Mayflower Acquisition Limited

FOR IMMEDIATE RELEASE

Interim Report and Unaudited Condensed Financial Statements

8 May 2026

Mayflower Acquisition Limited (the "Company") today announces the publication of its interim report and unaudited financial statements for the period from incorporation on 21 October 2025 to 31 March 2026 (the "Interim Report and Unaudited Condensed Financial Statements").

Copies of the Interim Report and Financial Statements will be available on the Company's website at https://www.mayfloweraquisitionlimited.com and the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and are set out in full below.

For further information please contact:

Oak Fund Services (Guernsey) Limited, Company Secretary                               +44 (0) 1481 723450

James Christie

Hannah Crocker                 

About Mayflower

Mayflower (LSE: MAY) is a British Virgin Islands company founded by Noam Gottesman, Sir Jeremy Isaacs and Roger Nagioff. The Company was created to pursue its objective of acquiring a target company or business (the "Acquisition"). 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/or working capital in relation to the acquired company or business. The Company's efforts in identifying a prospective target business will not be limited to a particular industry or geographic region.

Mayflower Acquisition Limited

Chairman's Statement

It is with pleasure that I, the Chairman, present to the Shareholders the Report and Interim Unaudited Financial Statements of Mayflower Acquisition Limited (the "Company") for the period from 21 October 2025 (being its day of incorporation) to 31 March 2026.

The Company

The Company raised gross proceeds of US$ 494,750,000 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 ("Warrants") on the basis of one Warrant being issued per Ordinary Share (the "Matching Warrants") at a placing price of US$ 10.00 per Ordinary Share and a further US$ 5,250,000 was raised through the subscription of the Founder Preferred Shares ("Founder Preferred Shares") (with Warrants being issued on the basis of one Warrant per Founder Preferred Share) at a price of US$ 10.50 per Founder Preferred Share. Each Warrant entitles the holder to one quarter of an Ordinary Share and Warrants will be exercisable in multiples of four Warrants at a price of US$ 11.50 per whole Ordinary Share.

The Company's Ordinary Shares were admitted to the Equity Shares (Shell Companies) Category and the Warrants were admitted to the Warrants, Options and other Miscellaneous Securities Category of the Financial Conduct Authority's ("FCA") Official List and to trading on the main market of the London Stock Exchange on 10 December 2025 ("Admission"). As of 31 March 2026, the Company had 49,507,500 Ordinary Shares, 500,000 Founder Preferred Shares and 50,007,500 Warrants in issue. The net proceeds from the IPO are held in liquid, short term U.S. government securities and cash equivalents which are available for use when required.

Since admission, the Board of Directors has been actively reviewing a number of acquisition targets and will remain disciplined in only proceeding with an acquisition that it believes can produce attractive returns to its Shareholders.

Financial Results

During the period from 21 October 2025 to 31 March 2026, the Company has incurred operating costs of US$ 510,960. These expenses were offset by other income of US$ 5,065,360. Costs of Admission of US$ 6,758,957 were recorded as an offset to the gross proceeds from the IPO in the Company's Balance Sheet.

Principal Risks and Uncertainties

The Company set out in the prospectus published on 5 December 2025 in connection with the IPO (the "Prospectus") the principal risks and uncertainties that could impact its performance; the Directors consider these principal risks and uncertainties remain unchanged since that document was published and apply to 31 March 2026 and for the remaining six months of the financial year. Your attention is drawn to the Prospectus for the detailed assessment. A copy of the Prospectus is available on the Company's website (www.mayfloweracquisitionlimited.com) and was submitted to the National Storage Mechanism and is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Capitalised terms within these Interim Unaudited Financial Statements reflect the definitions as per the Prospectus unless otherwise indicated.

Related Parties

Related party disclosures are given in note 7 to these financial statements.

Mayflower Acquisition Limited

Report of the Directors

The Directors have pleasure in submitting their Report and the Interim Unaudited Financial Statements for the period from 21 October 2025 to 31 March 2026.

