The Directors of Financials Acquisition Corp (the "Company") are pleased to submit their Annual Report and Audited Financial Statements (the "Financial Statements") for the period from date of incorporation to 31 December 2022.

Financials Acquisition Corp (the "Company"), is an exempted company with limited liability, incorporated under the laws of the Cayman Islands on 31 August 2021. The Company is registered with the Registrar of Companies in the Cayman Islands under incorporation number 380273 and has its registered office at SIX, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

Principal Activity

The Company is a special purpose acquisition company (a "SPAC"), formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination (a "Business Combination"). The Company aims to identify and acquire a company or business operating principally (or adjacent to) the insurance or broader financial services industry.

The Company was admitted to trading on the main market of the London Stock Exchange on 13 April 2022, having raised £150,000,000 in its initial public offering (the "IPO") of 15,000,000 Class A Ordinary Shares ("Ordinary Shares") at £10.00 per share (the "Offering") with matching warrants being issued concurrently with the delivery of the Ordinary Shares to subscribers of Ordinary Shares in the Offering on the basis of one-half (1/2) of one (1) warrant per Ordinary Share ("Public Warrants"). Additionally, £4,500,000 was raised via the Company's Overfunding Subscription of 450,000 Ordinary Shares which were issued to the Overfunding Sponsor Entity.

The proceeds of the Offering were placed in an escrow account as outlined in the prospectus for the IPO (the "Prospectus"). At the same time as the Offering the Company raised £3,875,000 from the private placement of 3,875,000 Sponsor Warrants at £1.00 per Sponsor Warrant, the proceeds of which were held outside of the escrow account to cover the costs relating to the IPO and running costs as outlined in the Prospectus.

Business Combination

Since the completion of its IPO, the Company's leadership team has been focused on identifying a potential target for the business combination within the meaning of the Prospectus (the "Business Combination"). This process is ongoing and the Company will continue its search with the aim to complete a business combination within 15 months following the Admission Date (13 April 2022), subject to two three-month extension periods under conditions outlined in the Prospectus.

The proceeds of the Company's IPO, £154,500,000, were placed in its escrow account held at HSBC Bank plc (the "Escrow Account"). All amounts contributed to the Escrow Account are held for the benefit of the Company and the Ordinary Shareholders as further described in the Prospectus

Please refer to the following sections of the Prospectus for the Company's principal risks and uncertainties.

-     Risk Factors (pages 9 to 39)

The Company's risk management objectives and policies are consistent with those disclosed in the Prospectus. Additional risks or circumstances not known to the Company, or currently believed not to be material, could individually or cumulatively, later turn out to have a material impact on the Company's business, revenue, assets, liquidity, capital resources or net income.

Going concern

The Company's operation is restricted to structuring and completing its Business Combination, the Board have assessed the viability of the Company until the Business Combination Deadline, taking account of the Company's current position and the potential impact of the principal risks outlined in this statement.

The Company has 15 months from the admission date to complete a business combination, subject to two three-month extension periods if approved (the "Business Combination Deadline"). The Company currently believes it has sufficient funds to cover operating costs through to the initial deadline. If the board were to seek an extension then additional funds would need to be raised to cover operating costs. The costs related to the Company are expected to be covered by the proceeds of the issuance of the Sponsor Warrants as part of the Offering process.

The Sponsor Entity, the Overfunding Sponsor Entity (as defined in the Prospectus) or their affiliates may provide up to £1,500,000 of additional funds to the Company through the issuance of debt instruments, such as promissory notes, to fund excess costs, which may be converted into additional Sponsor Warrants (as defined in the Prospectus) at a price of £1.00 per Sponsor Warrant at the option of the lender.

The Company will have until the Business Combination Deadline to complete a Business Combination, subject to any extension period being granted. If the Company has not completed a Business Combination by such time (or the expiry of any extension period), it will: cease all operations except for the purpose of winding up; as promptly as reasonably possible, redeem the Ordinary Shares, and as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Directors, liquidate and dissolve.

The events and conditions that management considers relevant to the Company's ability to continue as a going concern include the limited time frame remaining to the Business Combination Deadline and market conditions inclusive of competition and potential geopolitical events.

