Admiral Acquisition : Interim Financial Statements - 15 December 2022 to 31 May 2023

Admiral Acquisition Limited

Report and unaudited financial statements

from incorporation on 15 December 2022 to 31 May 2023

Admiral Acquisition Limited

Contents

Chairman's Statement	2
Report of the Directors	3
Principal Risks and Uncertainties	11
Balance Sheet	12
Statement of Income	13
Statement of Changes in Shareholders' Equity	14
Statement of Cash Flows	15
Notes to unaudited Financial Statements	16

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Admiral Acquisition Limited

Chairman's Statement

It is with pleasure that I present to you, the shareholders, the report and unaudited financial statements of Admiral Acquisition Limited (the ''Company'') for the period from incorporation on 15 December 2022 to 31 May 2023.

The Company

The Company raised gross proceeds of US$539.5 million in its initial public offering (''IPO''), through the placing of ordinary shares of no par value in the capital of the Company (''Ordinary Shares'') (with matching (''Warrants'') to subscribe for Ordinary Shares issued at a placing price of US$10.00 per Ordinary Share and a further US$10.5 million through the subscription of the founder preferred shares of no par value (''Founder Preferred Shares'') (with Warrants being issued on the basis of one Warrant per Founder Preferred Share) at a price of US$10.50 per Founder Preferred Share). The Company was admitted to the Official List of the FCA by way of a standard listing and to trading on the main market of the London Stock Exchange on 22 May 2023 (''Admission''). As at 18 August 2023, the Company had 53,975,000 Ordinary Shares and 54,975,000 Warrants in issue. The net proceeds from the IPO are easily accessible when required.

As set out in the Company's prospectus dated 17 May 2023 (the "Prospectus"), the Company was formed to undertake an acquisition of a target company or business. There is no specific expected target value for the acquisition and the Company expects that funds not used for the acquisition, if any, will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and/or working capital in relation to the acquired company or business. Following completion of the acquisition, the objective of the Company is expected to be to operate the acquired business and implement an operating strategy with the objective of building and growing the business and generating value for the Company's shareholders (''Shareholders'') through operational improvements as well as potentially through additional complementary acquisitions.

The Board of Directors continues to review a number of acquisition targets and will remain disciplined in only proceeding with an acquisition that it believes it can produce attractive returns to its Shareholders.

Financial Results

During the period commenced 15 December 2022 and ended 31 May 2023, the Company has incurred operating costs of US$248,000. These expenses were offset by investment income totalling approximately US$659,000. Costs of Admission of US$10.5 million were recorded as an offset to the gross proceeds from the IPO in the Company's Balance Sheet.

Principal Risks and Uncertainties

The Company set out in the Prospectus the principal risks and uncertainties that could impact its performance; the Directors consider that these principal risks and uncertainties remain unchanged since that document was published and apply for the period of the remaining six months of the financial year. Your attention is drawn to the Principal Risks and Uncertainties section on page 11 for a summary of these and to the Prospectus for the detailed assessment. A copy of the Prospectus is available on the Company's website (www.admiralacquisition.com) and was submitted to the National Storage Mechanism and is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Related Parties

Related party disclosures are given in note 7 to these financial statements.

Rory Cullinan

Chairman

18 August 2023

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Admiral Acquisition Limited

Report of the Directors

The Directors have pleasure in submitting their Report and the unaudited financial statements for the period from 15 December 2022 through 31 May 2023.

Status and activities

The Company was incorporated with limited liability under the laws of the British Virgin Islands under the BVI Business Companies Act, 2004, on 15 December 2022. The address of the Company's registered office is Ritter House, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands. The Ordinary Shares and Warrants were admitted for trading on the main market of the London Stock Exchange on 22 May 2023. The Company raised gross proceeds of US$539.5 million in its IPO and a further US$10.5 million through the subscription of Founder Preferred Shares for a potential acquisition of a target company or business (which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, scheme of arrangement, reorganization or similar business combination) of an interest in an operating company or business (an ''Acquisition''). Costs of Admission of US$10.5 million were paid in relation to the IPO, resulting in net proceeds of US$539.5 million.

