

“CAGR” means compounded annual growth rate.

“Cayman Holdings” means Global Blue Holding L.P., a Cayman Islands exempted limited partnership.

iv

“Closing” means the closing of the transactions contemplated by the Merger Agreement and the share purchase and contribution agreements with certain PIPE investors, which occurred on August 28, 2020.

“Code” means the Internal Revenue Code of 1986, as amended.

“Compensation Ordinance” means the Swiss Compensation Ordinance.

“Conversion Agreement” means the conversion agreement, dated August 28, 2020, by and among the Company and each of the Seller Parties in respect of the Series A Preferred Shares which grants the holders put rights and the Company call rights and redemption rights.

“Currency Select” means Currency Select Pty Limited (previously, Travelex Outsourcing Pty Limited).

“DCC” means dynamic currency conversion.

“drive-to-store” means data-driven and high-impact marketing solutions to increase brand awareness and increase international shopper footfall for merchants.

“DTC” means The Depository Trust Company.

“eDCC” means e-commerce dynamic currency conversion.

“eligible SiS” means SiS that are eligible for VAT refund.

“EMEA” means Europe, Middle East and Africa.

“eTFS” means electronic TFS.

“EU” means European Union.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Executive Management” means members of the executive management of Global Blue. See “Board of Directors and Executive Management.”

“Facilities” means the Term Loan Facility and the Revolving Credit Facility.

“Facilities Agreement” means the term and revolving credit facilities agreement dated October 25, 2019 entered into by Global Blue, with, among others, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, BNP Paribas (Suisse) S.A., J.P. Morgan Securities PLC, Morgan Stanley Bank International Limited and Royal Bank of Canada, as mandated lead arrangers, and RBC Europe Limited, as agent, and as amended and restated by the Amendment Letter.

“Founder” means Far Point LLC, a Delaware limited liability company, an initial stockholder of FPAC and the primary holder of FPAC Class B Common Stock before the Business Combination.

“FPAC Class A Common Stock” means FPAC’s Class A common stock, par value $0.0001 per share.

“FPAC Class B Common Stock” means FPAC’s Class B common stock, par value $0.0001 per share.

“FPAC IPO” means the initial public offering of Units of FPAC, consummated on June 14, 2018.

“GDPR” means the EU’s General Data Protection Regulation 2016/679, as amended.

v

“Global Blue Warrants” means existing warrants of the Company that entitle the holder thereof to purchase for $11.50 one ordinary share (subject to adjustment in accordance with the Warrant Agreement).

“Globetrotter” means SL Globetrotter, L.P., a Cayman Islands exempted limited partnership.

“GST” means goods and services tax.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Industry Analysis” means Global Blue’s analysis, conducted prior to the COVID-19 pandemic, of the sources of statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to Global Blue’s business and markets, including information obtained from the OECD, Euromonitor, the World Bank, the International Air Transport Association and Tourism Economics.

“international shopper” means international travelers shopping abroad.

“Liquidity Loans” means loans in an aggregate amount of $75 million that may be extended under the Supplemental Liquidity Facility.

“Management Roll-up” means, prior to the Closing, pursuant to the Management Shareholders Agreement, a series of exchange and contribution transactions involving Global Blue Group AG and certain of its subsidiaries, through which the Management Sellers became shareholders of the Company.

“Management Sellers” means the individuals who are parties to the Merger Agreement as “Management Sellers.”

“Management Shareholders Agreement” means the management shareholders agreement dated January 16, 2020, and amended by the management shareholders agreement deed of amendment dated August 26, 2020, by and among Cayman Holdings, Globetrotter, the Company, Mr. Jacques Stern (as management representative) and Estera Trust (Jersey) Limited (as trustee of the Global Blue Equity Plan Employee Trust).

“MCC” means Mobile Customer Care.

“MCP” means multi-currency processing.

“Merger” means the merger of Global Blue US Merger Sub Inc. with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Company following the merger.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 16, 2020, by and among FPAC, Globetrotter (both as itself and as the GB Shareholders’ Representative), the Company, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc., Cayman Holdings, the Management Sellers, Global Blue Group AG, Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative, the Founder, and Jacques Stern, solely in his capacity as the Management Representative, as such agreement may be amended or otherwise modified from time to time in accordance with its terms.

“minimum purchase amount” or “MPA” means the minimum transaction size for transactions and goods to be eligible for VAT refunds.

“MIP” means the management incentive plan adopted as part of the Business Combination.

“NC-PEC” means non-convertible preferred equity certificates.

vi

“NYSE” means the New York Stock Exchange.

“OECD” means the Organization for Economic Co-operation and Development.

“p.p.” means percentage point(s).

“Partners Group” means Partners Group AG (or its affiliates).

“PCI DSS” means Payment Card Industry Data Security Standard.

“POS” means point-of-sale.

“price differential” means the difference in price between products in destination countries compared to international shoppers’ origin countries.

“Primary 2020 PIPE Investor” or “Manulife” means Manulife Investment Management Limited and/or the funds managed by it, as applicable.

“Prior Facilities” means the prior term loan facility and the prior revolving credit facility that were each governed by the Prior Facilities Agreement.

“Prior Facilities Agreement” means the senior facilities agreement dated July 26, 2012 (as subsequently amended, re-stated and conformed).

“Private Placement Warrants” means the Warrants sold to the Founder in a private placement in connection with the FPAC IPO.

“PSP(s)” means payment services provider.

“Public Warrants” means Warrants included in Units sold in the FPAC IPO.

“Refinancing” means the refinancing of Global Blue’s bank indebtedness under the Prior Facilities pursuant to the Facilities Agreement.

“Registration Rights Agreement” means the agreement dated August 28, 2020, between the Company, Third Point, the Seller Parties and certain other parties thereto, including Thomas W. Farley, with respect to our ordinary shares and other Company securities, including Global Blue Warrants and Series A Preferred Shares, received by such parties in connection with the Business Combination (together with any securities issued in connection with any stock split or subdivision, stock dividend, distribution or similar transaction with respect thereto, the “Registrable Securities”).

“Relationship Agreement” means the second amended and restated relationship agreement dated September 7, 2020, between the Company, Globetrotter and the Strategic Secondary 2020 PIPE Investor.

“Revolving Credit Facility” means a €100 million revolving credit facility governed by the Facilities Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Seller Parties” means Globetrotter, Cayman Holdings and the Management Sellers.

vii

“Series A Preferred Shares” means the Series A preferred shares of the Company, which may be converted into ordinary shares of the Company, under certain circumstances, on a cashless and one-for-one basis.

“Shareholders Agreement” means that certain agreement, dated August 28, 2020, made in connection with the transaction contemplated by the Merger Agreement, by and among Cayman Holdings, Globetrotter, Thomas W. Farley and certain members of management of the Company.

“Silver Lake” means Silver Lake Management Company III, L.L.C. (or its affiliates).

“SiS” means sales in store, a key performance indicator which reflects either (i) the value (including VAT) of goods purchased by the international shopper at the POS in the TFS business or (ii) the value (including VAT) of the payments made by the international shoppers at the POS in the AVPS business.

“Southeast Asia” means Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam.

“Supplemental Liquidity Facility” means the supplemental liquidity facility for $75 million that Globetrotter and Cayman Holdings made available to Global Blue on the terms and conditions of a loan agreement dated September 30, 2020.

“Term Loan Facility” means a €630 million term loan facility governed by the Facilities Agreement.

“TFS” means third-party serviced tax-free shopping.

“TFS business” means Tax Free Shopping Technology Solutions.

“third-party serviced” means VAT refunds conducted by TFS providers, excluding VAT refunds conducted in-house by merchants.

“Third Point” means Third Point LLC and/or its affiliates, as applicable.

“Transaction” or “Transactions” means the transactions contemplated by the Merger Agreement and the share purchase and contribution agreements with the PIPE investors that occurred at or immediately prior to the Closing, including the Merger.

“Trust Account” means the trust account that held a portion of the proceeds of the FPAC IPO.

“U.S.” means the United States of America.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Units” means Units issued in the FPAC IPO, each consisting of one share of FPAC Class A Common Stock and one-third of one Warrant.

“VAT” means value added tax.

“Waiver Letter” means the waiver letter dated July 13, 2020 that accompanied a proposal of Silver Lake to FPAC to improve the liquidity position of Global Blue.

“Warrant Agreement” means the warrant agreement, dated June 11, 2018, between FPAC and the warrant agent named therein, as modified by a warrant assumption agreement, dated August 28, 2020, by and among FPAC, the Company and Continental Stock Transfer & Trust Company, as warrant agent.

viii

“Warrants” means warrants, under the terms of the Warrant Agreement, to purchase FPAC Class A Common Stock issued in the FPAC IPO and simultaneous private placements. Each whole warrant entitled the holder thereof to purchase one share of FPAC Class A Common Stock at a price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement) and upon the Closing became a Global Blue Warrant.

CONVENTIONS WHICH APPLY TO THIS PROSPECTUS

In this prospectus, unless otherwise specified or the context otherwise requires:

“$,” “USD” and “U.S. dollar” each refers to the United States dollar;

“€,” “EUR” and “euro” each refers to the lawful currency of certain participating member states of the European Union; and

“CHF” and “Swiss franc” each refers to the legal currency of Switzerland.

ix

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus constitute forward-looking statements that do not directly or exclusively relate to historical facts. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following:

• currency exchange rate risk, including commercial risk if certain currency zones become less attractive for inbound international shoppers;

• dependence on international travel;

• dependence on overall level of consumer spending;

• the impact of the COVID-19 pandemic on international travel and similar health-related travel disruptions;

• dependence on the skills, experience and efforts of senior management and key personnel, and negative impact of COVID-19 cost saving measures;

• sensitivity of net working capital to short-term, month-to-month volume growth, and short-term, temporary surge of net working capital;

• decrease in VAT rates or changes in VAT or VAT refund policies;

• changes to regulatory environment, licensing requirements and government agreements;

• adaptation and enhancement of our existing technology offerings and continued resilience and uptime of underlying technology platform;

• loss of merchant accounts to our competitors due to the competitive market;

• disintermediation of TFS processes;

• price harmonization or convergence between destination markets and home markets;

• taxation in multiple jurisdictions, which is complex and often requires making subjective determinations subject to scrutiny by, and disagreements with, tax regulators;

• adverse competition law rulings;

• integrity, reliability and efficiency of Global Blue’s internal controls and procedures;

• dependence of TFS business on airport concessions and agreements with agents;

• risks associated with operating in emerging markets;

• risks associated with strategic arrangements or investments in joint ventures with third parties;

• loss through physical disaster, data security breach, computer malfunction or sabotage;

• reliance of AVPS business on relationships with Acquirers and involvement of card schemes;

• counterparty risk and credit risk;

x

• losses from fraud, theft and employee error;

• inability to attract, integrate, manage and retain qualified personnel or key employees;

• complex and stringent data protection and privacy laws and regulations;

• AML, sanctions and anti-bribery laws and regulation and related compliance costs and third-party risks;

• risks relating to intellectual property;

• litigation or investigations involving us, and resulting material settlements, fines or penalties;

• event of default resulting from failure to comply with covenants or other obligations contained in the Facilities Agreement, and failure to repay or refinance the outstanding debt under the Facilities Agreement when due;

• reliance on our operating subsidiaries to provide funds necessary to meet our financial obligations, and the constraint on our ability to pay dividends;

• restrictions imposed on our business by our indebtedness, and the risk that a significant increase in our indebtedness could result in changes to the terms on which credit is extended to us;

• inability to execute strategic plans due to inability to generate sufficient cash flow;

• interest rate risks;

• currency translation and transaction risk;

• impairment of intangible assets;

• significant drop in market price of our securities due to future sales of our securities, or the perception of future sales;

• increase in the number of securities eligible for future resale in the public market and dilution to our shareholders as a result of the Global Blue Warrants becoming exercisable for and Series A Preferred Shares being convertible into ordinary shares;

• junior ranking of the ordinary shares compared to the Series A Preferred Shares with respect to the payment of dividends and amounts payable in the event of our liquidation;

• volatility in the trading price of our securities;

• reports published by analysts, including projections in those reports that differ from our actual results;

• continued listing of our securities on the NYSE;

• information permitted to be filed and corporate governance practices permitted to be followed as a result of being a “foreign private issuer” under the rules and regulations of the SEC;

• limited availability of attractive takeover proposals due to provisions in the Company’s articles of association and Swiss law;

• inability to remediate material weaknesses in internal control over financial reporting and failure to maintain an effective system of internal controls, and the inability to accurately or timely report our financial condition or results of operations;

• failure to maintain an effective system of internal control over financial reporting, and loss of securityholder confidence in our financial and other public reporting from inability to accurately report our financial results or prevent fraud;

• significant decreases or fluctuations in price of our securities from fluctuations in operating results, quarter-to-quarter earnings and other factors, including incidents involving our customers and negative media coverage;

xi

• lack of development of a market for the Company’s securities;

• issuance by the Company of additional shares or other securities without shareholder approval;

• the control by Silver Lake over us, and potential differences in the interests pursued by Silver Lake from the interests of our other securityholders;

• higher costs as a result of being a public company;

• requirement for prior consent of or post-closing notification to the Bank of Italy, as well as restrictions and other requirements, for acquiring a direct or indirect substantial stake in our share capital, for so long as Global Blue Currency Choice Italia S.r.l. (“GBCCI”) holds a license from the Bank of Italy;

• limited ability of securityholders to bring an action against the Company or against its directors or officers or to enforce a judgment against the Company or them, due to the Company’s incorporation in Switzerland, the Company conducting a majority of its operations outside of the United States and the majority of the Company’s directors and officers residing outside the United States;

• lack of application to the Company of certain protections of Swiss law applicable to Swiss domestic listed companies;

• status as an “emerging growth company,” and reduced disclosure and governance requirements applicable to emerging growth companies;

• applicability of Swiss withholding tax to dividend distributions or share repurchases;

• adverse U.S. federal income tax consequences to a U.S. person from owning at least 10% of the ordinary shares (as such term is defined under “Taxation—Material U.S. Federal Income Tax Considerations to U.S. Holders”); and

• U.S. federal income tax consequences to U.S. Holders (as such term is defined under “Taxation—Material U.S. Federal Income Tax Considerations to U.S. Holders”) of the ordinary shares if the Company is a passive foreign investment company for U.S. federal income tax purposes for any taxable year.

These and other factors are more fully discussed under “Risk Factors” and elsewhere in this prospectus. These risks could cause actual results to differ materially from those implied by forward-looking statements in this prospectus.

You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We do not undertake any obligation to update or revise any forward-looking statements after the date of this prospectus, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this prospectus or elsewhere might not occur.

xii

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in the Company’s securities. Before making an investment decision, you should read this entire prospectus carefully, especially “Risk Factors” and the financial statements and related notes thereto, and the other documents to which this prospectus refers. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” for more information.

Our Group

Global Blue serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international shoppers, which has been driven by multiple long-term macroeconomic tailwinds. Global Blue established the concept of TFS in Sweden in 1980 and has emerged as both a global leader (based on its share of the TFS segment) and a pioneer in technology for TFS. Global Blue also offers AVPS, including DCC, for which Global Blue is a leading provider. As of March 31, 2020, Global Blue operated across more than 50 countries. For the financial year ended March 31, 2020, Global Blue enabled approximately 29 million international shoppers to claim VAT refunds on international shopping or complete international transactions in their home currency. At its core, Global Blue is a technology platform that serves a network of more than 400,000 merchant stores globally through both TFS and AVPS, facilitating 66 million transactions amounting to €22.9 billion (for the financial year ended March 31, 2020) and delivering economic benefits to a complex ecosystem of merchants, international shoppers and customs and tax authorities.

The ongoing COVID-19 pandemic is having a significant negative impact on Global Blue’s financial condition, revenues and results of operations. See “—Recent Developments” and “Risk Factors.”

Recent Developments

COVID-19

A novel strain of coronavirus (with the resulting illness referred to as COVID-19), that was first identified in China in December 2019 and began to receive widespread international coverage in January 2020, has resulted in governments adopting preventative measures, businesses voluntarily choosing or being mandated to temporarily close their operations and limit business-related travel, and individuals deciding to postpone or cancel leisure travel on an unprecedented scale. However, following the recent approvals of various COVID-19 vaccines and progressive roll-out of vaccination, it is expected that shops will re-open and international travel will resume gradually over time. See, in particular, “Risk Factors—Risks Related to Global Blue’s Industry, Business and Regulatory Environment—The COVID-19 pandemic has resulted in significantly decreased activity in the international travel and extra-regional shopping sectors and, as a result, has had a significant negative impact on Global Blue. The effects of COVID-19 are expected to continue to have a negative impact on Global Blue’s business, results of operations and financial condition until the pandemic and health concerns subside and the related preventative measures are lifted” and “Other Information About Global Blue” as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Global Blue Credit Ratings

In March 2020, Moody’s downgraded Global Blue’s corporate family rating to B2 from B1 and placed the rating on negative outlook. In April 2020, S&P Global also downgraded Global Blue’s long-term issuer and senior secured debt ratings to B+ (with a stable outlook) from BB- (with a stable outlook). In June 2020, S&P

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Global further downgraded Global Blue’s long-term issuer and senior secured debt ratings to B (with a negative outlook). Moody’s followed with a downgrade of Global Blue’s corporate family rating to B3 and placed the rating on negative outlook in August 2020. These rating actions reflected the agencies’ expectations of the impact of COVID-19 and subsequent recovery. In September 2020, each of Moody’s and S&P Global withdrew their respective rating, but S&P Global noted that the refinancing of Global Blue’s term loan pushed the maturity of its long-term indebtedness to 2025.

Litigation Involving Certain 2020 PIPE Investors

The Company, FPAC and certain PIPE investors entered into share subscription agreements pursuant to and on the terms and subject to the conditions of which the PIPE investors committed to subscribe for and purchase, concurrently with the Closing, in the aggregate, 12,500,000 ordinary shares for $10.00 per share or an aggregate purchase price of $125 million.

Certain of the PIPE investors who had committed to subscribe for in aggregate $110 million of our ordinary shares did not consummate their subscriptions, alleging the failure of certain closing conditions in their share subscription agreements to be satisfied. The Company and Globetrotter have commenced litigation with each of such investors for breach of contract. The litigation with each of such investors is in its early stages, and the outcome of the Company’s and Globetrotter’s claims cannot be predicted.

Business Combination

On August 28, 2020, the Business Combination was consummated. As part of the Business Combination, Globetrotter, Cayman Holdings and the Management Sellers undertook a series of transactions pursuant to which they sold, exchanged and contributed their ordinary shares of Global Blue Group AG for a mix of cash, ordinary shares of the Company and preferred shares of the Company. In addition, Global Blue US Merger Sub Inc., a wholly owned indirect subsidiary of the Company, merged with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly owned indirect subsidiary of the Company following the merger. As part of the transactions described above, a newly formed, wholly owned subsidiary of the Company, organized as a Swiss GmbH (“New GmbH”), acquired all of the outstanding ordinary shares of Global Blue Group AG, either directly from the Seller Parties, or as a contribution from the Company of shares of Global Blue Group AG acquired by it, and Global Blue Group AG became a wholly owned subsidiary of New GmbH. As part of the Business Combination, the Warrants of FPAC became Global Blue Warrants.

Conversion of Certain Series A Preferred Shares

In connection with the Business Combination, which was consummated on August 28, 2020, Globetrotter committed to FPAC in the Waiver Letter to convert certain Series A Preferred Shares that would be held by the holders thereof following the closing of the Business Combination. On December 16, 2020, Globetrotter and certain other holders of Series A Preferred Shares completed the conversion of 5,929,477 Series A Preferred Shares into ordinary shares of the Company on a one-for-one basis in satisfaction of the commitments made in the Waiver Letter. This represents 25% of the Series A Preferred Shares issued at Closing.

Facilities Agreement Waiver

On February 3, 2021, to preserve financial flexibility in light of the ongoing COVID-19 pandemic, we obtained a waiver from our lenders (the “Facilities Agreement Lenders”) under the Facilities Agreement.

The waiver provides that the semi-annual total net leverage financial covenant under the Facilities Agreement shall not be tested on the first two test dates, which would have been September 30, 2021 and

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March 31, 2022 as originally envisaged by the Facilities Agreement. The financial covenant will now instead be tested for the first time on September 30, 2022.

In connection with the Facilities Agreement Lenders’ agreeing to the terms of the waiver, we agreed that for the period from (and including) September 30, 2021 to (and excluding) September 30, 2022 (the “Waiver Period”), we shall ensure that the liquidity (being the aggregate amount of cash and cash equivalents and the aggregate amount available to us on a committed or uncommitted basis for utilization under any facilities or other debt or equity financing) on the last day of each calendar month (or, if such day is not a business day, then on the next succeeding business day) shall not be less than €35,000,000 (the “Liquidity Condition”).

The Liquidity Condition shall cease to apply if our revenues for any calendar month first being equal to or more than an amount equal to 40% of our revenues for the pre-COVID-19 period, namely the corresponding calendar month during the period from (and including) February 1, 2019 to (and including) January 31, 2020. If the Liquidity Condition is not met, we can cure a breach of the Liquidity Condition with the proceeds of equity or subordinated debt contributions or any other source available to us.

We have also agreed that we will deliver to the agent under the Facilities Agreement for distribution to the Facilities Agreement Lenders, a copy of any of our unaudited consolidated financial statements for any financial quarter ending during the period from (and including) February 3, 2021 to the last date of the Waiver Period which are publicly filed by us and made available to our shareholders on the later of (i) the date such financial statements are filed and made available and (ii) the date falling 60 days after the end of the relevant financial quarter.

2021 PIPE Transactions and the ZigZag Acquisition

On March 4, 2021, we and certain investors entered into share purchase and subscription agreements, pursuant to and on the terms and subject to the conditions of which the investors committed to subscribe for and purchase a total of 6,666,665 ordinary shares for an aggregate purchase price of $70,000,000, at $10.50 per share, payable in cash. The 2021 PIPE Transactions closed on March 22, 2021. The proceeds from such subscriptions and purchases were used to finance the acquisition of ZigZag Global Limited (“ZigZag Global”), which closed on March 19, 2021. ZigZag Global is a leading Software-as-a-Service (SaaS) technology platform that helps retailers manage worldwide e-commerce returns and exchanges more profitably, and consumers to enjoy a smoother and enhanced return experience. With both companies operating in the retail industry, Global Blue believes it can leverage its merchants relationships to further accelerate ZigZag Global’s adoption and, similarly, ZigZag Global is expected to enhance Global Blue’s own value proposition to its merchants.

Implications of Being an “Emerging Growth Company” and a “Foreign Private Issuer”

The Company qualifies as an “emerging growth company” as defined in the JOBS Act. As an “emerging growth company,” the Company may take advantage of certain exemptions from specified disclosure and other requirements that are otherwise generally applicable to public companies. These exemptions include:

• not being required to comply with the auditor attestation requirements for the assessment of our internal control over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

• reduced disclosure obligations regarding executive compensation; and

• not being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of any golden parachute payments not previously approved.

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We may take advantage of these reporting exemptions until it is no longer an “emerging growth company.” The Company will remain an “emerging growth company” until the earlier of: (i) the last day of the financial year (a) following the fifth anniversary of the completion of the FPAC IPO, (b) in which it has total annual gross revenue of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of the Company’s shares that is held by non-affiliates exceeds $700 million as of the last day of the second financial quarter of such financial year, and (ii) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

The Company is also considered a “foreign private issuer” and will report under the Exchange Act as a non-U.S. company with “foreign private issuer” status. This means that, even after the Company no longer qualifies as an “emerging growth company,” as long as it qualifies as a “foreign private issuer” under the Exchange Act, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:

• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

• the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

We may take advantage of these reporting exemptions until such time as we are no longer a “foreign private issuer.” The Company could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of the Company’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of the Company’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of the Company’s assets are located in the United States; or (iii) the Company’s business is administered principally in the United States.

We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained in this prospectus may be different from the information you receive from our competitors that are public companies, or other public companies in which you have made an investment.

Summary Risk Factors

Investing in the Company’s securities entails a high degree of risk as more fully described under “Risk Factors.” You should carefully consider such risks before deciding to invest in the Company’s securities. These risks include, among others:

• Global Blue is subject to currency exchange rate risk in the conduct of its business;

• Global Blue’s business is highly dependent on international travel;

• Global Blue’s business is dependent on the overall level of consumer spending, which is affected by general economic conditions and spending patterns;

• The COVID-19 pandemic has resulted in significantly decreased activity in the international travel and extra-regional shopping sectors and, as a result, has had and are expected to continue to have a significant negative impact on Global Blue;

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• Global Blue’s success is dependent on the skills, experience and efforts of its senior management and key personnel, and any COVID-19 cost-saving measures undertaken by Global Blue may negatively impact its business;

• Global Blue’s net working capital is sensitive to short-term, month-to-month volume growth, and any rapid volume growth associated with the recovery from the COVID-19 pandemic or for any other reason unrelated to the pandemic would lead to a short-term, temporary surge of its net working capital;

• A decrease in VAT rates or changes in VAT or VAT refund policies in countries in which Global Blue operates could negatively affect Global Blue’s business;

• Changes in the regulatory environment, licensing requirements and government agreements could adversely affect Global Blue’s business;

• Global Blue must continually adapt and enhance its existing technology offerings and ensure continued resilience and uptime of its underlying technology platform to remain competitive in its industry;

• Global Blue operates in a competitive market and Global Blue may lose merchant accounts;

• Global Blue’s business may be adversely affected by disintermediation of TFS processes;

• Price harmonization or convergence between destination markets and home markets may adversely affect Global Blue’s business;

• Global Blue is subject to taxation in multiple jurisdictions, which is complex and often requires making subjective determinations subject to scrutiny by, and disagreements with, tax regulators;

• Adverse competition law rulings could restrict Global Blue’s ability to expand or to operate its business as it wishes and could expose Global Blue to fines or other penalties;

• The integrity, reliability and efficiency of Global Blue’s internal controls and procedures may not be guaranteed;

• Global Blue’s TFS business is dependent on its airport concessions and agreements with agents;

• Global Blue operates in emerging markets and is exposed to risks associated with operating in such markets;

• Global Blue may be adversely affected by risks associated with strategic arrangements or investments in joint ventures with third parties;

• Global Blue’s business is subject to loss through physical disaster, data security breach, computer malfunction or sabotage;

• Global Blue’s AVPS business relies on relationships with Acquirers and on the involvement of card schemes;

• Global Blue is subject to counterparty risk and credit risk;

• Global Blue is subject to losses from fraud, theft and employee error;

• Global Blue may not be able to attract, integrate, manage and retain qualified personnel or key employees;

• Global Blue is subject to complex and stringent data protection and privacy laws and regulations;

• Global Blue’s business is subject to anti-money laundering, sanctions and anti-bribery regulations and related compliance costs and third-party risks;

• Global Blue is subject to risks relating to intellectual property;

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• Litigation or investigations involving Global Blue could result in material settlements, fines or penalties;

• Failure to comply with the covenants or other obligations contained in the Facilities Agreement could result in an event of default;

• Global Blue relies on its operating subsidiaries to provide it with funds necessary to meet Global Blue’s financial obligations and Global Blue’s ability to pay dividends may be constrained;

• Global Blue’s indebtedness imposes restrictions on Global Blue’s business;

• Global Blue’s inability to generate sufficient cash flow could affect its ability to execute its strategic plans;

• Global Blue is exposed to interest rate, currency translation and transaction risks;

• Global Blue’s consolidated financial statements include significant intangible assets which could be impaired;

• As a “foreign private issuer” under the rules and regulations of the SEC, the Company is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer”;

• Global Blue has identified material weaknesses in its internal control over financial reporting;

• If Global Blue fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud;

• Silver Lake is able to exert control over Global Blue;

• Global Blue is incurring higher costs as a result of being a public company;

• For so long as GBCCI holds a license from the Bank of Italy, acquiring a direct or indirect substantial stake in Global Blue’s share capital may require the prior consent of, or post-closing notification to, the Bank of Italy and may be subjected to restrictions and other requirements;

• Securityholders have limited ability to bring an action against the Company or against its directors and officers, or to enforce a judgment against the Company or them;

• Global Blue is an “emerging growth company” and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our ordinary shares may be less attractive to investors;

• The Company may not be able to make dividend distributions or repurchase shares without subjecting shareholders to Swiss withholding tax.