Management remain focused on completing a Business Combination by the Business Combination Deadline. Having considered all relevant information, management have concluded that there are no material uncertainties related to the identified events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. Reaching the conclusion that there is no material uncertainty involves significant judgement.

In addition, such opinion is not dependent on the Company completing a Business Combination by the Business Combination Deadline. It is important to note that nothing in this analysis implies that the Company would be unable to meet its debts as they fall due or to fulfil the above mentioned redemptions of redeemable Ordinary Shares should the Company not complete a Business Combination by the Business Combination Deadline.

Corporate Governance

As an exempted company incorporated under the laws of the Cayman Islands with a standard listing on the London Stock Exchange's main market, the Company has no statutory obligation or listing requirement to adopt a corporate governance code. However, the Company has to voluntarily observe the requirements of the UK Corporate Governance Code insofar as appropriate for a SPAC in its pre-merger stage.

·    The Directors' Corporate Governance Statement in respect of its governance obligations can be found on pages 8 to 9.

·    The Board has established an Audit Committee, comprised of two independent directors, to provide oversight and preserve the integrity of the Company's financial reporting process and internal controls and risk management systems, and to monitor the statutory audit of the Company's annual financial statements. The Report of the Audit Committee can be found on pages 11 to 14.

Related Party Transactions

The main related party transactions are outlined in the "Related Party Transactions" section of the Prospectus. Refer to note 10 - Related party transactions for disclosure within the Financial Statements.

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable laws and regulations. The Board confirms that to the best of their knowledge:

-     the Financial Statements, prepared in accordance with IFRS as issued by IASB, give a true and fair view of the assets, liabilities, financial position and profit of the Company, as required by Disclosure and Transparency Rule ("DTR") 4.1.12R;and

-     the Director's Report includes a fair review of the development and performance of the business during the period, and the position of the Company at the end of the year, together with a description of the principal risks and uncertainties that the Company faces, as required by DTR 4.1.8R and DTR 4.1.9R.

The Board is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy, at any time, the financial position of the Company, and that enable them to ensure that the Financial Statements comply with the Companies Act (As Revised) of the Cayman Islands. The Board is also responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the Cayman Islands governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

Signed on behalf of the Board by:

Andrew Rear (Executive Chairman)

28 April 2023

Dear Shareholders,

It is with pleasure that I present the Financial Statements of Financials Acquisition Corp. (the "Company") for the period from 31 August 2021 (date of incorporation) to 31 December 2022.

The highlight of the period was the Company's admission to trading on the main market of the London Stock Exchange on 13 April 2022 raising £154,500,000 million from an offer of new shares. Our ability to raise this capital during one of the quietest markets for equity capital market ("ECM") activity both in London and globally vindicated the strength of our investment case.

The capital markets volatility created by inflationary concerns, central bank response, the impact of the COVID-19 pandemic and of course, the continuing geopolitical tension has created both headwinds and volatility. The competition for and hence the valuation of assets in the private markets has continued to decline during our search period. We are mindful of the impact of the above factors (especially inflation) on the fundamentals of the assets in our target universe. Despite this we continue to find exciting opportunities that meet our criteria and which we believe would be received well by the public markets.

We remain confident that we will be able to announce a business combination within the time constraints referred to in the Prospectus.

Andrew Rear (Executive Chairman)

28 April 2023

The Board is responsible for leading and controlling the Company and has overall authority for the management and conduct of its business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the Company.

The Board comprises six members, details of which are set out below. Notwithstanding the acquisition of indirect interests in Class B Ordinary shares ("Sponsor Shares") by acquiring participating interests in the membership capital of the Sponsor, Mr William Allen is considered to be independent as the level of his interests in the share capital of the Company is not sufficiently material to his personal circumstances to exert any material influence over his actions, nor is his shareholdings material to the Company. Mr Paul Jardine, Mr Nic Gorey, Ms Shobha Frey and Mr David Morant are also considered to be independent. Mr Andrew Rear is not considered to be independent.

Andrew Rear holds a directorship in Medgulf, a company listed on the Saudi Arabian stock exchange. Other than that, none of the directors holds a directorship position in other public companies.

