JTWO.L Regulatory News (JTWO)

16 May 2018

J2 ACQUISITION LIMITED (THE "COMPANY")

Interim Financial Information

for the Period from Incorporation on18 September 2017 to 28 February 2018 (Unaudited)

J2 Acquisition Limited (the "Company") has today published its report and unaudited financial statements from incorporation on 18 September 2017 to 28 February 2018 ("Interim Financials").

The Interim Financials will shortly be available at www.j2acquisitionlimited.com.

Chairman's Statement

It is with pleasure that I present to you the shareholders the report and unaudited financial statements of J2 Acquisition Limited (the "Company") for the period from 18 September 2017 to 28 February 2018.

The Company

The Company raised gross proceeds of US$1.21 billion in its initial public offering ("IPO"), through the placing of ordinary shares of no par value in the capital of the Company ("Ordinary Shares") (with matching warrants to subscribe for Ordinary Shares issued ("Warrants")) at a placing price of $10 per Ordinary Share and a further US$40.0 million through the subscription of the founder preferred shares of no par value ("Founder Preferred Shares") (with Warrants being issued to subscribers of Founder Preferred Shares on the basis of one Warrant per Founder Preferred Share at a price of $10 per Founder Preferred Share). The Company was admitted to trading with a standard listing on the main market of the London Stock Exchange on 10 October 2017 ("Admission"). As at 28 February 2018, the Company had 121,032,500 Ordinary Shares in issue. The net proceeds from the IPO are easily accessible when required.

As set out in the Company's prospectus dated 5 October 2017 (the "Prospectus"), the Company was formed to undertake an acquisition of a target company or business. There is no specific expected target value for the acquisition and the Company expects that any funds not used for the acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and working capital in relation to the acquired company or business. Following completion of the acquisition, the objective of the Company is expected to be to operate the acquired business and implement an operating strategy with a view to generating value for shareholders through operational improvements as well as potentially through additional complementary acquisitions following the acquisition.

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

Financial Results

During the period commenced 18 September 2017 and ended 28 February 2018, the Company has incurred operating costs of US$164.9 million, including US$163.0 million of non-cash charges related to Founder Preferred Share dividend rights and US$1.2 million of non-cash charges related to warrant redemption liability as outlined in the Company's Prospectus. These expenses were partially offset by net investment income totalling approximately US$5.3 million. Costs of Admission of US$22.8 million were recorded as an offset to the gross proceeds from the IPO in the Company's Statement of Financial Position.

Principal Risks and Uncertainties

The Company set out in the Prospectus the principal risks and uncertainties that could impact its performance; these principal risks and uncertainties remain unchanged since that document was published and apply in the period to 28 February 2018. Your attention is drawn to the Prospectus for the detailed assessment. A copy of the Prospectus is available on the Company's website (www.j2acquisitionlimited.com) and was submitted to the National Storage Mechanism and is available for inspection at www.morningstar.co.uk/uk/nsm.

Related Parties

Related party disclosures are given in note 12 to these financial statements.

Lord Myners of Truro CBE

Chairman

10 May 2018

Report of the Directors

The Directors have pleasure in submitting their report and the unaudited financial statements for the period from 18 September 2017 through 28 February 2018.

Status and activities

The Company was incorporated with limited liability under the laws of the British Virgin Islands under the BVI Companies Act on 18 September 2017. 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 10 October 2017, after raising gross proceeds of US$1.25 billion for a potential acquisition (an "Acquisition").

The Company was formed to undertake an acquisition of a target company or business. There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and working capital in relation to the acquired company or business. Following completion of the Acquisition, the objective of the Company is expected to be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the enlarged group to listing on the Official List and to trading on the London Stock Exchange or admission to an alternative stock exchange. 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. 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 Non-Founder Directors (as defined in the Prospectus).

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.

If the Acquisition has not been announced by the second anniversary of Admission, the Board will recommend to shareholders either that the Company be wound up (in order to return capital to shareholders and holders of the Founder Preferred Shares, to the extent assets are available) or that the Company continue to pursue the Acquisition for a further 12 months from the second anniversary of Admission. The Board's recommendation will then be put to a shareholder vote (from which the Directors and Mariposa Acquisition IV, 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. However, it may also decide to enter into the Acquisition of a target company or business that does not meet these criteria and guidelines:

• 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 18 September 2017 to 28 February 2018, the Company's loss was US$159.6 million.