Corporate Structure

The following diagram depicts our organizational structure. Percentages refer to voting power of our ordinary shares and Series A Preferred Shares held by the respective shareholders or shareholder groups. Our ordinary shares and Series A Preferred Shares have the same voting rights. Therefore, in calculating the percentages, (a) the numerator is calculated by adding the number of our ordinary shares held by the shareholder and the number of Series A Preferred Shares held by the shareholder; and (b) the denominator is calculated by adding the aggregate number of our ordinary shares outstanding and the aggregate number of Series A Preferred

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Shares outstanding (but excluding shares held in treasury). The structure chart assumes none of the outstanding Global Blue Warrants are exercised.

(1) Reflects ordinary shares and Series A Preferred Shares held by our directors, members of Executive Management, and other employees. This includes ordinary shares and Series A Preferred Shares held by Estera Trust (Jersey) Limited as trustee on behalf of certain employees and members of management.

(2) Reflects ordinary shares and Series A Preferred Shares directly held by Globetrotter and Cayman Holdings. SL Globetrotter GP, Ltd. is the general partner of Globetrotter and Cayman Holdings. The sole shareholder of SL Globetrotter GP, Ltd. is Silver Lake Technology Associates III Cayman, L.P. The general partner of Silver Lake Technology Associates III Cayman, L.P. is Silver Lake (Offshore) AIV GP III, Ltd. Each of the entities identified in this footnote may be deemed to beneficially own the securities held by Globetrotter and Cayman Holdings.

(3) Reflects ordinary shares acquired by Ant pursuant to the share purchase and contribution agreement dated January 15, 2020 by and amongst Ant, the Company, Globetrotter and Cayman Holdings.

Corporate Information

The Company is a stock corporation (Aktiengesellschaft) incorporated under Swiss law with operations primarily in Switzerland and was incorporated in December 2019 solely for the purpose of effectuating the Business Combination, which was consummated on August 28, 2020.

Global Blue Group AG is a stock corporation (Aktiengesellschaft) incorporated under Swiss law and is domiciled in Switzerland. Global Blue Group AG was incorporated in Switzerland on March 16, 2018 and has been the consolidating entity for purposes of Global Blue’s financial statements. Prior to such time, Global Blue Investment & Co S.C.A., which is an indirect wholly owned subsidiary of Global Blue Group AG, had been the consolidating entity for purposes of Global Blue’s financial statements and the holding company of Global Blue since August 1, 2012, when funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group acquired, in aggregate, 100% of the share capital of Global Blue Luxembourg Holdings S.à r.l., the parent company of Global Blue at the time (the “2012 GB Acquisition”).

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The Company’s registered office and the mailing address of its principal executive office is Zürichstrasse 38, 8306 Brüttisellen, Switzerland and its telephone number is +41 22 363 77 40. The Company’s principal website address is www.globalblue.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this prospectus, and you should not consider it a part of this prospectus. The Company’s agent for service of process in the United States is Cogency Global Inc., located at 10 E 40th Street, New York, NY 10016.

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SUMMARY TERMS OF THE OFFERING

The summary below describes the principal terms of the offering. The “Description of Securities” section of this prospectus contains a more detailed description of the Company’s ordinary shares.

Ordinary shares being registered for resale by the selling securityholders named in this prospectus 6,666,665 ordinary shares of the Company

Ordinary shares outstanding 187,534,962, including 7,000,000 ordinary shares held in treasury (as of March 22, 2021)

Dividend policy Other than as disclosed elsewhere in this prospectus, we currently expect to retain all future earnings for use in the operation and expansion of our business and do not plan to pay any dividends on our ordinary shares in the near future. The declaration and payment of any dividends in the future will be determined by the Board of Directors in its discretion, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition, applicable law and contractual restrictions. See “Dividend Policy.”

Use of proceeds The selling securityholders will receive all of the proceeds from the sale of any ordinary shares sold by them pursuant to this prospectus. The Company will not receive any proceeds from these sales. See “Use of Proceeds.”

Market for our securities Our ordinary shares are listed on the NYSE under the symbol “GB”.

Risk factors Investing in our securities involves substantial risks. See “Risk Factors” for a description of certain of the risks you should consider before investing in the Company.

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SELECTED CONSOLIDATED HISTORICAL AND OTHER FINANCIAL INFORMATION

FPAC

This section contains the following selected historical financial information to assist you in your analysis of the financial aspects of Global Blue: FPAC’s condensed balance sheet information as of June 30, 2020, March 31, 2020, December 31, 2019 and December 31, 2018, as well as FPAC’s condensed statements of operations information for the six months ended June 30, 2020 and June 30, 2019, the three months ended March 31, 2020 and March 31, 2019, and the year ended December 31, 2019 and from February 23, 2018 (inception) through December 31, 2018. The selected historical financial information has been derived from FPAC’s (i) unaudited financial statements as of June 30, 2020 and for the six months ended June 30, 2020 and June 30, 2019, (ii) unaudited financial statements as of March 31, 2020 and for the three months ended March 31, 2020 and March 31, 2019, and (iii) audited financial statements as of December 31, 2019 and December 31, 2018 and for the year ended December 31, 2019 and the period from February 23, 2018 (inception) to December 31, 2018, included elsewhere in this prospectus.

FPAC’s financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars.

The information is only a summary and should be read in conjunction with FPAC’s financial statements and related notes contained elsewhere in this prospectus. The historical results included below and elsewhere in this prospectus are not indicative of the future performance of FPAC. Certain amounts that appear in this section may not sum due to rounding.

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SELECTED CONDENSED BALANCE SHEET INFORMATION

	As of June 30, 2020 (unaudited)		As of March 31, 2020 (unaudited)		As of December 31, 2019		As of December 31, 2018
	(in millions of US$, except share and per share data)		(in millions of US$, except share and per share data)		(in millions of US$, except share and per share data)		(in millions of US$, except share and per share data)
Assets:
Current assets:
Cash		0.5		0.7		1.1		1.7
Prepaid expenses and other current assets		0.5		0.1		0.1		0.1
Total current assets		1.0		0.8		1.2		1.8
Investments held in Trust Account		651.4		651.4		649.4		639.7
Other assets		0		0		0		0
Total Assets		652.4		652.7		650.6		641.5
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable		0.2		0.1		0		0
Accrued expenses		9.7		8.5		2.2		0.6
Income tax payable		—		0.4		—		1.5
Franchise tax payable		0.0		0.1		0.1		0.1
Total current liabilities		10.0		9.1		2.3		2.2
Deferred underwriting commissions		20.7		20.7		20.7		20.7
Total Liabilities		30.7		29.8		23.0		22.9
Commitments
Class A common stock, $0.0001 par value; 61,797,692, 62,258,819 and 61,358,834 shares subject to possible redemption at $10.00 per share at March 31, 2020, December 31, 2019 and December 31, 2018, respectively		616.7		618.0		622.6		613.6
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—		—		—
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 1,452,308, 991,181 and 1,891,166 shares issued and outstanding (excluding 61,797,692, 62,258,819 and 61,358,834 shares subject to possible redemption) at March 31, 2020, December 31, 2019 and December 31, 2018, respectively		—		—		—		—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 15,812,500 shares issued and outstanding at March 31, 2020, December 31, 2019 and December 31, 2018		0		0		0		0
Additional paid-in capital		0		0		0		0.4
Retained earnings		5.0		5.0		5.0		4.6
Total stockholders’ equity		5.0		5.0		5.0		5.0
Total Liabilities and Stockholders’ Equity		652.4		652.7		650.6		641.5

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SELECTED CONDENSED STATEMENTS OF OPERATIONS INFORMATION

	For the six months ended June 30, 2020 (unaudited)			For the six months ended June 30, 2019 (unaudited)			For the three months ended March 31, 2020 (unaudited)			For the three months ended March 31, 2019 (unaudited)			For the year ended December 31, 2019			For the period from February 23, 2018 (inception) through December 31, 2018
	(in US$ millions, except share and per share data)			(in US$ millions, except share and per share data)			(in US$ millions, except share and per share data)			(in US$ millions, except share and per share data)			(in US$ millions, except share and per share data)			(in US$ millions, except share and per share data)
General and administrative costs		(8.0	)		(1.1	)		(6.6	)		(0.3	)		(2.1	)		(1.0	)
Franchise tax expense		(0.1	)		(0.1	)		0			(0.1	)		(0.2	)		(0.1	)
Loss from operations		(8.1	)		(1.2	)		(6.6	)		(0.4	)		(2.3	)		(1.1	)
Interest and investment income		2.7			8.1			2.5			3.8			14.4			7.2
Income (loss) before income tax expense		(5.4	)		6.9			(4.1	)		3.4			12.1			6.1
Income tax expense		(0.5	)		(1.7	)		(0.5	)		(0.8	)		(3.0	)		(1.5	)
Net income (loss)		(5.9	)		5.1			(4.6	)		2.6			9.1			4.6
Weighted average shares outstanding of Class A common stock		63,250,000			63,250,000			63,250,000			63,250,000			63,250,000			63,250,000
Basic and diluted net income per share, Class A		0.03			0.10			0.03			0.05			0.18			0.09
Weighted average shares outstanding of Class B common stock		15,812,500			15,812,500			15,812,500			15,812,500			15,812,500			15,812,500
Basic and diluted net loss per share, Class B		(0.51	)		(0.07	)		(0.41	)		(0.02	)		(0.13	)		(0.06	)

Global Blue

This section contains the following selected historical financial information: Global Blue’s unaudited condensed consolidated financial statement data as of December 31, 2020 and for the nine months ended December 31, 2020 and 2019 and Global Blue’s consolidated financial statement data as of and for the financial years ended March 31, 2020, 2019 and 2018. These are derived from Global Blue’s audited and unaudited consolidated financial statements, included elsewhere in this prospectus. Global Blue’s historical audited consolidated financial statements for the year ended March 31, 2020 have been restated. See Note 1 to Global Blue’s audited consolidated financial statements included elsewhere in this prospectus.

Global Blue’s audited consolidated financial statements have been prepared in accordance with IFRS and are presented in euro.

The information is only a summary and should be read in conjunction with Global Blue’s consolidated financial statements and related notes contained elsewhere in this prospectus and the discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this prospectus are not indicative of the future performance of Global Blue. Certain amounts that appear in this section may not sum due to rounding.

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SELECTED CONSOLIDATED INCOME STATEMENT DATA

	For the Nine Months Ended December 31,						For the Financial Year Ended March 31,
	2020			2019			2020 Restated			2019			2018
	(in € millions, except share and per share data)						(in € millions, except share and per share data)
Total revenue		34.2			337.5			420.4			413.0			421.4
Operating expenses		(414.6	)		(289.3	)		(379.2	)		(354.4	)		(361.6	)
Operating (Loss) / profit		(380.4	)		48.2			41.2			58.5			59.9
Finance income		1.7			3.6			5.3			2.8			2.4
Finance costs		(18.9	)		(28.2	)		(37.2	)		(31.5	)		(34.5	)
Net finance costs		(17.2	)		(24.6	)		(31.8	)		(28.7	)		(32.1	)
(Loss) / Profit before tax		(397.6	)		23.5			9.4			29.8			27.7
Income tax benefit / (expense)		24.5			(4.6	)		(7.7	)		(23.0	)		(8.3	)
(Loss) / Profit for the period		(373.1	)		18.9			1.7			6.9			19.5
Owners of the parent		(372.0	)		13.7			(3.5	)		2.4			15.7
Non-controlling interests		(1.1	)		5.2			5.2			4.5			3.8
(Loss) / Profit for the period		(373.1	)		18.9			1.7			6.9			19.5
Shares outstanding		191,643,885			40,000,000			40,000,000			40,000,000			40,000,000
Basic attributable profit / (loss) per share		(1.94	)		0.34			(0.09	)		0.06			0.39
Diluted attributable profit / (loss) per share		(1.94	)		0.34			(0.09	)		0.06			0.39

SELECTED CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA

	As of December 31,			As of March 31,
	2020			2020 Restated		2019		2018
	(in € million)			(in € millions)
ASSETS
Non-current assets		655.5			712.8		777.8		783.1
Current assets		288.3			411.4		421.3		384.4
Total assets		943.8			1,124.2		1,199.2		1,167.6
EQUITY AND LIABILITIES
Equity attributable to owners of the parent		(86.9	)		63.1		78.5		80.7
Non-controlling interests		6.1			8.4		8.4		8.9
Total equity		(80.8	)		71.5		87.0		89.6
Liabilities
Non-current liabilities		776.9			704.0		717.8		689.1
Current liabilities		247.7			348.7		394.4		388.8
Total liabilities		1,024.6			1,052.7		1,112.2		1,078.0
Total equity and liabilities		943.8			1,124.2		1,199.2		1,167.6

13

SELECTED CONSOLIDATED CASH FLOW STATEMENT DATA

	For the Nine Months Ended December 31,						For the Financial Year Ended March 31,
	2020			2019			2020			2019			2018
	(in € millions)						(in € millions)
Net cash from / (used in) operating activities		(83.0	)		116.4			189.3			114.3			85.0
Net cash from / (used in) investing activities		(12.2	)		(27.8	)		(42.7	)		(40.3	)		(26.8	)
Net cash from / (used in) financing activities		80.6			(19.0	)		(22.2	)		(19.1	)		(119.8	)
Net foreign exchange differences		(2.4	)		(0.6	)		(1.2	)		(0.6	)		(2.3	)
Net increase / (decrease) in cash and cash equivalents		(17.0	)		69.0			123.1			54.4			(63.9	)
Cash and cash equivalents at the beginning of the period		226.1			104.1			104.1			50.7			111.7
Cash and cash equivalents at the end of the period		209.2			172.5			226.1			104.1			50.7
Net change in bank overdraft facilities		0.1			(0.6	)		(1.1	)		(1.0	)		2.9
Net change in cash and cash equivalents		(17.0	)		69.0			123.1			54.4			(63.9	)

14

OTHER FINANCIAL DATA OF GLOBAL BLUE

The table below presents certain financial measures on a consolidated basis, which are not recognized measures of financial performance or liquidity under IFRS, as of and for the nine months ended December 31, 2020 and 2019 and as of and for the financial years ended March 31, 2020, 2019 and 2018. Global Blue’s historical audited consolidated financial statements for the year ended March 31, 2020 have been restated. See Note 1 to Global Blue’s audited consolidated financial statements included elsewhere in this prospectus. These non-IFRS measures are presented because they are used by management to monitor the underlying performance of Global Blue’s business and operations. In addition, these non-IFRS measures presented in this prospectus are measures commonly used in Global Blue’s industry and by analysts and investors as supplemental measures of performance. Additionally, these measures, when used in conjunction with related IFRS financial measures, provide investors with an additional financial analytical framework which management uses, in addition to historical operating results, as a basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing Global Blue and its results. These non-IFRS measures may not be indicative of Global Blue’s historical operating results nor are such measures meant to be predictive of Global Blue’s future results. These non-IFRS measures should be read in conjunction with the discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Not all companies calculate non-IFRS measures in the same manner or on a consistent basis. As a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names. Accordingly, undue reliance should not be placed on the non-IFRS measures presented below.

	As of and for the Nine Months Ended December 31,						As of and for the Financial Year Ended March 31,
	2020			2019			2020 Restated			2019			2018
	(in € millions, except for percentages and ratios)						(in € millions, except for percentages and ratios)
Volume
Total SiS		1,900			18,500			22,855			22,598			21,844
Profitability
Adjusted EBITDA(1)		(2.3	)		187.3			170.7			173.5			171.0
Adjusted EBITDA Margin (%)(1)		(82.7	)%		42.9	%		40.6	%		42.0	%		40.6	%
Adjusted Net Income / (Loss) (Group Share)(2)		(64.0	)		65.9			71.9			83.5			94.3
Adjusted Effective Tax Rate (%)(3)		15.2	%		23.0	%		22.7	%		23.0	%		22.7	%
Leverage
Adjusted Net Debt(4)		519.8			457.5			403.9			525.9			579.3
Leverage Ratio(4)								2.4			3.0			3.4

(1) Adjusted EBITDA is defined as profit for the period adjusted to exclude (i) net finance cost, (ii) income tax expense, (iii) depreciation and amortization (including the amortization of intangible assets acquired through business combinations) and (iv) exceptional items that Global Blue does not consider indicative of its ongoing operating performance, and which are not directly related to ordinary business operations or included in the assessment of management performance. The exceptional items are itemized below. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenue. In evaluating Adjusted EBITDA or Adjusted EBITDA Margin, you should be aware that, in the future, Global Blue may incur expenses that are the same as or similar to some of the adjustments set forth below. Global Blue’s presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that its future results will be unaffected by exceptional items. Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools, and you should not consider either in isolation, or as a substitute of Global Blue’s results as reported under IFRS. For example, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect (i) Global Blue’s capital expenditure or future requirements for capital

15

expenditure, (ii) changes in, or cash requirements for, Global Blue’s working capital needs, (iii) the interest expense, or the cash requirements necessary to service interest or principal payments, on Global Blue’s debt, (iv) income tax expense or the cash necessary to pay income taxes or (v) any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future. Set forth below is a reconciliation of profit for the period to Adjusted EBITDA for the periods presented.

	For the Nine Months Ended December 31,						For the Financial Year Ended March 31,
	2020			2019			2020 Restated		2019		2018
	(in € millions)						(in € millions)
(Loss) / Profit for the period		(373.1	)		18.9			1.7		6.9		19.5
Net finance cost		(17.2	)		(24.6	)		31.8		28.7		32.1
Income tax benefit / (expense)		24.5			(4.6	)		7.7		23.0		8.3
Operating profit / (Loss)		(380.4	)		48.2			41.2		58.5		59.9
Depreciation and amortization(a)		87.2			83.6			113.6		105.1		86.7
Exceptional items(b)		(264.9	)		(13.0	)		16.0		9.9		24.4
Adjusted EBITDA		(28.3	)		144.7			170.7		173.5		171.0

(a) Depreciation and amortization consist of (i) amortization of intangible assets acquired through business combinations and (ii) other depreciation and amortization, which have been broken out below. Set forth below is an overview of depreciation and amortization for the periods presented.

	For the Nine Months Ended December 31,						For the Financial Year Ended March 31,
	2020			2019			2020 Restated		2019		2018
	(in € millions)						(in € millions)
Amortization of intangible assets acquired through business combinations(i)		(55.9	)		(55.8	)		74.5		74.6		74.8
Other depreciation and amortization		(31.3	)		(27.8	)		39.1		30.5		11.9
Depreciation and amortization		(87.2	)		(83.6	)		113.6		105.1		86.7

(i) Represents the amortization of the assets recognized as a result of purchase price allocation from an acquisition. Figures shown predominantly relate to the amortization in connection with the 2012 GB Acquisition.

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(b) Exceptional items consist of items which Global Blue does not consider indicative of its ongoing operating performance, not directly related to ordinary business operations and which are not included in the assessment of management performance. Set forth below is an overview of exceptional items for the periods presented.

	For the Nine Months Ended December 31,						For the Financial Year Ended March 31,
	2020 Restated			2019			2020 Restated			2019			2018
	(in € millions)						(in € millions)
Business restructuring expenses(i)		(9.8	)		(1.9	)		(2.2	)		(4.4	)		(2.6	)
Corporate restructuring expenses(ii)		(250.1	)		(6.7	)		(10.3	)		(1.3	)		(7.1	)
Monitoring fee (including Directors fee)(iii)		(0.2	)		(0.5	)		(0.7	)		(0.8	)		(1.0	)
Impairment(iv)		(3.0	)		(0.1	)		(1.0	)		—			(2.0	)
Net sales of assets (loss)(v)		(0.1	)		(0.6	)		(0.1	)		(0.7	)		(0.0	)
Share-based payments(vi)		(0.5	)		(3.1	)		(3.3	)		(1.7	)		(0.7	)
Other exceptional items(vii)		(1.2	)		(0.0	)		1.7			(1.0	)		(11.0	)
Exceptional items		(264.9	)		(13.0	)		(16.0	)		(9.9	)		(24.4	)

(i) Business restructuring expenses for the nine months ended December 31, 2020 correspond to expenses related to workforce reduction in several jurisdictions as a result of COVID-19 and the abolishment of the Tax Free Shopping scheme in the UK. Business restructuring expenses for the other periods presented correspond to expenses related to replacement of management positions and costs associated with replacing roles, changing of facilities or discontinued operations.

(ii) Corporate restructuring expenses for the nine months ended December 31, 2020 correspond to charges incurred associated with the capital reorganization and subsequent merger with FPAC. This included a non-cash issuance charge of €135.3 million which represents the difference in the fair value of equity instruments held by FPAC stockholders over the fair value of identifiable net assets of FPAC, a non-cash share-based revaluation charge of €59.7 million upon conversion of previously cash-settled plans to equity-settled plans, the write-off of historical unamortized debt costs of €8.1 million partially offset by €3.6 million of IFRS 9 conversion unwinding amounts, a transaction bonus of €6.0 million and advisory expenses associated with the transaction of €44.5 million. Corporate restructuring expenses for the nine months ended December 31, 2019 correspond to legal, consultancy and advisory expenses associated with preparing the Group for an exit by the shareholders of the Group which was underway then. The amounts related to the financial years ended March 31, 2018 and 2019 are associated with historical preparations for the exit of the shareholders. The costs in the financial year ended March 31, 2020 relate to costs incurred in relation to the Business Combination.

(iii) Monitoring fee (including Directors fee) comprises fees payable to Silver Lake and Partners Group in connection with a monitoring fee agreement that was entered into on July 31, 2012 and related reimbursements, as well as compensation paid to directors for their service on our board of directors. On May 14, 2020, Silver Lake and Partners Group agreed to waive their respective rights to a monitoring fee for any portion accrued and payable after December 31, 2019. The obligation to pay the monitoring fee terminated at Closing.

(iv) Impairment for the nine months ended December 31, 2020 corresponds mainly to the write down of customer contracts in the UK. Effective January 1, 2021, the UK abolished the TFS scheme which allowed international visitors in the UK to reclaim the VAT paid on goods being exported. Global Blue’s TFS revenues generated in the UK in the financial year ending March 31, 2020 represented 12% of the Group’s revenue. See “Risk Factors—Risks Related to Global Blue’s Industry, Business and Regulatory Environment—A decrease in VAT rates or changes in VAT or VAT refund policies in countries in which Global Blue operates could negatively affect Global Blue’s business.” In the financial year ended March 31, 2018, impairment relates to the impairment of the goodwill of the

17

Malaysian operating subsidiary, in anticipation of the Malaysian government’s decision to abolish its GST whilst in the financial year ended March 31, 2020 impairment relates to the impairment of certain capitalized software, following a detailed review of the software across the full organization.

(v) Net sales of assets loss comprises losses on sales of property, plant and equipment.

(vi) Share-based payments reflect the fair value change in the share-based payment liability according to IFRS 2 (Share-Based Payment). The share-based compensation plan was implemented as part of the 2012 GB Acquisition. For the nine months ended December 31, 2020, the share-based payment reflects the impact of the MIP put in place following the Closing.

(vii) Other exceptional items comprise one-offs, such as the provision associated with the French tax audit in the financial year ended March 31, 2018, the closing of the Malaysian operating subsidiary in the financial year ended March 31, 2019 and the release of the contingent consideration (related to the Refund Suisse acquisition) in the financial year ended March 31, 2020.

(2) Adjusted Net Income (Group Share) is defined as profit / (loss) attributable to owners of the parent adjusted to exclude (in each case only the share attributable to owners of the parent): (i) exceptional items that Global Blue does not consider indicative of its ongoing operating performance, (ii) amortization of intangible assets acquired through business combinations and (iii) tax effects of adjustments. Global Blue’s management believes that Adjusted Net Income (Group Share) is a meaningful measure for investors because it provides a view of Global Blue’s underlying profitability without the impact of non-operating, exceptional expenses and without the accounting effects resulting from amortization of intangible assets acquired through business combinations. Set forth below is a reconciliation of profit / (loss) attributable to owners of the parent to Adjusted Net Income (Group Share) for the periods presented.

	For the Nine Months Ended September 30,						For the Financial Year Ended March 31,
	2020			2019			2020 Restated			2019			2018
	(in € millions)						(in € millions)
Profit / (loss) attributable to owners of the parent		(372.0	)		13.7			(3.5	)		2.4			15.7
Exceptional items		264.9			(13.0	)		16.0			9.9			24.4
Amortization of intangible assets acquired through business combinations		(55.9	)		(55.8	)		74.5			74.6			74.8
Tax effect of adjustments(a)		(12.8	)		(16.7	)		(14.9	)		(3.4	)		(20.6	)
Adjusted Net income / (Loss) (Group Share)		(64.0	)		65.9			71.9			83.5			94.3

(a) The exclusion of exceptional items and amortization of intangible assets acquired through business combinations mechanically implies an increased tax payment. There are certain exceptional income tax expenses, which are not related to the financial year and, as such, are excluded. Set forth below is an overview of such expenses for the periods presented.

	For the Nine Months Ended September 30,					For the Financial Year Ended March 31,
	2020			2019		2020 Restated			2019			2018
	(in € millions)					(in € millions)
Income tax expenses related to amortization of intangible assets acquired through business combinations		11.3			11.3		(15.1	)		(15.1	)		(15.1	)
Tax impact of exceptional items		2.9			1.2		(1.2	)		(2.8	)		(8.3	)
Exceptional income tax expenses(i)		(1.4	)		4.2		1.3			14.5			2.7
Tax effect of adjustments		12.8			16.7		(14.9	)		(3.4	)		(20.6	)

18

(i) Exceptional income tax expenses relate mainly to the tax audit of Global Blue’s Italian subsidiary. See “Other Information About Global Blue—Legal and Arbitration Proceedings, Investigations and Tax Audits—Tax Matters—Italy.”

(3) Adjusted Effective Tax Rate is equal to (i) income tax expense plus the tax effect of adjustments divided by (ii) profit before tax plus exceptional items and amortization of intangible assets acquired through business combinations. Global Blue management believes that Adjusted Effective Tax Rate is a relevant measure and is more representative of the rate implied by income taxes paid. In addition, adjusted tax expenses are more representative of the actual amount of cash taxes paid. Global Blue believes that income tax expense and profit before tax, those being the IFRS line-items used to calculated the Effective Tax Rate, are impacted by items not representative of the operational performance of the business. Set forth below is an overview of the items required to calculate Effective Tax Rate and Adjusted Effective Tax Rate for the periods presented.