There is no specific expected target value for the Acquisition and the Company expects that funds not used for the Acquisition, if any, will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and/or working capital in relation to the acquired company or business. Following the completion of any Acquisition, the objective of the Company is expected to be to operate the acquired business and implement an operating strategy with the objective of building and growing the business and generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions. Following the Acquisition, the Company intends to seek re-admission of the enlarged group to such listing venue as is appropriate for it based on the industry, geographic focus and track record of the company or business acquired, subject to fulfilling the relevant eligibility criteria at the time. The Company expects to acquire a controlling interest in a target company or business. The Company (or its successor) may consider acquiring a controlling interest constituting less than the whole voting control or less than the entire equity interest in a target company or business if such opportunity is attractive; provided, the Company (or its successor) would acquire a sufficient portion of the target entity such that it could consolidate the operations of such entity for applicable financial reporting purposes (and, in any event, would not be required to register as an investment company under the U.S. Investment Company Act of 1940, as amended). In connection with an Acquisition, the Company may issue additional Ordinary Shares which could result in the Company's then existing Shareholders owning a minority interest in the Company following the Acquisition.

The Company's efforts in identifying a prospective target company or business will not be limited to a particular industry or geographic region. The Company may subsequently seek to raise further capital for the purposes of the Acquisition.

Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the Acquisition. The Acquisition will be subject to Board approval, including by a majority of the Company's Board, including a majority of those Directors of the Board from time to time considered by the Board to be independent for the purposes of the UK Corporate Governance Code issued by the Financial Reporting Council (the ''FRC'') in the UK from time to time (the ''Code'') (or any other appropriate corporate governance regime complied with by the Company from time to time) together with the chairman of the Board provided that such person was considered by the Board to be independent on appointment for the purposes of the UK Corporate Governance Code (or any other appropriate corporate governance regime complied with by the Company from time to time).

The determination of the Company's post-Acquisition strategy and whether any of the Directors will remain with the combined company and on what terms will be made at or prior to the time of the Acquisition.

In the event that the Acquisition has not been announced by the second anniversary of Admission, the Board will recommend to Shareholders either that the Company be wound up (in order to return capital to Shareholders and holders of the Founder Preferred Shares, to the extent assets are available) or that the Company continue to pursue the Acquisition for a further 12 months from the second anniversary of Admission. The Board's recommendation will then be put to a Shareholder vote (from which the Directors, the Founders and Mariposa Acquisition IX, LLC (the ''Founder Entity'') will abstain).

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Admiral Acquisition Limited

Report of the Directors (Continued)

The Company has identified the following criteria and guidelines that it believes are important in evaluating potential acquisition opportunities. It will generally use these criteria and guidelines in evaluating acquisition opportunities but the Company may decide to complete an Acquisition that does not meet these criteria and guidelines:

• leading competitive industry position with a defensible moat;
• a company with strong underlying free cash flow characteristics;
• an established company or business with a proven track record;
• experienced management team; and
• diversified customer and supplier base.

In addition, the Company expects to consider a variety of factors with respect to potential acquisition opportunities, including, among others:

• financial condition and results of operations;
• growth potential;
• brand recognition and potential;
• experience and skill of management and availability of additional personnel;
• capital requirements;
• stage of development of the business and its products or services;
• existing distribution or other sales arrangements and the potential for expansion;
• degree of current or potential market acceptance of the products or services;
• proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
• impact of regulation and potential future regulation on the business;
• regulatory environment of the industry;
• seasonal sales fluctuations and the ability to offset these fluctuations through other acquisitions, introduction of new products, or product line extensions; and
• the amount of working capital available.

Results

For the period from incorporation on 15 December 2022 to 31 May 2023, the Company's net income was US$411,000.

Share capital

General:

As at 31 May 2023, the Company had in issue 53,975,000 Ordinary Shares and 1,000,000 Founder Preferred Shares. In addition, the Company has 54,975,000 Warrants in issue.

1 Founder Preferred Share was issued on 21 December 2022 with a further 999,999 Founder Preferred Shares issued on 22 May 2023. There are no Founder Preferred Shares held in Treasury. Each Founder Preferred Share was issued at US$10.50 per share with an associated Warrant as described in note 4.

53,975,000 Ordinary Shares were issued on 22 May 2023 (53,950,000 were issued in the IPO at US$10.00 per share and 25,000 were issued, in aggregate, to Rory Cullinan, Melanie Stack and Thomas V. Milroy (the ''Independent Non-Founder Directors'') in connection with the IPO. There are no Ordinary

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