Future developments

The Company intends to provide an interim management statement to the market for the period from inception to 31 August 2018.

Share capital

General:

As at 28 February 2018, the Company had in issue 121,032,500 Ordinary Shares and 4,000,000 Founder Preferred Shares.

4,000,000 Founder Preferred Shares were in issue on 10 October 2017. There are no Founder Preferred Shares held in Treasury. Each Founder Preferred Share was issued at US$10.00 per share with a Warrant as described in note 10.

121,032,500 Ordinary Shares were issued on 10 October 2017 (121,000,000 were issued in the IPO at US$10.00 per share and 32,500 were issued to the non-founder directors in conjunction with the IPO). There are no Ordinary Shares held in Treasury. Each Ordinary Share was issued with a Warrant as described in note 10.

Founder Preferred Shares:

Details of the Founder Preferred Shares can be found in note 10 to the financial statements, and are incorporated into this Report by reference.

Securities carrying special rights:

Save as disclosed above 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 the holders of Ordinary Shares, in relation to any Resolution of Members that the Directors, in their absolute discretion (acting in good faith) determine is necessary or desirable: (i) 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 holder of shares 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 holder of shares present in person or by proxy will have one vote for each share held by him.

In the case of joint holders of a share, if two or more persons hold shares 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 persons, 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% 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, in their absolute discretion, 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 at any time, and 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 an initial holder of Founder Preferred Shares (being a Founding Entity together with its affiliates) holds 20% or more of the Founder Preferred Shares in issue, such holder shall be entitled to nominate up to three persons as Directors of the Company and the Directors shall appoint such person. In the event such holder notifies the Company to remove any Director nominated by him the other Directors shall remove such Director, and in the event of such a removal the relevant holder 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 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:

As of 10 May 2018, all of the Directors listed above continue to serve as Directors of the Company. As at 10 May 2018 (the latest practicable date prior to the publication of this Report), the Directors have the following interests in the Company's securities:

[1]Mr. Lillie holds an indirect pecuniary interest of approximately 20 per cent. in the Founder Entity.

[2]Represents the interests held by the Founder Entity. Mr. Franklin is a beneficial owner and the manager of the Founder Entity and, as such, may be considered to have beneficial ownership of all the Founder Entity's interests in the Company.

Directors' remuneration

Each of the Directors entered into a Director's letter of appointment with the Company dated 5 October 2017. Under the letters of appointment, Rory Cullinan, Thomas V. Milroy and Jean-Marc Huët are entitled to a fee of $75,000 per annum and Lord Myners, as Chairman, is entitled to receive a fee of $100,000 per annum. Fees are payable quarterly in arrears. During the period from 18 September 2017 to 28 February 2018, the Company issued 32,500 Ordinary Shares and Warrants in aggregate to 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. Martin E. Franklin, James E. Lillie and Brian Kaufmann 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 10 May 2018 (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"):

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

The Company is a British Virgin Islands registered company with a standard listing on the London Stock Exchange. For as long as the Company has a standard listing it is not required to comply or explain non-compliance with the UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council ("FRC") in April 2016. However, 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 therefore stated its intention to voluntarily comply with 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 completion of the Company's first acquisition, the Company will not have nomination, remuneration, audit or risk committees. The Board as a whole instead reviews 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), takes responsibility for the appointment of auditors and payment of their audit fee, monitors and reviews the integrity of the Company's financial statements, including the Company's internal control and risk management arrangements in relation to its financial reporting process, and takes 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.

Share dealing

As at the date of this Report, the Board has voluntarily adopted a share dealing code which is consistent with the rules of the Market Abuse Regulation 596/2014 (the "Market Abuse Regulation"). The Board is responsible for taking all proper and reasonable steps to ensure compliance with the Market Abuse Regulation by the Directors.