Status and activities

The Company was incorporated on 21 October 2025 with limited liability under the laws of the British Virgin Islands under the BVI Business Companies Act, 2004 (the "BVI Companies Act") with number 2190658. The Company's registered office is Rodus Building, P.O. Box 3093, Road Town, Tortola VG1110 British Virgin Islands.

The Ordinary Shares and Warrants were admitted for trading on the Main Market of the London Stock Exchange on 10 December 2025, after raising gross proceeds of US$ 500,000,000 (comprising US$ 494,750,000 from the Placing and US$ 5,250,000 in respect of the Founder Preferred Share subscription) for a potential acquisition of a target company or business (an "Acquisition").

The Company was formed to undertake an Acquisition. There is no specific expected target value for the Acquisition, and the Company expects that any funds not used for the Acquisition, if any, will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and/or working capital in relation to the acquired company or business. Following completion of the Acquisition, the objective of the Company is expected to be to operate the acquired business and implement an operating strategy with the objective of building and growing the business and generating value for Shareholders through operational improvements as well as potentially through additional complementary acquisitions.

Following the Acquisition, the Company intends to seek re-admission of the enlarged group to such listing venue as is appropriate for it based on the industry, geographic focus and track record of the company or business acquired, subject to fulfilling the relevant eligibility criteria at the time which may be an exchange other than the London Stock Exchange which could adversely impact the ability of Shareholders to hold Ordinary Shares or Warrants. 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. However, the Company will only complete an Acquisition if, following the closing of the Acquisition, the interest in the target company or business acquired by the Company is sufficient for the Company not to be, or otherwise is such that the Company not be, required to register as an investment company under the U.S. Investment Company Act. 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. Any subsequent complementary acquisitions may be of non-controlling interests.

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.

Mayflower Acquisition Limited

Report of the Directors (continued)

Status and activities (continued)

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 by an Acquisition Approval Majority, being a majority of the Board, including a majority of the independent Directors from time to time and the Chairman (provided such person was considered independent by the Board on appointment).

The determination of the Company's post-Acquisition strategy, the composition of the board of directors and management of the combined company and the terms of their arrangements will be made following the identification of the target company or business at or prior to the time of the Acquisition.

Although the Directors believe that the Company will complete an Acquisition on or before the date which is 24 months from the date of Admission (the "Acquisition Deadline"), if the Acquisition has not been announced or completed by the Acquisition Deadline, the Board will recommend to Shareholders either that the Company be wound up (in order to return capital to Shareholders and holders of 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 Acquisition Deadline (the "Extended Acquisition Deadline").

The Board's recommendation will then be put to a Shareholder vote (from which the Directors, including the Founder Directors, and the other Founder Investors will abstain).

If an Acquisition has been entered into and announced prior to, but not completed by, the Acquisition Deadline or Extended Acquisition Deadline, as applicable, the Company will have a further six months from the end of the relevant deadline to complete such Acquisition. If the Acquisition is not completed by the end of such an extended period, the Board will recommend to Shareholders that the Company be wound up.

The Directors have identified the following criteria and guidelines that they believe are important in evaluating potential acquisition opportunities. The Company will generally use these criteria and guidelines in evaluating acquisition opportunities, but the Company may decide to complete an Acquisition that does not meet these criteria and guidelines.  The Company intends to target companies or businesses that:

·      have a strong competitive industry position with a defensible moat;

·      are established with a track record of success;

·      have a diversified customer base, revenue quality and strong underlying free cash flow characteristics;

·      have an attractive growth profile;

·      have potential for scale;

·      have an experienced management team; and

·      are ready for public market life.

Mayflower Acquisition Limited

Report of the Directors (continued)

Status and activities (continued)

In addition, the Company expects to consider a variety of factors with respect to potential acquisition

opportunities, including, among others:

·      financial condition and results of operations;

·      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.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular

acquisition will be based, to the extent relevant, on some or all of the above factors as well as other

considerations deemed relevant to the Company's business objective by the Directors.