	For the Nine Months Ended September 30,						For the Financial Year Ended March 31,
	2020			2019			2020 Restated			2019			2018
	(in € millions)						(in € millions)
(i) Income tax benefit / (expense)		24.5			(4.6	)		(7.7	)		(23.0	)		(8.3	)
Tax effect of adjustments(a)		(12.8	)		(16.7	)		(14.9	)		(3.4	)		(20.6	)
(ii) Adjusted tax expenses		11.7			(21.2	)		(22.6	)		(26.3	)		(28.9	)
(iii) (Loss) / Profit before tax		(397.6	)		23.5			9.4			29.8			27.7
Exceptional items(b)		(264.9	)		(13.0	)		16.0			9.9			24.4
Amortization of intangible assets acquired through business combinations		(55.9	)		(55.8	)		74.5			74.6			74.8
(iv) Adjusted profit / (Loss) before tax		(76.8	)		92.3			99.8			114.3			127.0
(i)/(iii) Effective Tax Rate (%)		6.2	%		19.5	%		82.1	%		77.0	%		29.8	%
(ii)/(iv) Adjusted Effective Tax Rate (%)		15.2	%		23.0	%		22.7	%		23.0	%		22.7	%

(a) Tax effect of adjustments are certain exceptional income tax expenses, which are not related to the financial year. See footnote (2) above for further details on tax effect of adjustments.

(b) Exceptional items consist of items which Global Blue does not consider indicative of its ongoing operating performance, which are not directly related to ordinary business operations or included in the assessment of management performance. See footnote (1)(b) above for further details on exceptional items.

(4) Adjusted Net Debt is defined as (i) the aggregate principal value of non-current loans and borrowings, less (ii) cash and cash equivalents. Global Blue believes Adjusted Net Debt is a meaningful measure for investors because it provides a view as to Global Blue’s indebtedness. This definition is consistent with the definition of Adjusted Net Debt under the Facilities Agreement. Global Blue defines Leverage Ratio as Adjusted Net Debt divided by Adjusted EBITDA. Global Blue believes Leverage Ratio is a meaningful measure for investors because it provides a view as to Global Blue’s indebtedness relative to the Adjusted EBITDA. Relative to the IFRS definition of net debt, Adjusted Net Debt excludes: (a) capitalized financing costs and the IFRS 9 loan modification impact (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Impact of new standards issued”), as these are non-cash elements and are not representative of the cash-based obligation, (b) other bank overdraft, which represents short-term borrowings and (c) current and non-current lease liabilities, which do

19

not represent obligations to lenders. Set forth below is a reconciliation to Adjusted Net Debt and an overview of the items required to calculate Leverage Ratio for the periods presented.

	As of and for the Nine Months Ended December 31,						As of and for the Financial Year Ended March 31,
	2020			2019			2020 Restated			2019			2018
	(in € millions)						(in € millions)
Principal value of non-current loans and borrowings—term loan		630.0			630.0			630.0			630.0			630.0
Principal value of non-current loans and borrowings—RCF		99.0			—			—			—			—
Cash and cash equivalents		(209.2	)		(172.5	)		(226.1	)		(104.1	)		(50.7	)
Adjusted Net Debt		519.8			457.5			403.9			525.9			579.3
Adjusted EBITDA								170.7			173.5			171.0
Leverage Ratio(b)								2.4			3.0			3.4
Adjusted Net Debt		519.8			457.5			403.9			525.9			579.3
Current lease liabilities		12.6			14.0			14.0			13.7			—
Non-current lease liabilities		20.4			33.7			27.8			32.4			—
Capitalized financing costs		(7.8	)		(10.6	)		(9.7	)		(13.4	)		(17.2	)
IFRS 9 loan modification impact		—			4.7			4.3			5.8			—
Other bank overdraft(a)		1.0			1.5			1.1			2.1			3.0
Net debt		546.0			500.7			441.3			566.6			565.1

(a) Local credit facilities are available in certain jurisdictions. None of these local overdraft facilities were committed in nature.

(b) Calculated on a twelve month basis.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Data”) gives effect to the Business Combination and is described under “Unaudited Pro Forma Condensed Combined Financial Information.”

The summary unaudited pro forma condensed combined income statement data for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020 give effect to the Business Combination as if it had occurred on April 1, 2019. The Summary Pro Forma Data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information appearing elsewhere in this prospectus and the accompanying notes to such pro forma financial statements. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the consolidated financial statements and related notes of Global Blue and FPAC included elsewhere in this prospectus.

The Summary Pro Forma Data has been presented for informational purposes only and is not necessarily indicative of what the Company’s actual financial position or results of operations would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Data does not purport to project the future financial position or operating results of the Company. The unaudited pro forma adjustments are based on information currently available. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the notes to the accompanying unaudited pro forma condensed combined financial information. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information. Management of Global Blue has made significant estimates and assumptions in the determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. As a result, this should be read in conjunction with the historical financial information included elsewhere in the prospectus.

Summary Unaudited Pro Forma Condensed Combined Income Statement

	For the Nine Months Ended December 31, 2020			For the Financial Year Ended March 31, 2020(a)
	(in € millions)
Total revenue		34.2			420.4
Operating expenses		(177.3	)		(376.3	)
Operating (loss) / profit		(143.1	)		44.1
Profit for the period attributable to owners of the parent		(185.5	)		4.3
Profit for the period attributable to ordinary shares		(168.2	)		3.9
Profit for the period attributable to Series A Preferred Shares		(17.2	)		0.4
Ordinary Shares
Pro forma weighted average number of shares in issue, basic		173,855,373			173,855,373
Basic attributable profit per share		(€0.97)			€0.02
Pro forma weighted average number of shares in issue, diluted		173,855,373			191,643,885
Diluted attributable profit per share		(€0.97)			€0.02
Series A Preferred Shares
Pro forma weighted average number of shares in issue, basic		17,788,512			17,788,512
Basic attributable profit per share		(€0.97)			€0.02
Pro forma weighted average number of shares in issue, diluted		17,788,512			17,788,512
Diluted attributable profit per share		(€0.97)			€0.02

(a) On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuate in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into ordinary shares which was carried out on December 16, 2020. As a result of this, the Series A Preferred Shares were reduced by 5.9 million from 23.7 million to 17.8 million (with an additional 5.9 million shares held in treasury) and our ordinary shares increased by 5.9 million from 167.8 million to 173.9 million.

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COMPARATIVE PER SHARE DATA

The following table sets forth the historical comparative share information for Global Blue and FPAC on a standalone basis and the unaudited pro forma combined share information for the twelve months ended March 31, 2020 and nine months ended December 31, 2020, after giving effect to the Business Combination.

The following comparative per share data is only a summary and should be read together with the historical financial information of FPAC and Global Blue as well as the financial statements of FPAC and Global Blue and related notes that are included elsewhere in this prospectus. The following comparative per share data is derived from, and should also be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this prospectus.

The comparative per share data does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FPAC or Global Blue would have been had the companies been combined during the period presented. The ordinary shares and Series A Preferred Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.

Nine Months Ended December 31, 2020—Weighted average number of shares in issue

	Global Blue		FPAC		Pro Forma Combined
Basic Common Class A		173,855,373		63,250,000		173,855,373
Diluted Common Class A		173,855,373		63,250,000		173,855,373
Basic Common Class B		N/A		15,812,500		N/A
Diluted Common Class B		N/A		15,812,500		N/A
Basic Series A Preferred Shares		17,788,512		N/A		17,788,512
Diluted Series A Preferred Shares		17,788,512		N/A		17,788,512

Nine Months Ended December 31, 2020

Profit for the period attributable to the owners of the parent (€M)	(372.0	)	(5.1	)	(185.5	)
Ordinary shares (€)	(337.5	)	N/A		(168.2	)
Series A Preferred Shares (€)	(34.5	)	N/A		(17.2	)
Basic Class A attributable profit/(loss) per share (€)	(€1.94	)	€0.14		(€0.97	)
Diluted Class A attributable profit/(loss) per share (€)	(€1.94	)	€0.14		(€0.97	)
Basic Class B attributable profit/(loss) per share (€)	N/A		(€0.47	)	N/A
Diluted Class B attributable profit/(loss) per share (€)	N/A		(€0.47	)	N/A
Basic Series A Preferred Shares attributable profit/(loss) per share (€)	(€1.94	)	N/A		(€0.97	)
Diluted Series A Preferred Shares attributable profit/(loss) per share (€)	(€1.94	)	N/A		(€0.97	)

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Twelve Months Ended March 31, 2020—Weighted average number of shares in issue

	Global Blue Restated(a)		FPAC		Pro Forma Combined(b)(c)
Basic Common Class A		40,000,000		63,250,000		173,855,373
Diluted Common Class A		40,000,000		63,250,000		191,643,885
Basic Common Class B		N/A		15,812,500		N/A
Diluted Common Class B		N/A		15,812,500		N/A
Basic Series A Preferred Shares		N/A		N/A		17,788,512
Diluted Series A Preferred Shares		N/A		N/A		17,788,512

Twelve Months Ended March 31, 2020

Profit for the year attributable to the owners of the parent (€M)	(3.5	)	1.7		4.3
Ordinary shares (€)	N/A		N/A		3.9
Series A Preferred Shares (€)	N/A		N/A		0.4
Basic Class A attributable profit/(loss) per share (€)	(€0.09	)	€0.14		€0.02
Diluted Class A attributable profit/(loss) per share (€)	(€0.09	)	€0.14		€0.02
Basic Class B attributable profit/(loss) per share (€)	N/A		(€0.47	)	N/A
Diluted Class B attributable profit/(loss) per share (€)	N/A		(€0.47	)	N/A
Basic Series A Preferred Shares attributable profit/(loss) per share (€)	N/A		N/A		€0.02
Diluted Series A Preferred Shares attributable profit/(loss) per share (€)	N/A		N/A		€0.02
Equity attributable to owners of the parent (€M)	63.1		4.6		21.9
Basic Class A attributable equity per share (€)	€1.58		€0.03		€0.13
Diluted Class A attributable equity per share (€)	€1.58		€0.03		€0.11
Basic Class B attributable equity per share (€)	N/A		€0.03		N/A
Diluted Class B attributable equity per share (€)	N/A		€0.03		N/A

(a) Prior to the Business Combination, 40,000,000 ordinary shares of Global Blue Group AG were outstanding. As a result of the contribution to the Company (and giving effect to the Management Roll-up, which includes the conversion of non-convertible equity certificates and other items), the number of shares increased.

(b) On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuate in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into ordinary shares which was carried out on December 16, 2020. As a result of this, the Series A Preferred Shares were reduced by 5.9 million from 23.7 million to 17.8 million (with an additional 5.9 million shares held in treasury) and our ordinary shares increased by 5.9 million from 167.8 million to 173.9 million.

(c) The total number of shares reflect Closing-related adjustments to the share consideration and the cash consideration under the Merger Agreement and an exchange rate of 1.1859 U.S. dollar per euro.

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RISK FACTORS

An investment in the Company’s securities carries a significant degree of risk. You should carefully consider the following risks and other information in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before you decide to purchase the Company’s securities. Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also affect our business operations and financial condition. If any of these risks actually occur, our business, financial condition, results of operations or prospects could be materially affected. As a result, the trading price of the Company’s securities could decline and you could lose part or all of your investment.

Risks Related to Global Blue’s Industry, Business and Regulatory Environment

Global Blue is subject to currency exchange rate risk in the conduct of its business, including commercial risk if certain currency zones become less attractive for inbound international shoppers.

Global Blue’s business operates globally and Global Blue is subject to currency exchange rate risk. Global Blue’s main service, the TFS business, exposes it to commercial risks due to changes in relative foreign exchange rates between international shoppers’ origin and destination currencies, which may reduce the purchasing power of international shoppers, and, consequently, may negatively affect transaction volumes, typically for a short period until the relative foreign exchange rates reverse. This in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition. Such foreign exchange rate fluctuations can be driven by numerous factors, including regulatory decisions, government relations, monetary policy and macroeconomic factors that affect appreciation and depreciation between currencies. For example, in 2017, the depreciation of the Russian ruble against the euro negatively affected Russian spending in the Eurozone. In addition, during the spring and summer of 2018, the appreciation of the euro against emerging market currencies dampened the spending of international shoppers in the Eurozone and as a result negatively impacted Global Blue’s revenue growth.

These fluctuations may also impact Global Blue’s AVPS business as movements in relative foreign exchange rates between origin and destination currency pairs may reduce the number of AVPS transactions completed and could therefore have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is highly dependent on international travel, which may be adversely affected by regional or global circumstances or travel restrictions.

Global Blue’s business is highly dependent on international travel. Regional or global circumstances affecting international travel, such as airline strikes, natural disasters, international hostilities, civil unrest, terrorist attacks, contagious disease outbreaks or other similar events, could reduce international travel, which in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition. For example, terrorist attacks in recent years in Belgium, England, France, Germany, Sweden, Turkey and other countries have contributed to temporarily depressed levels of tourism growth in Europe and have had an impact on Global Blue’s revenue and exposed Global Blue’s revenue profile to increased volatility. In 2016, for instance, France experienced terrorist attacks in Paris (Bataclan) and Nice, resulting in a temporary decrease in TFS SiS in France. Additionally, in 2018 and 2019, the yellow vests (gilets jaunes) protests in France also caused a short-term decrease in spending in Paris, as the protests discouraged international shoppers from travelling to Paris and the protesters made it difficult for international shoppers to access shops. Moreover, contagious disease outbreaks, such as the SARS outbreak in 2003 and MERS in 2015, have historically temporarily curtailed, to varying degrees, the number of arrivals by international shoppers to jurisdictions in which Global Blue operates. More recently, the ongoing COVID-19 pandemic, and the measures adopted by governments, businesses and individuals in response to it, have resulted in significant travel disruption. See “—The COVID-19 pandemic has resulted in significantly decreased activity in the international travel and extra-regional shopping sectors and, as

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a result, has had a significant negative impact on Global Blue. The effects of COVID-19 are expected to continue to have a negative impact on Global Blue’s business, results of operations and financial condition until the pandemic and health concerns subside and the related preventative measures are lifted.”

Passenger volumes and international travel may also be affected by travel restrictions. More stringent immigration laws and difficulties in obtaining visas may deter international shoppers and reduce their numbers in countries in which Global Blue operates. In particular, Global Blue’s TFS business provides services to merchants who have a significant number of Chinese international shoppers as customers and would be adversely affected by increased restrictions on Chinese shoppers’ ability to travel internationally. For example, Global Blue’s TFS business was temporarily impacted when the EU introduced new biometric visa requirements in October 2015, which caused a temporary slowdown in visa processing until all new compliant visa centers were fully operational and at full potential for processing visa applications. Any such travel restrictions could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is dependent on the overall level of consumer spending, which is affected by general economic conditions and spending patterns.

Global Blue’s management believes that a significant part of Global Blue’s business serves the leisure segment of the travel industry. In addition to the factors listed under “—Global Blue’s business is highly dependent on international travel, which may be adversely affected by regional or global circumstances or travel restrictions,” leisure travel may also be adversely affected by general economic downturns and conditions. The number of transactions and the amount spent by international shoppers in stores is affected by general economic conditions, particularly those which underpin international travel and shopping across the world. Economic recession and other economic indicators, such as levels of employment, levels of disposable income, inflation, consumer credit availability and interest rates, may also negatively impact spending patterns and can affect all of Global Blue’s business segments. A deterioration of market conditions may also slow down or reverse the growth of the middle class in emerging markets, which could in turn reduce international travel and extra-regional shopping spend. While the ultimate negative impact on Global Blue’s results of operations cannot be accurately quantified at this time, the COVID-19 pandemic could result in an economic recession that potentially slows down middle class growth, leisure travel and spending patterns. See “—The COVID-19 pandemic has resulted in significantly decreased activity in the international travel and extra-regional shopping sectors and, as a result, has had a significant negative impact on Global Blue. The effects of COVID-19 are expected to continue to have a negative impact on Global Blue’s business, results of operations and financial condition until the pandemic and health concerns subside and the related preventative measures are lifted.” A materialization of any of the above would have an adverse effect on Global Blue’s business, results of operations and financial condition.

The COVID-19 pandemic has resulted in significantly decreased activity in the international travel and extra-regional shopping sectors and, as a result, has had a significant negative impact on Global Blue. The effects of COVID-19 are expected to continue to have a negative impact on Global Blue’s business, results of operations and financial condition until the pandemic and health concerns subside and the related preventative measures are lifted.

A novel strain of coronavirus (with the resulting illness referred to as COVID-19), that was first identified in China in December 2019 and began to receive widespread international coverage in January 2020, has rapidly spread to over 170 countries globally. On March 11, 2020, the World Health Organization recognized COVID-19 as a pandemic.

Governments of many countries, regions, states and cities have taken preventative measures to try to contain the spread of COVID-19. These measures have included imposing restrictions on international travel and closing borders to all non-essential travel, business closures and social distancing protocols. Additionally, many businesses have voluntarily chosen or been mandated to temporarily close their operations and limit business- related travel, and individuals have decided to postpone or cancel leisure travel on an unprecedented scale.

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Collectively, these measures have severely curtailed international travel and diminished the level of economic activity around the world, including in the international travel and extra-regional shopping sectors.

The COVID-19 pandemic and the related preventative measures, as well as the associated curtailment of international travel and diminished economic activity, have negatively impacted Global Blue’s business and recent results of operations and financial condition, consistent with the risks discussed under “—Global Blue’s business is highly dependent on international travel, which may be adversely affected by regional or global circumstances or travel restrictions” and “—Global Blue’s business is dependent on the overall level of consumer spending, which is affected by general economic conditions and spending patterns.” The COVID-19 pandemic and the related preventative measures, as well as the associated curtailment of international travel and diminished economic activity, have negatively impacted Global Blue’s business and recent results of operations and financial condition. Since early March 2020, when government travel restrictions have been generally implemented, international travel and extra-regional shopping sectors have experienced a significant reduction in activity. Global Blue’s SiS for the nine months ended December 31, 2020 were down 90% relative to the respective period in the prior year. Revenues for the same period and relative to the respective period in the prior year, were also down 90%. Beginning in July, European countries have begun to reopen borders to the majority of the Schengen area and select non-Schengen countries. However, there can be no assurance that these border re-openings will not be reversed in response to a resurgence in COVID-19 outbreaks. As shops reopen and international travel resumes over time, management anticipates that Global Blue’s performance may improve accordingly.

The discussion of historical performance, as presented under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for the financial year ended March 31, 2020 only reflects the initial impact from the COVID-19 pandemic, which started to affect Global Blue’s business from February 2020. Accordingly, key financial metrics such as SiS, revenue and Adjusted EBITDA growth for the financial year ended March 31, 2020 are not reflective of the annual results expected for the financial year ending March 31, 2021 or any future periods. Global Blue’s management expects that the pandemic will continue to have negative consequences on Global Blue’s results of operations, cash flows and financial position as of and for future periods including the financial year ending March 31, 2021. Given the global and evolving nature of the pandemic, its impact on the international travel and extra- regional shopping sectors, and its impact on consumer spending through any economic recession, the ultimate negative impact and the duration of such negative impact on Global Blue’s results of operations cannot be accurately quantified at this time. However, following the recent approvals of various COVID-19 vaccines and progressive roll-out of vaccination, it is expected that shops will re-open and international travel will resume gradually over time and that Global Blue’s performance may improve accordingly in the long-term.

Depending on jurisdiction, Global Blue has furloughed staff or has reduced working hours and, in parallel, has applied for employee salary support schemes introduced by certain governments. Such schemes allow companies to place employees on paid leave or on reduced working hours, with the difference to an employee’s ordinary salary being partially reimbursed by the respective government. In countries in which no such employee salary support schemes are available, Global Blue has required personnel to take their (partially paid or unpaid) leave or has reduced its workforce. Moreover, members of senior management have agreed to temporary salary cuts. These personnel decisions vary based on function, country, and seniority. In addition, some governments have also approved tax holidays, allowing companies to postpone certain tax payments. Governments are continuously refining, expanding and/or clarifying their respective schemes, meaning that the exact benefits to the business community, including Global Blue, are evolving. Global Blue has implemented extensions of furlough and/or partial employment schemes where longer-term government support is available and a workforce reduction where no meaningful support schemes are available.

In addition to the primary impacts discussed above, the COVID-19 pandemic could have a wide range of negative secondary impacts on Global Blue. For instance, merchants or customs and tax authorities could potentially fail or refuse to pay Global Blue, as discussed under “Global Blue is subject to counterparty risk and

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credit risk,” which could negatively impact Global Blue’s business, results of operations, and financial condition, although to date, any such impacts have been immaterial in the context of Global Blue’s financial condition. Global Blue only pays the revenue share to merchants after having collected the receivables, thereby reducing the net exposure. Separately, as the pandemic subsides and related preventative measures are lifted, international shoppers’ continuing health concerns could potentially outweigh pent-up travel and shopping demand, which in turn would depress demand for travel and tax-free shopping. Similarly, international shoppers’ demand could also be reduced should the number of airlines or operated routes not increase to levels seen before the pandemic. In addition, any economic recession resulting from the pandemic may also result in reduced consumer spending. Such reduced demand from international shoppers could significantly impact Global Blue’s business, results of operations and financial condition. Global Blue cannot predict when the impacts of the pandemic will subside or how quickly thereafter international travel, consumer spending and demand for tax-free shopping and Global Blue services will return to pre-pandemic levels.

Global Blue’s success is dependent on the skills, experience and efforts of its senior management and key personnel, and any COVID-19 cost saving measures undertaken by Global Blue may negatively impact its business.

Global Blue’s success is dependent on the skills, experience and efforts of Global Blue’s senior management and key personnel that collectively and individually enable Global Blue to operate and manage the business effectively. As discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19,” and in response to the COVID-19 pandemic, Global Blue is assessing and implementing longer-term cost savings initiatives to reduce its monthly cash expenditures. These initiatives include, among others, the continuation of furlough measures or the reduction of employees’ working hours where longer-term government support is available and a workforce reduction where no meaningful support schemes are available.

While management is carefully managing the longer-term COVID-19 prompted cost saving measures to ensure retention of the necessary knowledge and expertise to support the business when volumes recover, as a result of these measures, there could be a loss of institutional knowledge, experience, and/or expertise which could limit the ability of Global Blue to manage the business effectively, react to external developments, retain clients and make necessary technological developments. Similarly, these cost saving measures may negatively impact the morale of Global Blue’s workforce, leading to voluntary departures of additional employees. Although Global Blue management expects the roles of its furloughed and former employees to be performed by others, their skill sets may not allow them to perform the work as proficiently or efficiently as others. Accordingly, this could potentially negatively impact Global Blue’s business, results of operations and financial condition.

Global Blue’s net working capital is sensitive to short-term, month-to-month volume growth, and any rapid volume growth associated with the recovery from the COVID-19 pandemic or for any other reason unrelated to the pandemic would lead to a short-term, temporary surge of its net working capital.

In Global Blue’s TFS business, net working capital is primarily driven by the timing of the payments that Global Blue makes to merchants and international shoppers, and the timing of the payments that it receives from merchants and tax authorities, which makes its net working capital sensitive to short-term, month-to-month volume growth. Typically, Global Blue refunds the VAT (net of transaction fees) to the international shoppers, after which it collects the full VAT from the merchant or tax authorities after approximately thirty (30) days on average and pays the merchant the percentage of the transaction fee after approximately one hundred (100) days on average.

If Global Blue experiences rapid month-on-month volume growth, for instance assuming a quick recovery in international travel after the COVID-19 pandemic, this could lead to a short-term, temporary surge of its net working capital to fund the rapid volume increase in VAT refunds. Very large movements in Global Blue’s net

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working capital position could have a significant effect on its business and financial condition, if Global Blue is unable to finance, internally or externally, the net working capital needs due to the timing impact of when Global Blue refunds the VAT (net of transaction fees) to the international shopper versus when it collects the VAT from the merchants and tax authorities.

A decrease in VAT rates or changes in VAT or VAT refund policies in countries in which Global Blue operates could negatively affect Global Blue’s business.

Any reduction in VAT rates or adverse changes to VAT policies in Global Blue’s current or potential new markets could have a negative impact on Global Blue’s business and results of operations. For example, the British government abolished the VAT Retail Export Scheme on January 1, 2021, and now overseas visitors to the United Kingdom will no longer be able to obtain a VAT refund on items they buy in the United Kingdom and take home with them in their luggage. Measured by destination country of international shoppers who were using Global Blue’s TFS business during the financial year ended March 31, 2020, the United Kingdom represented 12% of Global Blue’s total revenue. Legal and regulatory changes may also restrict Global Blue’s activities, including through nationalization of the VAT refund scheme or by eliminating the availability of VAT refund schemes altogether, limiting the number of TFS providers within those jurisdictions or restricting Global Blue’s ability to process TFS claims on behalf of international shoppers. Changes in laws and regulations may also place restrictions on Global Blue’s business model, for example by limiting transaction fees that Global Blue charges to international shoppers using Global Blue’s TFS business. Such changes, which are unpredictable and outside of Global Blue’s control, may cause Global Blue to incur higher compliance costs. While VAT rates have historically been increased and many countries have adopted VAT policies in recent years, any such changes to VAT rates or VAT policies could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Certain countries impose restrictions on the transactions and goods that are eligible for VAT refunds, such as MPA or a list of items that are eligible for VAT refunds. An increase in the MPA or a reduction in the list of eligible items would lead to a reduction in the number of transactions that are eligible for VAT refunds. Global Blue believes that in the event there is such a shift in any of the countries in which Global Blue operates, it would have a negative impact on Global Blue’s results of operations.

Changes in the regulatory environment, licensing requirements and government agreements could adversely affect Global Blue’s business.

Global Blue’s operations are subject to risks associated with the prevailing local political climate, particularly where governmental decisions have an impact on Global Blue’s business. For example, the Chinese government is seeking to repatriate luxury spend, which, if successful, could negatively impact Global Blue’s business by slowing growth in Chinese international spending on luxury goods. Such risks could also include, among others, increased restrictions on the use of currency abroad, restrictions on transfers of funds, increased enforcement of import duties and restrictions on goods declared at customs, complexity of domestic and international customs and tariffs, as well as transparency of transactions.

Global Blue’s business is also subject to varying levels of supervision and regulation in the territories in which Global Blue’s services are offered. For instance, certain of Global Blue’s operations rely on local licenses, authorizations and government agreements and any adverse changes to such licensing or authorization requirements or government agreements may result in a loss of, or adverse changes to, such operations. Global Blue currently holds licenses or government agreements to operate TFS services in Argentina, the Bahamas, Cyprus, Denmark, Finland, France, Iceland, Latvia, Lebanon, Morocco, Poland, Singapore, Spain, Turkey and Uruguay. Global Blue has also been granted a European Payment Institution License by the Bank of Italy, which has been passported across the EU. In addition, changes to the standards established by payment card industry bodies (specifically, the PCI DSS) could entail specific technical requirements and a certification process which could require significant costs to ensure compliance. Failure to obtain or maintain a license, be awarded a

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government tender in a particular location or comply with industry body standards, could preclude Global Blue from offering its TFS and/or AVPS businesses in that location or subject Global Blue to fines and penalties under local laws.

Global Blue’s costs of compliance would also increase if countries were to adopt legislation requiring Global Blue to obtain licenses or government contracts to conduct TFS services, or if more of the countries in which Global Blue operates were to treat Global Blue’s DCC services as a regulated business and require a license to offer currency conversion. Global Blue has various ongoing compliance and reporting obligations to the Bank of Italy which Global Blue must comply with in order to maintain the European Payment Institution License. Any material increase in the costs associated with obtaining and maintaining licenses or government contracts, or penalties for failure to comply, as a result of a change in law or otherwise, could force Global Blue to leave the relevant jurisdiction or lead to the payment of fines, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue must continually adapt and enhance its existing technology offerings and ensure continued resilience and uptime of its underlying technology platform to remain competitive in its industry.