Relations with Shareholders

The Directors are always available for communication with shareholders and all shareholders will have the opportunity, and are encouraged, to attend and vote at the Annual General Meetings of the Company during which the Board will be available to discuss issues affecting the Company.

Statement of going concern

The Directors have considered the financial position of the Company and have concluded that it is appropriate to prepare the financial statements on a going concern basis.

Internal control

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 and cash equivalents, and various items such as payables and receivables that arise directly from the Company's operations. Details of the risks relevant to the Company are included in the notes to the financial statements.

Branches

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

Management Report

For the purposes of compliance with DTR 4.1.5R(2), DTR 4.1.8R and DTR4.1.11R, the required content of the "Management Report" can be found in this Report of Directors and the Principal Risks and Uncertainties section.

Directors' Responsibilities

The Directors are responsible for preparing the Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the company financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union. Under company law 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 IFRSs as adopted by the European Union 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 ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the company financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and hence for 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 financial statements is placed on our website www.j2acquisitionlimited.com. 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 a company's performance, business model and strategy.

Each of the Directors, who are in office and whose names and functions are listed under Corporate infortaion, confirms that, to the best of his knowledge:

· the Company financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and 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.

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

___________________________

Lord Myners of Truro CBE

Chairman

10 May 2018

Principal Risks and Uncertainties

The Board has identified the following principal risks and uncertainties facing the Company. 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 James. E Lillie, Martin E. Franklin and Ian G.H. Ashken (collectively, the "Founders") 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 and Directors are currently affiliated and 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.

• The Company may be required to issue additional Ordinary Shares pursuant to the terms of the Founder Preferred Shares, which would dilute existing Ordinary Shareholders.

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 Warrantholder 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. 

Statement of Comprehensive Loss for the period ended 28 February 2018 (Unaudited)

The notes form an integral part of these unaudited financial statements.

Statement of Financial Position as at 28 February 2018 (Unaudited)

The notes form an integral part of these unaudited financial statements.

Statement of Changes in Equity for the period ended 28 February 2018 (Unaudited)

The notes form an integral part of these unaudited financial statements.

Statement of Cash Flows for the period ended 28 February 2018 (Unaudited)

The notes form an integral part of these unaudited financial statements.

Notes to the unaudited financial statements for the period ended 28 February 2018

1. General information

The Company was incorporated with limited liability under the laws of the British Virgin Islands under the BVI Companies Act on 18 September 2017. The address of the Company's registered office is Ritter House, Wickhams Cay II, 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 10 October 2017, after raising gross proceeds of US$1.25 billion for the Acquisition.

This financial information was approved and authorised for issue in accordance with a resolution of the Directors on 10 May 2018.

The financial information contained in the financial statements is unaudited. The Statement of Comprehensive Loss for the period ended 28 February 2018, Statement of Changes in Equity for the period ended 28 February 2018 and Statement of Cash Flows for the period ended 31 December 2017, and the Statement of Financial Position as at 28 February 2018 and related notes have been unaudited.

2. Principal accounting policies

The principal accounting policies applied in these financial statements are set out below.

2.1 Basis of preparation

These financial statements are prepared under the historical cost convention and are in accordance with International Financial Reporting Standards and its interpretations as issued by the International Accounting Standards Board ("IASB") and those parts of the BVI Business Companies Act applicable under IFRS. As the Company was incorporated on 18 September 2017, there is no comparative information.

The financial statements and notes thereto are presented in U.S. Dollars, which is the Company's presentational and functional currency and are rounded to the nearest dollar, except when otherwise indicated.

The financial statements are prepared on the historical cost basis with the exception of financial instruments and share based payments, and founder preferred shares which are stated at fair value.

Accounting policies have been consistently applied.

There are no new accounting standards adopted which have a material impact on these financial statements. Refer to 2.10 for more information on new IFRSs not yet adopted.

2.2 Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future given the cash funds available and the current forecast cash outflows. Thus, the Company continues to adopt the going concern basis of accounting in preparing the financial statements.

