REG - Acceler8 Ventures - Full Year Results year ended 31 December 2025
30/04/2026 07:02
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RNS Number : 4662C Acceler8 Ventures PLC 30 April 2026
30 April 2026
ACCELER8 VENTURES PLC
("AC8" or the "Company")
Full Year Results for the period ended 31 December 2025
Acceler8 Ventures Plc (LSE: AC8) has today published its Annual Report and
Financial Statements for the period ended 31 December 2025 (the "Annual
Report").
In accordance with UK Listing Rule 6.4.1 copies of the Annual Report have been
submitted to the FCA and will shortly be available to view on the Company's
website at https://acceler8.ventures (https://acceler8.ventures) and for
inspection from the National Storage Mechanism
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanis
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) m
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
LEI: 2138004B1HKZP1OR2C72
Enquiries
Tessera Investment Management Limited
Tony Morris +44 (0) 7742 189145
CHAIRMAN'S STATEMENT
I am pleased to present the financial results for Acceler8 Ventures Plc
("AC8", the "Company") and its subsidiary (together the "Group") for the year
ended 31 December 2025.
During the year and post year end we remained focused on executing our
strategy, and I am delighted that on 8 April 2026 we were able to announce the
proposed transaction with Intuitive Investments Group Plc ("IIG") (the
"Proposed Transaction"). The independent directors of IIG currently intend
that they would recommend the possible offer, and AC8 has received irrevocable
undertakings to support the offer from shareholders owing c.25% of IIG's
current share capital. The tie up with IIG and its associated primary
investment Hui10 Inc. ("Hui10"), is exactly the type of opportunity that we
have been seeking out since listing AC8 in 2021 and we will be making the
requisite updates to shareholders in due course.
I would like to thank our new subscribers to our recently raised convertible
loan notes which closed in August 2025 and most recently, April 2026. With
that support, we are well capitalised and remain ideally positioned to
continue to execute our strategy as we work towards completion of the Proposed
Transaction.
David Williams
Chairman
29 April 2026
REPORT OF THE DIRECTORS
The Directors of the Company present their report for the year ended 31
December 2025.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
For the financial year ended 31 December 2025, the Group and Company's
principal activities were that of a holding group and company, respectively.
The Company was incorporated for the purpose of identifying suitable
acquisition opportunities in accordance with the Company's investment and
acquisition strategy with a view to creating shareholder value. The Company
retains a flexible investment and acquisition strategy which will, subject to
appropriate levels of due diligence, enable it to deploy capital in target
companies by way of minority or majority investments, or full acquisitions
where it is in the interests of shareholders to do so. This will include
transactions with target companies located in the UK and internationally,
including but not limited to, Europe, and the Asia Pacific region. It is
anticipated by the Directors that acquisition opportunities could be with
private companies, other listed business, or via the acquisition of divisional
or non-core carve outs. The Company's strategic aim is to drive shareholder
value through the acquisition of target companies in certain sectors where the
Directors believe there to be sustainable growth opportunities both
organically, and through acquisition. Particular sectors of focus include
gaming, media and entertainment, software and technology, industrials and
business services. While the Company retains sector flexibility regarding its
initial acquisition, it is intended that subsequent investments and
acquisitions will be of complementary businesses to that of the initial
acquisition. Where target companies are acquired, the Directors and incoming
management teams will seek to drive operational improvements and best practice
to unlock revenue and cost synergies.
The Directors will look to identify opportunities in line with the following
parameters:
· stable or growing sectors, with opportunities for consolidation; and
· target companies with:
o leading and defensible market positions;
o recurring and repeatable revenue streams;
o profitable and cash flow positive or clear path to profitability and cash flow
generation;
o scalable and operationally geared;
o potential for operational improvement standalone or part of an enlarged group;
and
o strong operating teams with deep domain expertise.
It is possible the Board may consider acquisitions that do not conform to all
of the above framework. However, in all cases, the Company's strategic aim
is to drive shareholder value through the acquisition of target companies in
certain sectors where the Directors believe there to be sustainable growth
opportunities both organically, and through acquisition. The Company is
seeking fundamentally sound assets, where tangible opportunities exist to
drive strategic, operational and performance improvements.
On 29 August 2025, the Company announced that it had successfully raised
£380,000 through the issue of unsecured convertible loan notes (the "2025
Notes") to support working capital requirements in pursuit of an initial
transaction. The 2025 Notes have an interest rate of 8% per annum that is
accrued daily and compounded annually. Conversion of the 2025 Notes into
ordinary shares of the Company is automatic, and immediately prior to
completion of an initial transaction or on the third anniversary of issue if
no initial transaction occurs. The conversion price is the lower of £1.00
per share, and a 30% discount to the prevailing share price (initial
transaction price or 20-day VWAP at the third anniversary of issue).