Andrew Rear, Executive Chairman

Andrew Rear is the Executive Chairman of the Company and a member of the Sponsor Entity's Management Team. Mr. Rear is an insurance industry executive with over 20 years' experience in the global insurance industry. From 2010 to 2020 Mr Rear was an executive at Munich Re. In 2016 Mr Rear set up Munich Re Digital Partners a separate operating division tasked with investing in the Insurtech industry and supporting the industry with reinsurance capacity. Prior to this Mr Rear was an operating chief executive across the life reinsurance operations in the UK, Ireland, Africa and Asia Pacific for Munich Re. From 2000 to 2010 Mr Rear was part of the team that built Oliver Wyman's insurance consulting business in Europe and from 2008 until his departure Mr Rear was in charge of this business.

At Munich Re Digital Partners Mr Rear was responsible for investments totalling almost US$400m in 11 Insurtech startups. The highest profile investments include Bought By Many, Next Insurance, Ticker and Hippo with growth rates between first investment and latest or exit valuations of 65x, 32x, 16x and 15x respectively. The Next Insurance investment was made in its 2017 Series A at a valuation of $120m and upsized in 2019, investing a further $250m at $875m. In the last Series E capital raise in March 2021, Next Insurance was valued at $4bn post-money. The Hippo investment was made in its 2018 Series C at a $315m valuation. In March 2021 Hippo announced a business combination with Reinvent Technology Partners Z at a valuation of $5bn. The Bought By Many investment was made in its Series A at a $35.9m valuation. In its Series D capital raise in June 2021, Bought By Many was valued at $2.35bn post-money. Other investments include Spruce, Wrisk and Acko with growth rates between first investment and latest exit valuation of 11.7x, 5.5x and 1.3x respectively. Further investments made include Trov, Inshur, Slice, and Neos. Munich Re Digital Partners also supported these operations with reinsurance capital which allowed a deeper understanding of the particular businesses.

Since leaving Munich Re Digital Partners in March 2021, Mr Rear has continued to be heavily involved in the Insurtech industry. He is Non-Executive Chairman at Buckle and a Non-Executive Director at Ticker. He is also an industry partner at the private equity firm Motive Partners.

William Allen, Chief Executive Officer

William Allen is the Chief Executive Officer of the Company and a member of the Sponsor Entity's Management Team. Mr Allen is an experienced capital markets executive focused on the global insurance industry. From 2012 to 2020 Mr Allen was a Managing Director at Keefe, Bruyette & Woods covering institutional accounts across North America. From 2008 to 2012, Mr Allen performed a similar role at Fox-Pitt Kelton during which time it was acquired by the Macquarie Group. Prior to this Mr Allen was an Insurance Analyst in London focusing on the reinsurance and Lloyd's of London market with Bear Stearns International.

At Keefe, Bruyette & Woods, Mr Allen was involved in capital market transactions across the financial sector. This included numerous IPOs, private capital raises and M&A situations. Mr Allen's regular commentary on the sector was highly respected and distributed extensively across the buy-side and corporations. Mr Allen continued to be heavily involved in the insurance sector, advising chief executives and boards on capital raising activity and speaking at industry conferences. Mr Allen helped corporations with marketing activities to buy-side investors and led trips to the UK, Monte Carlo, Asia and the U.S. to meet industry professionals. Mr Allen has an extensive network of industry and buy-side contacts which will aid the capital raising and access to target companies.

At Bear Stearns, Mr Allen was a highly rated Insurance Analyst and became Managing Director at the age of 25. Mr Allen's contacts within the industry and latterly in the insurance linked securities market helped him develop a reputation as a leading expert on the industry.

In July 2020 Mr Allen left Keefe, Bruyette & Woods to establish WFSA Capital which is an advisory boutique established to take advantage of the rising prices in the traditional insurance industry and the capital dislocation post COVID-19, the rise of Insurtech and alternative capital. During this time Mr Allen has worked with several of the 'Class of 2020' speciality insurers, Insurtechs and SPACs on their capital raising strategies.