2.3 Foreign currency translation

Functional and presentation currency

The Company is listed on the main market of the London Stock Exchange, the capital raised in the IPO is denominated in US dollars. The performance of the Company is measured and reported to the Shareholders in US dollars, which is the Company's functional currency. The Directors consider the US dollar as the currency of the primary economic environment in which the Company operates and the one that most faithfully represents the economic effects of the underlying transactions, events and conditions.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency assets and liabilities are translated into the functional currency using the exchange rate prevailing at the balance sheet date.

2.4 Short-term investments

Classification

The Company classifies its investment in U.S. Treasury Bills as short-term investments. This financial asset is designated by the Directors at fair value through profit or loss at inception.

Short-term investments at inception are financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company's documented investment strategy.

The Company's policy requires the Directors to evaluate the information about these short-term investments together with other related financial information. Assets in this category are classified as current assets if they are expected to be realised within 12 months of the balance sheet date. Those not expected to be realised within 12 months of the balance sheet date will be classified as non-current.

Recognition, derecognition and measurement

Regular purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investment. Short-term investments are initially recognised at fair value. Transaction costs are expensed as incurred in the statement of comprehensive loss. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

Subsequent to initial recognition, all short-term investments are measured at fair value. Gains and losses arising from changes in the fair value of the short-term investments category is presented in the statement of comprehensive loss as investment income in the period in which they arise.

Dividend income or distributions of a revenue nature from financial assets at fair value through profit or loss are recognised in the statement of comprehensive loss within dividend income when the Company's right to receive payments is established.

2.5 Offsetting financial instruments

Financial instruments are offset and the net amount reported in the balance sheet only when there is legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

2.6 Cash

Cash represents cash at banks. There were no cash equivalents at 28 February 2018.

2.7 Payables and accrued expenses

Payables and accrued expenses are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.8 Share-based payments

The Founder Preferred Shares (and attached warrants), non-founder director shares (and attached warrants) and non-executive director options represent equity-settled share-based arrangements under which the Company receives services as a consideration for the additional rights attached to these equity shares, over and above their nominal price. The fair value of the grant of Founder Preferred Shares (and attached warrants) in excess of any purchase price received is recognised as an expense. In addition, the Company has granted options to the non-executive directors. The Company also issued shares (and attached warrants) to non-founder directors, which are recognised as expense over the one-year service period. The fair value of the Founder Preferred Shares and the options is determined using a valuation model.

The total amount to be expensed as a respective share-based payment charge is determined by reference to the fair value of the awards granted:

· including any market performance condition;

· excluding the impact of any service and non-market performance vesting conditions; and

· including the impact of any non-vesting conditions. Non-market performance and service conditions are included in assumptions about the number of awards that are expected to vest.

The total expense is recognised in the income statements with a corresponding credit to equity over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. The Company does not begin to recognise expense associated with share-based awards with performance conditions until it is probable that the performance condition will be achieved.

2.9 Fair Value of Warrants

Warrants not subject to IFRS2 are valued at redemption value of $0.01 as financial instruments. The Warrants are compound financial instruments with a liability recognised and the remainder in equity.

2.10 New accounting standards

This is the first set of financial statements prepared by the Company. The Company applied all applicable standards and applicable interpretations published by the IASB for the period ended 28 February 2018. The Company did not adopt any standard or interpretation published by the IASB for which the mandatory application date is on or after 1 March 2018.

Based on the Company's existing activity, there are no new interpretations, amendments or full standards that have been issued but not effective or adopted for the period ended 28 February 2018 that will have a material impact on the Company.

2.11 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors as it is the body that makes strategic decisions. The Board is of the opinion that there is only a single operational segment being the investment in US Treasury Bills as disclosed in note 7. As a result no segment information has been provided as the Company only accumulates its funds raised for investment in US Treasury Bills.

2.12 Share capital

Founder Preferred Shares, Ordinary Shares, and Warrants are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

2.13 Auditor remuneration

During the period ended 28 February 2018, the company obtained the following services from the auditors:

2.14 Critical accounting judgements and key sources of estimation uncertainty

The preparation of the historical financial information requires the use of certain critical estimates. It also requires management to exercise judgement in the process of applying the Company's accounting policies. The only area involving a higher degree of judgement or complexity, and where assumptions and estimates are significant is the valuation of the Founder Preferred Shares (and attached warrants).

