Report of the Directors

The Directors have pleasure in submitting their Report and the audited financial statements for the period from 15 December 2022 through 30 November 2023. The financial statements on pages 20 to 32 were approved by the Board on 16 February 2024 and signed on their behalf by Rory Cullinan.

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$11.01 million were paid in relation to the IPO, resulting in net proceeds of US$538.99 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 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 22 May 2025, being 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 twelve 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 (as defined below) and Mariposa Acquisition IX, LLC (the "Founder Entity") will abstain).

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. The Company intends to target companies or businesses that:

?          have a leading competitive industry position with a defensible moat;

?          have strong underlying free cash flow characteristics;

?          are established with a proven track record;

?          have an experienced management team; and

?          have a 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 30 November 2023, the Company's net income was US$13.99 million. Refer to page 1 of the Chairman's Statement for Financial Results.

Dividend

The Directors do not propose a dividend for the period.

Share capital

General:

As at 30 November 2023, the Company had in issue 53,975,000 Ordinary Shares and 1,000,000 Founder Preferred Shares. In addition, the Company had 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 to the financial statements. 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, Thomas V. Milroy and Melanie Stack (the "Independent Non-Founder Directors") in connection with the IPO.  There are no Ordinary Shares held in Treasury. Each Ordinary Share was issued with an associated Warrant as described in note 4 to the financial statements.

Founder Preferred Shares:

Details of the Founder Preferred Shares can be found in note 4 to the financial statements and are incorporated into this Report by reference.

Securities carrying special rights:

Other than as disclosed in note 4 in relation to the Founder Preferred Shares, no person holds securities in the Company carrying special rights with regard to control of the Company.

Voting rights:

Holders of Ordinary Shares and Founder Preferred Shares have the right to receive notice of and to attend and vote at any meetings of members except, in the case of holders of Ordinary Shares, in relation to any Resolution of Members that the Directors, determine is (i) necessary or desirable in connection with a merger or consolidation in relation to, in connection with or resulting from the Acquisition (including at any time after the Acquisition has been made); or (ii) to approve matters in relation to, in connection with or resulting from the Acquisition (whether before or after the Acquisition has been made). Each Shareholder entitled to attend and being present in person or by proxy at a meeting will, upon a show of hands, have one vote and upon a poll each such Shareholder present in person or by proxy will have one vote for each share held by him.

In the case of joint holders of an Ordinary Share, if two or more persons hold an Ordinary Share jointly, each of them may be present in person or by proxy at a meeting of members and may speak as a member, and if one or more joint holders are present at a meeting of members, in person or by proxy, they must vote as one.

Restrictions on voting:

No member shall, if the Directors so determine, be entitled in respect of any share held by him to attend or vote (either personally or by proxy) at any meeting of members or separate class meeting of the Company or to exercise any other right conferred by membership in relation to any such meeting if he or any other person appearing to be interested in such shares has failed to comply with a notice requiring the disclosure of shareholder interests and given in accordance with the Company's articles of association (the "Articles") within 14 calendar days, in a case where the shares in question represent at least 0.25 per cent. of their class, or within seven days, in any other case, from the date of such notice. These restrictions will continue until the information required by the notice is supplied to the Company or until the shares in question are transferred or sold in circumstances specified for this purpose in the Articles.

Transfer of shares:

Subject to the BVI Business Companies Act, 2004 (as amended) (the "BVI Companies Act") and the terms of the Articles, any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve. The Directors may accept such evidence of title of the transfer of shares (or interests in shares) held in uncertificated form (including in the form of depositary interests or similar interests, instruments or securities) as they shall in their discretion determine. The Directors may permit such shares or interests in shares held in uncertificated form to be transferred by means of a relevant system of holding and transferring shares (or interests in shares) in uncertificated form.

No transfer of shares will be registered if, in the reasonable determination of the Directors, the transferee is or may be a Prohibited Person (as defined in the Articles) or is or may be holding such shares on behalf of a beneficial owner who is or may be a Prohibited Person. The Directors shall have power to implement and/or approve any arrangements they may, think fit in relation to the evidencing of title to and transfer of interests in shares in the Company in uncertificated form (including in the form of depositary interests or similar interests, instruments or securities).

Rights to appoint and remove Directors

Subject to the BVI Companies Act and the Articles, the Directors shall have power from time to time, without sanction of the members, to appoint any person to be a Director, either to fill a casual vacancy or as an additional Director. Subject to the BVI Companies Act and the Articles, the members may by a Resolution of Members appoint any person as a Director and remove any person from office as a Director.