Paul Jardine, Senior Independent Non-Executive Director

Paul Jardine is the Senior Independent Non-Executive Director of the Company. Mr Jardine is an experienced public company insurance executive. As Chief Operating Officer of Catlin from 2004 to 2015 Mr Jardine performed many investor and public markets duties. Mr Jardine also led Catlin through the acquisition by AXA XL of the XL Group. Mr Jardine is currently a Non-Executive Chairman of Asta and Chaucer as well as a Non-Executive Director at Akinova and an advisor for ECMS. Prior to Catlin, Mr Jardine was chief actuary of Equitas and a partner of PWC.

Nic Gorey, Independent Non-Executive Director

Nic Gorey is an Independent Non-Executive Director of the Company. Mr Gorey is a serial entrepreneur and a recognised leader in digital marketing. In 2009 Mr Gorey was approached by Facebook to partner in building a platform to optimise advertising campaigns via Facebook advertising's application programming interface. Mr Gorey founded Rocketer, which runs online advertising campaigns and lead generation through artificial intelligence and machine learning processes to optimise conversion. Rocketer works globally with 70 financial services partners.

Shobha Frey, Independent Non-Executive Director

Shobha Frey is an Independent Non-Executive Director of the Company. Ms Frey is a private growth investor with expertise in insurance investing. Prior to this Ms Frey was an Equity Analyst and Portfolio Manager focused on the global insurance industry at Putnam. Ms Frey managed a financials sleeve at K-Capital and international equities for the Harvard Management Company.

David Morant, Independent Non-Executive Director

David Morant is an Independent Non-Executive Director of the Company. Prior to this, he was Managing Director within two NYSE listed companies - Eneti and Scorpio Tankers.  He enjoyed a long career as a Portfolio Manager at both CQS and SAC Global.  He started his career as an analyst at Soros Fund Management after graduate training in Investment Banking and Equity Research at JPMorgan in London.

Directors' Meetings and Attendance

The Board conducts Board meetings and committee meetings in accordance with the articles of incorporation of the Company. Attendance at ad hoc meetings via telephone or video conference links will be permitted where due notice is given in accordance with the articles of incorporation and all participants can hear each other clearly. Board packs will be circulated prior to the meeting unless circumstances dictate otherwise. The Board will ensure that minutes are taken at each meeting and subsequently approved by the Board.

Compliance

As an exempted company incorporated under the laws of the Cayman Islands with a standard listing on the London Stock Exchange's main market, the Company has no statutory obligation or listing requirement to adopt a corporate governance code. However, the Company intends to voluntarily observe the requirements of the UK Corporate Governance Code insofar as appropriate for a SPAC in its pre-merger stage.

Therefore, the Company does not comply with the Governance Code in the following respects:

-     the Executive Chairman and Chief Executive Officer will not be paid a fee for their services and, as is customary for SPACs, will be wholly incentivised by their interest in the Sponsor Shares and Sponsor Warrants and accordingly the Board considers provisions relating to executive compensation to be inapplicable to the Company;

-     the Company's Executive Chairman, Mr. Rear, is not considered to be independent and therefore the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement for the chairman to be independent on appointment. The Board considers that this is reflective of his importance to the Company at this stage and is not detrimental to the Board's overall effectiveness or role in promoting the long-term sustainable success of the Company;

-     the Company may only enter into an agreement in respect of a Business Combination with the prior approval of a majority of those Directors the Board considers independent for the purposes of the UK Corporate Governance Code and for the purposes of such approval, the following Directors shall be excluded from voting and taking part in the Board's consideration of the Business Combination: (i) any Director who is, or an associate of whom is, a director of the target entity that is the subject of the Business Combination or of a subsidiary undertaking of such target entity; and (ii) any Director who has a conflict of interest in relation to such target entity or a subsidiary undertaking of such target entity;

-     the Independent Non-Executive Directors will not be paid a fee for their services and instead, in return for an investment by each of them of £100,000, they hold 66,262 Sponsor Shares and 57,767 Sponsor Warrants directly in their own names, an interest which has been deemed by the Board to be non-material for the purposes of establishing their independence;

-     upon completion of the Business Combination, the Independent Non-Executive Directors are each entitled to be awarded 10,000 ordinary shares in the post-Business Combination entity for nominal value, an interest which, together with their holding of Sponsor Shares and Sponsor Warrants, has been deemed by the Board to be nonmaterial for the purposes of establishing their independence;