Subsequent to the year ended 31 December 2025, on 8 April 2026, the Company
announced the Proposed Transaction with IIG. Under the Proposed Transaction,
which if completed, would constitute an initial transaction under UK Listing
Rule 13.4 and reverse takeover under the Takeover Code, it is proposed that
the enlarged group's shares would be listed on the Equity Shares (Commercial
Companies) category of the Official List maintained by the Financial Conduct
Authority. The Proposed Transaction values IIG at approximately £600
million on a fully diluted basis based on the closing price per AC8 share of
80 pence on 7 April 2026. AC8 shareholders are expected to hold 0.99 per
cent. of the enlarged group share capital at admission to trading on the LSE's
main market (after the effect of a bonus issue of ordinary shares to AC8
shareholders and the conversion of all outstanding convertible loan notes).
On 21 April 2026, the Company announced that it had successfully raised £1
million through the proposed issue of unsecured convertible loan notes (the
"2026 Notes") to support working capital requirements in connection with the
Proposed Transaction. The 2026 Notes have an interest rate of 8% per annum
that is accrued daily and compounded annually. Conversion of the 2026 Notes
into ordinary shares of the Company is automatic, and immediately prior to
completion of an initial transaction or on the third anniversary of issue if
no initial transaction occurs. The conversion price on the basis of
completion of the Proposed Transaction is 34 pence per share, otherwise it
will be at a 30% discount to the prevailing share price of an alternative
initial transaction price or 20-day VWAP at the third anniversary of issue.
At the same time, the Company also announced a proposed amendment to the 2025
Notes to adjust the conversion price per share to 28 pence on the basis the
Proposed Transaction completes.
RESULTS
During the year, the Group recorded a loss of £167,089 (2024: loss of
£160,480) and the loss per share was £0.22 (2024: loss per share of
£0.21). This reflects the moderate monthly operating expenses of the Group,
combined with the unwinding of the discount on the debt host liability
component of the 2025 Notes of £24,044 (2024: nil) offset by changes in fair
value of the embedded derivative liability of £29,545 (2024: nil). The Group
and Company had cash reserves at the end of the year of £209,224 (2024:
£113) and net liabilities of £213,140 (2024: £46,364) and £213,207 (2024:
£46,431) respectively following issue of the 2025 Notes.
The 2025 Notes are a hybrid financial instrument whereby a debt host liability
component and embedded derivative liability component was determined at
initial recognition. The fair value of the embedded derivative liability is
determined first and the residual amount is assigned to the debt host
liability. Thereafter the debt host liability is valued using the amortised
cost basis. The carrying value of the 2025 Notes as at 31 December 2025 was
£374,499 (2024: nil). Refer to note 14 for more details on the 2025 Notes.
DIVIDENDS
At this point in the Group's development, it does not anticipate declaring any
dividends in the foreseeable future. As such, the Directors do not recommend
the payment of a dividend for the year.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Group's strategy in sourcing
and assessing acquisition and investment opportunities across its stated
sectors of focus.
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value through pursuing
its acquisition strategy.
As such, the Board will identify and develop appropriate key performance
indicators after an acquisition has been completed.
GOING CONCERN
The Group and Company's unaudited cash balance as at 29 April 2026 was
£1,055,942. As a result, the Directors believe the Company has sufficient
working capital to fund all budgeted "as incurred" costs associated with
pursuing the Proposed Transaction (as explained in note 22), including in the
event that the transaction does not complete. However, in the event of an
abort, the Company would likely require recapitalisation to continue operating
as an acquisition vehicle thereafter.
As part of the enlarged group in the event the Proposed Transaction completes,
the company will have sufficient funds to execute operations. In the event
an abort occurred, successful recapitalisation, including the timing and
amount of such, are matters that are not entirely within the control of the
Directors, and thus represent material uncertainties that may cast significant
doubt on the Company's ability to continue as a going concern.
Notwithstanding the above, the Directors, therefore, have made an informed
judgement at the time of approving the financial statements, that there is a
reasonable expectation that, on successful completion of the Proposed
Transaction, the Group and Company will have adequate resources to continue in
operational existence for the foreseeable future. As a result, the Directors
have adopted the going concern basis of accounting in preparing the annual
financial statements. The accompanying financial statements do not include any
adjustments that would be required if they were not prepared on a going
concern basis.