The TFS segment of the global personal luxury market is subject to ongoing and rapid technological changes in response to the expectations of all stakeholders within the TFS ecosystem. Merchants are increasingly expecting more insight into international shopper trends from TFS solutions, and deeper integrations between TFS solutions and their payment solutions and IT infrastructure. International shoppers are increasingly expecting greater convenience and personalization in the form of more country-specific refund methods and more immediate refund methods. Customs and authorities expect smoother export validation processes, as well as increased security and compliance.

In order for Global Blue’s business to remain competitive and grow in this rapidly evolving market, Global Blue must continually adapt and enhance its existing technology offerings, as well as develop new products to meet the particular needs of each market and each stakeholder in the TFS ecosystem. To do this, Global Blue needs to anticipate demand in a wide variety of markets and industries and devote appropriate resources, including Global Blue’s resource and development budget, to meeting the expectations of merchants, international shoppers, customs and tax authorities, financial institutions that process credit or debit card payments on behalf of Acquirers and card schemes. If Global Blue is unable to develop technologies that align with stakeholder expectations, Global Blue may lose market share. Any failure to remain innovative or to introduce new or upgraded technologies that are responsive to changing merchant, international shopper or government requirements may have a material adverse effect on Global Blue’s competiveness and could cause Global Blue to lose its market position in core markets.

In addition, efforts to enhance and improve existing products and technologies, as well as develop new ones, involve inherent risks, and Global Blue may not be able to manage these developments and enhancements successfully. Global Blue may also fail to accurately foresee the direction of the TFS and DCC industries, which could lead Global Blue to make investments in technologies and products that do not gain market acceptance and generate insufficient returns.

Any failure to deliver an effective and secure service, or any performance issue that arises with a new or innovative product or service, could result in significant processing errors or other losses. Because of these factors, Global Blue’s development efforts could result in increased costs that could reduce profitability, in addition to a loss of revenue if new products are not delivered in a timely manner or do not perform as indicated. Furthermore, any performance errors in Global Blue’s front-end solutions could result in reputational harm.

Global Blue’s in-house technology platform enables payment processing through three mobile wallets and 10 credit card integrations, transaction processing through 40 PSPs and 200 POS providers and validation through 18 integrations with customs validation export software platforms. The number of existing integrations is

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also expected to increase as countries move toward digital export validation. As a result, it is critical for Global Blue’s technology solutions to remain operational at all times to service its counterparties. Any failure to deliver an effective and secure service, any performance issue or any downtime could deteriorate Global Blue’s relationships with merchants and customs and tax authorities and could lead to reputational damage that has a material adverse effect on its business, results of operations and financial condition.

Global Blue operates in a competitive market and Global Blue may lose merchant accounts to Global Blue’s competitors.

Global Blue’s business operates in a competitive market. Global Blue’s TFS business competes primarily with other TFS providers, such as Planet and Global Tax-Free, and also competes with a limited number of merchants that provide TFS services in-house and governments that insource the TFS process. The number of Global Blue competitors in the TFS segment and the extent of their operations have been increasing in recent years, including a number of mobile app-based providers (i.e., technology start-ups) looking to disrupt the TFS segment, and Global Blue expects them to continue to try to expand their operations. Global Blue’s AVPS business, on the other hand, competes with a wide variety of businesses of varying sizes, including online competitors providing omnichannel payment and currency conversion services to businesses and directly to individuals, often at better rates of exchange.

Actions taken by Global Blue’s competitors, as well as actions taken by Global Blue to maintain its competitiveness, have placed and will continue to place pressure on Global Blue’s pricing, margins and profitability, as well as the availability and attractiveness of key contracts. In particular, certain competitors of Global Blue’s TFS business may offer a higher revenue share to merchants, which may be attractive to some merchants. This may require Global Blue to adjust its percentage of revenue sharing with the merchant or lose merchant relationships. Global Blue’s agreements with merchants do not contain exclusivity clauses, which makes it easier for competitors to establish relationships with the merchants that are part of Global Blue’s network. Global Blue’s agreements with merchants are also generally short- to medium-term contracts, generally lasting three years on average. Upon scheduled renewal of a contract or during the term of a contract, Global Blue may face pressure regarding pricing or other contractual terms, making it more difficult to retain its merchants on favorable terms, or Global Blue may be unable to renew contracts with merchants on satisfactory terms. If Global Blue loses existing merchant relationships or a sufficient number of key merchant partners, or if the Company is unable to renew existing contracts upon expiry at attractive terms or at all, this could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business may be adversely affected by disintermediation of TFS processes.

Disintermediation may happen if certain governments or merchants insource the TFS process partially or entirely. Alternatively, disintermediation of the TFS process could occur if governments amend their VAT regulations to no longer require the merchant to issue tax-free forms and/or determine the eligibility of international shoppers for VAT refunds. For example, some jurisdictions have regulations that could provide the opportunity for “business to consumer” players to establish business models that increase the risk of disintermediation. This and other types of disintermediation may have a negative impact on Global Blue’s TFS business, as its business model is reliant upon its merchant partners.

Conversely, certain countries have outsourced the export validation process. Since export validation is typically a free service provided by customs and tax authorities, this type of outsourcing could create additional costs, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Price harmonization or convergence between destination markets and home markets may adversely affect Global Blue’s business.

The level of spend while shopping abroad, and the willingness of international shoppers to spend abroad, are impacted by the price differential. In particular, the price differential of luxury goods is a significant factor

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influencing an international shopper’s purchasing decision. If the price differential between various markets is reduced, resulting in price harmonization across destination markets (such as Europe) and home markets (such as APAC) due to changes in retail pricing policies, additional online purchasing options and access, macroeconomic factors (such as relative foreign exchange rates) or government policies (such as a reduction in import duties or consumption taxes), this could lead to a decrease in the number or size of TFS transactions, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is subject to taxation in multiple jurisdictions, which is complex and often requires making subjective determinations subject to scrutiny by, and disagreements with, tax regulators.

Global Blue is subject to many different forms of taxation in each of Global Blue’s countries of operation including, but not limited to, income tax, withholding tax, property tax, VAT, transfer pricing rules, commodity tax and social security and other payroll-related taxes. Tax law and administration is complex, subject to change and varying interpretations and often requires Global Blue to make subjective determinations. In addition, Global Blue takes positions in the course of its business with respect to various tax matters, including in connection with its operations. Tax authorities around the world are increasingly rigorous in their scrutiny of corporate tax structures and TFS transactions and may not agree with the determinations that are made, or the positions taken, by Global Blue or its commercial partners with respect to the application of tax law, including in relation to issuing tax-free forms and the VAT refunding process. Such disagreements could result in lengthy legal disputes, an increased overall tax rate applicable to Global Blue and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

On January 7, 2021 the French tax authorities issued the final notice of assessment which definitively closes the tax audit in France for the financial years ended March 31, 2014 through 2016. The notice of assessment confirms the VAT findings related to certain missing information on tax-free forms which are mandatory according to VAT refund regulations in France for an amount of €6.5m and some other minor adjustments. Global Blue has a tax provision in the amount of €6.5 million booked in this regard as of December 31, 2020. Global Blue is waiting for the collection notice from the French tax authorities. Additionally, Global Blue has been subject to a tax audit in Italy relating to transfer pricing in respect of its tax model and certain intercompany charges, as well as withholding tax in respect of such intercompany charges. An income tax payable was booked in the amount of €12.9 million as of December 31, 2020.

Finally, there is a risk that tax authorities in Germany challenge the effectiveness of the profit and loss pooling arrangement entered between Global Blue New Holdings Germany GmbH and Global Blue Deutschland GmbH. Based on the opinion of Global Blue’s advisers, Global Blue has therefore recognized an uncertain tax position of €4.0 million as of December 31, 2020.

See “Other Information About Global Blue—Legal and Arbitration Proceedings, Investigations and Tax Audits” for more information regarding these tax audits. Additional tax expenses could accrue in relation to previous or subsequent tax assessment periods, which are still subject to a pending tax audit or have not been subject to a tax audit yet, or other countries could open tax audits against Global Blue. Tax authorities in other countries could revise original tax assessments and substantially increase the tax burden (including interest and penalty payments) of the relevant entities. The realization of any of these risks could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Adverse competition law rulings could restrict Global Blue’s ability to expand or to operate its business as it wishes and could expose Global Blue to fines or other penalties.

Global Blue is a leading global provider of TFS services. Under EU competition laws and the competition laws in other jurisdictions (to the extent such laws exist), Global Blue runs the risk of being investigated for anti- competitive practices and/or deemed a dominant undertaking in certain markets and, therefore, theoretically

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capable of abusing a dominant position. Accordingly, there is a possibility of future litigation and/or investigations by competition authorities into Global Blue’s behavior in any market, including where it could be considered to hold a dominant position. Private litigants may also seek damages for certain breaches of competition law through civil courts, as provided by EU competition laws and the laws of other jurisdictions. Were any finding or rulings to be made against Global Blue, Global Blue could be required to pay damages and fines, which could be substantial, and/or Global Blue could be required to alter any behavior determined to be abusive or anti-competitive, both of which could have a material adverse effect on Global Blue’s business, prospects, financial condition and results of operations.

The integrity, reliability and efficiency of Global Blue’s internal controls and procedures may not be guaranteed.

Global Blue’s business relies on internal controls and procedures that govern regulatory compliance, customer and management information, finance, credit exposure, foreign exchange risk and other aspects of its business. With the increasing focus by regulators, the press and Global Blue’s commercial partners on compliance issues, Global Blue’s internal controls and procedures are becoming more important. In particular, compliance with TFS regulation requires that Global Blue’s management and employees are aware of applicable rules and regulations, and that they properly understand and implement them with respect to the issuing, export validating and refunding of TFS transactions. If Global Blue does not inform, train and manage its employees properly, Global Blue may fail to comply with applicable laws and regulations, which could lead to adverse regulatory action. Moreover, the process by or speed with which Global Blue’s internal controls and procedures are implemented or adapted to changing regulatory or commercial requirements may be inadequate to ensure full and immediate compliance, leaving Global Blue vulnerable to inconsistencies and failures that may have a material adverse effect on its business, results of operations and financial condition. Training employees and investing in compliance systems to remain in compliance with applicable laws and regulations also impose additional costs for the operation of Global Blue’s business. Global Blue has identified certain material weaknesses in its internal control related to errors identified in the March 31, 2020 financial statements. See “—Global Blue has identified material weaknesses in its internal control over financial reporting. If Global Blue is unable to remediate these material weaknesses or otherwise fails to maintain an effective system of internal controls, Global Blue may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and the price of its securities.” Any of the foregoing could result in a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s TFS business is dependent on its airport concessions and agreements with agents.

As of March 31, 2020, more than 40% of Global Blue’s TFS refund points were located in airports, and Global Blue has entered into concession agreements with airport authorities for space in on-airport locations. Such agreements typically have terms of three years and do not contain exclusivity provisions. Unlike off-airport locations, where rental space is more freely available, Global Blue’s on-airport refund points cannot move to a nearby location should an airport impose less favorable terms on Global Blue during the renewal process or during the duration of a concession agreement. Any decision by airport authorities to increase rental costs or otherwise modify the economic terms of Global Blue’s concession agreements could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

In certain cases, Global Blue is required to use an agent to offer TFS services. Global Blue’s agents may attempt to modify the economic terms of Global Blue’s arrangements with them, which would have the effect of lowering Global Blue’s margins. Additional airport authorities may also require Global Blue to use agents, thereby lowering Global Blue’s profitability.

Global Blue operates in emerging markets and is exposed to risks associated with operating in such markets.

Global Blue operates in several emerging markets, such as Argentina, China, Morocco, Russia, Turkey and Uruguay, and plans to expand in additional emerging markets in the future. Certain markets in which Global Blue

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operates or plans to operate have lower levels of economic, political and legal stability compared to Europe. Risks associated with operating in such markets include unexpected changes in regulatory environments, uncertainty in enforcing contracts and intellectual property rights, challenges in obtaining legal redress, difficulties in collecting accounts receivables, foreign exchange controls, as well as bribery and corruption risks, which can all lead to reputational damage and impair Global Blue’s ability to win and retain contracts. In addition, as Global Blue’s relationships with governments in emerging markets are still developing, they can be more sensitive than Global Blue’s relationships with governments in developed countries. For example, the Chinese government has been sensitive to how businesses refer to Hong Kong, Macau and Taiwan in light of the One-China policy and some companies have come into criticism and negative publicity due to not referring to them correctly, which has harmed their relationship with the Chinese government and other stakeholders. Should one or more of these risks materialize, there could be a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue may be adversely affected by risks associated with strategic arrangements or investments in joint ventures with third parties.

Global Blue has made and continues to make certain strategic arrangements with third parties. For example, in certain countries, such as Japan, Lebanon, Russia and Turkey, Global Blue is required, or Global Blue has determined that it is preferable, to partner with a local counterparty in order to grow its local operations. Local counterparties provide financial, business and public relations expertise and assist Global Blue in developing its merchant and government relationships. These arrangements are and may be developed pursuant to joint venture agreements over which Global Blue only has partial or joint control. The joint venture counterparties may have different business or investment strategies from Global Blue, and Global Blue may have disagreements or disputes with such parties. Global Blue’s partners may be unable, or unwilling, to fulfil their obligations under the relevant joint venture agreements and shareholder agreements, may seek to use their rights to block decisions on certain matters, such as distribution of cash, or may experience financial or other difficulties that may adversely impact Global Blue’s investment in a particular joint venture, which in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is subject to loss through physical disaster, data security breach, computer malfunction or sabotage.

Global Blue’s business is vulnerable to loss resulting from physical disaster, data security breaches, computer malfunction or sabotage. Most of Global Blue’s business channels rely on computerized networks and systems to process refunds, collect and store personal data relating to international shoppers and perform reconciliations, and rely to a significant degree on the efficient and uninterrupted operation of Global Blue’s various computer and communication systems, including its IT platforms. Any inadequate system design, transition to new systems or any failure of current or future systems could impair Global Blue’s ability to receive, process and reconcile transactions, manage its compliance and risk functions, and conduct other day-to-day operations of its business. In addition, the computer and communications systems are vulnerable to damage or interruption from a variety of sources, including attacks by computer malware, electronic break-ins or cyber-attacks, theft or corruption of confidential data or other unanticipated problems.

Moreover, due to the increasing digitalization of Global Blue’s business model and Global Blue’s growing focus on collecting and monetizing international shopper data, Global Blue is also increasingly exposed to risks associated with the unauthorized use, disclosure, destruction and alteration of personal data. Any significant cyber-attack, unauthorized disclosure of data or any other disruption of Global Blue’s computer or communication systems could significantly affect its ability to manage its information technology systems or lead to recovery costs, damage to its reputation, litigation brought by international shoppers or business partners or a diminished ability to operate the business. In addition, due to the high level of data traffic that Global Blue processes, any disruption in Global Blue’s computerized systems or technological process could in turn have a material adverse effect on Global Blue’s business, results of operations and financial condition.

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Global Blue’s AVPS business relies on relationships with Acquirers and on the involvement of card schemes.

Global Blue’s AVPS business relies on relationships with Acquirers, which are financial institutions that process credit or debit card payments on behalf of a merchant, and growth in Global Blue’s AVPS business is derived primarily from establishing new relationships with Acquirers. Global Blue may experience attrition and a consequent decline in the volume of currency conversion transactions it processes as a result of several factors, including transfers of their accounts to Global Blue’s competitors, unsuccessful contract renewal negotiation and account closures. The loss of existing relationships, or a sufficient number of key Acquirers could negatively impact Global Blue’s business. Acquirers involved in Global Blue’s AVPS business may also take advantage of increasing levels of competition to raise their percentage of revenue sharing, thereby reducing Global Blue’s profitability.

Global Blue’s AVPS business also depends on the involvement of card schemes, such as Visa or MasterCard, which act as intermediaries between Acquirers. If there is an increase in the prevalence of foreign exchange cards, which aim to provide currency conversion services at better foreign exchange rates or with lower fees than traditional cards, the number of travelers using Global Blue’s AVPS business could decrease. In addition, the relationship with providers of card schemes is similarly important and any deterioration or termination of such relationships could negatively impact Global Blue’s AVPS business. For example, if card schemes, such as Visa or MasterCard, decided to cease allowing Global Blue’s DCC services, the results of Global Blue’s AVPS business would be adversely affected. An increase in fees charged by card schemes in connection with currency conversion transactions may reduce Global Blue’s margins or compromise Global Blue’s AVPS business model.

In addition, each card scheme may alter rules or policies in a manner that may be detrimental to participants, including Acquirers and issuers that must comply with scheme rules as well as terminal suppliers, e-commerce merchants and PSPs that must comply with terminal, transaction and card data storage security rules. Moreover, as card schemes become more dependent on proprietary technology and seek to provide value-added services to issuers and merchants, there is heightened risk that rules and standards may be governed by the self-interest of the schemes, or of those with influence over the schemes. Changes in the business models or strategies of card scheme operators, including any resulting changes to their respective card scheme rules, could have a material adverse effect on Global Blue’s ability to compete and on Global Blue’s business, financial condition, results of operations and prospects.

Global Blue’s AVPS business may be subject to reputational risks in the event of adverse publicity relating to certain products that Global Blue offers, such as DCC. Further, there is a risk that international shoppers no longer utilize Global Blue’s DCC offerings, which could have a material adverse effect on Global Blue’s business, financial condition, results of operations and prospects.

Global Blue is subject to counterparty risk and credit risk.

Global Blue is subject to potential credit risk from merchants and customs and tax authorities. For each TFS transaction, Global Blue is required to remit funds to international shoppers in advance of receipt of funds from merchants or customs and tax authorities. Although Global Blue has in place reserves that it can draw upon to cover any delays in payment, Global Blue’s reserves would be insufficient to fund all of Global Blue’s debts and liabilities. If merchants or customs and authorities were to fail or refuse to pay Global Blue on a widespread and systemic basis over an extended period of time, due to insolvency, bankruptcy, cash management or store closures (including as a result of the COVID-19 pandemic) or, in the case of customs and authorities, political motives, Global Blue could default on its debts and liabilities, resulting in financial, reputational or customer loss. While the revenue share with merchants is only paid after Global Blue receives the full VAT payment and the net exposure is consequently lower, any occurrence of payment default or delay could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

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Global Blue is subject to losses from fraud, theft and employee error.

Global Blue’s business is vulnerable to loss resulting from fraud, theft and employee error. In particular, Global Blue is vulnerable to loss from fraud if counterfeit tax forms are presented to Global Blue for refund. Third parties may also collect Global Blue’s tax-free forms on behalf of international shoppers and obtain VAT refunds unlawfully.

Additionally, since Global Blue maintains, transports and processes large amounts of currency around the world, Global Blue is vulnerable to losses from theft or fraudulent acts perpetrated by employees or unauthorized individuals who obtain access to Global Blue’s premises or systems. Material occurrences of fraud and theft could damage Global Blue’s reputation or lead to a loss of cash or temporary disruptions to Global Blue’s business. Moreover, the failure to control or reduce fraud or theft in a cost-effective manner could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue may not be able to attract, integrate, manage and retain qualified personnel or key employees.

Global Blue’s success is dependent on the skills, experience and efforts of Global Blue’s senior management and key personnel. In particular, Global Blue depends on certain sales and marketing staff who have established strong relationships with merchants. The loss of services of key members of Global Blue’s sales and marketing team, particularly to a competitor, could lead to a loss of merchant accounts and, in turn, could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

The success of Global Blue’s business also depends on Global Blue’s ability to adapt to rapidly changing technological, social, economic and regulatory developments. This necessitates a range of specialist personnel, particularly in the areas of software development, technical support, finance and control, administration and operations, and requires Global Blue to retain, recruit and develop the necessary personnel who can provide the needed expertise across the entire spectrum of Global Blue’s business and operations. The market for qualified personnel is competitive and Global Blue may not succeed in recruiting additional personnel in line with the growth of Global Blue’s business, or Global Blue may fail to effectively replace current personnel who depart with qualified or effective successors. Global Blue’s efforts to retain and develop personnel may also result in significant additional expenses, which could adversely affect Global Blue’s profitability.

Global Blue is subject to complex and stringent data protection and privacy laws and regulations in the jurisdictions in which Global Blue operates.

Global Blue processes significant amounts of personal and financial information on a daily basis, including names, addresses, credit card details and passport numbers. For this reason, Global Blue is subject to data protection legislation that seeks to protect the processing of personal data and imposes restrictions on the collection, use and other forms of processing of personal data. Data protection and privacy laws and regulations are complex and any significant change in the regulatory environment relating to the protection of personal data may also impact Global Blue’s use of international shopper data in Global Blue’s TFS-related and intelligence offerings. Changes to data protection laws and other significant regulatory changes affecting Global Blue’s business activities may also cause Global Blue to revise its strategy or adopt new technologies and procedures.

A breach of data protection laws and regulations could result in substantial fines and/or other sanctions, including criminal sanctions, being levied against Global Blue. If Global Blue were to experience a data breach and be fined, then this could potentially represent a significant cost for Global Blue. Additionally, any breach of data protection could result in proceedings against Global Blue, including class action privacy litigation in certain jurisdictions. Finally, should Global Blue be found to be in breach of applicable data protection and privacy laws and regulation, it could face material damage to its brand and the potential loss of customer trust and confidence, which in turn could have a material adverse effect on its business, results of operations and financial position.

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Global Blue’s business is subject to anti-money laundering, sanctions and anti-bribery regulations and related compliance costs and third-party risks.

Global Blue’s business is subject to anti-money laundering and anti-bribery laws and regulations in the jurisdictions in which Global Blue operates. In addition, Global Blue is subject to laws and regulations that prohibit Global Blue from transmitting money to specified countries or to or on behalf of prohibited individuals, in particular, the laws and regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury in the United States, the United States’ Foreign Corrupt Practices Act, Her Majesty’s Revenue and Customs in the United Kingdom and regulations enacted by the EU’s Common Foreign & Security Policy and the United Nations Security Council.

Equivalent or similar legislation exists in other countries where Global Blue conducts business. Fines and penalties, which may include the shutting down of operations or central banks limiting Global Blue’s ability to source currency, could be imposed in the various countries in which Global Blue operates, and more stringent sanctions, anti-bribery or AML legislation, including “know your customer” requirements, could impose considerable obligations on Global Blue, create increased reporting obligations and trigger the need for increased resources devoted to AML or other compliance functions. Global Blue’s internal policies mandate compliance with AML, sanctions and anti-bribery laws, but Global Blue’s compliance policies and training efforts may not always prevent bad acts or errors committed by Global Blue’s employees or joint venture partners and their employees. For example, if one of Global Blue’s joint venture partners or employees were to bribe a government official in connection with any government award of a TFS license or agreement, Global Blue would be in violation of anti-bribery regulations. Additionally, there is a risk that Global Blue could violate AML regulations by allowing fraudulent VAT refunds to be claimed by not sufficiently checking that the tax-free form was properly issued or validated or not sufficiently checking that the merchant was a genuinely established enterprise. Any failure, or suspected failure, by Global Blue to comply with its obligations relating to AML, sanctions or anti-bribery, could not only have a material adverse effect on its business, results of operations and financial condition, but could also have a material adverse effect on its reputation and goodwill.

Global Blue is subject to risks relating to intellectual property.

Global Blue’s success depends to a significant degree upon its ability to protect and preserve the proprietary aspects of its services and processes. In certain jurisdictions, such as in APAC, where Global Blue has deployed some of its most advanced digital TFS solutions, Global Blue relies on patent laws in order to protect its intellectual property.

Global Blue may not be successful in the implementation of its patent registration strategies. Global Blue may be unable to secure patents in a timely manner or at all, which could limit its ability to protect the relevant intellectual property rights from competitors. Global Blue’s competitors may also secure patents covering Global Blue’s services and processes, thereby exposing Global Blue to infringement liability or preventing Global Blue from fully executing its business model in the relevant jurisdiction. As a result, Global Blue may find that it is unable to continue to offer the best products to international shoppers, or that it is unable to offer products and services upon which its business depends.

Moreover, third parties may in the future assert claims that Global Blue’s systems or products infringe their proprietary rights. Such infringement claims may cause Global Blue to incur significant costs in defending those claims. As a result of any of these claims, Global Blue may be required to discontinue using any infringing technology and providing any related services, to expend resources to develop non-infringing technology or to purchase licenses or pay royalties for other technology. Should any of these risks materialize, they could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Litigation or investigations involving Global Blue could result in material settlements, fines or penalties.

From time to time, Global Blue is the subject of litigation or investigations related to its business, which may result in fines, penalties, judgments, settlements and litigation expenses. Regulatory and judicial

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proceedings and potentially adverse developments in connection with ongoing litigation may adversely affect the licenses Global Blue holds as well as Global Blue’s business, financial condition and results of operations. There may also be adverse publicity associated with lawsuits and investigations that could decrease international shoppers’ acceptance of Global Blue’s services. Plaintiffs or regulatory agencies in these lawsuits, actions or investigations may seek recovery of very large or indeterminate amounts, and the magnitude of these actions may remain unknown for substantial periods of time. The cost to defend or settle future lawsuits or investigations may be significant and such costs, or the outcome of such lawsuits or investigations, could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Risks Related to Financial Matters and Global Blue’s Capital and Corporate Structure

Failure to comply with the covenants or other obligations contained in the Facilities Agreement could result in an event of default, and any failure to repay or refinance the outstanding debt under the Facilities Agreement when due could have a material adverse effect on Global Blue.

Global Blue has incurred substantial indebtedness. As of December 31, 2020, Adjusted Net Debt amounted to €519.8 million. If there were an event of default under the Facilities Agreement that is not cured or waived in accordance with the terms of the Facilities Agreement, the lenders under the Facilities Agreement could terminate their commitments to lend and cause all amounts outstanding with respect to the loans granted under the Facilities Agreement to become due and payable immediately and/or exercise their rights and remedies under the security documents. Global Blue’s assets and cash flow may not be sufficient to fully repay Global Blue’s outstanding debt under the Facilities Agreement when due, whether upon an acceleration of the loans granted under the Facilities Agreement or on the maturity date of any of the loans granted. Certain assets including the shares and material bank accounts of certain of Global Blue’s material subsidiaries serve as security to secure the obligations under the Facilities Agreement and, upon an acceleration of the Facilities Agreement, the secured parties may enforce such security and exercise rights and remedies under such security documents including to sell, appropriate or otherwise dispose of such assets in order to generate proceeds to repay any outstanding indebtedness under the Facilities Agreement. Upon an acceleration of the Facilities Agreement or upon the final maturity date of any of the Facilities Agreement, there can be no assurance that Global Blue will be able to refinance the Facilities Agreement or that Global Blue’s assets, including those that serve as security for outstanding indebtedness, would be sufficient to repay that indebtedness in full and allow Global Blue to continue to make the other payments that Global Blue is obliged to make, which would impair Global Blue’s ability to run Global Blue’s business, could result in insolvency proceedings or reorganization and could result in investors losing all or a significant portion of their investment. In addition, a default under the Facilities Agreement could result in a default under Global Blue’s other financing arrangements and could cause or permit lenders under those other financing arrangements to accelerate such financing arrangements, causing the amounts owed under those arrangements to become immediately due and payable, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition. For more information regarding the Facilities Agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Banking Facilities and Loans—Facilities.”