For so long as the initial holders of Founder Preferred Shares (being the Founder Entity together with its affiliates and permitted transferees) holds 20 per cent. or more of the Founder Preferred Shares in issue, such holders shall be entitled to nominate up to three persons as Directors of the Company and the Directors shall appoint such persons.

In the event such holders notify the Company to remove any Director nominated by them the other Directors shall remove such Director, and in the event of such a removal the relevant holders shall have the right to nominate a Director to fill such vacancy.

No Director has a service contract with the Company, nor are any such contracts proposed. There are no pension, retirement, benefits  or other similar arrangements in place with the Directors nor are any such arrangements proposed.

Powers of the Directors

Subject to the provisions of the BVI Companies Act and the Articles, the business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The Directors may exercise all the powers of the Company to borrow or raise money (including the power to borrow for the purpose of redeeming shares) and secure any debt or obligation of or binding on the Company in any manner including by the issue of debentures (perpetual or otherwise) and to secure the repayment of any money borrowed, raised, or owing by mortgage, charge, pledge, or lien upon the whole or any part of the Company's undertaking property or assets (whether present or future) and also by a similar mortgage, charge, pledge, or lien to secure and guarantee the performance of any obligation or liability undertaken by the Company or any third party.

Directors and their interests

The Directors of the Company who served during the period and subsequent to the date of this Report are disclosed in the below on page 33.

As of 16 February 2024, all of the Directors as disclosed continue to serve as Directors of the Company.  As at 16 February 2024,  (the latest practicable date prior to the publication of this Report), the Directors have the following interests in the Company's securities:

¹ Represents an interest held by the Founder Entity. Sir Martin E. Franklin is the managing member of the Founder Entity and controls 100 per cent. of the voting and dispositive power of the Founder Entity.  Sir Martin E. Franklin, Robert A.E. Franklin, Michael E. Franklin, James E. Lillie, Ian G.H. Ashken and Desiree A. DeStefano (collectively, the "Founders"), in aggregate, hold an indirect pecuniary interest of approximately 69 per cent. in the Founder Entity.

Directors' remuneration

Each of the Directors entered into a Director's letter of appointment with the Company dated 17 May 2023. Under the Independent Non-Founder Directors' letters of appointment, Thomas V. Milroy and Melanie Stack are entitled to a fee of US$0.075 million per annum and Rory Cullinan, as Chairman, is entitled to receive a fee of US$0.1 million per annum. Fees are payable quarterly in arrears. During the period from 15 December 2022 to 30 November 2023, the Company issued 25,000 Ordinary Shares, in aggregate, to the Independent  Non-Founder Directors in lieu of their first year's annual cash remuneration. The shares were valued at US$10.00 per share and are being expensed over the one-year service period. Sir Martin E. Franklin and Robert A.E. Franklin do not receive a fee in connection with their appointment as Non-Executive Directors of the Company. In addition, all of the Directors are entitled to be reimbursed by the Company for travel, hotel and other expenses incurred by them in the course of their directors' duties relating to the Company.

Substantial shareholdings

As at 16 February 2024, (the latest practicable date prior to the publication of this Report), the following had disclosed an interest in the issued Ordinary Share capital of the Company (being 5% or more of the voting rights in the Company) in accordance with the requirements of the Disclosure and Transparency Rules (the "DTRs"):

¹ Since the date of disclosures to the Company, the interest of any person listed above in Ordinary Shares may have increased or decreased without any obligation on the relevant person to make further notification to the Company pursuant to the DTRs.

Change of control

The Company is not party to any significant contracts that are subject to change of control provisions in the event of a takeover bid. There are no agreements between the Company and its Directors or employees providing compensation for loss of office or employment that occurs because of a takeover bid.

Corporate Governance Statement

Compliance

The Company is a BVI registered company with a standard listing on the main market of the London Stock Exchange. The Company is firmly committed to high standards of corporate governance and maintaining a sound framework through which the strategy and objectives of the Company are set and the means of attaining these objectives and monitoring performance are determined. At Admission, the Company stated its intention to voluntarily observe the requirements of the Code. The Code is available on the FRC's website, www.frc.co.uk. The Company also complies with the corporate governance regime applicable to the Company pursuant to the laws of the British Virgin Islands

As at the date of this Report, the Company is in compliance with the Code with the exception of the following:

?      Given the wholly non-executive composition of the Board, certain provisions of the Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the Code in relation to the requirement to have a senior independent director.

?        The 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 Company's first acquisition.

?         Until the Company completes its first acquisition, the Company will not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance. Following the Company's first acquisition, the Board intends to put in place nomination, remuneration, audit and risk committees.

