Condensed Statement of Changes in Equity

Statement of Cash Flows                                                                                         

1      Notes to the interim financial statements

General information

Tertre Rouge Assets PLC (the "Company") is a public limited company incorporated and domiciled in England and Wales. The interim condensed financial statements for the six months ended 30 September 2022. The address of the Company's registered office is 48 Chancery Lane, c/o Keystone Law, London WC2A 1JF. The interim condensed financial statements of the Company were authorised for issue in accordance with a resolution of the Directors on 14 February 2023.

The interim condensed financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006 The interim condensed financial statements have been prepared on a going concern basis.

1.1     Accounting convention

The interim financial statements are for the six months ended 30 September 2022 and have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all the information required in annual financial statements in accordance with International Financial Reporting Standards. The financial statements have been prepared under the historical cost convention.

1.2                 Accounting policies, critical estimates, and judgements

The accounting policies and methods of computation followed in the interim financial statements are in accordance with those adopted for the historical financial information included in the Company's prospectus dated 23 June 2022 (the "Prospectus") published in connection with Admission. The following additional critical estimates and judgements were made in the preparation of these interim financial statements:

Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. Apart from share-based payments and share issue costs discussed below the Directors consider that there are no other critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company.

Financial Instruments: warrants

On 16 June 2022, the Company issued warrants to each of those persons who subscribed for shares as part of the subscription detailed in the Prospectus (the "Subscription"). Equity-settled financial instruments are measured at fair value (excluding the effect of non-market based vesting conditions) at each reporting date. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. Fair value is measured using the Black Scholes pricing model. The key assumption used in the model have been adjusted, based on the Board's best estimate of the vesting period and volatility.

Share Issue costs

The costs of share issues are charged against the share premium account. Where the share issue costs are incurred but the share issue is interdependent with another activity such as a stock market admission and/or an issue of a prospectus or admission document then the costs of these activities can be difficult to quantify separately and therefore reliance is placed on management's best estimate of the split of the costs.

2      Loss per share                                                                                                                                   

Basic earnings per share ("EPS") is calculated by dividing the loss for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

Diluted EPS is not separately calculated as the warrants would be anti-dilutive due to the loss.

3      Prepayments                                                                                30 September               31 March

                                                                                                                   2022                      2022      

                                                                                                                        £                           £

4      Other payables and accruals                                                        30 September               31 March

                                                                                                                   2022                      2022 

                                                                                                                        £                           £

5      Share Capital                                                                                                    

On 3 February 2021, the Company allotted one ordinary share of £0.001 which was issued at par which, together with the one ordinary share of £0.001 in issue when the Company was incorporated, resulted in the enlarged share capital of the Company being two issued ordinary shares of £0.001 each.

On 16 September 2021, the Company allotted 2,759,998 ordinary shares of £0.001 each which were issued at par (for no cash consideration in lieu of services to be provided).

On 24 November 2021, the Company allotted 107,640,000 ordinary shares of £0.001 each which were issued at par (for no cash consideration in lieu of services to be provided).

On 24 November 2021, the Company resolved that the 110,400,000 ordinary shares of £0.001 each be consolidated into new ordinary shares of £0.04 each on the basis of one new ordinary share for every then 40 existing ordinary shares; resulting in the then issued share capital of the Company being comprised of 2,760,000 ordinary shares of £0.04 each (the "Ordinary Shares").

On 30 December 2021, the Company allotted 2,340,000 new Ordinary Shares for a price per share of 50 pence.

The Ordinary Shares have attached to them full voting rights, dividend and capital distribution rights (including on a winding up) but they do not confer any rights of redemption.

6      Share premium account                                                       30 September 2022       31 March 2022

                                                                                                                        £                           £

7       Warrants reserve

On 16 June 2022 and conditional on Admission (which occurred on 13 July 2022), the Company constituted 1,170,000 warrants (the "Warrants") on the terms of a warrant instrument pursuant to which the Company issued 1,170,000 Warrants to each of those persons (each, a "Subscriber") that participated in the Subscription (one Warrant being issued for each Subscription Share allotted to the Subscribers pursuant to the Subscription). The Warrants entitle (but do not obligate) each Subscriber to subscribe for two Ordinary Shares for each Warrant held by them, exercisable on readmission of the Company's shares to the Official List and to trading on the London Stock Exchange's main market for listed securities following completion of an acquisition (as more fully detailed in the Prospectus) ("Readmission") and concurrent with such fundraising undertaken by the Company at such time, at a price per share equal to a 10 per cent. discount to the price paid by third party investors in conjunction with Readmission. The Warrants are exercisable either in whole or in part. The Warrants are not exercisable prior to Readmission.

The charge for the Warrants is spread over the 1.75 years period from 13 July 2022 being the date of Admission. The 1.75 years period is determined by the Company having until 1 December 2023 to seek an FCA eligibility review in relation to a de-SPAC acquisition (i.e. a prospectus review).

The Company determines the fair value of the Warrants using a model based on the Black-Scholes-Merton methodology. In determining the fair value of the Warrants granted by it, the Company made the following assumptions.

·      Share Price 65p

·      Exercise price 58.5p

·      Annualised volatility 80%

·      Expected dividend yield 0%

·      Risk free interest rate 2.2%

·      Fair value of warrants 20.3p

Expected volatility was determined by reference to historical data for a similar Special Purpose Acquisition Company in the same market sector and listed on the same exchange.

8      Reconciliation of Loss before income tax to changes in working capital

                                                                                                    30 September 2022           31 March 2022

                                                                                                                                £                           £

9      Events after reporting date

On 24 October 2022, the Company entered into a service agreement with André Ahrlé (the "October 2022 Agreement") pursuant to which the terms of the previous service agreement entered between the parties on 29 September 2021 were superseded. The October 2022 Agreement increased the annual director's fee payable to Mr Ahrlé from £60,000 per annum to £144,000 per annum effective from 13 July 2022, being the date of Admission. The increased director's fee awarded to Mr Ahrlé was in consideration of the significant contributions and time commitment given to the Company, both in relation to Admission and the subsequent dealings he has had with prospective vendors of potential target assets and businesses being explored by the Company. The Board consider that the increased director's fee is fair and reasonable, and far more commensurate with the level of services provided and continuing to be provided by Mr Ahrlé. The salary increase for Mr Ahrlé has not been incorporated into these interim results as it is a "non-adjusting event" but will be reflected in the Company's annual accounts for the year ended 31 March 2023.