-     the UK Corporate Governance Code also recommends the submission of all directors for re-election at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of the Company following the Business Combination;

-     until the Business Combination is made the Company will not have nomination or remuneration or risk committees. Following the Business Combination, the Board intends to put in place nomination, remuneration and risk committees; and

-     prior to a Business Combination, only holders of the Sponsor Shares will be entitled to vote on the appointment or removal of directors. Holders of Ordinary Shares will not be entitled to vote on the appointment (and/or removal) of directors during such time. In addition, prior to a Business Combination, holders of a majority of the Sponsor Shares may remove a member of the Board for any reason.

The Company is currently considered a low energy user, with energy consumption being below the minimum for disclosure (below 40,000 kwh). The Board recognises its responsibility and is committed to monitor its energy usage as its activities continue to scale. The Company shall collect, collate and openly disclose the Company's energy usage and impact on climate and environmental conditions.

Committees

If the need should arise in the future, for example following the Business Combination, the Board may set up committees as it deems appropriate to the size and nature of the Company.

Share dealing

As at the date of the Prospectus the Board has adopted a share dealing code which is consistent with the rules of the UK Market Abuse Regulation. The Board is responsible for taking all proper and reasonable steps to ensure compliance with such share dealing code by the Directors.

Composition and Independence of the Board

As at 31 December 2022, the Board comprised six Directors who are listed above. The Company has no employees. The biographies of the Board members can be found on pages 4 to 6.

The number of the Directors shall be not less than two and there shall be no maximum number unless otherwise determined by the Company by Ordinary Resolution.

The Role of the Board

The Board is the Company's governing body and has overall responsibility for maximising the Company's performance by directing and supervising the affairs of the business and meeting the appropriate interests of shareholders and relevant stakeholders, while enhancing the value of the Company and ensuring protection of investors. A summary of the Board's responsibilities is as follows:

-     statutory obligations and public disclosure

-     strategic matters and financial reporting

-     appointment and removal of Directors and setting Directors remuneration

-     risk assessment and management including reporting compliance, governance, monitoring and control and other matters having a material effect on the Company.

The Board's responsibilities for the Annual Report and Financial Statements are set out in the Statement of Directors' Responsibilities on page 2.

Directors' Remuneration

It is the responsibility of the Board as a whole to determine and approve the Directors' remuneration, having regard to the level of fees payable to non-executive Directors in the industry generally, the role that individual Directors fulfil in respect of Board, Committee responsibilities and the time committed to the Company's affairs. No individual Director is entitled to vote in relation to his own remuneration.

Directors undertake to provide services to the Company and be paid an annual fee for such services in accordance with each Directors letter of appointment. No director emoulments have been paid during the year

Although the Company is not domiciled in the UK, the Company is voluntarily meeting any obligations under the 2018 UK Corporate Governance Code, including section 172 of the Companies Act 2006.

The Directors recognise their individual and collective duty to act in good faith and in a way that is most likely to promote the success of the Company for the benefit of its members as a whole, whilst also having regard, amongst other matters, to the Company's key stakeholders and the likely consequences of any decisions taken during the year, as set out below:

The interests of the Company's employees

The Company has no direct employees and maintains close working relationships with the employees of the Adviser, Administrator and Custodian who undertake the Company's main functions.

The need to foster the Company's business relationships with suppliers, customers and others

The Board maintains close working relationships with all key suppliers and those responsible for delivering the Company's strategy. The contractual relationship with each supplier and their performance is formally reviewed each year.

The impact of the Company's operations on the community and the environment

Objective of the Company is to deliver a private company into the public domain that has strong corporate governance, is environmentally focused and socially responsible. Identifying a target company is key to the decision making process of the Board when reviewing target companies.

The desirability of the Company maintaining a reputation for high standards of business conduct

The Chair is responsible for setting expectations concerning the Company's culture and the Board ensures that its core values of integrity and accountability are demonstrated in all areas of the Company's operations.

The need to act fairly between Shareholders of the Company

The Board, in conjunction with the Adviser, will engage actively with Shareholders, most significantly in their consultations relating to the Business Combination, which can only be approved by a majority vote of the Public Shareholders.