The terms of the Founder Preferred Shares (and attached warrants) are summarised in the Prospectus and in note 6.

Management has also considered, at the grant date, the probability of an Acquisition being completed, and the potential range of values for the Founder Preferred Shares, based on the circumstances on the grant date.

The fair value of the Founder Preferred Shares with warrants and related share-based payments were calculated using a Monte Carlo valuation model. The share-based payment related to the Founder Preferred Shares with warrants in excess of the amount paid for the shares has been charged immediately in full to the income statement with a corresponding credit to equity as the shares vested immediately on the grant date.

3. Expenses

4. Taxation

The Company is not subject to income tax or corporation tax in the British Virgin Islands.

5. Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company may use various methods including market, income and cost approaches.

Based on these approaches, the Company often utilises certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilises valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.

Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 - Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.

Level 2 - Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.

Level 3 - Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.

The Company has various processes and controls in place to ensure that fair value is reasonably estimated. A model validation policy governs the use and control of valuation models used to estimate fair value. The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process. Where market information is not available to support internal valuations, independent reviews of the valuations are performed and any material exposures are escalated through a management review process.

While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

As of 28 February 2018, short-term investments of US$1,213,397,894 were categorized as Level 2 securities. There were no transfers between Levels during the period.

6. Charge Related to Founder Preferred Shares and Warrants

The total charge related to Founder Preferred Shares and warrants for the period ended 28 February 2018 was US$163,043,551.

Founder Preferred Shares

The Company has outstanding Founder Preferred Shares issued to its Founders, which have been accounted for in accordance with IFRS 2 "Share-based payment" as equity-settled share-based payment awards. The fair value of the Founder Preferred Shares over and above their purchase price was determined as US$161,678,265 at the grant date. The preferred share awards do not have any vesting or service conditions and vested immediately on the date of the grant. Accordingly, the aggregate non-cash charge relating to the Founder Preferred Shares for the period ended 28 February 2018 was US$161,678,265. The fair value of the awards was determined using a Monte Carlo valuation model and was based on the following assumptions:

Expected volatility was estimated with reference to a representative set of listed companies taking into account the circumstances of the Company.

The probability and timing of an Acquisition has been estimated only for the purposes of valuing the Founder Preferred Shares issued as of October 2017 and no assurance can be given that the Acquisition will occur at all or in any particular timeframe.

Warrants

Additionally, the Company has outstanding warrants issued to its Founders. The warrants do not have any vesting or service conditions and vested immediately on the date of the grant. Accordingly, the aggregate non-cash charge relating to the warrants for the period ended 28 February 2018 was US$1,365,286. The fair value of the awards was determined using a Monte Carlo valuation model and was based on the following assumptions:

Expected volatility was estimated with reference to a representative set of listed companies taking into account the circumstances of the Company.

The probability and timing of an Acquisition has been estimated only for the purposes of valuing the Founder Preferred Shares issued as in October 2017 and no assurance can be given that the Acquisition will occur at all or in any particular timeframe.

7. Short-term investments

The Company holds zero coupon U.S. Treasury Bills which at 28 February 2018 had a cost of US$1,208,070,186, and a market value of US$1,213,397,894. The increase in value of US$5,327,708 was recorded as investment income during the period ended 28 February 2018. The original maturities of the zero coupon U.S. Treasury Bills were greater than three months, but as of 28 February 2018 their remaining maturities were all within three months of the period end.

8. Loss per share and net asset value per share

The loss per share calculation for the period from 18 September 2017 through 28 February 2018 is based on loss for the period of US$(159,570,803) and the weighted average number of Ordinary Shares and Founder Preferred Shares of 107,497,454.

Net asset value per share is based on net assets of US$1,231,093,915 divided by the 121,032,500 Ordinary Shares and 4,000,000 Founder Preferred Shares in issue at 28 February 2018.

The 121,032,500 Warrants and 162,500 Options are considered non-dilutive at 28 February 2018.