?        Given the nature of the Company and its activities prior to an acquisition, the Company does not describe in the annual report how the matters set out in s.172 of the UK Companies Act 2006 have been considered in board discussions and decision making.

?       The Code recommends that remuneration for all non-executive directors should not include share options or other performance-related elements. The Independent Non-Founder Directors were issued share options at the time of the IPO as described in note 6 to the financial statements.

?        The Code recommends the inclusion of a viability statement in addition to the statement of going concern. This is not considered by the Board to be applicable given the nature of the Company and its activities prior to an acquisition.

Share dealing code

As at the date of this Report the Board has adopted a share dealing code which is consistent with the rules of the 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.

Relations with Shareholders

The Directors are available for communication with shareholders and all shareholders will have the opportunity, and are encouraged, to attend and vote at any future Annual General Meeting of the Company, the first of which will take place within 18 months following completion of the Company's first acquisition, during which the Board will be available to discuss issues affecting the Company.

Diversity policy

As the Company currently does not have nomination, remuneration, audit or risk committees or any employees, it currently does not have a diversity policy in place.  Following the Company's first acquisition, the Board intends to put a diversity policy in place.

Environmental matters, employees, social matters, human rights, anti-corruption and anti-bribery

The Company has no employees. The Company has minimal environmental and social impact in its current state. The Directors will ensure that when the Company makes an acquisition, they have sufficiently considered the acquisition's potential impact on both the environment and its consideration of social corporate responsibilities and will ensure that appropriate safeguards are in place. The Company is not required to report against the Task Force on Climate-related Financial Disclosures recommendations under the Listing Rules. The Board will continue to monitor this position for future financial periods. 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.

Composition of the Board

As at the date of this Report, the Directors of the Company are:

All the Directors are non-executive directors. The Board as a whole manages the Company's business and may exercise all powers in this respect.

Board meetings and attendance

The Board meets on a regular basis, with the Board meetings and committee meetings conducted in accordance with the articles of incorporation of the Company. Board packs for standard meetings of the Directors are circulated at least five days prior to the meeting unless circumstances dictate otherwise. The Board ensures that minutes are taken at each meeting and subsequently approved by the Board. During the period from incorporation to 30 November 2023 the Board held three meetings, each of which were attended by all Directors.

Internal control and risk management

The Board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The Board maintains sound risk management and internal control systems. The Board has reviewed the Company's risk management and control systems and believes that the controls are satisfactory given the nature and size of the Company. Controls will be reviewed following completion of its first acquisition.

Financial Risk Profile

The Company's financial instruments comprise mainly of cash, marketable securities and various items such as payables and receivables that arise directly from the Company's operations. Cash and US Treasury Bills, which are priced in an active market are custodied with Barclays, whom have a stable credit rating. Treasury bills are backed by the US Government and not by Barclays. The US Treasury Bills are highly liquid, and their use is unrestricted, The Company's liabilities are insignificant against the ash and marketable securities held. The Board has conducted a robust assessment of the Company's emerging and principal risks including those that would threaten its business model, future performance, solvency or liquidity.

Statement of going concern

The financial statements have been prepared on a going concern basis. The Board has assessed the Company's financial position as at 30 November 2023 and the factors that may impact the Company up to 22 May 2025 a period of at least 12 months from the date these financial statements are signed.

The Company believes it has adequate resources to continue in operational existence for the foreseeable future given the available cash and forecast cash inflows and outflows. This assessment considers the initial net proceeds of the capital raise of US$538.99 million and the interest being earned thereon along with reasonable assumptions about the Company's ongoing operating costs (which are nominal in relation to the cash on hand).  The Company's actual ongoing operational costs from 15 December 2022 to 30 November 2023. were used to estimate ongoing costs with increases for inflation and conservatism.  The company's investable cash was assumed to continue to earn interest rates at the current market rates.  There are no restrictions on the use of the IPO proceeds.

The Company was formed to undertake an acquisition of a target company or business. The Company has a period of 24 months from the date on which the Company listed on the London Stock Exchange, 22 May 2023, to do so, the deadline being 22 May 2025, unless such period is extended for a further 12 months by Board recommendation and shareholder vote. 

The Company believes that there is material uncertainty regarding  an Acquisition which may cast significant doubt on the Company's ability to continue as a going concern, that being to announce the Acquisition by 22 May 2025.  Material uncertainty is similar to the definition of substantial doubt about an entity's ability to continue as a going concern in line with ASC 205-40-50. In the event that an 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 the Founder Entity will abstain) which is outside of the Company's control. The Company believes that this risk is mitigated by the Founders experience and track record in finding and completing acquisitions within the 2 year time frame of its previous similar acquisition vehicles. 