Global Blue relies on its operating subsidiaries to provide it with funds necessary to meet Global Blue’s financial obligations and Global Blue’s ability to pay dividends may be constrained.

Global Blue operates through a holding structure. Global Blue is a holding company with no material, direct business operations. Global Blue’s only assets are its direct and indirect equity interests in its operating subsidiaries. As a result, Global Blue is dependent on loans, dividends and other payments from these subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of dividends. The ability of Global Blue’s subsidiaries to make such distributions and other payments depends on their earnings and may be subject to contractual or statutory limitations, such as limitations imposed by Global Blue’s financing facilities to which Global Blue’s subsidiaries are guarantors or the legal requirement of having distributable profit or distributable reserves. See “Dividend Policy.” As an equity investor in Global Blue’s

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subsidiaries, Global Blue’s right to receive assets upon a subsidiary’s liquidation or reorganization will be effectively subordinated to the claims of such subsidiary’s creditors. To the extent that Global Blue is recognized as a creditor of a subsidiary, its claims may still be subordinated to any security interest in or other lien on such subsidiary’s assets and to any of its debt or other obligations that are senior to Global Blue’s claims.

The actual payment of future dividends on our ordinary shares and the amounts thereof depend on a number of factors, including, among others, the amount of distributable profits and reserves, including capital contribution reserves (which can be reduced by losses in a current year or carried forward from previous years), the Company’s capital expenditure and investment plans, revenue, profits, financial condition, the Company’s level of profitability, Leverage Ratio (as defined under “Selected Consolidated Historical and Other Financial Information—Other Financial Data of Global Blue”), applicable restrictions on the payment of dividends under applicable laws, compliance with credit covenants, general economic and market conditions, future prospects and such other factors as the Board of Directors may deem relevant from time to time. There can be no assurance that the abovementioned factors will facilitate or allow adherence to the Company’s dividend policy. the Company’s ability to pay dividends may be impaired if any of the risks described under “Risk Factors” were to occur. As a result, the Company’s ability to pay dividends in the future may be limited and the Company’s dividend policy may change. The Board of Directors will revisit the Company’s dividend policy from time to time.

Global Blue’s indebtedness imposes restrictions on Global Blue’s business and a significant increase in Global Blue’s indebtedness could result in changes to the terms on which credit is extended to it.

The Facilities Agreement contains covenants and undertakings. These undertakings restrict or limit, among others, Global Blue’s ability to incur additional indebtedness, Global Blue’s ability to create security, Global Blue’s ability to dispose of assets and Global Blue’s ability to merge or consolidate with other entities (in each case subject to a number of important exceptions and qualifications). If Global Blue breaches any of the covenants with respect to the Facilities Agreement and Global Blue is unable to cure the breach within any applicable grace period specified in the Facilities Agreement (to the extent the breach is capable of being cured) or to obtain a waiver from the relevant lenders, Global Blue would be in default under the terms of the relevant Facilities Agreement. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness.”

Since a portion of Global Blue’s cash flow from operations is dedicated to the payment of interest on Global Blue’s indebtedness, these payments reduce the amount of cash Global Blue has available for other purposes, including Global Blue’s working capital needs, capital expenditure, the exploitation of business opportunities and organic growth, future acquisitions and other general corporate needs, as well as dividends. Furthermore, a significant increase in Global Blue’s indebtedness could result in changes to the terms on which banks and other parties are willing to extend credit to it. Any of these events, if they occur, could increase Global Blue’s costs of financing or cause Global Blue to make early repayment on some or all of Global Blue’s indebtedness, either of which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s inability to generate sufficient cash flow could affect its ability to execute its strategic plans.

Organic growth opportunities are an important element of Global Blue’s strategy. See “Business—Global Blue’s Strategy.” Global Blue may not generate sufficient cash flow to finance such growth plans. Consequently, the execution of Global Blue’s growth strategy may require access to external sources of capital, which may not be available to Global Blue on acceptable terms, or at all. Limitations on Global Blue’s access to capital, including on Global Blue’s ability to issue additional debt or equity, could result from events or causes beyond Global Blue’s control, and could include, among others, decreases in Global Blue’s creditworthiness or profitability, significant increases in interest rates, increases in the risk premium generally required by investors, decreases in the availability of credit or the tightening of terms required by lenders. Any limitations on Global Blue’s ability to secure external capital, continue Global Blue’s existing finance arrangements or refinance

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existing financing obligations could limit Global Blue’s liquidity, Global Blue’s financial flexibility or Global Blue’s cash flow and affect Global Blue’s ability to execute Global Blue’s strategic plans, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is exposed to interest rate risks.

Part of Global Blue’s existing and future debt and borrowings carry, or may carry, floating interest rates, including floating interest rates linked to EURIBOR or similar “benchmark” interest rates. As of December 31, 2020, all of Global Blue’s interest-bearing loans carried floating interest rates. As of December 31, 2020, none of these loans were covered by interest rate swaps as the floating rate was below the minimum interest rate floor of 0%, which will also apply to borrowings under the Facilities. Adverse fluctuations and increases in interest rates, to the extent that they are not hedged, could have a material adverse effect on Global Blue’s cash flow and financing costs and, consequently, on Global Blue’s business, results of operations and financial condition. In addition, LIBOR and other “benchmark” interest rates are currently the subject of recent and ongoing national, international and other regulatory guidance and proposals for reform, which may cause such “benchmarks” to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could result in an increase of the interest payable on any of Global Blue’s debt linked to such a “benchmark.”

Global Blue is exposed to currency translation and transaction risk.

Global Blue is exposed to currency translation risk because its group consolidated reporting currency is the euro and hence fluctuations in foreign exchange rates impact the consolidation into euro of foreign currency- denominated assets, liabilities and earnings. In addition, the Company is exposed to foreign currency movements as a result of its share price being denominated in U.S. dollar versus the Company’s reporting currency in euro.

Global Blue’s main transaction risks arise from funding activities and transactions between Global Blue group entities with different functional currencies. Exposures are in the form of cash pools as well as intra-group trade payables and receivables. Global Blue’s largest exposures for the financial year ended March 31, 2020 were to the British pound, Swiss franc and Moroccan dirham, and for the nine months ended December 31, 2020 were to the British pound, Singapore Dollar and Moroccan Dirham. Volatility in these currencies may therefore impact Global Blue’s results of operations if not properly managed. Adverse currency movements could result in a material adverse effect on Global Blue’s business, results of operations and financial condition. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure about Market Risk—Foreign Exchange Risk.”

Global Blue’s consolidated financial statements include significant intangible assets which could be impaired.

Global Blue carries significant intangible assets on its balance sheet. As of December 31, 2020, the intangible assets on Global Blue’s balance sheet totaled €576.1, including €411.4 million in goodwill and €27.1 million in trademarks and customer relationships relating to the 2012 GB Acquisition.

Pursuant to current accounting rules, Global Blue is required to assess goodwill for impairment at least annually or more frequently if impairment indicators are present. Impairment indicators include, but are not limited to, significant underperformance relative to historical or projected future operating results, a significant decline in share price or market capitalization and negative industry or economic trends. If such events were to occur, the carrying amount of Global Blue’s goodwill may no longer be recoverable and Global Blue would be required to record an impairment charge. The COVID-19 pandemic and its impact on Global Blue’s business was an impairment indicator that Global Blue assessed. See “—The COVID-19 pandemic has resulted in significantly decreased activity in the international travel and extra-regional shopping sectors and, as a result, has had a significant negative impact on Global Blue. The effects of COVID-19 are expected to continue to have a negative impact on Global Blue’s business, results of operations and financial condition until the pandemic and health

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concerns subside and the related preventative measures are lifted.” Global Blue assessed its goodwill for impairment as of the most recent reporting date of March 31, 2020, including analyses for the impact of COVID-19. Global Blue considered a sensitivity analysis that included a significant decline for revenue in the financial year ending March 31, 2021 (generally consistent with the recent months following the onset of the COVID-19 pandemic, as detailed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19”), and a recovery profile such that, by the financial year ending March 31, 2025, revenue still would not have fully reached the actual reported revenue for the financial year ended March 31, 2020. This implies a nominal negative compound annual revenue growth rate over this period. The downside case resulted in no impairment, though minimal headroom. Should the impact of the COVID-19 pandemic on Global Blue’s revenue be more severe or of longer duration than assumed in the downside sensitivity, the goodwill balance may be at risk of impairment.

Other intangible assets, such as trademarks and customer relationships, are amortized on a yearly basis. However, if impairment indicators are present, Global Blue is required to test such intangible assets for impairment.

Risks Related to the Company’s Securities

Future sales, or the perception of future sales, by us or our existing securityholders may cause the market price of our securities to drop significantly.

The sale of our securities in the public market, or the perception that such sales could occur, including sales by our existing securityholders and the conversion of the Global Blue Warrants or Series A Preferred Shares, could harm the prevailing market price of our securities. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Following the effectiveness of the registration statement of which this prospectus forms a part, substantially all of the Company’s securities may be sold in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the price of the Company’s securities or putting significant downward pressure on the price of the Company’s securities. See “Securities Eligible for Future Sale.”

Global Blue Warrants will become exercisable for ordinary shares and Series A Preferred Shares will be convertible into ordinary shares, which would increase the number of securities eligible for future resale in the public market and result in dilution to our shareholders, and may adversely affect the market price of our ordinary shares.

Outstanding Global Blue Warrants to purchase an aggregate 30,735,950 ordinary shares of the Company are exercisable at a price of $11.50 per share, subject to adjustments. In addition, a total of 17,788,512 Series A Preferred Shares, excluding 5,929,477 Series A Preferred Shares held in treasury, are convertible into ordinary shares, under certain circumstances, on a cashless and one-for-one basis. To the extent such Global Blue Warrants are exercised or Series A Preferred Shares are converted, additional ordinary shares will be issued, which will result in dilution to the holders of ordinary shares and increase the number of securities eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our ordinary shares.

In addition, the market price of our ordinary shares may also be adversely affected if investors in our ordinary shares view the Series A Preferred Shares as a more attractive means of equity participation in us than owning our ordinary shares or as a results of any hedging or arbitrage trading activity that may develop involving the Series A Preferred Shares and our ordinary shares.

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Our ordinary shares rank junior to the Series A Preferred Shares with respect to the payment of dividends and amounts payable in the event of our liquidation.

Our ordinary shares rank junior to the Series A Preferred Shares with respect to the payment of dividends and amounts payable in the event of our liquidation. This means that, unless dividends have been declared and paid, or set aside for payment, on all outstanding Series A Preferred Shares, no dividends may be declared or paid on our ordinary shares. Likewise, in the event of our liquidation, no distribution of our assets may be made to holders of our ordinary shares until we have paid to holders of the Series A Preferred Shares liquidation proceeds equal to $10.00 per share.

The trading price of the Company’s securities may be volatile.

The trading price of the Company’s securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on the investment in the Company’s securities and the securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

• actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• changes in the market’s expectations about our operating results;

• success of competitors;

• lack of adjacent competitors;

• our operating results failing to meet the expectation of securities analysts or investors in a particular period;

• changes in financial estimates and recommendations by securities analysts concerning Global Blue or the industries in which we operate in general;

• operating and stock price performance of other companies that investors deem comparable to us;

• our ability to market new and enhanced products and services on a timely basis;

• changes in laws and regulations affecting our business;

• commencement of, or involvement in, litigation involving us;

• changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

• the volume of our securities, including ordinary shares, Global Blue Warrants and the Series A Preferred Shares, available for public sale;

• any major change in the Board of Directors or management;

• sales of substantial amounts of ordinary shares, Global Blue Warrants and the Series A Preferred Shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; and

• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the NYSE, has experienced price and volume

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fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress the price of the Company’s securities regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Reports published by analysts, including projections in those reports that differ from Global Blue’s actual results, could adversely affect the price and trading volume of our ordinary shares.

Global Blue currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results Global Blue actually achieves. The Company’s ordinary share price may decline if actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports downgrades the Company’s securities or publishes inaccurate or unfavorable research about Global Blue’s business, the Company’s ordinary share price could decline. If one or more of these analysts ceases coverage or fails to publish reports regularly, the Company’s ordinary share price or trading volume could decline. While the Company expects research analyst coverage of the Company, if no analysts commence coverage of Global Blue, the trading price and volume for the Company’s ordinary shares could be adversely affected.

The NYSE may not continue to list the Company’s securities on its exchange, which could limit the ability of investors to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

To continue listing the Company’s securities on the NYSE, Company is required to demonstrate compliance with the NYSE’s continued listing requirements.

There can be no assurance that the Company will be able to meet the NYSE’s continued listing requirement or maintain other listing standards. If our ordinary shares are delisted by the NYSE, and it is not possible to list the Company’s securities on another national securities exchange, Global Blue expects the Company’s securities to be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including:

• less liquid trading market for its securities;

• more limited market quotations for its securities;

• determination that its ordinary shares are a “penny stock” that requires brokers to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for the Company’s securities;

• more limited research coverage by stock analysts;

• loss of reputation;

• more difficult and more expensive equity financings in the future; and

• decreased ability to issue additional securities or obtain additional funding in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Company’s ordinary shares remain listed on the NYSE, such shares will be covered securities. Although the states are preempted from regulating the sale of the Company’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the

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states can regulate or bar the sale of covered securities in a particular case. If the Company’s securities were no longer listed on the NYSE and therefore not “covered securities,” we would be subject to regulation in each state in which we offer the Company’s securities.

As a “foreign private issuer” under the rules and regulations of the SEC, the Company is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain requirements of the NYSE applicable to U.S. companies.

The Company is considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, the Company is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. The Company currently prepares its financial statements in accordance with IFRS. The Company will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS. The Company is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of the Company’s securities. Accordingly, if you continue to hold the Company’s securities, you may receive less or different information about the Company than you would receive about a U.S. domestic public company.

In addition, as a “foreign private issuer” whose securities will be listed on the NYSE, the Company is permitted to follow certain home country corporate governance practices in lieu of certain requirements of the NYSE. A “foreign private issuer” must disclose in its annual reports filed with the SEC each requirement of the NYSE with which it does not comply, followed by a description of its applicable home country practice. The Company currently intends to follow the corporate governance requirements of the NYSE. However, the Company cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore, in the future, rely on available exemptions that would allow the Company to follow its home country practice. Unlike the requirements of the NYSE, there are currently no mandatory corporate governance requirements in Switzerland that would require the Company to: (i) have a majority of the Board of Directors be independent; (ii) establish a nominating/governance committee; or (iii) hold regular executive sessions where only independent directors may be present. Such Swiss home country practices may afford less protection to holders of the Company’s securities.

The Company could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of its outstanding voting securities are directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of its executive officers or directors are U.S. citizens or residents; (ii) more than 50% of its assets are located in the United States; or (iii) its business is administered principally in the United States. If the Company loses its status as a “foreign private issuer” in the future, it will no longer be exempt from the rules described above and, among others, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, the Company would likely incur substantial costs in fulfilling these additional regulatory requirements and members of the Company’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Provisions in the Articles of Association and Swiss law may limit the availability of attractive takeover proposals.

The Company’s articles of association (the “Articles of Association”) contain provisions that may discourage unsolicited takeover proposals that shareholders of the Company may consider to be in their best

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interests. In particular, the Articles of Association contain a provision which requires approval by the majority of votes present at a special meeting of the Series A Preferred Shares where the holders of the Series A Preferred Shares would receive less than $10 per Series A Preferred Share in connection with a merger or public tender offer when shareholder approval is required as a condition to the offer. Other provisions in the Articles of Association and Swiss law include the requirement for the affirmative vote of holders of at least two-thirds of the represented shares and the absolute majority of the represented nominal value of the shares at a general meeting of shareholders to amend provisions therein that affect certain shareholder rights or the Company’s ability to enter into certain transactions. These provisions could limit the price investors might be willing to pay for the Company’s securities.

Global Blue has identified material weaknesses in its internal control over financial reporting. If Global Blue is unable to remediate these material weaknesses or otherwise fails to maintain an effective system of internal controls, Global Blue may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and the price of its securities.

Global Blue has identified material weaknesses in its internal control over financial reporting. A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Global Blue identified an error related to a goodwill impairment charge taken in the period ending March 31, 2020 associated with the Refund Suisse business, an acquisition completed in September 2018 for a total consideration of €7 million (of which €1.6 million was in the form of an earn-out). Refund Suisse did not meet certain financial targets which would require payments under the contingent consideration associated with the acquisition, thus resulting in no payment being required by Global Blue. As a result, Global Blue released the contingent consideration liability and recorded a gain in the income statement and impaired associated goodwill which was recorded as part of the original purchase price allocation in 2018. Given that Refund Suisse forms part of the TFS CGU, which has significant headroom, the impairment of €1.6 million (resulting in a reduction in net profit) was incorrect and should not have been recorded. As this amount is material against certain IFRS metrics, the financial statements included within this prospectus required correction and have been restated to correct for this item. Additionally, Global Blue identified an error related to the calculation of its estimated trade receivables loss allowance in the period ending March 31, 2020, of €0.9 million. As this amount is material against certain IFRS metrics, the financial statements included within this prospectus required correction and have been restated to correct for this item.

These material weaknesses arose from a lack of effective internal controls to ensure that accounting policies were appropriately applied to the assessment of the impairment of non-financial assets and estimated trade receivables loss allowance. Specifically, despite accounting policies being in place, there were insufficient procedures and controls to ensure that the policies were appropriately implemented and that there was proper internal review. Global Blue has taken steps to remediate these material weaknesses and to enhance its overall control environment, including implementing changes in its internal control over financial reporting with regard to complex accounting matters and the assessment of the estimated trade receivables loss allowance through implementing additional review procedures with its Chief Financial Officer.

These material weaknesses could result in misstatements of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

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However, the implementation of the remedial measures described above and other measures Global Blue may take may not fully address these material weaknesses in Global Blue’s internal control over financial reporting, and therefore Global Blue might not be able to conclude that it has been fully remedied. If Global Blue fails to correct these material weaknesses or if Global Blue experiences additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, we may not be able to accurately or timely report its financial information and such failure could result in a negative reaction in the financial markets due to a loss of confidence in the reliability of its financial information, which could negatively affect the market price of its securities. Any such action could negatively affect Global Blue’s results of operations and cash flows.

If Global Blue fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud, and as a result, securityholders could lose confidence in Global Blue’s financial and other public reporting, which would harm its business and the trading price of the Company’s securities.

Effective internal controls over financial reporting are necessary for Global Blue to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause Global Blue to fail to meet its reporting obligations. Global Blue has identified certain material weaknesses in its internal control related to errors identified in the March 31, 2020 financial statements. See “—Global Blue has identified material weaknesses in its internal control over financial reporting. If Global Blue is unable to remediate these material weaknesses or otherwise fails to maintain an effective system of internal controls, Global Blue may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and the price of its securities.” In addition, any testing by it conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by its independent registered public accounting firm, may reveal deficiencies in Global Blue’s internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to its financial statements or identify other areas for further attention or improvement. Inferior internal controls could also subject Global Blue to regulatory scrutiny and sanctions, impair its ability to raise revenue and cause investors to lose confidence in its reported financial information, which could have a negative effect on the trading price of the Company’s securities.

Global Blue will be required to disclose changes made in its internal controls and procedures and its management will be required to assess the effectiveness of these controls annually. However, for as long as the Company is an “emerging growth company” under the JOBS Act, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of Global Blue’s internal controls could detect problems that its management’s assessment might not. Undetected material weaknesses in Global Blue’s internal controls could lead to financial statement restatements and require it to incur the expense of remediation.

Risks Related to Global Blue as a Public Company

Fluctuations in operating results, quarter-to-quarter earnings and other factors, including incidents involving Global Blue’s customers and negative media coverage, may result in significant decreases or fluctuations in the price of Global Blue securities.

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of our ordinary shares and, as a result, there may be significant volatility in the market price of our ordinary shares. Separately, if the Company is unable to operate as profitably as investors expect, the market price of our ordinary shares will likely decline when it becomes apparent that the market expectations may not be realized. In addition to operating results, many economic and seasonal factors outside of the Company’s control could have an adverse effect on the price of our ordinary shares and increase fluctuations in its earnings. These factors include certain of the risks discussed in this

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prospectus, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, change in government regulation, foreign currency fluctuations and uncertainty in tax policies, the possible effects of war, terrorist and other hostilities, other factors affecting travel and traveler shopping (including pandemics), adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the luxury goods retail industry.

An active market for the Company’s securities may not develop, which would adversely affect the liquidity and price of its securities.

An active trading market for the Company’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your ordinary shares unless an active market for such security can be established and sustained.

The Company may issue additional ordinary shares or other securities without shareholder approval, which would dilute existing ownership interests and may depress the market price of its securities.

The Company may issue additional ordinary shares or other equity securities of equal or senior rank (including Global Blue Warrants and/or Series A Preferred Shares) in the future in connection with, among others, repayment of outstanding indebtedness or Global Blue’s equity incentive plan, without shareholder approval, in a number of circumstances.

The Company’s issuance of additional ordinary shares or other equity securities of equal or senior rank would have the following effects:

• the Company’s existing securityholders’ proportionate ownership interest in the Company may decrease;

• the amount of cash available per share, including for payment of dividends in the future, may decrease;

• the relative voting strength of each previously outstanding ordinary share may be diminished; and

• the market price of the Company’s securities may decline.

Silver Lake is able to exert control over Global Blue. The interests pursued by Silver Lake could differ from the interests of Global Blue’s other securityholders.

Silver Lake beneficially owns approximately 78.3% of our ordinary shares. Due to its large shareholdings, Silver Lake is able to exert control in the general meeting of Global Blue shareholders and, consequently, on matters decided by the general meeting, including the appointment of members of the Board of Directors, the payment of dividends and any proposed capital increase. The interests pursued by Silver Lake could differ from the interests of Global Blue’s other securityholders. See “Certain Relationships and Related Person Transactions” for a description of certain arrangements regarding the relationship between the Company and Silver Lake.

Global Blue is incurring higher costs as a result of being a public company.

Global Blue is incurring additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. Global Blue is incurring and will continue to incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and related rules implemented by the SEC and the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. Global Blue expects these laws and regulations to increase

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its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Global Blue is currently unable to estimate these costs with any degree of certainty. Global Blue may need to hire more employees or engage outside consultants to comply with these requirements, which will increase its costs and expenses accordingly. These laws and regulations could make it more difficult or costly for Global Blue to obtain certain types of insurance, including director and officer liability insurance, and Global Blue may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for Global Blue to attract and retain qualified persons to serve on the Board of Directors, its committees, or as executive officers. Furthermore, if Global Blue is unable to satisfy its obligations as a public company, it could be subject to delisting of its securities, fines, sanctions and other regulatory action and potentially civil litigation.

For so long as Global Blue Currency Choice Italia S.r.l. (“GBCCI”) holds a license from the Bank of Italy, acquiring a direct or indirect substantial stake in Global Blue’s share capital may require the prior consent of, or post-closing notification to, the Bank of Italy and may be subjected to restrictions and other requirements.

The acquisition, alone or together with others, of a direct or indirect substantial stake (or voting rights) in the share capital of Global Blue, which indirectly controls GBCCI, which is an Italian payment institution supervised by the Bank of Italy, entailing the power to control or exercise a significant influence on the management of Global Blue (and, in turn, on the management of GBCCI), may be subject to the prior consent of the Bank of Italy or to prescribed post-closing notification duties of the Bank of Italy. In order to determine whether the acquisition of a substantial stake (or voting rights) in the share capital of Global Blue triggers the need to obtain the prior consent of the Bank of Italy, the relevant threshold in relation to listed entities is generally 10% of a company’s share capital (or voting rights), although a case-by-case assessment of the shareholders’ structure of Global Blue at the time of an acquisition would be required as the need to obtain prior consent from the Bank of Italy may also stem from other factors (e.g., commercial or shareholders’ agreements in place entailing or excluding the ability to influence the management of Global Blue and/or GBCCI). Non-compliance with the requirement to obtain such a prior consent, or to comply with the applicable post-closing notification duties, would violate articles 19 and 114-undecies of Legislative Decree 1 September 1993, No. 385, as amended, and may lead to administrative sanctions, including but not limited to administrative fines. In addition, failure to obtain such a consent or to comply with the prescribed post-closing notification duties may mean that the voting rights or any other rights attached to the stake (or voting rights) in the share capital of Global Blue acquired by the acquiring entity of such stake may not be exercised, and may result in the annulment of resolutions that have been passed in general meetings of GBCCI where the required majority would not have been reached without the votes attached to the shareholding held by Global Blue in GBCCI’s share capital. Furthermore, equity stakes purchased in the absence of the required prior consent of the Bank of Italy must be sold within the deadline established by the Bank of Italy. If prior consent is required, the Bank of Italy will grant the same after having verified that the applicant satisfies its requirements for reputation, professionalism and good standing, in order to ensure the sound and prudent management of GBCCI.

Securityholders have limited ability to bring an action against the Company or against its directors and officers, or to enforce a judgment against the Company or them, because the Company is incorporated in Switzerland, because the Company conducts a majority of its operations outside of the United States and because a majority of the Company’s directors and officers reside outside the United States.

The Company is incorporated in Switzerland and conducts a majority of its operations through its subsidiary, Global Blue Group AG, outside the United States. All of the Company’s assets are located outside the United States. A majority of the Company’s officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against the Company or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws outside of the United

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States could render you unable to enforce a judgment against the Company’s assets or the assets of the Company’s directors and officers.

In addition, the Articles of Association provide for arbitration in Zurich, Switzerland in accordance with the Rules of Arbitration of the International Chamber of Commerce for corporate litigation between the Company and its directors and its securityholders. While arbitration clauses in Articles of Association are considered to be valid under Swiss law, it is not settled under Swiss law whether they are also valid in the context of listed companies, which uncertainty could create some delay for securityholders seeking to bring claims against Global Blue or its directors or officers. Costs in arbitration proceedings can be significantly higher than in proceedings before ordinary Swiss courts. Securityholders initiating arbitration proceedings under the arbitration provision contained in the Articles of Association will be required to make advance payments to the arbitration court in order to cover the arbitration court’s expenses and these amounts can be materially higher than in a proceeding in an ordinary Swiss court. Similarly, a securityholder will or may be required to make advance payments to cover the counsel cost of the opposing party in the event it does not prevail or only partly prevails, and such reimbursement cost can be significantly higher than in proceedings in ordinary Swiss courts. Also, the ability to obtain evidence and enforce evidence production obligations in an arbitration proceeding can be significantly less effective than in an ordinary Swiss court proceeding. Further, the enforcement of an arbitration award outside of Switzerland may be more difficult and subject to more burdensome requirements than enforcement of a verdict of a Swiss court. In addition, while such arbitration requirements for corporate litigation would not preclude a securityholder from bringing a claim against Global Blue or its directors or officers in U.S. courts under the civil liability provisions of the U.S. federal securities laws, as noted above, securityholders may be unable to enforce a judgment predicated upon such civil liability provisions in Swiss courts.

As a result of all of the above, our securityholders might have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors or controlling shareholders than they would as securityholders of a U.S. public company.

Certain protections of Swiss law that apply to Swiss domestic listed companies do not apply to the Company.

Due to Global Blue’s cross-border structure, certain protections of Swiss law that apply to Swiss domestic listed companies will not apply to the Company. In particular, the rules of the Swiss Financial Infrastructure Act on disclosure of shareholdings and tender offer rules, including mandatory tender offer requirements and regulations of voluntary tender offers, which typically apply in relation to Swiss companies listed in Switzerland, will not apply to the Company as it will not be listed in Switzerland.

