Form 8 (OPD) AAPC - AMENDMENT: CHANGE TO SECTION 2

(a) Full name of discloser:

Atlantic Alliance Partnership Corp.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Atlantic Alliance Partnership Corp.

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

7 April 2016

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

NO

Class of relevant security:

Ordinary

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled: Ordinary Shares in Offeror

N/A

N/A

(2) Cash-settled derivatives:

N/A

N/A

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

N/A

TOTAL:

N/A

N/A

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

AAP Sponsor (PTC) Corp. holds shares in the Offeror on trust for the benefit of a select group of investors. AAP Sponsor (PTC) Corp. is a party acting in concert with the Offeror.

AAP Sponsor (PTC) Corp. holds 2,700,313 ordinary shares in the Offeror, which is equal to 25.995% of the Offeror's outstanding share capital.

The beneficiaries for whom AAP Sponsor (PTC) Corp. holds shares in the Offeror are set out below:

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

As set out in the offering documentation for the Offeror which can be found here: http://www.nasdaq.com/markets/ipos/company/atlantic-alliance-partnership-corp-958643-77698?tab=financials the capital raised by the Offeror from "the public" is held in a trust account for their benefit until a proposed business combination is successfully consummated and may be used for transaction consideration, or if no such acquisition is completed in a timely manner, the capital is automatically returned in full to the public shareholders. Certain directors of the Offeror - Waheed Alli, Iain Abrahams (director of Fox Investments Limited), Jonathan Goodwin (partner of Lepe Partners LLP) and Mark Klein (director of M Klein and Company LLC) - have agreed to jointly and severally, indemnify and hold harmless the Offeror against any and all loss, liability, claim, damage and expense whatsoever in the event that the Offeror becomes subject to certain claims.

Subject to certain limited exceptions, 2,700,313 of the ordinary shares in AAPC held by AAP Sponsor (PTC) Corp (1,921,875 of which are designated as "Founder Shares" and a further 778,438 of which are the "Private Placement Shares" in the offering documentation) are subject to lockup restrictions contained in a letter agreement between the Offeror. AAP Sponsor PTC Corp the respective beneficial owners of such shares. While subject to lockup, such securities may not be sold, transferred or disposed of during the lockup period applicable to such securities. The applicable lockup period for the Founder Shares is the earlier of (x) one year after the completion of the Offeror's initial business combination or earlier if, subsequent to the Offeror's initial business combination, the last sale price of the Offeror's ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations for any 20 trading days within any 30-trading day period commencing at least 150 days after the Offeror's initial business combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after the Offeror's initial business combination that results in all of the Offeror's shareholders having the right to exchange their ordinary shares for cash, securities or other property. The applicable lockup period for the Private Placement Shares is 30 days following the completion of the Offeror's initial business combination.

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

8 April 2016

Jonathan Mitchell

+1 212 409 2434