AAPC Atlantic Alliance Partnership Corp. - Ordinary Shares

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed on May 12, 2017 by Atlantic Alliance Partnership Corp. (the “ Company ”), on May 8, 2017, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Kalyx Development Inc., a Maryland corporation (“ Kalyx ”). Unless otherwise defined herein, the capitalized terms used in this report are defined in the Merger Agreement. In connection with the Merger Agreement, AAP Sponsor (PTC) Corp., (“ Sponsor ”), Fox Investments Limited (“ Fox ”) and Kalyx entered into a letter agreement (the “ Forfeiture Agreement ”) and AAPC and Kalyx entered into voting agreements (the “ Voting Agreements ”) with certain Kalyx members (the “ Kalyx Stockholders ”).

On October 5 , 2017, due to the inability to list the securities of the combined entity on any U.S. national stock exchange upon consummation of the Merger, which was one of the closing conditions set forth in the Merger Agreement, the Company, Sponsor, Fox, Kalyx and the Kalyx Stockholders elected to abandon the transactions contemplated by the Merger Agreement and enter into a Termination Agreement (the “ Termination Agreement ”), pursuant to which, the Merger Agreement, the Forfeiture Agreement and the Voting Agreement were each terminated, effective immediately, and are no longer of any force or effect. There were no termination penalties incurred as a result of the termination of the Merger Agreement, the Forfeiture Agreement and the Voting Agreement.

The Termination Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Termination Agreement is qualified in its entirety by reference thereto.