EQS-PVR: Marley Spoon Group SE: Release according to article 11 paragraph 6 of the Luxembourg transparency law and section 40 paragraph 1 of the German securities trading act (WpHG)

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the CSSF)ⁱ

Filing reference	11310
Submitted at (Luxembourg time)	2025-07-31 18:56

1.      Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:

Marley Spoon Group SE

2. Reason for the notification:

An acquisition or disposal of voting rights

An acquisition or disposal of financial instruments

3. Details of person subject to the notification obligation^iv:

Name: Andrew Unanue

4. Full name of shareholder(s)^v:

AUA Health Partners, LLC, Diet Holdings, LLC (formerly known as Bistro MD Holdings, LLC), Andrew Unanue

5. Date on which the threshold was crossed or reached^vi:

2025-07-25

6. Total positions of person(s) subject to the notification obligation:

	% of voting rights attached to shares (total of 7.A)	% of voting rights through financial instruments (total of 7.B.1 + 7.B.2)	Total of both in % (7.A + 7.B)	Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached	7.55	1.31	8.86	34,162,290
Position of previous notification (if applicable)	4.18	4.83	9.01	-

7.      Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii:

A: Voting rights attached to shares

Class/type of shares (ISIN code if possible)	Number of voting rights directix	Number of voting rights indirectix	% of voting rights directix	% of voting rights indirectix
class A shares (LU2380748603)	36,000	2,543,401	0.10	7.44
SUBTOTAL A (Direct & Indirect)	2,579,401		7.55

B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law

Type of financial instrument	Expiration datex	Exercise/ Conversion Periodxi	Number of voting rights that may be acquired if the instrument is exercised/ converted	% of voting rights
N/A

B.2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law

Type of financial instrument	Expiration datex	Exercise/Conversion Periodxi	Physical or cash settlementxii	Number of voting rights	% of voting rights
Class A Warrant	2034-02-09	10 Years	PHYSICAL	450,000	1.31
SUBTOTAL B.2				450,000	1.31

8.        Information in relation to the person subject to the notification obligation:

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv:

N °	Namexv	% of voting rights held by ultimate controlling person or entity or held directly by any subsidiary if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments held by ultimate controlling person or entity or held directly by any subsidiary if it equals or is higher than the notifiable threshold	Total of both	Directly controlled by (use number(s) from 1st column)
1	Andrew Unanue	7.55	1.31	8.86
2	Andrew Unanue 2009 Trust	7.44	1.31	8.76	1
3	AUA Carry Partner Holdings II, LLC	7.44	1.31	8.76	2
4	AUA Private Equity GP II, LLC	7.44	1.31	8.76	3
5	AUA Private Equity Investments GP II, LP	7.44	1.31	8.76	4
6	AUA Private Equity Fund II, LP	7.44	1.31	8.76	5
7	AUA Health Partners, LLC	7.44	1.31	8.76	6
8	Diet Holdings, LLC (formerly known as Bistro MD Holdings, LLC)	7.27	1.31	8.59	7

9. In case of proxy voting:

N/A

10. Additional information^xvi:

This notification is made in accordance with articles 8(1), 9(e), 12a(2) and 12(1)(b) of the Luxembourg law of 11 January 2008 on transparency requirements for issuers (the Transparency Law) in relation to (i) the acquisition of 1,108,164 class A shares by Diet Holdings, LLC (formerly known as Bistro MD Holdings, LLC) on 25 July 2025 and settled on 29 July 2025 pursuant to a share purchase agreement; (ii) the acquisition of 58,188 class A shares by AUA Health Partners, LLC; and (iii) the acquisition of 36,000 class A shares by Andrew Unanue directly. The holdings of Class A Warrants referred under section B.2. above remain unchanged compared to the previous notification dated 14 February 2024. These financial instruments have been included in this notification pursuant to article 12(1)(b) to accurately display the aggregate number of the relevant holdings. The percentages of voting rights have been rounded automatically by the eRIIS system of the CSSF, calculation may therefore display a discrepancy when manually added without consideration to rounding.

 

Date: 2025-07-31 18:56

 

Notes

ⁱPlease note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.

ⁱⁱFull name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity).

ⁱⁱⁱOther reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

^ivThis should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Article 9 (b) to (h) of the Transparency Law; or (c) the holder of financial instruments referred to in Article 12(1) of the Transparency Law.

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Article 9 of the Transparency Law, the following list is provided as indication of the persons who should be mentioned:

• in the circumstances foreseen in letter (b) of Article 9 of that Law, the natural person or legal entity that acquires the votingrights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
• in the circumstances foreseen in letter (c) of Article 9 of that Law, the natural person or legal entity holding the collateral,provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
• in the circumstances foreseen in letter (d) of Article 9 of that Law, the natural person or legal entity who has a life interest inshares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
• in the circumstances foreseen in letter (e) of Article 9 of that Law, the controlling natural person or legal entity and, providedit has a notification duty at an individual level under Article 8, under letters (a) to (d) of Article 9 of that Law or under a combination of any of those situations, the controlled undertaking;
• in the circumstances foreseen in letter (f) of Article 9 of that Law, the deposit taker of the shares, if he can exercise thevoting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
• in the circumstances foreseen in letter (g) of Article 9 of that Law, the natural person or legal entity that controls the votingrights;
• in the circumstances foreseen in letter (h) of Article 9 of that Law, the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

^vApplicable in the cases provided for in Article 9 (b) to (h) of the Transparency Law. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 9 of that Law unless the percentage of voting rights held by the shareholder is lower than the 5% threshold for the disclosure of voting rights holdings (e.g. identification of funds managed by management companies).

^viThe date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

^viiThe total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

^viiiIf the holding has fallen below the 5% threshold, please note that it is not necessary to disclose the extent of the holding, only that the new holding is below that threshold.

^ixIn case of combined holdings of shares with voting rights attached 'direct holding' and voting rights 'indirect holding', please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.

^xDate of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

^xiIf the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].

^xiiIn case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 12(2) of the Transparency Law).

^xiiiIf the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

^xivThe full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity also has to be presented in the cases in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only then the market always gets the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.). Numbers shall be attributed to all persons or entities within the group in column 1 in order to allow a clear indication of the control structure in column 6. The names of all undertakings of the control chain shall be provided in column 2, even if the number of the directly held voting rights and/or financial instruments is not equal or higher than the notifiable threshold. Columns 3 & 4 shall indicate the holdings of those persons or entities directly holding the voting rights and/or financial instruments if the holding is equal or higher than the notifiable threshold.

^xvThe names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

^xviExample: Correction of a previous notification.