Based on the progress made in assessing opportunities and identifying a target company and believes it is well positioned to announce the Acquisition in the time frame allowed, the financial statements have been prepared on a going concern basis and do not include the adjustments that would result if the Company was unable to continue as a going concern.

Branches

At the date of this Report, the Company does not have any branches.

Management Report

For the purposes of compliance with DTR 4.1.5(2) and DTR 4.1.8R and DTR 4.1.11R, the required content of the "Management Report" can be found in this Report of Directors and the Principal Risks and Uncertainties section on page  11.

Directors' Responsibilities

The Directors of the Company (as listed in the Report) are responsible for preparing the Report and the financial statements in accordance with applicable law and regulations.

The Directors have prepared the Company's financial statements in accordance with United States of America generally accepted accounting principles ("U.S. GAAP") and the DTRs. The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

?          select suitable accounting policies and then apply them consistently;

?          make judgements and accounting estimates that are reasonable and prudent;

?     state whether applicable U.S. GAAP have been followed, subject to any material departures disclosed and explained in the financial statements;

?      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are 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 enable them to prepare the financial statements. They are also responsible for safeguarding the assets of the Company and hence taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the company's website. A copy of the annual financial statements is available on our website www.admiralacquisition.com. Legislation in the BVI governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

Each of the Directors, who are in office and whose names and functions are listed on page 33, confirms that, to the best of his or her knowledge:

?    the Company financial statements, which have been prepared in accordance  with U.S. GAAP, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

?     the management report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

Disclosure of information to Auditors

Each of the persons who is a Director at the date of approval of this Report confirms that:

?     so far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware; and

?    each Director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Directors' indemnities

As at the date of this Report, indemnities granted by the Company to the Directors are in force to the extent permitted under BVI law. The Company also maintains Directors' and Officers' liability insurance, the level of which is reviewed annually.

By order of the Board

Rory Cullinan

___________________________

Rory Cullinan

Chairman

Date: 16 February 2024

Principal Risks and Uncertainties

https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The risks referred to below do not purport to be exhaustive and are not set out in any particular order of priority. Additional risks and uncertainties not currently known to the Board or which the Board currently deem immaterial may also have an adverse effect on the Company's business. In particular, the Company's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements.

Key information on the key risks that are specific to the issuer or its industry

Business Strategy

?          The Company is a newly formed entity with no operating history and has not yet identified any potential target company or business for the Acquisition.

?          The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, a target, which may limit its operational strategies.

?          The Company may be unable to complete the Acquisition in a timely manner or at all or to fund the operations of the target business if it does not obtain additional funding.

The Company's relationship with the Directors, the Founders and the Founder Entity and conflicts of interest

?         The Company is dependent on its Directors and Mariposa Capital, LLC ("Mariposa Capital") to identify potential acquisition opportunities and to execute the Acquisition and the loss of the services of any of them could materially adversely affect it.

?        The Founders, the Founder Entity and Mariposa Capital are currently affiliated and the Founders, the Founder Entity, Mariposa Capital and the Directors, may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by the Company and may have conflicts of interest in allocating their time and business opportunities.

?       The Directors will allocate a portion of their time to other businesses leading to the potential for conflicts of interest in their determination as to how much time to devote to the Company's affairs, which could have a negative impact on the Company's ability to complete the Acquisition.

?       The Company may be required to issue additional Ordinary Shares pursuant to the terms of the Founder Preferred Shares, which could dilute the value of existing Ordinary Shares.

Taxation

?          The Company may be a "passive foreign investment company" for U.S. federal income tax purposes and adverse tax consequences could apply to U.S. investors.

Key information on the key risks that are specific to the securities

The Ordinary Shares and Warrants

?          The Standard Listing of the Ordinary Shares and Warrants will not afford Shareholders the opportunity to vote to approve the Acquisition.

?          The Warrants can only be exercised during the Subscription Period and to the extent a Warrant holder has not exercised its Warrants before the end of the Subscription Period, those Warrants will lapse, resulting in the loss of a holder's entire investment in those Warrants.

?          The Warrants are subject to mandatory redemption and therefore the Company may redeem a Warrantholder's unexpired Warrants prior to their exercise at a time that is disadvantageous to a Warrantholder, thereby making those Warrants worthless.

?          The issuance of Ordinary Shares pursuant to the exercise of the Warrants will dilute the value of a Shareholder's Ordinary Shares.