REGISTERED NUMBER: 14582236 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ASP SPC II UK FACILITATION LTD

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

W B Sacher

J A Charalambides

S S Mysore

Secretary:

Accomplish Secretaries Limited

Registered office:

7th Floor

50 Broadway

London

SW1H 0DB

Registered number:

14582236 (England and Wales)

Auditors:

KPMG Audit LLC

Heritage Court

41 Athol Street

Douglas

Isle of Man

IM1 1LA

CURRENT ASSETS

Debtors: amounts falling due

within one year

4

415,039

2,456

Debtors: amounts falling due after more than one year

4

20,459,204

4,677,801

Cash at bank

2,047,738

135,439

22,921,981

4,815,696

CURRENT LIABILITIES

5

(42,408

)

(52,820

)

NET CURRENT ASSETS

22,879,573

4,762,876

TOTAL ASSETS LESS CURRENT LIABILITIES

22,879,573

4,762,876

NON CURRENT LIABILITIES

6

(22,886,944

)

(4,802,734

)

NET LIABILITIES

(7,371

)

(39,858

)

CAPITAL AND RESERVES

Share capital

1

1

Retained earnings

(7,372

)

(39,859

)

(7,371

)

(39,858

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 October 2025 and were signed on its behalf by:

S S Mysore - Director

1.	STATUTORY INFORMATION

ASP SPC II UK Facilitation Ltd is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.

The Company's functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest $.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Comparative numbers are for the period 10 January 2023 to 31 December 2023.

Disclosure exemptions

The company is entitled to exemption from the requirement to prepare a cash flow statement under section 1a of FRS 102 as it is a small Company. Accordingly, a cashflow has not been presented as part of these financial statements.

Turnover

Turnover comprises of interest receivable arising from debt instruments, the interest is recognised for the period to which it relates.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial assets are initially recognised at transaction price. Such assets are subsequently carried at amortised cost using the effective interest rate method less impairment.

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price and are subsequently held at amortized cost.

Other financial liabilities

Derivatives, including forward exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently measured at their fair value. Changes in the fair value of the derivatives are recognised in the profit and loss in finance income costs or income as appropriate. The Company does not currently apply hedge accounting for foreign exchange derivatives.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. The Company has used a tax rate of 19%.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

The directors have evaluated the Company's liquidity for the upcoming 12 months, taking into account the maturity of long-term liabilities and recurring expenses. Following this assessment, they have concluded that the Company will have sufficient resources to continue operations for the next 12 months. The maturity for the long term liability is in 5 years and coincides with long term financial assets thus net liability position does not have an impact in the next 12 months.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.

DEBTORS

2024

2023

$

$

Amounts falling due within one year:

Amounts owed by participating interests

4,144

-

Financial instruments at fair

value through profit and loss

259,463

-

Accrued income

151,432

2,456

415,039

2,456

Amounts falling due after more than one year:

Debt instruments

20,459,204

4,677,801

Aggregate amounts

20,874,243

4,680,257

Debt instruments are measured at amortised cost, there is no collateral held by the Company for these positions.

Interest income recognised in the profit and loss account in respect of these instruments was $2,482,886 (2023: $nil).

At each reporting date, the company assesses whether there is objective evidence of impairment. No impairment losses were recognised during the year (2023: $13,365).

Details of the debt instruments is presented below, as at 31 December 2024:

Investment

Interest Rate

Maturity

Par

Position

Amortised Cost

$

Autocirc

E + 6.00%

13/06/2031

27,609,356

Delayed Draw Term Loan

(28,773

)

Autocirc

ST + 6.00%

13/06/2031

82,712,934

Term Loan

7,303,835

Elovade

E + 5.00%

28/11/2031

2,304,724

Delayed Draw Term Loan

(29,456

)

Elovade

E + 5.00%

28/11/2031

3,161,432

Term Loan

3,193,957

Elovade

E + 5.00%

29/05/2031

458,983

Revolver Loan

(11,721

)

Liberty

E + 6.00%

27/12/2030

2,993,516

Delayed Draw Term Loan

1,800,878

Liberty

ST + 6.00%

27/12/2030

3,618,003

Term Loan

3,651,5145

Saturn Bidco

E + 5.00%

29/05/2031

2,146,616

Delayed Draw Term Loan

311,251

Saturn Bidco

E+ 5.00%

29/05/2031

3,434,586

Term Loan

3,476,324

Synamedia

E+ 11.40%

05/06/2029

802,283

Term Loan

791,394

20,459,204

Details of the debt instruments is presented below, as at 31 December 2023:

Investment

Interest Rate

Maturity

Par

Position

Amortised Cost

$

Liberty

E + 6.00%

29/12/1930

3,618,003

Term Loan B

3,874,412

Liberty

E + 6.00%

29/12/1930

2,933,516

Delayed Draw Term Loan

(24,260

)