Anti-bribery and Corruption

The Board has adopted an anti-bribery and anti-corruption policy designed to ensure that the Company complies with all applicable laws, standards and expectations in relation to anti-bribery and anti-corruption matters.

Criminal Finances Act

The Board of the Company has a zero-tolerance commitment to preventing persons associated with it from engaging in criminal facilitation of tax evasion. The Board has satisfied itself in relation to its key service providers that they have reasonable provisions in place to prevent the criminal facilitation of tax evasion by their own associated persons and will not work with service providers who do not demonstrate the same zero tolerance commitment to preventing persons associated with it from engaging in criminal facilitation of tax evasion.

Audit Committee

The Audit Committee will assist the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Company's annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Company's relationship with its external auditors, reviewing the effectiveness of the external audit process and reviewing the effectiveness of the Company's risk management and internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and half-yearly reports will remain with the Board. The Audit Committee will give due consideration to all applicable laws and regulations, including the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules.

The Audit Committee is chaired by David Morant and its other members are Shobha Frey and Paul Jardine. The Disclosure Guidance and Transparency Rules require that a majority of members of the Audit Committee be independent and that at least one member has competence in accounting and/or auditing. Furthermore, the members of the Audit Committee must have competence relevant to the sector that the issuer is operating. In addition, the UK Governance Code recommends that the Audit Committee should comprise at least three independent non-executive directors and that at least one member has recent and relevant financial experience. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in these respects. The Audit Committee will meet at least three times a year.

Market Disclosure Committee

The Board has established a Market Disclosure Committee in order to ensure timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the listing of the Company's securities on the London Stock Exchange, including the Listing Rules, the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation. The market disclosure committee will meet as often as necessary to fulfil its responsibilities. Meetings may be called by the Company Secretary at the request of any member of the market disclosure committee. The market disclosure committee must have at least three members. Members of the market disclosure committee are appointed by the Board.

Nomination and Remuneration Committees

No remuneration committee or nomination committee will be constituted prior to any Business Combination. The Board as a whole will instead review its size, structure and composition and the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company).

The Directors are aware that a nomination committee is recommended by the Governance Code to lead the process for Board appointments and that the Governance Code recommends that the majority of the committee be independent non-executive directors. To the extent that additional individuals may be added to the Board, the Company may consider setting up a nomination committee.

It has not been deemed necessary to establish a conflicts committee. Conflicts procedures relating to the Directors and the Sponsor are set out in the Articles of Incorporation. To the extent issues arise, these will be dealt with by the Board on a case-by-case basis.

The Company is not prohibited from pursuing a Business Combination with a target company that is affiliated with the Sponsor Entity, the Overfunding Sponsor Entity and any of their respective affiliates.

In the event the Company seeks to complete the Business Combination with a Target Business that is affiliated with any of the Directors, the Company's Memorandum and Articles of Association provide that where a Director has a conflict of interest in relation to the target or a subsidiary undertaking of the target, the Company must publish, in sufficient time before the Business Combination General Meeting, a statement by the Board that the proposed Business Combination is fair and reasonable as far as the Ordinary Shareholders are concerned and that in making such statement the Directors have been so advised by an appropriately qualified and independent adviser.

In addition, the Company's Articles of Association provide that the Company may only enter into a Business Combination, including any definitive agreement in respect of a Business Combination with the prior approval of its Board and for the purposes of such approval by board resolution, the following Directors shall be excluded from voting and taking part in the Board's consideration of the Business Combination: (i) any Director who is, or an associate of whom is, a director of the target entity that is the subject of the Business Combination or of a subsidiary undertaking of such target entity; and (ii) any Director who has a conflict of interest in relation to such target entity or a subsidiary undertaking of such target entity.

Internal Control Review and Risk Management System

The Board proposes to follow the guidance published by the UK's Financial Reporting Council on internal controls, which sets out that, in determining what constitutes a sound system of internal controls, a board should consider:

-     the nature and extent of the risks which they regard as acceptable for the Company to bear within its particular business;

-     the threat of such risks becoming reality;

-     the Company's ability to reduce the incidence and impact on business if the risk crystallises; and

-     the costs and benefits resulting from operating relevant controls.