Global Blue is an “emerging growth company” and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our ordinary shares may be less attractive to investors.

Global Blue is an “emerging growth company,” as defined in the JOBS Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Global Blue cannot predict if investors will find its shares less attractive because it will rely on these exemptions, including delaying adoption of new or revised accounting standards until such time as those standards apply to private companies and reduced disclosure obligations regarding executive compensation. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market and the price of the Company’s securities may be more volatile. Global Blue may take advantage of these reporting exemptions until it is no longer an “emerging growth company.” Global Blue will remain an “emerging growth company” until the earlier of (1) the last day of the financial year (a) following the fifth anniversary of the completion of the FPAC IPO, (b) in which it has total annual gross revenue of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last

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day of the second financial quarter of such financial year, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

The Company may not be able to make dividend distributions or repurchase shares without subjecting shareholders to Swiss withholding tax.

The Company may not be successful in its efforts to make distributions, if any, on a withholding tax-free basis. Distributions made by the Company will generally be subject to a Swiss federal withholding tax at a rate of 35%, except if made out of confirmed capital contribution reserves. However, the Company may be unable to obtain the confirmation by the Swiss tax authorities of the capital contribution reserves in the desired amount. Furthermore, the Company may be unable to make distributions out of confirmed capital contribution reserves for other reasons, such as in case capital contribution reserves were depleted in the context of the redemption of Series A Preferred Shares or as a result of other distributions, to the extent its audited statutory financial statements show a loss carry forward which it may incur as a result of operational losses, or impairment of assets. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. A U.S. holder that qualifies for benefits under the Convention between the United States and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income (the “U.S.-Swiss Treaty”) may apply for a refund of the tax withheld in excess of the 15% treaty rate (or in excess of the 5% reduced treaty rate for qualifying corporate shareholders holding at least 10% of the voting stock of the Company, or for a full refund in the case of qualified pension funds). Payment of a capital distribution in the form of a par value reduction is not subject to Swiss withholding tax. If the Company is unable pay a dividend out of qualifying additional paid-in capital, the Company may not be able to make distributions without subjecting shareholders to Swiss withholding taxes.

Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax on the difference between the par value and the repurchase price. Accordingly, the Company may not be able to repurchase shares for the purposes of capital reduction without subjecting shareholders to Swiss withholding taxes. See “Taxation—Switzerland Taxation.”

Risks Related to the U.S. Federal Income Tax Treatment

If a U.S. person is treated as owning at least 10% of the ordinary shares, such person may be subject to adverse U.S. federal income tax consequences.

If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our ordinary shares, such person may be treated as a “United States shareholder” with respect to each of the Company and its direct and indirect subsidiaries that is a “controlled foreign corporation.” If the Global Blue group includes one or more U.S. subsidiaries, under recently-enacted rules, certain of the Company’s non-U.S. subsidiaries could be treated as controlled foreign corporations regardless of whether the Company is treated as a “controlled foreign corporation” (although there is currently a pending legislative proposal to significantly limit the application of these rules).

A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income” and (in computing its “global intangible low-taxed income”) “tested income” and a pro rata share of the amount of U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due from starting. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax

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credits that would be allowed to a United States shareholder that is a U.S. corporation. The Company cannot provide any assurances that it will assist holders in determining whether any of its non-U.S. subsidiaries are treated as a controlled foreign corporation or whether any holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations.

If the Company were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. Holders of our ordinary shares could be subject to adverse U.S. federal income tax consequences.

If the Company is or becomes a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297 of the Code for any taxable year during which a U.S. Holder holds ordinary shares (as such term is defined under “Taxation—Material U.S. Federal Income Tax Considerations to U.S. Holders”), certain adverse U.S. federal income tax consequences may apply to such U.S. Holder. The Company does not expect the Company to be a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Accordingly, there can be no assurance that the Company will not be treated as a PFIC for any taxable year.

If the Company were a PFIC, a U.S. Holder of our Ordinary shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. See “Taxation—Material U.S. Federal Income Tax Considerations to U.S. Holders.”

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information is being provided to aid you in your analysis of the financial aspects of the Business Combination that was consummated on August 28, 2020. The following has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined income statements for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020 gives pro forma effect to the Business Combination as if it had occurred as of April 1, 2019. This information should be read in conjunction with FPAC and Global Blue Group AG’s respective audited and unaudited financial statements and related notes included elsewhere in this prospectus.

The unaudited pro forma condensed combined income statement for the twelve months ended March 31, 2020 has been prepared using the following:

• Global Blue’s restated audited historical consolidated income statement for the twelve months ended March 31, 2020, as included elsewhere in this prospectus;

• FPAC’s unaudited historical condensed statement of operations for the three months ended March 31, 2020, as included elsewhere in this prospectus;

• FPAC’s audited historical statement of operations for the twelve months ended December 31, 2019, as included elsewhere in this prospectus; and

• FPAC’s unaudited historical condensed statement of operations for the three months ended March 31, 2019, as included elsewhere in this prospectus.

The unaudited pro forma condensed combined income statement for the nine months ended December 31, 2020 has been prepared using the following:

• Global Blue’s unaudited historical condensed consolidated income statement for the nine months ended December 31, 2020, as included elsewhere in this prospectus;

- For the nine months ended December 31, 2020, the pro forma condensed combined income statement includes six months of Global Blue stand-alone financials and three months of combined FPAC and Global Blue financials; and

• FPAC’s unaudited historical condensed statement of operations for the six months ended June 30, 2020, as included elsewhere in this prospectus.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the Company’s actual financial position or results of operations would have been had the Business Combination been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Company. The unaudited pro forma adjustments are based on information currently available. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the unaudited pro forma condensed combined financial information. Management of Global Blue has made significant estimates and assumptions in the determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. As a result, this unaudited pro forma condensed combined financial information should be read in conjunction with the financial information included elsewhere in this prospectus.

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Description of the Transaction

For a description of the Transaction and details of the Business Combination, see “Prospectus Summary—Recent Developments—Business Combination.”

Accounting Treatment

The transaction has first been accounted for as a capital reorganization whereby the Company is the successor to its predecessor Global Blue Group AG. As a result of the first step described above, the existing shareholders of Global Blue Group AG continued to retain control through their majority ownership of the Company. The capital reorganization was immediately followed by the acquisition of FPAC, which is accounted for within the scope of IFRS 2 (Share-based Payment). The shares issued by the Company are recognized at fair value and recorded as consideration for the acquisition of the public shell company, FPAC. Under this method of accounting, there is no acquisition accounting and no recognition of goodwill, as a result of FPAC not being recognized as a business as defined by IFRS 3 (Business Combination) given it consists predominantly of cash in the Trust Account. In addition, the following factors were also taken into consideration: (i) the business of Global Blue Group AG comprises the ongoing operations of the Company; (ii) Global Blue Group AG’s senior management comprise the senior management of the Company; (iii) the pre-Business Combination shareholders of Global Blue Group AG have the largest ownership of the Company and the right to appoint the highest number of members to the Board of Directors relative to other shareholders; and (iv) the headquarters of the Company is that of Global Blue Group AG.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are directly attributable to the Business Combination, factually supportable and, with regards to the unaudited pro forma condensed combined income statements, are expected to have a continuing impact on the results of the Company.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies always been combined for the historical periods presented here. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of future financial position and results that the Company will experience. Global Blue Group AG and FPAC did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Set forth below is the unaudited pro forma condensed combined income statement for the twelve months ended March 31, 2020 and the nine months ended December 31, 2020, based on the historical financial statements of FPAC and Global Blue Group AG (as adjusted below).

52

PRO FORMA CONDENSED COMBINED INCOME

STATEMENT FOR THE TWELVE MONTHS ENDED

MARCH 31, 2020 (UNAUDITED)

(in EUR thousands unless otherwise denoted)

	Global Blue (Historical) Restated			FN		FPAC (Historical) U.S. GAAP						FN		IFRS Conversion and Presentation Alignment			FN			Pro Forma Adjustments			FN		Pro Forma Combined			FN
						USD			EUR(A)
Total revenue		420,400					—			—					—						—					420,400
Operating expenses		(379,201	)							—					(7,684	)		(B	)		180			(C)
																					9,673			(D)
																					779			(J)
																					—			(H)		(376,253	)
General and administrative costs		—					(8,338	)		(7,504	)				7,504			(B	)		—					—
Franchise tax expense		—					(200	)		(180	)				180			(B	)		—					—
Operating expenses		(379,201	)				(8,538	)		(7,683	)				(0	)					10,632					(376,253	)
Operating Profit		41,199					(8,538	)		(7,683	)				(0	)					10,632					44,147
Interest and investment income		—					13,101			11,790					(11,790	)		(B	)		—					—
Finance income		5,309								—					11,790			(B	)		(11,790	)		(C)		5,309
Finance costs		(37,158	)							—					—						10,639			(E)
																					170			(F)		(26,348	)
Net finance costs		(31,849	)				13,101			11,790					—						(981	)				(21,039	)
Profit before tax		9,350					4,563			4,107					(0	)					9,651					23,107
Income tax (expense) benefit		(7,681	)				(2,714	)		(2,443	)				—						(3,485	)		(G)		(13,609	)
Profit for the year		1,669					1,848			1,664					(0	)					6,166					9,499
Profit attributable to:
Owners of the parent		(3,532	)				1,848			1,664					—						6,166					4,298
Non-controlling interests		5,201					—			—					—						—					5,201
Profit for the year		1,669					1,848			1,664					—						6,166					9,499
Profit attributable to owners of the parent:
Common																										3,899
Series A Preferred Shares																										399
Profit attributable to owners of the parent:																										4,298
Per Share:
Basic attributable profit per share		(€0.09)					$0.02			€0.02			(K)													€0.02			(L)
Basic weighted average number of shares in issue (thousands)		40,000			(I)		79,063			79,063																173,855			(M)
Diluted attributable profit per share		(€0.09)					$0.02			€0.02			(K)													€0.02			(L)
Diluted weighted average number of shares in issue (thousands)		40,000					79,063			79,063																191,644			(M)
Per Series A Preferred Shares:
Basic attributable profit per share																										€0.02			(L)
Basic weighted average number of shares in issue (thousands)																										17,789			(M)
Diluted attributable profit per share																										€0.02			(L)
Diluted weighted average number of shares in issue (thousands)																										17,789			(M)

53

Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Income Statement

The adjustments included in the unaudited pro forma condensed combined income statements for the twelve months ended March 31, 2020 are as follows:

(A) The historical financial information of FPAC was prepared in accordance with U.S. GAAP and presented in USD. The historical financial information was translated from USD to EUR using the following average historical exchange rate of $1.111 per euro for the twelve months ended March 31, 2020.

(B) Reflects the reclassification adjustment to align FPAC’s historical statement of operations with the presentation of Global Blue’s income statement.

(C) Reflects the elimination of FPAC historical Interest and Investment Income and Franchise Tax Expense that would not have been earned or incurred, respectively, had the Business Combination been consummated on April 1, 2019.

(D) Reflects the elimination of FPAC and Global Blue historical transaction costs directly related to the Business Combination, which are non-recurring. This results in a pre-tax impact of approximately €9.7 million for the twelve months ended March 31, 2020.

(E) Reflects the reduction in Finance Costs as a result of the Refinancing of the Prior Facilities with the Facilities.

P&L Line Item	Historical			Refinancing			Impact
	(Twelve Months Ended March 31, 2020, in thousands of EUR)
Term Loan Expense		(22,238	)		(12,775	)		9,463
Revolving Credit Facility Expense		(1,008	)		(577	)		430
Debt Issuance Cost		(2,206	)		(1,460	)		746
Total		(25,452	)		(14,812	)		10,639

The Term Loan Facility and the Revolving Credit Facility provide for a variable interest rate, equal to EURIBOR (with a zero floor) for the period plus a margin. As a result of current negative rates, the zero floor is the binding constraint, meaning a 1/8 percent increase or decrease in EURIBOR would not impact the applicable interest rate.

In addition, concurrent with the Refinancing, Global Blue incurred debt issuance costs of €7.8 million, which are capitalized and amortized over 5 years as part of Finance Costs.

In connection with the Refinancing, a one-time IFRS 9 expense of €4.5 million was identified. No adjustment has been made to the unaudited pro forma income statement for the twelve months ended March 31, 2020, due to the fact that the adjustment is non-recurring in nature.

(F) As a result of the conversion of non-convertible equity certificates at the consummation of the Business Combination, the associated interest expense is eliminated.

(G) Reflects the cumulative impact on Income Tax Expense from the above adjustments related to the Business Combination, based on the relevant statutory tax rates.

(H) The Business Combination is accounted for under IFRS 2, as detailed in items (12) above. The IFRS 2 expense is a non-cash expense of €135 million. No adjustment has been made to the unaudited pro forma income statement for the twelve months ended March 31, 2020, due to the fact that the adjustment is non-recurring in nature.

(I) Prior to the Business Combination, 40,000,000 ordinary shares of Global Blue Group AG were outstanding. As a result of the contribution to the Company (and giving effect to the Management Roll-up, which included the conversion of non-convertible equity certificates and other items), the number of shares has increased.

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(J) The operating expenses include a Global Blue share-based payment expense of €3.3 million for the twelve months ended March 31, 2020 related to a Management Equity Plan from prior to the combination. There are no share-based payment expenses in the FPAC historical condensed income statement. On November 12, 2020, Global Blue granted 7,970,000 share options and 475,491 RSA, in addition to the previously granted 486,527 share options which converted into options over Global Blue ordinary shares at Closing. For the twelve months ended March 31, 2020, Global Blue had recognized €3.3 million of share-based compensation, which under the new MIP would have been €2.5 million The impact on the pro forma financial information in this prospectus is adjusted by €0.8 million to reflect the new MIP.

(K) FPAC historically presented per share metrics for each of the FPAC Class A Common Stock and the FPAC Class B Common Stock, based on the earnings attributable to each class. For the twelve months ended March 31, 2020, the basic and diluted earnings per share of FPAC Class A Common Stock was €0.14 and the basic and diluted earnings per share of FPAC Class B Common Stock was (€0.47).

(L) For purposes of calculating attributable profit per share, the two-class method is applied. Our ordinary shares and Series A Preferred Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.

(M) On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuating in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into ordinary shares which was carried out on December 16, 2020. As a result of this, the Series A Preferred Shares were reduced by 5.9 million from 23.7 million to 17.8 million (with an additional 5.9 million shares held in treasury) and our ordinary shares increased by 5.9 million from 167.8 million to 173.9 million.

55

PRO FORMA CONDENSED COMBINED INCOME

STATEMENT FOR THE NINE MONTHS ENDED

DECEMBER 31, 2020 (UNAUDITED)

(in EUR thousands unless otherwise denoted)

	Global Blue (Historical)			FN	FPAC (Historical) U.S. GAAP						FN	IFRS Conversion and Presentation Alignment			FN	IFRS			Pro Forma Adjustments			FN	Pro Forma Combined			FN
					USD			EUR(A)
Total revenue		34,231				—			—				—							—				34,231
Operating expenses		(414,610	)						—				(7,030	)	(B)		(7,030	)		(86	)	(C)
																				44,500		(D)
																				(56	)	(I)
																				58,700		(I)
																				6,000		(I)
																				135,300		(H)		(177,283	)
General and administrative costs		—				(8,005	)		(6,944	)			6,944		(B)		—			—				—
Franchise tax expense		—				(100	)		(86	)			86		(B)		—			—				—
Operating expenses		(414,610	)			(8,105	)		(7,030	)			—				(7,030	)		244,357				(177,283	)
Operating Profit		(380,379	)			(8,105	)		(7,030	)			—				(7,030	)		244,357				(143,052	)
Interest and investment income		—				2,691			2,334				(2,334	)	(B)		—			—				—
Finance income		1,739							—				2,334		(B)		2,334			(2,334	)	(C)		1,739
Finance costs		(18,948	)						—				—				—			3,039		(E)
																				4,500		(E)
																				80		(F)		(11,330	)
Net finance costs		(17,209	)			2,691			2,334				—				2,334			5,284				(9,591	)
Profit before tax		(397,588	)			(5,413	)		(4,696	)			—				(4,696	)		249,641				(152,643	)
Income tax (expense) benefit		24,497				(514	)		(446	)			—				(446	)		(57,973	)	(G)		(33,922	)
Profit for the year		(373,091	)			(5,927	)		(5,142	)			—				(5,142	)		191,668				(186,565	)
Profit attributable to:
Owners of the parent		(371,988	)			(5,927	)		(5,142	)			—				(5,142	)		191,668				(185,461	)
Non-controlling interests		(1,103	)			—			—				—							—				(1,103	)
Profit for the year		(373,091	)			(5,927	)		(5,142	)			—				(5,142	)		191,668				(186,564	)
Profit attributable to owners of the parent:
Common		(337,460	)																					(168,247	)
Series A Preferred Shares		(34,528	)																					(17,215	)
Profit attributable to owners of the parent:		(371,988	)																					(185,461	)
Per Share:
Basic attributable profit per share		(€1.94)				($0.07)			(€0.07)		(J)						(€0.07)							(€0.97)		(K)
Basic weighted average number of shares in issue (thousands)		173,855				79,063			79,063								79,063							173,855		(L)
Diluted attributable profit per share		(€1.94)				($0.07)			(€0.07)		(J)						(€0.07)							(€0.97)		(K)
Diluted weighted average number of shares in issue (thousands)		173,855				79,063			79,063								79,063							173,855		(L)
Per Series A Preferred Shares:
Basic attributable profit per share		(€1.94)																						(€0.97)		(K)
Basic weighted average number of shares in issue (thousands)		17,789																						17,789		(L)
Diluted attributable profit per share		(€1.94)																						(€0.97)		(K)
Diluted weighted average number of shares in issue (thousands)		17,789																						17,789		(L)

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Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Income Statement

The adjustments included in the unaudited pro forma condensed combined income statement for the nine months ended December 31, 2020 are as follows:

(A) The income statement of FPAC was prepared in accordance with U.S. GAAP and presented in USD. The historical financial information was translated from USD to EUR using the following average historical exchange rate of $1.153 per euro for the nine months ended December 31, 2020.

(B) Reflects the reclassification adjustment to align FPAC’s historical statement of operations with the presentation of Global Blue’s income statement.

(C) Reflects the elimination of FPAC historical Interest and Investment Income and Franchise Tax Expense that would not have been earned or incurred, respectively, had the Business Combination been consummated on April 1, 2019.

(D) Reflects the elimination of FPAC and Global Blue historical transaction costs directly related to the Business Combination, which are non-recurring. This results in a pre-tax impact of approximately €44.5 million for the nine months ended December 31, 2020.

(E) Reflects the reduction in Finance Costs as a result of the Refinancing of the Prior Facilities with the Facilities.

P&L Line Item	Historical			Refinancing			Impact
	(Nine Months Ended December 31, 2020, in thousands of EUR)
Term Loan Expense		(9,323	)		(6,370	)		2,953
Revolving Credit Facility Expense		(976	)		(527	)		449
Debt Issuance Cost		(1,096	)		(1,460	)		(364	)
Total		(11,396	)		(8,733	)		3,039

The Term Loan Facility and the Revolving Credit Facility provide for a variable interest rate, equal to EURIBOR (with a zero floor) for the period plus a margin. As a result of current negative rates, the zero floor is the binding constraint, meaning a 1/8 percent increase or decrease in EURIBOR would not impact the applicable interest rate.

In addition, concurrent with the Refinancing, Global Blue incurred debt issuance costs of €7.8 million, which are capitalized and amortized over 5 years as part of Finance Costs.

Other exceptional financing costs related to the transaction include the write-off of historical unamortized debt costs of €8.1 million partially offset by €3.6 million of IFRS 9 conversion unwinding amounts. These amounts have been adjusted out of the unaudited pro forma income statement for the nine months ended December 31, 2020 due to the fact that the amounts are non-recurring in nature.

(F) As a result of the conversion of non-convertible equity certificates at the consummation of the Business Combination, the associated interest expense is eliminated.

(G) Reflects the cumulative impact on Income Tax Expense from the above adjustments related to the Business Combination, based on the relevant statutory tax rates.

(H) The Business Combination is accounted for under IFRS 2, as detailed in items (12) above. The IFRS 2 expense, which is a non-cash expense, of €135 million has been reversed from the unaudited pro forma income statement for the nine months ended December 31, 2020, due to the fact that the adjustment is non-recurring in nature.

(I) On November 12, 2020, Global Blue granted 7,970,000 share options and 475,491 RSA, in addition to the previously granted 486,527 share options which converted into options over Global Blue ordinary shares at Closing. As of December 31, 2021, the new MIP generated an impact of €0.5 million, though it only represents approximately a 1.5 months impact, in addition the previous Management Equity Plan was revalued by €1.0 million prior to Closing. Operating expenses were revised to adjust for the full nine months impact sized of €1.5 million, hence implying a (€0.1) million adjustment.

57

Other reversed transaction effects accounted for in the nine months ended December 31, 2020 include €6.0 million of a one-off transaction bonus and €58.7 million of non-cash share-based revaluation charge upon conversion of previously cash-settled plans to equity-settled plan. These amounts have been adjusted out of the unaudited pro forma income statement for the nine months ended December 31, 2020 due to the fact that the amounts are non-recurring in nature.

(J) FPAC historically presented per share metrics for each of the FPAC Class A Common Stock and the FPAC Class B Common Stock, based on the earnings attributable to each class. For the nine months ended December 31, 2020, the basic and diluted earnings per share of FPAC Class A Common Stock was €0.03 and the basic and diluted earnings per share of FPAC Class B Common Stock was (€0.44).

(K) For purposes of calculating attributable profit per share, the two-class method is applied. Our ordinary shares and Series A Preferred Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.

(L) On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuating in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into ordinary shares which was carried out on December 16, 2020. As a result of this, the Series A Preferred Shares were reduced by 5.9 million from 23.7 million (with an additional 5.9 million shares held in treasury) to 17.8 million and our ordinary shares increased by 5.9 million from 167.8 million to 173.9 million.

Earnings per Share

The earnings per share amounts below represent the profit/(loss) attributable to the owners of the parent for the relevant period on a per share basis calculated using the weighted average shares in issue of the Company, including the issuance of additional ordinary shares in connection with the Business Combination, assuming our ordinary shares were outstanding since April 1, 2019. As the Business Combination, including the related proposed investments by the Primary 2020 PIPE Investor and the Strategic Secondary 2020 PIPE Investor, is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted profit/(loss) attributable to the owners of the parent for the relevant period on a per share basis assumes that our ordinary shares that would be outstanding, in connection with the Business Combination, have been outstanding for the entire period presented. For purposes of calculating attributable profit per share, the two-class method is applied, as the ordinary shares and the Series A Preferred

58

Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.

(in € thousands, except share and per share information)	Pro Forma Combined
Twelve Months Ended March 31, 2020
Profit for the year attributable to the owners of the parent (€K)		4,298
Profit for the year attribute to ordinary shares		3,899
Profit for the year attributable to Series A Preferred Shares		399
Ordinary Shares
Basic attributable profit per share (€)	€	0.02
Diluted attributable profit per share (€)	€	0.02
Series A Preferred Shares
Basic attributable profit per share (€)	€	0.02
Diluted attributable profit per share (€)	€	0.02
Pro forma weighted average number of shares in issue(1)
Seller Parties(2)(3)		141,173,288
2020 PIPE investors / Backstop Provider		20,421,052
Former Founder		4,436,321
Former FPAC Stockholders		7,824,712
Basic pro forma weighted average number of shares in issue		173,855,373
Series A Preferred Shares (as converted)(2)		17,788,512
Management Options(3)
Diluted pro forma weighted average number of shares in issue		191,643,885

(1) The total number of shares reflect Closing-related adjustments to the share consideration and the cash consideration under the Merger Agreement and an exchange rate of 1.1859 U.S. dollar per euro.

(2) On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuating in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into ordinary shares which was carried out on December 16, 2020. As a result of this, the Series A Preferred Shares were reduced by 5.9 million from 23.7 million to 17.8 million (with an additional 5.9 million shares held in treasury) and our ordinary shares increased by 5.9 million from 167.8 million to 173.9 million.

(3) Includes ordinary shares received by Globetrotter in exchange for Globetrotter’s 6,716,294 shares of the 9,487,500 shares of FPAC Class A Common Stock purchased by Globetrotter beginning on May 17, 2020, with the remainder having been sold to the investment funds managed and/or advised by Partners Group, which have invested alongside Globetrotter in Global Blue since 2012.

As a result of the FPAC share price of $10.69, at Closing, the following dilutive instruments were excluded from the diluted pro forma weighted average number of shares outstanding:

• The 21,083,333 Public Warrants, issued at the time of the FPAC IPO and, as part of the Business Combination, became Global Blue Warrants, are exercisable at $11.50 / €10.47 per share;

• The 9,766,667 Private Placement Warrants, issued at the time of the FPAC IPO and, as part of the Business Combination, became Global Blue Warrants, are exercisable at $11.50 / €10.47 per share; and

59

• The 468,527 shares underlying outstanding options for ordinary shares, issued in June 2019 in connection with the existing option plan and, as part of the Business Combination, converted, at Closing based on the prevailing exchange rate, into options for ordinary shares, are exercisable at $10.59 / €9.64. These options have not vested and, as such, are not accounted for as dilutive instruments, despite being in-the-money.

On November 12, 2020, Global Blue, in accordance with the approved MIP administered by the Board of Directors, granted 7,970,000 share options and 475,491 RSA, in addition to the 486,527 share options previously granted in June 2019. The 7.97 million granted share options were split between (i) 2.59 million options with a strike at $8.50, (ii) 2.19 million options with a strike at $10.50, (iii) 1.79 million options with a strike at $12.50 and (iv) 1.40 million options with a strike at $14.50. Each award will vest in four tranches over a four-year period. RSA are in part subject to performance targets (the relevant criteria is based on earnings per share growth and total shareholder return as determined by the Board of Directors in consultation with Jacques Stern, the Chief Executive Officer).

(in € thousands, except share and per share information)	Pro Forma Combined
Nine Months Ended December 31, 2020
Loss for the period attributable to the owners of the parent (€K)		(185,461	)
Loss for the period attribute to ordinary shares		(168,247	)
Loss for the period attributable to Series A Preferred Shares		(17,215	)
Ordinary Shares
Basic attributable profit per share (€)	€	(0.97	)
Diluted attributable profit per share (€)	€	(0.97	)
Series A Preferred Shares
Basic attributable profit per share (€)	€	(0.97	)
Diluted attributable profit per share (€)	€	(0.97	)

Comparative Per Share Data

The following tables set forth the historical comparative share information for Global Blue and FPAC on a standalone basis and the unaudited pro forma combined share information for the twelve months ended March 31, 2020 and nine months ended December 31, 2020, after giving effect to the Business Combination.

The following comparative per share data is only a summary and should be read together with the historical financial information of FPAC and Global Blue as well as the financial statements of FPAC and Global Blue and related notes that are included elsewhere in this prospectus. The following comparative per share data is derived from, and should also be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this prospectus.

The comparative per share data does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FPAC or Global Blue would have been had the companies been combined during the period presented. The ordinary shares and Series A Preferred Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.