9. Prepayments and other assets

10. Share capital

The authorised shares of the Company are as follows:

4,000,000 Founder Preferred Shares were issued on 10 October 2017 at US$10.00 per share. There are no Founder Preferred Shares held in Treasury. Each ordinary share and Founder Preferred Share was issued with a Warrant as described below.

121,032,500 Ordinary Shares were issued on 10 October 2017 (121,000,000 were issued in the IPO at US$10.00 per share and 32,500 were issued to the non-founder directors in conjunction with the IPO in lieu of cash directors remuneration for one year). There are no Ordinary Shares held in Treasury. Each Ordinary Share was issued with a Warrant as described below.

Issue costs of US$22,777,363 were deducted from the proceeds of issue.

Ordinary Shares

Ordinary Shares confer upon the holders (in accordance with the Articles):

(a) Subject to the BVI Companies Act, on a winding-up of the Company the assets of the Company available for distribution shall be distributed, provided there are sufficient assets available, to the holders of Ordinary Shares and Founder Preferred Shares pro rata to the number of such fully paid up shares held by each holder relative to the total number of issued and fully paid up Ordinary Shares as if such fully paid up Founder Preferred Shares had been converted into Ordinary Shares immediately prior to the winding-up;

 (b) the right, together with the holders of the Founder Preferred Shares, to receive all amounts available for distribution and from time to time to be distributed by way of dividend or otherwise at such time as the Directors shall determine, pro rata to the number of fully paid up shares held by the holder, as if the Ordinary Shares and Founder Preferred Shares constituted one class of share and as if for such purpose the Founder Preferred Shares had been converted into Ordinary Shares immediately prior to such distribution; and

(c) the right to receive notice of, attend and vote as a member at any meeting of members except in relation to any Resolution of Members that the Directors, in their absolute discretion (acting in good faith) 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).

Founder Preferred Shares

The Founder Entity has also committed US$40,000,000 of capital for 4,000,000 Founder Preferred Shares (with Warrants being issued on the basis of one Warrant per Founder Preferred Share). The Founder Preferred Shares are intended to have the effect of incentivising the Founders to achieve the Company's objectives.

Commencing from consummation of the Acquisition, and only once the Average Price (as defined in the Prospectus) per Ordinary Share for any ten consecutive Trading Days (as defined in the Prospectus) following Admission is at least $11.50, a holder of Founder Preferred Shares will be entitled to receive an "Annual Dividend Amount", payable in Ordinary Shares or cash, at the sole option of the Company.

In the first Dividend Year (as defined in the Prospectus) in which such dividend becomes payable, such dividend will be equal in value to (a) 20 per cent. of the increase in the market value of one Ordinary Share, being the difference between $10.00 and the Dividend Price (as defined in the Prospectus), multiplied by (b) such number of Ordinary Shares equal to the Preferred Share Dividend Equivalent (as defined in the Prospectus).

Thereafter, the Annual Dividend Amount will only become payable if the Dividend Price during any subsequent Dividend Year is greater than the highest Dividend Price in any preceding Dividend Year in which a dividend was paid in respect of the Founder Preferred Shares. Such Annual Dividend Amount will be equal in value to 20 per cent. of the increase in the Dividend Price over the highest Dividend Price in any preceding Dividend Year multiplied by the Preferred Share Dividend Equivalent.

For the purposes of determining the Annual Dividend Amount, the Dividend Price is the Average Price per Ordinary Share for the last ten consecutive Trading Days in the relevant Dividend Year (the "Dividend Determination Period").

The amounts used for the purposes of calculating an Annual Dividend Amount and the relevant numbers of Ordinary Shares are subject to such adjustments as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or sub-division of the Ordinary Shares in issue after the date of Admission or otherwise as determined in accordance with the Articles.

If there is more than one holder of Founder Preferred Shares, each Annual Dividend Amount shall be divided between the holders of Founder Preferred Shares pro rata to the number of Founder Preferred Shares held by them on the relevant Dividend Date. The Annual Dividend Amount will be paid on the relevant Payment Date by the issue to each holder of Founder Preferred Shares of such number of Ordinary Shares as is equal to the pro rata amount of the Annual Dividend Amount to which they are entitled divided by the Dividend Price.