The Board is aware of the need to conduct regular risk assessments to identify any deficiencies in the controls currently operating over all aspects of the Company. The Board is responsible for a formal risk assessment on an annual basis but will also report by exception of any material changes during the year.

Pursuant to a resolution of the Board, the Company has established an Audit Committee comprising David Morant, Shobha Frey and Paul Jardine as its members. The members of the Audit Committee are appointed, suspended and dismissed by the Non-Executive Directors. Executive Directors shall not be members of the Audit Committee.

The duties of the Audit Committee include:

-     informing the Board of the results of the statutory audit and explaining how the statutory audit has contributed to the integrity of the financial reporting and the role the Audit Committee has fulfilled in this process;

-     monitoring the financial reporting process and making proposals to safeguard the integrity of the process;

-     monitoring the effectiveness of the internal control systems and the risk management system with respect to financial reporting;

-     monitoring the statutory audit of the annual financial statements, and in particular the process of such audit;

-     monitoring the independence of the external Auditor; and

-     adopting procedures with respect to the selection of the external Auditor.

The Audit Committee shall meet as often as is deemed necessary, and at least three times in each full financial year. Any member of the Committee may request a meeting, as may the Company's external Auditor.

Financial Reporting and Audit

The Audit Committee has reviewed, considered and recommended to the Board, the approval of the contents of the Audited Financial Statements and Annual Report, together with the external Auditor's report thereon. The Audit Committee focused on compliance with legal requirements, accounting standards and the relevant Listing Rules, with specific consideration given to the accurate classification of the Company's share capital and warrants. The ultimate responsibility for reviewing and approving the Audited Financial Statements and Annual Report remains with the Board.

External Auditor

The Audit Committee is responsible for making recommendations on the appointment, re-appointment or removal of the Auditor. PKF Littlejohn LLP, was appointed as the first Auditor of the Company following a tender process. Subsequent to the period end, the Audit Committee received and reviewed the audit plan and report from the Auditor. Periodically, the Audit Committee may meet privately with the Auditor without the Company's advisers being present.

To assess the effectiveness of the Auditor, the Audit Committee reviewed:

-     The Auditor's fulfilment of the agreed audit plan and variations from it;

-     The Auditor's report to the Audit Committee highlighting the major issues that arose during the course of the audit; and

-     Feedback from the Company's Adviser and Administrator evaluating the performance of the audit team.

The remuneration to PKF Littlejohn LLP and to other PKF Littlejohn LLP member firms for the audit of the Company's annual financial statements amounts to £60,000.

Internal controls

The Audit Committee is responsible for ensuring that an effective system of internal financial and non-financial controls and risk management is maintained, and for reviewing and monitoring the effectiveness of those controls. The controls are designed to ensure proper accounting records are maintained, that the financial information on which the business decisions are made and which is issued for publication is reliable, and that the assets of the Company are safeguarded. Such a system of internal financial controls can only provide reasonable and not absolute assurance against misstatement or loss. The Adviser, Administrator and Custodian together will maintain a system of internal control on which they will report to the Audit Committee. The Audit Committee has considered the need for an internal audit function, and has concluded that, given that the Company has no employees and little activity as it is currently constituted, such a level of oversight is not currently required. The Committee notes that the Adviser, Administrator and Custodian maintain systems of internal control on which they will be required to report to the Board, in order to provide sufficient assurance to the Company that a sound system of risk management and internal control, which safeguards Shareholders' investment and the Company's assets, is maintained.

The Audit Committee has considered non-financial areas of risk such as disaster recovery and staffing levels of its service providers, and considers that adequate arrangements are in place.

On behalf of the Audit Committee

David Morant

Audit Committee Chair

28 April 2023

Opinion

We have audited the financial statements of Financials Acquisition Corp (the 'company') for the period ended 31 December 2022 which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS").