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Twelve months ended March 31, 2020—Weighted average number of shares in issue

	Global Blue Restated(a)			FPAC		Pro Forma Combined(b)(c)
Basic Common Class A		40,000,000			63,250,000		173,855,373
Diluted Common Class A		40,000,000			63,250,000		191,643,885
Basic Common Class B		N/A			15,812,500		N/A
Diluted Common Class B		N/A			15,812,500		N/A
Basic Series A Preferred Shares		N/A			N/A		17,788,512
Diluted Series A Preferred Shares		N/A			N/A		17,788,512
Profit for the year attributable to the owners of the parent (€M)		(3.5	)		1.7		4.3
Ordinary shares (€)		N/A			N/A		3.9
Series A Preferred Shares (€)		N/A			N/A		0.4
Basic Class A attributable profit/(loss) per share (€)		(€0.09)			€0.14		€0.02
Diluted Class A attributable profit/(loss) per share (€)		(€0.09)			€0.14		€0.02
Basic Class B attributable profit/(loss) per share (€)		N/A			(€0.47)		N/A
Diluted Class B attributable profit/(loss) per share (€)		N/A			(€0.47)		N/A
Basic Series A Preferred Shares attributable profit/(loss) per share (€)		N/A			N/A		€0.02
Diluted Series A Preferred Shares attributable profit/(loss) per share (€)		N/A			N/A		€0.02

(a) Prior to the Business Combination, 40,000,000 ordinary shares of Global Blue Group AG were outstanding. As a result of the contribution to the Company (and giving effect to the Management Roll-up, which includes the conversion of non-convertible equity certificates and other items), the number of shares increased.

(b) On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuating in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into ordinary shares which was carried out on December 16, 2020. As a result of this, the Series A Preferred Shares were reduced by 5.9 million from 23.7 million to 17.8 million (with an additional 5.9 million shares held in treasury) and our ordinary shares increased by 5.9 million from 167.8 million to 173.9 million.

(c) The total number of shares reflect Closing-related adjustments to the share consideration and the cash consideration under the Merger Agreement and an exchange rate of 1.1859 U.S. dollar per euro.

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Nine months ended December 31, 2020—Weighted average number of shares in issue

	Global Blue(a)			FPAC			Pro Forma Combined
Basic Common Class A		173,855,373			63,250,000			173,855,373
Diluted Common Class A		173,855,373			63,250,000			173,855,373
Basic Common Class B		N/A			15,812,500			N/A
Diluted Common Class B		N/A			15,812,500			N/A
Basic Series A Preferred Shares		17,788,512			N/A			17,788,512
Diluted Series A Preferred Shares		17,788,512			N/A			17,788,512
Profit for the period attributable to the owners of the parent (€M)		(372.0	)		(5.1	)		(185.5	)
Ordinary shares (€)		(337.5	)		N/A			(168.2	)
Series A Preferred Shares (€)		(34.5	)		N/A			(17.2	)
Basic Class A attributable profit/(loss) per share (€)		(€1.94	)		€0.14			(€0.97)
Diluted Class A attributable profit/(loss) per share (€)		(€1.94	)		€0.14			(€0.97)
Basic Class B attributable profit/(loss) per share (€)		N/A			(€0.47)			N/A
Diluted Class B attributable profit/(loss) per share (€)		N/A			(€0.47)			N/A
Basic Series A Preferred Shares attributable profit/(loss) per share (€)		(€1.94)			N/A			(€0.97)
Diluted Series A Preferred Shares attributable profit/(loss) per share (€)		(€1.94)			N/A			(€0.97)

(a) On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuating in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into ordinary shares which was carried out on December 16, 2020. As a result of this, the Series A Preferred Shares were reduced by 5.9 million from 23.7 million to 17.8 million (with an additional 5.9 million shares held in treasury) and our ordinary shares increased by 5.9 million from 167.8 million to 173.8 million.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of any ordinary shares offered under this prospectus.

The selling securityholders will receive all of the net proceeds from the sale of any ordinary shares offered by them under this prospectus. The selling securityholders will pay any underwriting discounts and commissions and expenses incurred by the selling securityholders for brokerage, accounting, tax, legal services or any other expenses incurred by the securityholders in disposing of their ordinary shares. The Company will bear all other costs, fees and expenses incurred in effecting the registration of the ordinary shares covered by this prospectus.

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DIVIDEND POLICY

The payment of any cash dividends will be dependent upon the revenue, earnings and financial condition of Global Blue from time to time. The payment of any dividends will be within the discretion of the Board of Directors. Other than as disclosed elsewhere in this prospectus, we currently expect to retain all future earnings for use in the operation and expansion of our business and do not plan to pay any dividends on our ordinary shares in the near future. The declaration and payment of any dividends in the future will be determined by the Board of Directors in its discretion, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition, applicable law and contractual restrictions.

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CAPITALIZATION

The following table sets out our consolidated capitalization and indebtedness as of December 31, 2020. The information below should be read together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(in € millions)	As of December 31, 2020			Pro Forma for Business Combination and PIPE Financing(4)(5)
Cash and cash equivalents		209.2			209.2
Total current debt(1)		13.6			13.6
Total non-current debt (excluding current portion of long-term debt)(2)		749.4			749.4
Share capital		1.8			1.9
Share premium		1,574.8			1,633.5
Other equity		(10.1	)		(10.1	)
Other reserves		(963.2	)		(963.2	)
Accumulated losses		(690.3	)		(690.3	)
Non-controlling interests		6.1			6.1
Shareholders’ equity / (deficit)		(80.8	)		(22.1	)
Total capitalization(3)		682.2			740.9

(1) Represents debt with a maturity of up to one year, comprising: (i) current lease liabilities (€12.6 million); and (ii) other bank overdraft (i.e., local credit facilities available in certain jurisdictions, none of which are committed in nature) (€1.0 million)

(2) Represents debt with a maturity of one year or more, comprising of (i) senior term debt, which is calculated as €630.0 million senior term loan principal amount under the Term Facility and €99.0 million of drawings under the Revolving Credit Facility, and (ii) non-current leases (€20.4 million).

(3) Total capitalization is the sum of total current debt, total non-current debt (excluding current portion of long-term debt) and shareholders’ equity.

(4) On March 4, 2021, we and certain investors entered into share purchase and subscription agreements, pursuant to which the investors committed to subscribe for and purchase a total of 6,666,665 ordinary shares for an aggregate purchase price of $70,000,000, at $10.50 per share, payable in cash. The 2021 PIPE Transactions closed on March 22, 2021. Assumes an exchange rate of 1.1916 U.S. dollar per euro.

(5) All the proceeds from such subscriptions and purchases were used to finance the acquisition of ZigZag Global, which closed on March 19, 2021. No debt financing was required for the acquisition. The purchase accounting for the completed ZigZag Global transaction is still subject to finalization.

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BUSINESS

Overview

Global Blue serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international shoppers, which has been driven by multiple long-term macroeconomic tailwinds. Global Blue established the concept of TFS in Sweden in 1980 and has emerged as both a global leader (based on its share of the TFS segment) and a pioneer in technology for TFS. Global Blue also offers AVPS, including DCC, for which Global Blue is a leading provider. As of March 31, 2020, Global Blue operated across more than 50 countries. For the financial year ended March 31, 2020, Global Blue enabled approximately 29 million international shoppers to claim VAT refunds on international shopping or complete international transactions in their home currency. At its core, Global Blue is a technology platform that serves a network of more than 400,000 merchant stores globally through both TFS and AVPS, facilitating 66 million transactions amounting to €22.9 billion (for the financial year ended March 31, 2020) and delivering economic benefits to a complex ecosystem of merchants, international shoppers and customs and tax authorities. See “Other Information About Global Blue—COVID-19” for a summary of the impact of the ongoing COVID-19 pandemic on Global Blue.

Because of Global Blue’s position at the center of the international shopping TFS ecosystem and its technology platform, Global Blue is able to: (i) offer merchant partners incremental sales from international shoppers, increase merchant brand awareness and add an additional revenue stream; (ii) increase the incremental purchasing power of international shoppers and provide a seamless and personalized shopping experience to them; and (iii) help customs and tax authorities increase country attractiveness and adopt higher security and fully compliant operations through digitalization.

A typical TFS transaction begins with the international shopper purchasing goods from a merchant with VAT included in the price. The international shopper is then issued a tax-free form by the merchant, has the tax-free transaction validated by customs and tax authorities, and is refunded by a TFS company (either directly or via a third-party refund agent) an amount equal to the VAT, minus the TFS provider’s transaction fees. The transaction fee is then split between the TFS provider and the merchant. The following illustration summarizes this process. For a more detailed explanation of a typical TFS transaction, see “—Global Blue’s Services—Tax Free Shopping Technology Solutions” below.

SIMPLIFIED OVERVIEW OF THE TFS PROCESS⁽¹⁾

(1) This overview is presented for illustrative purposes only and not as a representation of actual amounts involved in the TFS process. Actual amounts may vary depending on a number of factors, including the revenue share split set out in agreements with merchants, country mix (i.e., the number of transactions processed in higher refund ratio countries as compared to lower refund ratio countries) and market trends.

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Global Blue’s primary AVPS offering is DCC. Global Blue’s DCC service enables international shoppers to make transactions in their home currency, thereby giving them clarity and confidence about their holiday or business spending. A typical DCC transaction begins with the international shopper being prompted to pay in either local or home currency. The international shopper selects the amount paid in their home currency (including a transaction fee) and the issuing bank debits the international shopper in their home currency. The merchant, the acquiring bank and Global Blue receive a share of the transaction fee. The following illustration summarizes this process. For a more detailed explanation of a typical TFS transaction, see “—Global Blue’s Services—Added-Value Payment Solutions” below.

SIMPLIFIED OVERVIEW OF THE DCC PROCESS⁽¹⁾

Note: (1) FX fees charged by the issuing bank for the conversion of the £900 purchase amount is equal to or greater than the Global Blue dynamic currency conversion fees.

(1) Graphic is presented for illustrative purposes only and not as a representation of actual amounts involved in the DCC process. Actual amounts may vary depending on a number of factors, including the revenue share split set out in agreements with Acquirer and merchants, expected DCC acceptance rates and market trends.

Global Blue delivers its services to the following stakeholders:

• Merchants: As a “business to business to consumer” (“B2B2C”) TFS service provider, Global Blue offers merchants a broad range of in-store issuing software solutions tailored to their needs, as well as pre- and post-transaction services to better attract and serve international shoppers. Global Blue has approximately 40 years of experience in TFS and, as of March 31, 2020, Global Blue’s TFS network covered more than 300,000 TFS merchant stores. For the financial year ended March 31, 2020, Global Blue processed approximately 35 million TFS transactions and generated €359.6 million in revenue in its TFS business, or 85.6% of its total revenue. In addition, by leveraging its access to proprietary aggregated data on international shoppers, Global Blue is able to provide merchants with innovative analytics and digital marketing solutions that include: (i) solutions designed to help merchants gain better insights into the operational and financial performance of their business and identify incremental revenue opportunities (i.e., Smart Data & Business Intelligence); and (ii) solutions designed to drive revenue for its merchants, increase awareness of TFS and help merchants improve their knowledge of and ability to engage with international shoppers (i.e., Digital Drive to Store & Marketing). For more than 20 years, Global Blue has also offered AVPS, including POS DCC services for the retail and hospitality sectors, eDCC solutions, services and software for ATM, and MCP for online merchants. For the financial year ended March 31, 2019, Global Blue processed 28 million AVPS transactions and generated €60.8 million in revenue in Global Blue’s AVPS business, or 14.5% of Global Blue’s total revenue. For the financial year ended March 31, 2020, Global Blue offered its payment services to international shoppers at more than 120,000 points of interaction across 33 countries.

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• International shoppers: International shoppers are at the core of both Global Blue’s business and the broader luxury market, representing approximately 20% to 30% of the luxury industry’s worldwide revenue. Global Blue offers international shoppers the ability to: (i) seamlessly reclaim VAT on eligible goods purchased outside their country of origin, increasing their purchasing power; and (ii) pay for goods and services abroad in their home currency through DCC services, giving them clarity and certainty about their travel spending. International shoppers have a financial incentive to use Global Blue’s TFS services, as they have the opportunity to receive a refund equaling approximately 70% of the VAT paid on average. Global Blue’s services not only help international shoppers save on shopping, they also facilitate a tax-free journey with a simple and transparent TFS refund process. As of March 31, 2020, Global Blue operated TFS services in more than 40 countries and maintained more than 800 refund points with 10 credit card and three mobile wallet partnerships, allowing Global Blue to offer refunds to international shoppers at a convenient time and using their preferred payment method.

• Customs and tax authorities: Global Blue’s ambition is to help governments drive tourism by increasing the attractiveness of shopping in countries in which Global Blue operates while making international shoppers’ VAT refund schemes more secure. Global Blue works directly with customs and authorities to improve the efficiency and integrity of their TFS refund schemes. Global Blue believes that its digital TFS shopping ecosystem increases traceability and reduces fraud.

Global Blue continually seeks to improve its competitive position by working closely with merchants, customs and tax authorities, related-service providers and other relevant stakeholders to develop business opportunities both in existing and new markets. Since Global Blue provides a seamless service to stakeholders across the value chain, its technology platform and solutions are a key pillar of its business. Over the years, Global Blue has introduced front-end issuing solutions for merchants, communication tools and applications for international shoppers, and export validation software for customs and tax authorities. Global Blue’s in-house, cloud-based technology platform allows it to connect all of the stakeholders in its TFS ecosystem in order to facilitate payments and transaction processing. Global Blue remains dedicated to innovating and further investing in its operations and software solutions to simplify the use of Global Blue’s services by all stakeholders.

History

Global Blue has been a leader in TFS services since it pioneered the concept in 1980 in Sweden, and maintains a large market share in the segment. Throughout the 1980s and 1990s, Global Blue expanded into 16 new countries, including France, Germany, Spain, Switzerland and, in 1993, Singapore, which was Global Blue’s first expansion beyond Europe. In 2001, Global Blue launched its DCC service and moved its corporate headquarters to Switzerland from Sweden. During the following decade, Global Blue accelerated its global expansion, with TFS and DCC operations launched in several markets throughout Europe, Asia and the Americas, including Argentina and South Korea.

Global Blue was acquired by funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group in 2012.

Over the past few years, Global Blue has continued to grow, launching TFS operations in a number of new markets, including the Bahamas, Japan and Russia. In 2016, Global Blue expanded its DCC business with the acquisition of Currency Select, allowing Global Blue to introduce its business to new markets in APAC, and expand its payments proposition beyond DCC into what is today AVPS.

In 2020, Global Blue became a publicly traded company on the NYSE through a merger with FPAC, a transaction co-sponsored by the institutional asset manager Third Point and former NYSE President Thomas W. Farley.

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Global Blue’s Key Strengths

Macroeconomic Drivers of Growth

Global Blue’s business model is well placed to benefit from three powerful macroeconomic tailwinds that are expected to support the growth of Global Blue’s business. As a result of the drivers described below, Global Blue’s TFS SiS increased at a CAGR of 14% between April 1, 2010 and March 31, 2019, while the domestic luxury market and the extra-regional luxury market increased at CAGRs of 5% and 10%, respectively.

Additionally, between April 1, 2014 and March 31, 2019, Global Blue’s AVPS revenue increased at a CAGR of 20%, while the payments market and DCC market (based on DCC POS and ATM addressable spend) have increased at CAGRs of 6% and 12%, respectively.

Emerging market wealth growth

International shoppers from emerging markets accounted for 70% of Global Blue’s eligible SiS for the financial year ended March 31, 2019. As a result, Global Blue’s business benefits from growth of the middle class in emerging markets, which has led to an increase in travel and an increase in international tourism expenditure, particularly in the TFS segment. Between April 1, 2010 and March 31, 2019, a 10% CAGR in the middle class fueled an 11% CAGR in international travel to Global Blue’s TFS destination markets by emerging market travelers, which drove an increase in number of eligible TFS transactions by 11% over the same period. Global Blue believes that there is significant room for this segment of the population to grow.

Industry Analysis conducted prior to the impact of the COVID-19 pandemic suggests that the middle class will continue to increase, resulting in an increase in arrivals from emerging market countries into Global Blue’s markets at a CAGR of approximately 9% over the next six years and that such potential growth should drive long-term structural growth in the TFS industry.

VAT dynamics

Global Blue’s business benefits from several positive developments in VAT regulation around the world, including a proliferation of VAT refund schemes and increases in VAT rates. VAT refund schemes have become a part of national economic strategies, as they are seen as tools to (i) drive inbound tourism (which, in turn, supports higher luxury sales growth) and (ii) support the segment of the domestic economy that is exposed to international shoppers. Global Blue anticipates that at least 10 countries will adopt VAT refund schemes in the next five years (depending on whether the relevant regulations are passed) and Global Blue believes that it is well-positioned to capture the expected TFS segment growth. Since then and as of March 31, 2020, Serbia and Kazakhstan have adopted VAT refund schemes operated by third-party TFS providers.

Digitalization of export validation and payments

Global Blue believes that the digitalization trend across Global Blue’s TFS business will support its growth going forward, as digitalization simplifies and streamlines the customer journey, reducing friction throughout the TFS customer journey.

Digital export validation benefits customs and tax authorities by increasing automation of the validation process, which in turn decreases staffing costs and addresses cost inefficiencies. Digital export validation also increases traceability, which in turn decreases instances of fraud and provides more accurate compliance monitoring. The resulting reduction in the number of physical checks required for international shoppers at customs’ exit points improves Global Blue’s success ratio. This is demonstrated by comparing the success ratio in countries with digital export validation to those without digital export validation. Based on Global Blue’s estimates, countries that implemented digital export validation had approximately a two times higher success ratio than countries with non-digital export validation between 2010 and 2019. For the financial year ended

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March 31, 2019, approximately 54% of Global Blue’s SiS was digitally validated (compared to 26% for the financial year ended March 31, 2016). Although this percentage was consistent as of March 31, 2020, 89% of Global Blue’s TFS SiS is expected to be digitally validated by the financial year ended March 31, 2022 (depending on whether the relevant regulations are passed).

In addition, Global Blue believes that the shift towards digitalization increases Global Blue’s value-add to merchants. Unlike in non-digital countries, where TFS providers only need to be integrated with the POS and the payment provider, digitalization requires that the TFS provider be integrated with the POS, PSP and Acquirer, the customs validation export software and the payment provider. This complex integration requires a reliable and agile TFS system that can adapt to frequent regulatory changes.

Clear Market and Technology Leadership

Global Blue’s competitive differentiation is based on its global reach, its portfolio of iconic luxury brand relationships, its in-house technology platform, its continuous product innovation, and its expertise in compliance.

Global Blue is a leading global provider of TFS services, with approximately 70% share of the third-party serviced segment (as measured by TFS SiS) as of March 31, 2019, which is more than three times the market share of Global Blue’s nearest competitor. Within AVPS, in a market of approximately 10 players, Global Blue is the second largest DCC provider globally by revenue, accounting for approximately 20% of the DCC market for the financial year ended March 31, 2019. With a presence in more than 50 countries (i.e., countries where Global Blue offers TFS, AVPS or both) as of March 31, 2020, Global Blue believes its global geographic coverage compares favorably to its two nearest TFS competitors and enables Global Blue to serve merchants on a global scale. Global Blue is present in the majority of European markets and is further expanding its operations in APAC, where Global Blue was the first company to launch its TFS operations in Singapore in 1993. In addition, Global Blue believes that the diversified nature of its footprint better positions it to capture the growth of international shoppers, even considering travel disruptions and destination trends.

Global Blue’s global footprint and attractive value proposition have enabled it to become a key partner to its merchant network. Global Blue has developed a wide range of long-standing relationships, with the average tenure of its top 20 TFS merchants (based on revenue) being more than 20 years as of March 31, 2020. The breadth of Global Blue’s merchant relationships can be demonstrated by the fact that the highest revenue with a single merchant represented only 6% of Global Blue’s TFS revenue for the financial year ended March 31, 2020. Between April 1, 2014 and March 31, 2020, Global Blue gained on average approximately 0.4% of Global Blue’s SiS per annum (net of SiS lost) from new merchants. Collectively, across Global Blue’s network, Global Blue served more than 300,000 TFS merchant stores and was present at more than 120,000 points of interaction in the financial year ended March 31, 2020.

Global Blue operates a fully integrated, in-house technology platform that is scalable and highly secure. Global Blue’s single cloud-based technology platform allows it to cater to a wide array of stakeholder needs and enables ease of innovation and fast deployment. Global Blue’s technology platform allows it to facilitate payment processing through its integrations with, as of March 31, 2020, more than 40 PSP partners and more than 200 POS partners and transaction processing through partnerships with three mobile wallets and 10 credit card providers. Moreover, it provides a validation engine for customs and tax authorities through integrations with 18 customs validation export software platforms. Global Blue also offers issuing solutions software for merchants, export validation software for customs and tax authorities and refund solutions software for refund agents. In parallel, Global Blue offers multiple app-based solutions for international shoppers to facilitate the customer journey. For more information on Global Blue’s technology platform, see “—Global Blue’s Technology Platform—Key platform principles.”

Global Blue’s technology platform continues to evolve and provides new features. Global Blue is heavily focused on innovation, with approximately 23% of its full-time employee base in its product and technology

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teams as of March 31, 2020, and Global Blue’s annual technology spend (including technology operating expenses and capital expenditure) amounting to an average of 13% of its revenue over the period between April 1, 2014 to March 31, 2020 or €324.4 million in aggregate. As of March 31, 2020, Global Blue has approximately 50 new products in the pipeline, which Global Blue intends to roll out in the medium term to enhance the experience for all stakeholders. For more information on Global Blue’s technology services, see “—Global Blue’s Technology Platform—Key innovation focus areas.”

Global Blue has become the reference point for the TFS segment, advising multiple governments on the benefits of adopting VAT refund schemes and digital export validation. Given Global Blue’s tenure in the TFS ecosystem, it has developed expertise in compliance across over 40 TFS countries. Global Blue has also developed country-by-country relationships enabling Global Blue to adhere to varying customs and authorities requirements, particularly during the ongoing shift to digital export validation.

Business Strategy Based on Creating Value

With international shoppers representing 20% to 30% of worldwide luxury retail revenue for the financial year ended March 31, 2019, and up to 50% of luxury retail revenue in countries with VAT refund schemes, Global Blue’s understanding of and its ability to reach international shoppers is highly relevant for merchants focused on capturing the growth of international shoppers. As a result, Global Blue is not simply a technology and payments partner, but aims to be a long-term partner to empower Global Blue’s merchants to capture the growth of international shoppers.

In addition to the three main macroeconomic drivers described above, Global Blue has a strong set of management initiatives across both TFS and AVPS to drive growth and improve volume, alongside a detailed framework to increase merchants’ revenue. Global Blue also believes it has an opportunity to roll-up targets in adjacent sectors to enhance the value proposition to all stakeholders of the TFS ecosystem and generate value to future shareholders.

For further details on Global Blue’s management initiatives to improve volume growth and enhance value for Global Blue’s merchants, see “—Global Blue’s Strategy” below.

Attractive Transaction-Based Business Model

Global Blue’s business model leverages the macroeconomic growth drivers underpinning the TFS ecosystem, alongside segment and network leadership. Underlying macroeconomic growth is compounded by management initiatives to further enhance volume growth, as well as a variety of initiatives to generate additional revenue. From the financial year ended March 31, 2010 to the financial year ended March 31, 2020, Global Blue’s SiS grew at a CAGR of 14%, with revenue growing, during the same period, at a CAGR of 11%, which is in excess of the growth in the domestic and extra-regional luxury market during the same period.

The meaningful operating leverage in Global Blue’s business has translated this growth into significant Adjusted EBITDA Margin expansion from 23% for the financial year ended March 31, 2010 to 41% for the financial year ended March 31, 2020, implying a CAGR of 6% during this period. When looking at the medium-term from the financial year ended March 31, 2015 to the financial year ended March 31, 2020, the EBITDA CAGR was 17%. In addition, Global Blue’s business also benefits from strong cash conversion. Global Blue believes that its cash conversion is sustainable, underpinned by its historically low and predictable capital expenditure to modernize Global Blue’s solutions for all stakeholders in the TFS ecosystem.

However, the COVID-19 pandemic and the related preventative measures, as well as the associated curtailment of international travel and diminished economic activity, have negatively impacted Global Blue’s business and recent results of operations and financial condition.

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International Management Team with Relevant Expertise

Global Blue’s senior management team has many decades of relevant business experience and is led by Global Blue’s Chief Executive Officer and Chief Financial Officer who have on average more than 20 years of public company experience. In addition, members of its executive management have on average more than 10 years of experience working with Global Blue. The management team has relevant experience, which has been useful as Global Blue has expanded its TFS business to process transactions globally and expanded its AVPS business beyond its original product, DCC, to also include financial processing, tokenization and gateway. The long tenure of Global Blue’s management team is one of its critical attributes, particularly given the long-term nature of its business and the importance of continuity when dealing with the decision-makers at its merchant partners. The experience of the management team coupled with Global Blue’s streamlined governance structure has historically allowed it to integrate new acquisitions and forge new strategic partnerships and, going forward, is expected to underpin the successful execution of its business strategy.

Global Blue’s Strategy

Global Blue believes that its competitive strengths and technology leadership have positioned it well to capitalize on the volume and revenue growth opportunities resulting from the underlying macroeconomic drivers. In addition to the three macroeconomic drivers supporting volume growth detailed in “—Global Blue’s Key Strengths—Macroeconomic Drivers of Growth,” set forth below is Global Blue’s road map to increase volume growth in its TFS and AVPS divisions, as well as its action plan to enhance its value proposition to merchants:

Management Strategy to Boost Growth of TFS

Increasing TFS segment penetration through improvements to the success ratio

For the financial year ended March 31, 2019, Global Blue’s global success ratio was 39% on a transaction basis (equivalent to a success ratio of 49% on a SiS basis), meaning there is a substantial opportunity for increased penetration, for example, through addressing the lack of awareness or reducing the perceived friction points throughout the customer journey. Global Blue has several process-driven enablers to improve the overall success ratio, including: (i) pre-trip awareness campaigns; (ii) in-store recognition; and (iii) post-purchase improvements of the customer journey toward the refund.

In order to increase awareness of TFS, Global Blue will launch targeted campaigns in specific origin countries where awareness of TFS is low and roll out advertisements on travel portals for early engagement with international shoppers. Within stores, Global Blue aims to continue rolling out issuing solutions with PSP or customer relationship management integration in order to automatically identify international shoppers and prompt the merchant staff to issue a tax-free transaction. After the purchase, Global Blue plans to continue to expand the number of physical and digital touchpoints (e.g., Mobile Customer Care (Global Blue’s real time TFS notification system), Global Blue’s Traveler App, VIP lounges and brochures) with the international shopper to guide them through the TFS process and further encourage them to complete the TFS refund process. Global Blue will continue to work closely with all Global Blue’s stakeholders to design the tools and technologies required to improve the overall TFS process and, as a result, drive higher success ratios, which will help enhance Global Blue’s overall growth prospects and value propositions.

Increasing TFS segment share by being the leader in product innovation and digitalization

Global Blue believes there is meaningful scope to increase its revenue within the third-party serviced market, which represents a subset of the broader luxury market, by being the first TFS provider to roll out innovative product solutions for all stakeholders of the TFS ecosystem, as well as the leader in newly digitalized countries.

Global Blue aims to remain at the forefront of product innovation by developing new products, which Global Blue believes will attract and support new merchant relationships. Most recently, Global Blue has

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introduced new and original products and has improved existing products for each step of the TFS customer journey (i.e., issuing, export validation, refunding, and digital customer journey), which are further detailed in “—Global Blue’s Technology Platform.” These have had a direct impact on the success ratio and revenue over the recent years.