Results

For the period from 21 October 2025 to 31 March 2026, the Company's net income was US$ 4,554,400.

Share capital

As at 31 March 2026, the Company had in issue 49,507,500 Ordinary Shares, 500,000 Founder Preferred Shares and 50,007,500 Warrants.

2 Founder Preferred Shares were issued on 27 October 2025 with a further 499,998 issued on 10

December 2025. There are no Founder Preferred Shares held in Treasury. Each Founder Preferred Share was issued at US$ 10.50 per share with an associated Warrant as described in note 4.

49,507,500 Ordinary Shares were issued on 10 December 2025 (49,475,000 were issued in the IPO at US$10.00 per share and 32,500 were issued, in aggregate, to the Independent Non-Executive Directors for their first year's annual fees in lieu of cash as described in note 6). There are no Ordinary Shares held in Treasury. Each Ordinary Share was issued with an associated Warrant as described in note 4. 

Founder Preferred Shares

Details of the Founder Preferred Shares can be found in note 4 to the Interim Unaudited Financial Statements; and are incorporated into this Report by reference.

Securities carrying special rights:

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

Mayflower Acquisition Limited

Report of the Directors (continued)

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 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 members, in person or by proxy, they must vote as one.

Restrictions on voting

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

Transfer of shares

Subject to the BVI 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 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, or is or may be holding such shares on behalf of a beneficial owner who is or may be a Prohibited Person. The Directors shall have power to implement and/or approve any arrangements they may think fit in relation to the evidencing of title to and transfer of interests in shares in the Company in uncertificated form (including in the form of depositary interests or similar interests, instruments or securities).

Rights to appoint and remove Directors

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

Mayflower Acquisition Limited

Report of the Directors (continued)

Rights to appoint and remove Directors (continued)

For as long as TOMS Acquisition VI LLC (together with its respective affiliates and permitted transferees) (the "TOMS Holders") directly or indirectly hold 20 per cent or more of the Founder Preferred Shares in issue, such holder shall be entitled to nominate one person as Director of the Company (and to remove such person and nominate a replacement). For as long as the JRJ Investors (together with their respective affiliates or transferees) (the "JRJ Holders"), directly or indirectly, in aggregate, hold 20 per cent or more of the Founder Preferred Shares in issue, JRJ Mayflower LLP shall be entitled to nominate one person as Director of the Company (and to remove such person and nominate a replacement).

If the TOMS Holders or JRJ Holders hold less than 20 per cent of the Founder Preferred Shares in issue, then their respective right to nominate (and replace) a Director shall be exercisable by the holders of a majority of the Founder Preferred Shares in issue instead.

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.

Directors and their interests

The Directors of the Company who served during the period and subsequent to the date of this Report are:

Mayflower Acquisition Limited

Report of the Directors (continued)

Directors and their interests (continued)

As of 7 May 2026, all of the Directors listed above continue to serve as Directors of the Company. As at 7 May 2026, (the latest practicable date prior to the publication of this Report), the Directors have the following interests in the Company's securities:

(1) Represents interests held by TOMS Acquisition VI LLC. Mr. Gottesman is the managing member and majority owner of TOMS Acquisition VI LLC and may be considered to have beneficial ownership of TOMS Acquisition VI LLC's interests in the Company by virtue of having the right to vote the interests in the Company held by TOMS Acquisition VI. Excludes 2,250,000 Ordinary Shares subscribed for by Mr Gottesman's affiliates and related parties other than TOMS Acquisition VI LLC by virtue of Mr. Gottesman not having investment discretion over or the power to vote the interests in the Company held by those parties.

(2) Represents an interest held by Sir Jeremy directly and indirectly through JRJ Mayflower LLP and other entities owned and controlled by Sir Jeremy.

(3) Mr. San Miguel has a pecuniary interest in relation to 3.33 per cent of the Founder Preferred Shares and 7.11 per cent of the Ordinary Shares held by TOMS Acquisition VI LLC but has no voting control over such Ordinary Shares or Founder Preferred Shares while held by TOMS Acquisition VI LLC.