In our opinion, the financial statements:

·      give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the period then ended; and

·      have been properly prepared in accordance with IFRS as issued by the International Accounting Standards Board.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

·      Reviewing management's formal assessment of the company's going concern status which included cash flow forecasts for the period up to the business combination deadline and checking the arithmetical accuracy of the cash flow forecast model;

·      Challenged management over whether there would still be sufficient funds remaining to continue as a going concern after settling any costs related to an aborted transaction in such a scenario ;

·      Obtained management's downside scenarios to consider the possibilities that would result in a nil cash position during the going concern period and evaluated the impact and availability of mitigating actions available to management to avoid this outcome; and

·      Assessed if the going concern disclosures in the financial statements were sufficient and appropriately reflect the going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the entity's reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the director's considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. We determined materiality for the financial statements as a whole to be £385,700.

The benchmark for materiality was selected as 5% of net assets. Net assets was deemed to be the most appropriate metric for materiality because the entity is a special purpose acquisition company, established to enact business combination. We believe that the main focus of the users of the financial statements is the recoverability of the assets invested in the company. The percentage applied to this benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant to the shareholders, and also to ensure that matters that would have a significant impact on the results during the period were appropriately considered.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the nature and extent of our testing of account balances, classes of transactions and disclosures. We have used 60% of materiality as performance materiality since this is our first period of audit and the first set of financial statements prepared by the company, hence there was limited expectation on the number or quantum of potential misstatements. This resulted in a performance materiality threshold of £269,900.

We agreed with the audit committee that we would report to the committee all individual audit differences identified during our audit in excess of £19,200 in addition to other audit misstatements below that threshold that we believe warrant reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

Our approach to the audit

Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size.

As part of designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. These areas of estimation and judgement included the valuation of public and private warrants and Class B ordinary shares, covered in the Key audit matters section of our report below.

We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the fiinancial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

* Sponsor Warrants have been accounted for as a capital contribution in other reserves. Please see notes 2 and 7 for further details.

1.    General information

      Financials Acquisition Corp (the "Company"), is an exempted company with limited liability, incorporated under the laws of the                  Cayman Islands on 31 August 2021. The Company is registered with the Registrar of Companies in the Cayman Islands under                       incorporation number 380273 and has its registered office in Grand Cayman, Cayman Islands.  

The Company is a special purpose acquisition company (a "SPAC"), formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination (a "Business Combination"). The Company aims to identify and acquire a company or business operating principally (or adjacent to) the insurance or broader financial services industry.

The Company is sponsored by FINSAC LLP (the "Sponsor Entity") and FINSAC II LLP (the "Overfunding Sponsor Entity").

The Company was admitted to trading on the main market of the London Stock Exchange on 13 April 2022, having raised £150,000,000 in its initial public offering (the "IPO") of 15,000,000 Class A Ordinary Shares ("Ordinary Shares") at £10.00 per share (the "Offering") with matching warrants being issued concurrently with the delivery of the Ordinary Shares to subscribers of Ordinary Shares in the Offering on the basis of one-half (1/2) of one (1) warrant per Ordinary Share ("Public Warrants"). Additionally, £4,500,000 was raised via the Company's Overfunding Subscription of 450,000 Ordinary Shares which were issued to the Overfunding Sponsor Entity.

The proceeds of the Offering were placed in an escrow account as outlined in the Prospectus for the IPO (the "Prospectus"). At the same time as the Offering, the Company raised £3,875,000 from the private placement of 3,875,000 Sponsor Warrants(as defined in the Prospectus) at £1.00 per Sponsor Warrant the proceeds of which were held outside of the escrow account to cover the costs relating to the IPO and running costs as outlined in the Prospectus.

Since the completion of its IPO, the Company's leadership team has been focused on identifying a potential target for the Business Combination. This process is ongoing and the Company will continue its search with the aim to complete a Business Combination within 15 months following the admission date of 13 April 2022, subject to two three-month extension periods under conditions outlined in the Prospectus.

2.  Principal accounting policies

The Company is not presently engaged in any activities other than those which are required in connection with the selection, structuring and completion of a Business Combination.

The Financial Statements have been prepared in accordance with applicable law, the Company's principal documents and International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). This is the first year of audit and no historic audited financial information is available other than the prospectus.  

The Company had no operations and therefore no segmental information is presented.

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's Financial Statements:

 2.  Principal accounting policies (continued)