The Founder Preferred Shares will participate in any dividends on the Ordinary Shares on an as converted basis. In addition, commencing on and after consummation of the Acquisition, where the Company pays a dividend on its Ordinary Shares the Founder Preferred Shares will also receive an amount equal to 20 per cent of the dividend which would be distributable on such number of Ordinary Shares equal to the Preferred Share Dividend Equivalent. All such dividends on the Founder Preferred Shares will be paid contemporaneously with the dividends on the Ordinary Shares. For so long as an initial holder 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 holder shall be entitled to nominate up to three persons as directors of the Company and the Directors shall appoint such persons. On Admission, the Directors so nominated and appointed were James E. Lillie and Martin E. Franklin.

The Founder Preferred Shares will automatically convert into Ordinary Shares on a one for one basis (subject to such adjustments as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or sub-division of the Ordinary Shares in issue after the date of Admission or otherwise as determined in accordance with the Articles) on the last day of the seventh full financial year of the Company following completion of the Acquisition (or if any such date is not a Trading Day, the first Trading Day immediately following such date).

A holder of Founder Preferred Shares may require some or all of his Founder Preferred Shares to be converted into an equal number of Ordinary Shares (subject to such adjustments as the Directors in their absolute discretion determine to be fair and reasonable in the event of a consolidation or subdivision of the Ordinary Shares in issue after the date of Admission or otherwise as determined in accordance with the Articles) by notice in writing to the Company, and in such circumstances those Founder Preferred Shares the subject of such conversion request shall be converted into Ordinary Shares five Trading Days after receipt by the Company of the written notice. In the event of a conversion at the request of the holder, no Annual Dividend Amount shall be payable in respect of the converted Founder Preferred Shares for the Dividend Year in which the date of conversion occurs.

If there is more than one holder of Founder Preferred Shares, a holder of Founder Preferred Shares may exercise its rights independently of any other holder of Founder Preferred Shares.

On the liquidation of the Company, an Annual Dividend Amount shall be payable in respect of a shortened Dividend Year which shall end on the Trading Day immediately prior to the date of commencement of liquidation, following which the holders of Founder Preferred Shares shall have the right to a pro rata share (together with Shareholders) in the distribution of the surplus assets of the Company.

The Founder Preferred Shares carry the same voting rights as are attached to the Ordinary Shares being one vote per Founder Preferred Share. Additionally, the Founder Preferred Shares alone carry the right to vote on any Resolution of Members required, pursuant to BVI law, to approve any matter in connection with an Acquisition, or a merger or consolidation in connection with an Acquisition.

Warrants

The Company has issued 125,032,500 Warrants to the purchasers of both Ordinary Shares and Founder Preferred Shares (including the 32,500 Warrants that were issued to non-founder directors in connection with their appointment). Each Warrant has a term of 3 years following an Acquisition and entitles a Warrant holder to subscribe for one-third of an Ordinary Share upon exercise. Warrants will be exercisable in multiples of three for one Ordinary Share at a price of US$11.50 per whole Ordinary Share.

The Warrants are also subject to mandatory redemption at US$0.01 per Warrant if at any time the Average Price per Ordinary Share equals or exceeds US$18.00 for a period of ten consecutive trading days (subject to any prior adjustment in accordance with the terms of the Warrant Instrument).

As a contingent obligation to redeem for cash, a separate liability of US$ 1,210,325 (US$0.01 per non-founder Warrant), which represents the fair value, was recognized in the period ended 28 February 2018.

11. Share-based compensation

On 10 October 2017, the Company issued 162,500 options on its Ordinary Shares to its non-executive directors that vest upon an Acquisition; continued service until that time is required for vesting. The options expire on the 5th anniversary following an Acquisition and have an exercise price of $11.50 per share (subject to such adjustment as the Directors consider appropriate in accordance with the terms of the Option Deeds).

The Company estimated the grant date fair value of each option at US$1.81 using a Black-Scholes model with the following assumptions:

Share-based compensation expense of US$73,530 has been recognised for these options in the accompanying financial statements for the period ended 28 February 2018. Unamortized share-based compensation expense of US$220,593 will be recognised over the remaining estimated vesting period of approximately 1.2 years.