(4) Mr. Burkhart holds options over Ordinary Shares pursuant to an Option Deed. The Option Deed grants Mr. Burkhart a five year option to acquire 37,500 Ordinary Shares at an exercise price of US$ 11.50 per Ordinary Share (subject to adjustment in accordance with the Option Deed).

(5) Mr. Carney holds options over Ordinary Shares pursuant to an Option Deed.  The Option Deed grants Mr. Carney a five year option to acquire 37,500 Ordinary Shares at an exercise price of US$ 11.50 per Ordinary Share (subject to adjustment in accordance with the Option Deed).

(6) Lord Fink holds options over Ordinary Shares pursuant to an Option Deed.  The Option Deed grants Lord Fink a five year option to acquire 37,500 Ordinary Shares at an exercise price of US$ 11.50 per Ordinary Share (subject to adjustment in accordance with the Option Deed).

(7) Mr. Shafir holds options over Ordinary Shares pursuant to an Option Deed.  The Option Deed grants Mr. Shafir a five year option to acquire 50,000 Ordinary Shares at an exercise price of US$ 11.50 per Ordinary Share (subject to adjustment in accordance with the Option Deed).

Directors' remuneration

Each of the Directors entered into a Director's Letter of Appointment with the Company dated 5 December 2025. Under the Independent Non-Executive Director's Letters of Appointment, Robert Shafir, as Chairman, is entitled to a fee of US $100,000 per annum and the Independent Non-Executive Directors are each entitled to a fee of US$ 75,000 per annum. Fees are payable quarterly in arrears. On 10 December 2025 the Company issued in aggregate 32,500 Ordinary Shares to the Independent Non-Executive Directors in lieu of their first year's annual cash remuneration. Prior to an Acquisition, the Founder Directors and Mr. San Miguel will not be entitled to fees or other remuneration for their services as Directors of the Company. 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.

Mayflower Acquisition Limited

Report of the Directors (continued)

Substantial shareholdings

As at 7 May 2026 (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 per cent 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 and is not required to comply or explain non-compliance with the UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council ("FRC"). 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 Company does not comply with the requirements of the Code that at least half of the Board, excluding the Chairman, should be non-executive directors whom the Board considers to be independent. The Board considers the Independent Non-Executive Directors (excluding the Chairman) to be sufficiently independent and of such calibre and number that their views may be expected to be of sufficient weight that no individual or small group can dominate the Board's decision-making processes, including in relation to the decision to approve an Acquisition, which must be approved by an Acquisition Approval Majority.

·     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 Acquisition.

Mayflower Acquisition Limited

Report of the Directors (continued)

Corporate Governance Statement (continued)

·      Until completion of the 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 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 adopted a share dealing code which is consistent with the rules of the Market Abuse Regulation. The Board is responsible for taking all proper and reasonable steps to ensure compliance with 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, at the time of approving the Interim Unaudited Financial Statements, assessed the Company's ability to continue as a going concern and have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of approval of the Interim Unaudited Financial Statements. This assessment has considered the cash funds available and the current forecast cash outflows assuming the continuation of the current cost base, scheduled maturity of treasury bills, and no committed acquisition activity. Accordingly, the Interim Unaudited Financial Statements have been prepared 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 the 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. Pending an Acquisition, as disclosed in the Prospectus, the Company's focus is on capital preservation and substantially all of the Company's assets are held in U. S. Treasuries (see note 3).

Branches

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

Interim Management Report

For the purposes of compliance with DTR 4.2.3 (2) and DTR 4.2.7 (2), the required content of the "Interim 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 Interim Unaudited Financial Statements in accordance with applicable law and regulations.