With only 56% of Global Blue’s SiS being digitally export validated as of March 31, 2019, Global Blue believes there is potential to increase its TFS segment share by being the first company to offer digitalization in countries that are transitioning to digitalized processes. The transition to digital expert validation represents an opportunity for customs and tax authorities (e.g., reduced cost, higher compliance and fraud detection) and international shoppers (fewer queues at customs for validation). Global Blue has a clear process focused on: (i) engaging with governments as well as customs and tax authorities to advocate for digital export validation; (ii) engaging with merchant partners to promote and roll-out compliant issuing solutions, and, export validation is implemented and compliant issuing solutions are adopted; and (iii) engaging with merchants to provide them with digital features that optimize their operational efficiency, including POS and PSP integrations, promotion of MCC and Global Blue’s Traveler App, as well as implementation of early in-store refund options. Global Blue executed on this strategy in Spain with the launch of the country’s new digital export validation technology, known as DevolucionIVA, which saw an approximately 10% increase in Global Blue’s share of the third-party serviced segment since 2015.

Expanding eligible TFS segment by advocating to governments and customs and tax authorities

Global Blue plans to continue its dialogue with governments and customs and tax authorities in countries without VAT refund schemes to advocate for their benefits, with the ultimate goal of expanding its global footprint. Global Blue aims to expand the scope of VAT refund schemes, either by advocating for a reduction in minimum purchase amounts (“MPAs”) or an expansion in the scope of eligible goods and shoppers, as these policy changes would increase the attractiveness of the country as a shopping destination. Based on Global Blue’s ongoing discussions with governments, it believes MPAs will gradually be lowered. Global Blue believes its efforts will expand the current perimeter of the eligible market, thereby increasing the number of transactions it processes and directly impacting its results of operations going forward. For example, in July 2018 the Spanish government removed its MPA of €90, which increased the number of transactions Global Blue processed and Global Blue’s revenue in Spain by 43% and 15%, respectively, for the twelve months following the implementation of the removal of the MPA.

For example, the UK’s departure from the EU on January 1, 2021 creates a new TFS corridor between EU member states and the UK, allowing British citizens to shop tax free in Europe. Global Blue believes its successful track record of expanding into new markets is a function of its credibility as a leading global TFS provider, its early presence on the ground for negotiation activities and its proactive engagement with relevant local stakeholders.

Management Strategy to Boost Growth of AVPS

Increase DCC penetration by capturing greenfield opportunities

With the acquisition of Currency Select and the new product innovations offered through Global Blue’s AVPS business, Global Blue’s DCC business has evolved from a TFS add-on service to a stand-alone product within Global Blue’s range of AVPS offerings. Global Blue believes that there are meaningful opportunities to grow the DCC business by gaining new Acquirers, cross-selling Global Blue’s products to existing Acquirers, gaining new merchants through existing Acquirers, and increasing international shopper acceptance.

Global Blue aims to gain new Acquirers by capturing greenfield opportunities. These opportunities will most likely come from emerging market countries, as most Acquirers in developed countries already propose DCC.

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Global Blue believes there is further room to grow within its existing Acquirer base by cross-selling additional DCC solutions. As of March 31, 2020, Global Blue estimated that only 28% of Acquirers utilized more than one of its DCC solutions (i.e., POS, ATM and e-commerce), highlighting the scope for growth from further cross-selling of its DCC product set.

Global Blue also aims to collaborate with its existing Acquirers to roll out its services to their merchant base. For instance, in Italy, which has one of the highest merchant penetration rates in Global Blue’s network, Global Blue registered a penetration rate of only 47% in 2019, highlighting the opportunity for growth within its own existing base of Acquirers.

Currently, Global Blue’s acceptance rate in its DCC solution is 28% when calculated on a SiS basis. With Global Blue’s acceptance rate for POS and ATM at only 25% and 56%, respectively, Global Blue believes there is headroom for further growth. Global Blue intends to improve the acceptance rate by continuing to improve Global Blue’s DCC offer, including improving the user interface.

Increase customer retention by cross-selling payment solutions

As Global Blue looks to expand the scope of its relationships with its existing Acquirers, Global Blue also plans to roll out its payment solutions, including gateway and financial processing, by leveraging Global Blue’s successful DCC track record. Global Blue currently has multiple ongoing dialogues in this respect and believe that it represents a sizeable growth opportunity.

Management Strategy to Enhance Global Blue’s Value Proposition to Merchants

As a result of Global Blue’s long history in the TFS ecosystem, its large geographic footprint, and its large share of its market segment it has developed an extensive aggregated dataset on international shoppers, enabling it to demonstrate deep insights into the international shopper opportunity to its merchant partners. Global Blue has introduced a broad set of value-enhancing solutions that it is beginning to include in its suite of offerings to benefit its merchant partners, such as: (i) open-eye advisory intelligence solutions to identify opportunities for growth; (ii) data-driven marketing solutions to increase footfall; (iii) techniques and technology to convert footfall into sales and revenue; and (iv) a personalized customer journey to improve customer experience and enhance performance. In parallel, Global Blue has partnered with numerous strategic partners (including Adyen, Cegid, Ctrip, Europass, MasterCard and WeChat) to deliver more advanced solutions to its merchants.

• Intelligence: Global Blue’s intelligence offering operates as an open-eye advisory service, whereby as of March 31, 2020 Global Blue utilizes its aggregated dataset from approximately 13 million international shoppers, subject to applicable data protection rules, to assist merchants in understanding the international shopper opportunity and identifying opportunities for growth. The proposition employs Global Blue’s extensive transactional dataset, as a product of its global footprint and transaction volume. Global Blue collects approximately 50 data points per transaction for approximately 35 million TFS transactions for the financial year ended March 31, 2020. Relative to other payment providers, Global Blue has a broader and more in-depth view toward capturing useful international shopper statistics, including leveraging data related to passports, purchases and use of TFS services, amongst other data points. Global Blue helps merchants benchmark their TFS solutions performance and provides them with opportunities to capture additional revenue by identifying international shopper traffic, providing international shopper spending analysis and assisting with tactical decisions based on Global Blue’s short-term future outlook. Data collection and business intelligence is a key differentiator for Global Blue’s business, serving to deepen its relationships with merchants and distinguishing it as a strategic partner in assisting with their tactical decision-making.

• Marketing: Global Blue offers drive-to-store. Global Blue’s marketing solutions are available both digitally and physically and are highly customizable, enabling Global Blue to target both peer groups, including tour groups and international shoppers in Global Blue’s VIP lounges, as well as individuals.

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They also allow Global Blue to conduct highly tailored digital marketing campaigns. Global Blue also offers awareness campaigns in countries of origin, promotions and advertising to mobile devices based on known shopping preferences and location, promotions based on country of origin and likely shopping preferences, as well as targeted “extra refund” promotions based on consumer profiles. Global Blue’s main solution, digital drive-to-store, is a targeted, geo-localized, digital coupon offering an “extra-refund” financed by the merchant to specific international shoppers. For instance, Global Blue partnered with Alipay and a British luxury department store in 2019 to offer an 8% extra-refund to Chinese shoppers shopping in London at the department store during Chinese New Year. The promotion led to a 20% uplift in the department store’s SiS from Chinese international shoppers. Global Blue’s data-driven marketing solutions provide a personalized service to merchants, allowing them to access new markets and increase footfall and revenue.

• Sales: Global Blue offers sales techniques and technology to assist merchants in converting drive-to-store footfall into merchant revenue. Global Blue trains merchant staff to customize their greetings and sales ceremony according to the international shoppers’ nationality and profile, thereby enabling merchants to offer tailored refund services to enable upselling. The ability to recognize and identify international shoppers through Global Blue’s smart technology enables merchant staff to recommend TFS to international shoppers, as well as suggest the appropriate refund technology based on the international shopper’s category, which increases awareness and improves the success ratio. As a strategic partner to merchants, Global Blue enables them to improve operational excellence and increase revenue.

• Experience: Global Blue created a personalized customer journey to improve customer satisfaction and economic performance. By utilizing technology and data collection, Global Blue offers a convenient guide through the TFS journey for international shoppers based on spend, frequency of travel and familiarity with the TFS process. This digital guide allows international shoppers to check the status of refunds, reminds them to claim refunds and offers payment confirmations that link back to transaction details, thereby increasing spend and customer retention and driving success ratio. Through Global Blue’s issuing solutions, Global Blue also has the flexibility to suggest the ideal type of refund service for the international shopper based on their specific profile.

Support Growth through Acquisitions

Global Blue’s management believes that Global Blue is well-positioned to pursue growth through strategic acquisitions, as a result of the ability to migrate targets onto its integrated in-house technology platform, the availability of publicly traded securities to use as currency to pay for acquisitions, the ability to cross-sell into approximately 400,000 merchant stores and 29 million international shoppers as of March 31, 2020, and the experience in mergers and acquisitions of both the Board of Directors and management team.

On March 19, 2021 Global Blue acquired ZigZag Global, a leading Software-as-a-Service (SaaS) technology platform that helps retailers manage worldwide e-commerce returns and exchanges more profitably, and consumers to enjoy a smoother and enhanced return experience. With both companies operating in the retail industry, Global Blue believes it can leverage its merchants relationships to further accelerate ZigZag Global’s adoption and, similarly, ZigZag Global is expected to enhance Global Blue’s own value proposition to its merchants.

In further executing Global Blue’s acquisition strategy, management intends to apply a selective and financially disciplined approach. Management’s areas of focus are:

• Information services: Assist merchants with driving additional revenue.

• Consumer digital marketing: Drive consumer footfall to merchant stores.

• Technology and payments at POS: Assist merchants with the digital check-out process.

• Added-value payment solutions: Assist business with managing payment complexity in their environments (e.g., hospitality and retail).

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Global Blue’s Services

Global Blue is a global leader in the TFS segment based on its share of the third-party serviced segment. Global Blue’s service offerings comprise its TFS business and its AVPS business, supported by its proprietary, in-house technology platform.

Tax Free Shopping Technology Solutions

Global Blue’s TFS business enables international shoppers shopping at Global Blue’s merchant partners to reclaim VAT on goods purchased outside of their origin country. The TFS business generated 85.6% of Global Blue’s revenue for the financial year ended March 31, 2020 from approximately 35 million TFS transactions with a value of €18.5 billion (measured by SiS). Over the same period, Global Blue’s TFS business refunded approximately 13 million international shoppers.

Global Blue operates a fully integrated, closed-loop and comprehensive network comprised of merchants, international shoppers and customs and tax authorities. A typical TFS transaction follows seven steps: (1) an international shopper purchases goods from a merchant with the VAT included in the purchase price; (2) the merchant issues a tax-free transaction to the international shopper; (3) the international shopper validates the tax-free transaction at customs; (4) the international shopper presents their validated tax-free form to Global Blue or the refund agent, and the international shopper is refunded an amount equal to the VAT, minus Global Blue’s transaction fees; (5) Global Blue receives all of the VAT back from the merchant; (6) Global Blue shares a portion of the transaction fee with the merchant; and (7) the merchant declares the VAT refund and receives the VAT by making the relevant filings with the customs and tax authorities. The following graphic illustrates these seven steps (fund flows are presented in grey, and process flows are presented in blue) using illustrative economics. Assuming, for illustrative purposes only and not as a precise representation of actual amounts involved in the TFS process, that an international shopper makes a purchase (including VAT) totaling €1,200, of which the VAT amount is €200 (assuming a 20% VAT rate), the international shopper is then refunded 70% of the VAT (net of Global Blue’s transaction fee), or €140, while the merchant’s share of the transaction fee is approximately €30 and Global Blue’s share is €30, which represents revenue for it.

The TFS Process⁽¹⁾

Note: (1) Including VAT.

(1) Graphic is presented for illustrative purposes only and not as a representation of actual amounts involved in the TFS process. Actual amounts may vary depending on a number of factors, including the revenue share split set out in agreements with merchants, country mix (i.e., the number of transactions processed in higher refund ratio countries as compared to lower refund ratio countries) and market trends.

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Through Global Blue’s TFS business, it enables merchants to generate incremental sales from international shoppers and increase their brand awareness abroad, while offering them a simplified, user-friendly issuing solution and providing them with an additional revenue stream from transaction fees paid by the international shopper. International shoppers benefit from Global Blue’s services by saving on shopping abroad through VAT refunds, gaining certainty about their refund and having a seamless and highly personalized TFS experience. Customs and tax authorities benefit from Global Blue’s services through increased country attractiveness, higher security and compliance and lower costs, as transactions can be processed with fewer staff and resources.

Global Blue’s end-to-end TFS product offering caters to the entire TFS journey. The objective of Global Blue’s product set is to enhance its success ratio, increase merchants’ operational efficiency, facilitate export validation and improve the international shopper experience. As detailed further below, Global Blue’s products are categorized alongside the four steps of the TFS journey: (i) issuing; (ii) export validation; (iii) refunding; and (iv) digital customer journey.

Issuing

Global Blue has developed a comprehensive portfolio of digital TFS issuing solutions that allow it to meet the different needs of its more than 300,000 TFS merchants (as of March 31, 2020), which range from large department stores with a high volume of transactions, to luxury brands with a global presence requiring the same solution to be implemented across multiple geographies, to small local stores with a low volume of tax-free operations.

Global Blue’s merchant partners can be divided into four key segments:

• Global accounts: Global Blue’s global accounts consist of those merchants with a diverse geographical footprint and a large number of transactions. For the financial year ended March 31, 2020, global accounts represented 39% of Global Blue’s revenue and included approximately 24,500 stores. For global accounts, Global Blue also offers IC2 Integra and IC2 Source, as well as a broad set of other innovative solutions.

• Department stores: Global Blue’s department store accounts consist of merchants with a large number of transactions and usually tend to have a select number of large stores in a single country. For the financial year ended March 31, 2020, department stores represented 20% of Global Blue’s revenue and included approximately 4,300 stores. For department stores, which have multiple tills and centralized issuing counters, Global Blue offers specific POS integrations that allow receipt information to be retrieved in a location other than the issuing location. This can be done at a manned service center with the IC2 Interface, or at self-service kiosk (IC2 Kiosk).

• Key accounts: Global Blue’s key accounts consist of top local merchants with a majority of their business originating from the same region. For the financial year ended March 31, 2020, key accounts represented 19% of Global Blue’s revenue and included approximately 64,000 stores. For key accounts, Global Blue offers several POS integration options, including IC2 Integra and IC2 Source. These integrated solutions simplify the TFS process for merchant staff, as all relevant purchase information, as well as international shopper information, is communicated directly to the issuing solution automatically. Global Blue has over 200 of these integrations already deployed with its POS partners, which allows Global Blue to quickly implement POS solutions to other merchants using or migrating to one of its existing POS partners.

• Accounts: Global Blue’s accounts consist of merchants with presence in one country and a limited number of transactions. For the financial year ended March 31, 2020, accounts represented 22% of Global Blue’s revenue and included approximately 220,000 stores. For accounts, Global Blue would normally provide stand-alone solutions ranging from a simple web application (IC2 Web), which is accessible through all the major browsers, to installable applications for desktop PCs (IC2 Desktop), mobile tablets and phones (IC2 Mobile) or Android-based payment terminals (IC2 Terminals).

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Global Blue’s IC2 solutions are provided through a cloud-based system supporting multiple platforms, which uses a single source code underlying the software and combines the benefits of native apps (dedicated installable shells adapted to the specific hardware to control local devices) and web apps (directly connected to Global Blue’s central host, which pushes updates) with an intuitive user interface that supports mobile devices, including tablets.

Global Blue has also developed a broad range of advanced features intended to simplify the TFS process for merchant staff, thereby optimizing operational efficiency (for example, by reducing each international shoppers’ time at the till). Global Blue’s solutions allow for recognition of international shopper eligibility, capture of purchase data and international shopper information, as well as capture of credit card and mobile wallet details for early refund in store. Full implementation of these features can reduce store check-out time by more than 80%, creating a strong incentive for merchants to deploy these solutions. See “—Global Blue’s Technology Platform” below.

Through Global Blue’s issuing solutions, Global Blue also has the flexibility to suggest the ideal type of refund service for the international shopper based on their specific profile. Global Blue’s data-driven marketing solutions can thereby provide a personalized service to merchants, allowing them to drive revenue for merchants, increase awareness of TFS and help merchants improve their knowledge of and ability to engage with international shoppers:

• Infrequent shoppers: For international shoppers that are not familiar with the TFS process, Global Blue offers a flexible refund service, which allows for digital or cash refunds following export validation. Infrequent shoppers account for 58% of Global Blue’s total SiS and 90% of total international shoppers for the financial year ended March 31, 2020.

• Frequent shoppers: For international shoppers who take two or more international trips per year and know how the TFS process works, Global Blue offers early refund in-store, which means the international shopper can be refunded digitally in the store (i.e., before export validation) and the refund can be processed on the same credit card through integration with PSP. Frequent shoppers account for 19% of Global Blue’s total SiS and 9% of total international shoppers for the financial year ended March 31, 2020.

• Elite shoppers: For international shoppers who know how the TFS process works and have spent at least €40,000 on TFS transactions in the past two years, Global Blue offers net-amount in-store refunds, meaning the shopper pays for the purchase amount of the goods net of VAT after commission. Elite shoppers account for 23% of Global Blue’s total SiS and less than 1% of total international shoppers for the financial year ended March 31, 2020.

Export validation

Global Blue has developed export validation systems (Global Blue’s Customs Approval System (“CAS”) software) to facilitate the execution and handling of TFS claims by customs and tax authorities. This is an open architecture software solution that enables broad integration, connecting with all VAT refund operations in the country. The software includes a risk engine that analyzes transactions to determine whether goods require a physical customs check (referred to as the “red channel”) or not (referred to as the “green channel”). The engine increases customs efficiency by reducing the number of unnecessary checks required during export validation and allowing customs and tax authorities to focus physical inspections on meaningful cases. Global Blue also provides customs and tax authorities with self-service devices (e.g., self-service kiosks) that are the primary point of contact for departing international shoppers. Global Blue’s system provides customs and tax authorities with detailed information, including monthly invoices and statements, an audit trail for each tax-free form and digital access to documents. Global Blue also uses data analytics to detect and prevent fraudulent activity in the TFS segment and have a dedicated department specialized in detecting fraudulent tax-free forms.

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Governments can choose to insource the TFS process partially or entirely and certain countries may also streamline the TFS process through digitalized systems. Conversely, certain countries may outsource the export validation process when digitalizing. As of March 31, 2020, nine countries (Cyprus, Denmark, Estonia, Finland, Lebanon, Serbia, Singapore, Sweden and Uruguay) used Global Blue’s in-house developed digital CAS software. Out of these eight countries, Global Blue also operates a digital export validation process for the Singaporean government and an end-to-end TFS process for the Uruguayan government. Singapore was the first country to adopt digital export validation in 2010 and has now transitioned to a fully paperless system, which includes mandatory in-store passport scanning and a database linked to the immigration database and, since February 2020, provides mobile export validation at airports. Global Blue aims to provide efficient solutions to meet the particular needs of each government.

Refunding

Global Blue’s TFS services are designed to enhance international shoppers’ overall shopping experience with Global Blue’s merchants, and, as such, Global Blue offers the largest variety of refund options to ensure a seamless and personalized TFS journey and a broad network of more than 800 refund points. Global Blue provides software solutions throughout the TFS journey that enable refunds to international shoppers. The percentage of the VAT refunded to the tourist has remained broadly consistent during recent financial years and Global Blue would expect it to remain so going forward.

International shoppers can choose to be refunded in a number of different locations:

• In-store: Global Blue provides in-store early and net amount refunds in certain stores, allowing refunds to the international shopper’s credit card two days after purchase or instantly, respectively. As of March 31, 2020, 11,500 merchant stores in 27 countries offered in-store refund services (representing approximately 8% of stores equipped with in-store refund services) and 7,300 merchant stores net amount refunds (representing 6% of active shops equipped with net amount refunds).

• Downtown: As of March 31, 2020, Global Blue operated more than 300 downtown refund points for international shoppers, allowing international shoppers to receive immediate cash refunds without having to wait until they reach customs, as well as nine VIP lounges, located in Barcelona, Florence, London, Madrid, Milan, Munich, Paris, Rome and Venice. VIP lounges are dedicated spaces where VIP international shoppers receive their refunds while resting and gaining additional shopping tips and information. In addition, Global Blue’s lounges offer concierge and personal shopping services in town to assist with the TFS process and fast-track export validation services at airports.

• Airports: As of March 31, 2020, Global Blue offered more than 400 refund points in airports, of which more than 125 points were owned by it.

• Home: As of March 31, 2020, Global Blue offered more than 70 refund points in international shoppers’ countries of origin to allow international shoppers to obtain VAT refunds after their trip.

• Mobile: As of March 31, 2020, Global Blue offered mobile refunds to international shoppers, allowing international shoppers to be automatically refunded, post validation, by inputting their account details on the app, instead of visiting a refund booth.

For the financial year ended March 31, 2020, Global Blue issued refunds to international shoppers of approximately 200 nationalities in over 80 currencies, amounting to approximately €2 billion. Global Blue is focused on offering a wide range of refund solutions to meet the diverse preferences of the international shoppers that use Global Blue’s services, including through immediate cash refunds in either their home or local currency, credit card refunds, bank transfers and checks and online refunds to a digital wallet (e.g., Alipay, UnionPay and WeChat), which accounted for 56%, 38% and 6% of refunds during the financial year ended March 31, 2020, respectively. Global Blue is constantly evaluating new payment options in order to ensure that it meets the needs of all international shoppers.

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As of March 31, 2020, Global Blue had partnerships with three digital wallet providers and 10 credit card providers, which has allowed it to roll out alternative, simple refund options, such as real-time refund and early refund. These are typically preferred by Global Blue’s merchants as they increase velocity in stores (allowing for up-sell). For example, in August 2019, Global Blue extended its partnership with UnionPay to offer Chinese international shoppers a seamless refund experience by launching a new instant refund option through the UnionPay app. The roll-out began at more than 400 of Global Blue’s refund points in 27 countries and will in the long-term be gradually rolled out to all of its refund points that carry a mobile refund option.

Digital customer journey

In order to drive success ratio, Global Blue is focused on improving the digital customer journey through its MCC and Traveler App, which allow Global Blue to interact directly with its international shoppers. MCC was designed specifically to aid infrequent international shoppers and provides real-time notifications and access to a personalized mobile website to guide international shoppers step-by-step through every stage of the digital customer journey. As the international shopper exits the store, they receive a mobile notification to guide them to the next step of the TFS journey, such as notifications about the specific export validation and refund requirements at the airport from which the international shopper is exiting. One day before exiting the country, MCC sends a refund reminder to the international shopper, reminding them to complete their refund. At the airport, MCC provides the international shopper with an export validation and refund guide to assist the international shopper in successfully validating their tax-free transaction. Finally, once the international shopper is in their home country, MCC allows the international shopper to track their refund until completion. As of March 31, 2020, approximately 6 million international shoppers have used MCC since its launch in 2017 and approximately 90,000 merchants have been enrolled in MCC. In addition, for the calendar year ended March 31, 2020, approximately 14 million notifications were sent through MCC.

Alternatively, Global Blue’s Traveler App was designed to aid frequent and elite international shoppers and uses accurate and robust passport scanning technology as part of a quick and frictionless registration process. This, in turn, speeds up and simplifies the issuing and completing of tax-free forms, which reduces the risk of forms being completed incorrectly and results in a higher percentage of completed refunds. The Traveler App also allows international shoppers to view successful refunds, get instant refund updates and locate refund points. It also includes information about merchants and gives personalized messages based on the international shopper’s location. These tools benefit both Global Blue’s merchant partners (improving customer satisfactions and overall success ratio) and their international shoppers (simplifying the experience and improving transparency of the refund status). As of March 31, 2020, the Traveler App had been downloaded over 575,000 times globally and it was used by more than 53,000 active users per month on average, with a total of 4.3 million app sessions since launch in 2018.

Added-Value Payment Solutions

Global Blue partners with Acquirers to service merchants and empower them to capture the growth of international shoppers. Global Blue’s relationships with merchants accelerate sales of AVPS to Acquirers. Global Blue’s AVPS business represented 14.5% of Global Blue’s revenue for the financial year ended March 31, 2020, corresponding to approximately 31 million AVPS transactions. Over the same period, Global Blue’s AVPS business was utilized by 16 million international shoppers and generated €4.4 billion in SiS, covering more than 50 Acquirers in 33 countries across 120,000 points of interaction.

Global Blue’s AVPS business comprises the Currency Conversion Solutions division (which represented 60% of AVPS SiS and 40% of AVPS revenue for the financial year ended March 31, 2020) and the Payment Solutions division (which represented 40% of AVPS SiS and 60% of AVPS revenue for the financial year ended March 31, 2020). Within the Currency Conversion Solutions division, Global Blue offers DCC, including POS, eDCC and ATM DCC, and MCP for e-commerce. Within the Payment Solutions division, Global Blue offers POS and e-commerce gateway and tokenization solutions and financial processing via direct links with American Express, MasterCard, UnionPay and Visa.

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Historically, Global Blue’s main solution was DCC, which Global Blue offered to its merchants as an add-on feature to its TFS business. Global Blue has since moved from being only a DCC provider to its TFS merchant partners to a multi-channel DCC and added-value multi-currency solution provider. Global Blue first expanded its DCC offering to other POS verticals (e.g., hospitality) and then to new DCC verticals (e.g., ATM and e-commerce). Finally, Global Blue moved beyond DCC to offer the products currently categorized as Payment Solutions through the acquisition of Currency Select.

The foundation of Global Blue’s DCC solutions is easily integrated and reliable technology offered through comprehensive technology solutions, optimization of the user experience to maximize acceptance rate and strong merchant relationships to provide Acquirers with new revenue opportunities. Together, this forms a comprehensive range of AVPS services that allows Acquirers to successfully compete in the payment ecosystem.

To illustrate the process, a typical DCC transaction follows eight steps: (1) the merchant offers the international shopper the choice of whether to pay in home currency or local currency, and the international shopper chooses the former; (2) the merchant requests the applicable exchange rate from Global Blue; (3) the merchant prints the bill for the international shopper; (4) the issuing bank (i.e., the bank that issued a credit card to the international shopper on behalf of a card scheme) debits the account of the international shopper in home currency; (5) the card scheme (Visa, MasterCard or another network) debits the issuing bank in home currency; (6) the Acquirer (i.e., the financial institution that maintains the merchant’s bank account) debits the card scheme in the international shopper’s home currency; (7) the Acquirer pays Global Blue in the international shopper’s home currency and Global Blue pays a local currency amount to the Acquirer in return; and (8) the Acquirer credits the merchant’s account in local currency. The following graphic illustrates these eight steps using illustrative economics. Assuming, for illustrative purposes only and not as a representation of actual amounts involved in the DCC process, a purchase amount in British pound of £900, which is equivalent to a purchase amount in euro of €1,000, where the international shopper chooses to pay in their home currency the amount paid (including a 3% fee) is €1,030, each of the Acquirer, the merchant and Global Blue receive a share of the mark-up being €10 each assuming equal revenue sharing amongst them.

THE DCC PROCESS⁽¹⁾

(1) Graphic is presented for illustrative purposes only and not as a representation of actual amounts involved in the DCC process. Actual amounts may vary depending on a number of factors, including the revenue share split set out in agreements with Acquirer and merchants, expected DCC acceptance rates and market trends.

In Global Blue’s DCC business, Global Blue sits at the center of the AVPS ecosystem, comprised of Acquirers, merchants, international shoppers and card schemes. For Acquirers, Global Blue’s DCC services