Liberty

E + 6.00%

29/12/1930

554,727

Revolver Loan

(6,117

)

Synamedia

E + 11.40%

05/06/2029

802,205

PIK Term Loan

833,766

4,677,801

5.	CURRENT LIABILITIES

2024

2023

$

$

Tax

7,620

-

Financial instruments

-

23,758

Accrued expenses

34,788

29,062

42,408

52,820

6.	NON CURRENT LIABILITIES

2024

2023

$

$

Intercompany loans held at

amortised cost

22,886,944

4,802,734

22,886,944

4,802,734

7.	FINANCIAL INSTRUMENTS

2024

2023

$

$

Financial assets

Financial assets measured at fair value through profit or loss

259,463

-

259,463

-

Certain information related to the Company's financial assets is presented below for 31 December 2024:

Description

Buy Currency

Amount to be purchased

Sell Currency

Amount to be sold

Counterparty

Settlement Date

Market Value $

Foreign Currency Forward Contract

USD

356,270

EUR

(329,148

)

Monex Inc/US

30/01/2025

14,903

Foreign Currency Forward Contract

USD

146,307

EUR

(134,104

)

Monex Inc/US

05/02/2025

7,192

Foreign Currency Forward Contract

USD

453,274

EUR

(427,456

)

Monex Inc/US

19/02/2025

9,595

Foreign Currency Forward Contract

USD

3,341,633

EUR

(3,161,432

)

Goldman Sachs Bank USA

03/03/2025

58,645

Foreign Currency Forward Contract

USD

3,642,722

EUR

(3,434,586

)

Monex Inc/US

03/03/2025

76,076

Foreign Currency Forward Contract

USD

5,885,368

EUR

(5,656,554

)

Monex Inc/US

19/03/2025

6,014

Foreign Currency Forward Contract

USD

7,588,482

SEK

(82,712,934

)

Monex Inc/US

06/03/2025

87,038

259,463

2024

2023

$

$

Financial liabilities

Financial liabilities measured at fair value through profit or loss

-

(23,758)

Financial liabilities that are debt instruments measured at amortised cost

(22,886,944)

(4,802,734)

(22,886,944)

(4,826,492

)

Financial liabilities that are debt instruments measured at amortized cost are charged interest at a rate of the greater of zero or the taxable income of the company less 0.01% of the taxable income of the company. The instrument matures on 3 August 2028, with the ability to be extended with the consent of both parties. There is no collateral pledged by the Company for this position.

Financial assets and liabilities measured at fair value through profit or loss comprise of foreign currency contracts.

The Company enters into forward contracts through forward purchases to manage the foreign exchange risk on future commitments. The fair values of the assets and liabilities held at fair value through profit and loss at the balance sheet date are determined using quoted prices.

Interest expense recognised in the profit and loss account in respect of these instruments was $2,482,886 (2023: $Nil).

Financial instruments risk management

The Company’s financial instruments comprise trade and other receivables, cash and cash equivalents, and trade and other payables. The main risks arising from the company’s financial instruments are credit risk, liquidity risk, and market risk. The directors review and agree policies for managing each of these risks as summarised below.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables. The Company mitigates credit risk by investing only in instruments with approved counterparties with appropriate credit quality. Counterparty exposure is regularly monitored. Debtor balances and investment performance are reviewed on a regular basis, and any indications of impairment are addressed in accordance with FRS 102.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's position. Liquidity risk is managed by maintaining adequate cash reserves and monitoring expected cash flows.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company's market risk arises from open positions in interest bearing assets and liabilities, to the extent that these are exposed to general and specific market movements.The Company enters into forward contracts in USD, SEK and EUR to manage foreign exchange exposure. The Company is exposed to interest rate risk through debt instruments linked to disclosed reference rates. Exposure is mitigated by holding instruments with varying maturities and spreads.

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

Nicholas Quayle (Senior Statutory Auditor)

for and on behalf of KPMG Audit LLC

9.	ULTIMATE CONTROLLING PARTY

ASP SPC II Facilitation LLC (incorporated in Delaware, USA) is regarded by the directors as being the Company's immediate parent, the parent's registered address is The Corporate Trust Company, Corporate Trust Center, 1209 Orange Street, County of New Castle, Wilmington, DE 19801-1120, USA.

The ultimate controlling party is Adam Street Associates LLC (incorporated in Delaware, USA).

10.	SUBSEQUENT EVENTS NOTE

The Company has evaluated the need for disclosures and adjustments resulting from subsequent events up to the date the financial statements were available to be issued. This evaluation did not result in any subsequent events that necessitated additional disclosure or adjustment.