Mayflower Acquisition Limited

Report of the Directors (continued)

Directors' Responsibilities (continued)

The Directors have prepared the Company's Interim Unaudited Financial Statements in accordance with United States of America generally accepted accounting principles ("U.S. GAAP") and the DTRs. The Directors must not approve the Interim Unaudited 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 the relevant period. In preparing these Interim Unaudited Financial Statements, the Directors are required to:

·      select suitable accounting policies and then apply them consistently;

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

·    state whether applicable U.S. GAAP have been followed, subject to any material departures disclosed and explained in the Interim Unaudited Financial Statements; and

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

A copy of the Interim Unaudited Financial Statements is available on our website www.mayfloweracquisitionlimited.com. The Directors consider that the interim report 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, confirms that, to the best of his knowledge:

·    the Company's condensed Interim Unaudited Financial Statements, which have been prepared in accordance with U.S. GAAP, give a true and fair view of the assets, liabilities, financial position and the profit or loss of the Company; 

·    the interim management report includes a fair review of the information required by DTR 4.2.7R, being an indication of important events during the first six months of the current financial year and a description of the principal risks and uncertainties for the remaining six months of the current financial year; and

·      the interim management report includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the Company during that period.

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

Robert Shafir

Chairman

7 May 2026

Mayflower Acquisition Limited

Principal Risks and Uncertainties

The Board has identified the following principal risks and uncertainties facing the Company as set out in the Prospectus. 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

·    There is no assurance that the Company will identify suitable acquisition opportunities in a timely manner or at all which could result in a loss on your investment.

·    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 and therefore, Investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating a company or business.

·    The requirement that the Company completes the Acquisition within the prescribed time frame may give potential target companies or businesses leverage over the Company in negotiating an Acquisition and decrease the Company's ability to conduct due diligence on potential acquisition targets as the deadline approaches.

·      The Company's efforts in identifying a prospective target company or business are not limited to a particular industry or geographic region and it may be subject to risks particular to one or more countries in which it ultimately operates and, it may seek acquisition opportunities in industries or sectors which may or may not be outside of the area of expertise of the Board, which could negatively impact its operations.

·      Although the Company expects to acquire a controlling interest in a target company or business, it 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 conflicts of interest

·    The Company is dependent on the Board and 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 Company may be required to issue additional Ordinary Shares pursuant to the terms of the Founder Preferred Shares, which would dilute the value of existing Ordinary Shares.

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

·   The Directors and the Founders are involved in other businesses which could have a negative impact on the Company's ability to complete the Acquisition.

Mayflower Acquisition Limited

Principal Risks and Uncertainties (continued)

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

The Ordinary Shares and Warrants

·      Holders of the Ordinary Shares and Warrants will not have the opportunity to vote to approve the Acquisition.

·    The Warrants can only be exercised from Admission until the third anniversary of completion of an Acquisition (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.

Mayflower Acquisition Limited

Independent review report to Mayflower Acquisition Limited 

Conclusion

We have been engaged by Mayflower Acquisition Limited (the 'company') to review the condensed set of financial statements in the half-yearly financial report for the period from 21 October 2025 ended 31 March 2026 which comprises the Balance Sheet, Statement of Income, Statement of Stockholders' Equity, Statement of Cash Flows, and the related explanatory notes that have been reviewed. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the period from 21 October 2025 ended 31 March 2026 is not prepared, in all material respects, in accordance with the accounting principles generally accepted in the United States of America ("US GAAP") and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by Financial Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with the basis of preparation in note 2.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with this ISRE (UK), however future events or conditions may cause the entity to cease to continue as a going concern.

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as capital market conditions and inflation uncertainty, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with US GAAP and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Mayflower Acquisition Limited

Independent review report to Mayflower Acquisition Limited (Continued)

Auditor's responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the company a conclusion on the condensed set of financial statements in the half-yearly financial report.

Our conclusion, including our Conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.

Use of our report

This report is made solely to the company in accordance with ISRE (UK) 2410. Our review work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusion we have formed.

Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

London, England

7 May 2026

Mayflower Acquisition Limited

Balance Sheet

As of 31 March 2026 (Unaudited)

The notes form an integral part of these Interim Unaudited Financial Statements.