REGISTERED NUMBER: 16128594 (England and Wales)

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 10 DECEMBER 2024 TO 31 DECEMBER 2025

FOR

ASP SPC III-A UK II FACILITATION LTD

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Directors:

J A Charalambides

S S Mysore

W B Sacher

Secretary:

Accomplish Secretaries Limited

Registered office:

7th Floor

50 Broadway

London

SW1H 0DB

Registered number:

16128594 (England and Wales)

Auditors:

KPMG Audit Limited

Heritage Court

41 Athol Street

Douglas

Isle of Man

IM1 1LA

CURRENT ASSETS

Debtors: amounts falling due within one year

4

8,374

Debtors: amounts falling due after more than one year

4

1,116,966

Cash at bank

473,178

1,598,518

CURRENT LIABILITIES

5

(45,131

)

NET CURRENT ASSETS

1,553,387

TOTAL ASSETS LESS CURRENT LIABILITIES

1,553,387

NON CURRENT LIABILITIES

6

1,553,379

CAPITAL AND RESERVES

Share capital

1

Retained earnings

7

8

1,553,387

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 9 September 2026 and were signed on its behalf by:

S S Mysore - Director

1.	STATUTORY INFORMATION

ASP SPC III-A UK II 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.

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 cash flow statement has not been presented as part of these financial statements.

Turnover

Turnover consists 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, subsequently using the effective interest rate method less impairment.

The Fund records its equity instruments at fair value. Fair value is the price that would be received upon the sale of an instrument in an orderly transaction between market participants at the measurement date.

The equity investments fall into one of the following four categories within the fair value hierarchy:

Level 1 - inputs reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date. Level 1 investments held by the Fund typically consist of public stock positions held as a result of an initial public offering of a formerly private investment. Management does not adjust the quoted price for such instruments, even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

Level 2 - inputs include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active. Level 2 investments held by the Fund typically consist of public stock positions held as a result of an initial public offering of a direct investment, which are subject to sales restrictions, or the valuation is adjusted to reflect illiquidity and/or non-transferability.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 investments held by the Fund typically consist of privately-held equity securities. When observable prices are not available management uses valuation techniques for which sufficient and reliable data is available and applied on a consistent basis. The valuation of nonmarketable privately-held investments requires significant judgment by management due to the absence of quoted market values, inherent lack of liquidity, changes in market conditions and the long-term nature of such assets.

Investments measured at net asset value - the input is the practical expedient in the FASB's fair value measurement guidance.

Generally, the fair values of investments made through investment vehicles are based on the valuation determined and provided by the transaction sponsor. These valuations may be provided in a capital account statement or other correspondence from the transaction sponsor. These valuations are subject to management review and may be adjusted to reflect fair value to the Fund, if needed.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes "observable" requires significant judgment by management. Management considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by multiple, independent sources that are actively involved in the relevant market. The categorisation of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to management's perceived risk of that investment.

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.

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 period comprises current and deferred tax. Tax is recognised in 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 25%.

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 period 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 sterling 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 3 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 period was NIL.

4.

DEBTORS

$

Amounts falling due within one year:

Accrued Income

8,374

Amounts falling due after more than one year:

Debt instruments

233,357

Equity instruments

883,609

1,116,966

Aggregate amounts

1,125,340

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 $137,865.

At each reporting date, the company assesses whether there is objective evidence of impairment. No impairment losses were recognised during the period.

Details of the debt instruments are presented below, as at 31 December 2025:

Investment

Interest Rate

Maturity

Par

Position

Amortised Cost

$

Argos

E + 6.50%

25/06/2031

€ 6,784,656

Delayed Draw Term Loan

365,649

Elovade

E + 5.00%

28/11/2031

€ 1,688,140

Delayed Draw Term Loan

(22,260

)

EQS

E + 5.25%

31/01/2031

€ 8,483,791

Delayed Draw Term Loan

(55,073

)

Guardsquare

E + 5.00%

17/10/2032

€ 4,067,057

Delayed Draw Term Loan

(40,579

)

Guardsquare

E + 5.00%

17/10/2032

€ 533,808

Revolver Loan

(14,380

)

233,357

Details of the equity instruments are presented below, as at 31 December 2025:

Investment

Shares

Position

Fair Value

$

Guardsquare

751,880

Unlisted Common Stock

883,609

883,609

5.	CURRENT LIABILITIES

$

Amounts owed to group undertakings

14,024

Tax

2

Accrued expenses

31,105

45,131

6.	NON CURRENT LIABILITIES

$

Intercompany loan held at

amortised cost

1,553,379

1,553,379

7.	FINANCIAL INSTRUMENTS

$

Financial liabilities

Financial liabilities that are debt instruments measured at amortised cost

(1,553,379

)

(1,553,379

)

Financial liabilities that are debt instruments measured at amortised 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 1 December 2028, with the ability to be extended with the consent of both parties. There is no collateral pledged by the Company for this position.

Interest expense recognised in the profit and loss account in respect of these instruments was $90,642.

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 may enter 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 Limited

9.	ULTIMATE CONTROLLING PARTY

ASP PC III 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 Adams Street Associates LLC (incorporated in Delaware, USA).

10.	SUBSEQUENT EVENTS

The Company has evaluated the need for disclosures or 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.