Condensed Statement of Cash Flows

For the six months ended 30 June 2021

Condensed Statement of Changes in Equity

For the six months ended 30 June 2021

ACCOUNTING POLICIES

The Group prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the UK

Notes to the Condensed Financial Information

1  General information

Anemoi International Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities. 

2  Significant Accounting policies

The Company prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.

The financial statements are expressed in GBP

The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at 31 December 2020.

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

2.1  Basis of preparation

The condensed consolidated interim financial information for the six months ended 30 June 2021 has been prepared in accordance with International Accounting Standard No. 34, 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2020.

These condensed interim financial statements for the six months ended 30 June 2021 are unaudited and do not constitute full accounts. The independent auditor's report on the 2020 financial statements was not qualified.

2.2  Going concern

The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future.

Notes Condensed Financial Information Continued

3  Net Financial Expense

4  Borrowings

In October 2020 the Company issued 10% cumulative convertible loan notes in integral multiples of USD$1.00 for a total of USD$350,000. As at the period end USD$15,400 of interest had been accrued on a drawn down balance of USD$299,824. The notes are redeemable on the second anniversary of the execution date. They have been translated at the year end rate in to GBP.

5  Earnings per share

Notes Condensed Financial Information Continued

6  Share Capital

Under the Company's amended memorandum of association of 25 May 2021, the Company is authorised to issue an unlimited number of shares of one class.

During the period 5,999,999 ordinary shares were placed at a price of £0.04 per share with existing and new investors (the Placing), bringing the total issued share capital of the company to 35,999,999 Ordinary Shares of no par value.

Simultaneous to the Placing the Company granted to subscribers:

(i)            5,999,999 'A' warrants with an exercise period of one year from the first anniversary of the date of grant entitling an 'A' warrantholder to subscribe for one ordinary share of the Company for each warrant held at a subscription price of £0.08; and

(ii)           5,999,999 'B' warrants  with  an  exercise  period  of  one  year  from  the  second  anniversary  of  the  date  of  grant  entitling  a  warrantholder  to  subscribe  for  one  ordinary  share  of  the  Company  for  each  warrant  held  at  a  subscription  price  of  £0.12

in  each  case  with  the  subscription  rights  and  price  per  ordinary  share  being  subject  to  adjustment in the event of any share splits or share consolidations by the Company.

Accelerated  subscription  rights  apply  to  both  'A' warrant  and 'B' warrants in  the  event  that the Company undertakes further  equity  fund  raises  (including  in  connection  with  a  merger,  acquisition  or  reverse  takeover  transaction) .

The  Company  may,  at  any  time  during  the  exercise  periods of the 'A' warrants and 'B' warrants  when  the  Company's  share  price  equals  or  exceeds  the  subscription  price applicable to each class of warrant,  without  notice  purchase  any  warrants  at  any  price  by  tender,  private  treaty  or  otherwise.  The  Company  may  accept  the  surrender  of  a  Warrant  at  any  time.  Any  Warrants  so  purchased  or surrendered will be cancelled by the Company, which will not be at liberty to reissue or resell them.

Notes Condensed Financial Information Continued

7  Related Party Transactions

Thalassa Holdings Ltd, which holds shares in the Company is related by common control through the Chairman, Duncan Soukup.

The staff costs incurred by the Company are recharged from Thalassa Holdings Ltd totalling £37,293 for the period.

Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest, the Group accrued $13,000 of fees in the period (2020 : nil). There was no further director's remuneration for the period.

8  Subsequent events

The Company's M&A were amended by a written resolution of the board on 15^th July 2021 such that the Company is authorised to issue shares of one class with a par value of US$0.001

Luca Tomasi was appointed as a director of the Company by a written resolution of the board passed on 1 July 2021.

9  Copies of the Interim Report

The interim report is available on the Company's website: www.anemoi-international.com.