Also, during the period from 18 September 2017 to 28 February 2018, the Company issued 32,500 Ordinary Shares and Warrants in aggregate to independent non-founder directors for their first year's annual remuneration. The shares were valued at US$10.00 per share and are being expensed over the one-year service period.

12. Related party and material transactions

On 10 October 2017, the Company completed its initial public offering. The offering raised gross proceeds of US$1.25 billion, consisting of US$1.21 billion through the placement of Ordinary Shares (with Matching Warrants) at a placing price of US$10.00 per Ordinary Share and a further US$40 million through the subscription of 4,000,000 Founder Preferred Shares (with Warrants being issued to the subscriber of Founder Preferred Shares on the basis on one Warrant per Founder Preferred Share) by the Founder and Mariposa Acquisition IV, LLC. See discussion of Founder Preferred Shares in Note 10. During the period, the Company issued the following shares, warrants and options to directors of the Company:

32,500 Ordinary Shares and Warrants in aggregate were issued to independent non-founder directors. Messrs Lillie, Franklin and Kaufmann have elected not to receive director remuneration. The other directors opted to have their first year's annual remuneration settled by the issue of shares at US$10.00 per share, which are being expensed over the one-year service period. The associated expense for each director during the period from 18 September 2017 through 28 February 2018 was as follows:

[1] Mr. Lillie holds an indirect pecuniary interest of approximately 20 per cent in the Founder Entity.

[2] Represents the interests held by the Founder Entity. Mr. Franklin is a beneficial owner and the manager of the Founder Entity and, as such, may be considered to have beneficial ownership of all the Founder Entity's interests in the Company.

In addition, each director holds Warrants equal to the total of Ordinary Shares and Founder Preferred Shares held. Refer to Note 6 and Note 11 for further details on the value of the Founder Preferred Shares and Options.

Additionally, Mariposa Capital, LLC received US$142,742 in management fees during the period from 18 September 2017 through 28 February 2018.

The Company incurred total issuance costs of US$22.8 million. The details of these costs are as follows:

13. Financial risk management

The Company's policies with regard to financial risk management are clearly defined and consistently applied. They are a fundamental part of the Company's long-term strategy covering areas such as foreign exchange risk, interest rate risk, credit risk, liquidity risk and capital management.

Financial risk management is under the direct supervision of the Board of Directors which follows policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments and investment of excess liquidity.

The Company does not intend to acquire or issue derivative financial instruments for trading or speculative purposes and has yet to enter into a derivative transaction.

Currency risk

The majority of the Company's financial cash flows are denominated in Pounds Sterling and United States Dollars. Currently the Company does not carry out any significant operations in currencies outside the above. Foreign exchange risk arises from recognised monetary assets and liabilities. The Company does not hedge systematically its foreign exchange risk.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its financing activities, including deposits with banks and financial institutions. Credit risk from balances with banks and financial institutions is managed by the Board. Surplus funds are invested in high credit quality financial institutions and in U.S treasury bills. The Company has nominal credit risk related to U.S treasury bills as they are backed by the United States government.

Liquidity risk

The Company monitors liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom. Such forecasting takes into consideration the Company's debt financing plans (when applicable), compliance with internal balance sheet ratio targets and external regulatory or legal requirements if appropriate.

Cash flow interest rate risk

The Company has no long-term borrowings and as such is not currently exposed to interest rate risk. To mitigate against the risk of default by one or more of its counterparties, the Company currently holds its assets in instruments available from the U.S denominated money markets and/or at commercial banks that are at least AA rated or better at the time of deposit. As of 28 February 2018, US$1.2 billion was held in U.S. treasury bills meeting the terms of the U.S denominated money markets as described in the Prospectus. The Board regularly monitors interest rates offered by, and the credit ratings of, current and potential counterparties, to ensure that the Company remains in compliance with its stated investment policy for its cash balances. The Company does not currently use financial instruments to hedge its interest rate exposure.

Corporate information