RISK MANAGEMENT
In order to execute the Group's strategy, the Company and its subsidiaries
will be exposed to both financial and non-financial risks. The Board has
overall responsibility for the Group's risk management and it is the Board's
role to consider whether those risks identified by management are acceptable
within the Group's strategy and risk appetite. The Board therefore
periodically reviews the principal risks and considers how effective and
appropriate the controls that management has in place to mitigate the risk
exposure are and will make recommendations to management accordingly.
As the Company had not completed an investment or acquisition in the year, it
has limited financial statements and/or historical financial data, and limited
trading history. As such, the Company during the year was subject to the risks
and uncertainties associated with an early-stage acquisition company,
including the risk that the Company will not achieve its investment objectives
and that the value of any investment or acquisition could decline and may
result in the partial or complete loss of capital invested. The past
performance of investee companies or assets managed by the Directors will not
necessarily be a guide to future business, results of operations, financial
condition or prospects of the Company.
In order to mitigate against these risks, the Directors continue to undertake
thorough due diligence on investment opportunities and acquisition targets, to
a level considered reasonable and appropriate by the Company on a case-by-case
basis, including the potential commissioning of third-party specialist reports
as appropriate. Following completion of any investment or acquisition, it is
intended that any investments or assets will be overseen by the Directors and
assisted by the Company's professional advisers.
Financial Risk Management
The Directors consider the Group to be exposed to the following financial
risks:
a. Price risk: the price paid for securities is subject to market movement that
may have an impact on the operations of the Group when raising finance;
b. Cash flow interest rate risk: the Group has cash balances which exposed it to
movement in the market interest rates; and
c. Liquidity risk: the Group manages its cash requirements through detailed
forecasting and planning for the amount and timing of payments and receipts of
interest income, to ensure cash resources are available when required.
Given the relatively small size and operation of the Group in the year, the
Directors have not delegated the responsibility of risk monitoring to a
sub-committee of the Board, but closely monitor the risks on a periodic basis.
The Directors consider their exposure in the financial year to have been low.
Refer to note 15 for assessment of the risks arising from financial
instruments.
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2025 did not
materially change from those set out in AC8's Prospectus dated 14 July 2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only two
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture, however the Company will continue to review this
position as it executes its investment and acquisition strategy.
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the year.
POST BALANCE SHEET EVENTS
Refer to note 22 of the consolidated financial statements.
SHARE CAPITAL
Details of the Company's share capital is set out in note 16. The Company's
share capital consists of one class of ordinary share, which does not carry
rights to fixed income. As at 31 December 2025, there were 750,000 ordinary
shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 15 April 2026, the Company had been advised of the following notifiable
interests (whether directly or indirectly held) in voting rights.
Name Shareholding Percentage
David Williams 275,000 36.7%
Hargreaves Lansdown (Nominees) Limited 106,528 14.2%
Giles Willits 100,000 13.3%
Bank of New York Nominees Limited 65,900 8.8%
Transact Nominees Limited 30,000 4.0%
David Morris 25,000 3.3%
Tessera Investment Management Limited 25,000 3.3%
Lawshare Nominees Limited Dealing Account 25,000 3.3%
As at 15 April 2026, the Directors in aggregate held 375,000 ordinary shares,
which represents 50.0 per cent. of the Company's issued share capital.
COMPANY DIRECTORS
The Directors during the year and summaries of their experience are set out
below.
David Williams Non-Executive Chairman (aged 73)
David has over 40 years' experience in investment markets, serving as Chairman
in executive and non-executive capacities for a number of public and private
companies. He has overseen the development of these companies, raising in
excess of £1 billion of capital to support both organic and acquisitive
growth initiatives.
David was the original founder of Marwyn Capital LLP, the award-winning
investment management company. David was also formerly Chairman of
Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics Plc (AIM:
OBD), and Non-Executive Director of Breedon Group plc (LSE: BREE). He
currently serves as Non-executive Chairman of Main Market listed Red Capital
Plc (LSE: RED) and Bay Capital Plc (LSE: BAY).
Giles Willits Non-Executive Director (age 59)
Giles has more than 22 years' experience in senior leadership and financial
roles in multiple household name businesses. He is Chief Executive Officer of
Intuitive Investments Group plc (LSE: IIG), an investment company
concentrating on fast growing and/or high potential technology and life
sciences businesses. Prior to this, Giles was Chief Financial Officer and
board director of IG Design Group plc (AIM: IGR), the world's largest consumer
gift packaging organisation.
Previously Giles was Chief Financial Officer of Entertainment One Ltd. (LSE:
ETO), having joined prior to its admission to trading on AIM in 2007, during
which time the business grew organically and through acquisitions to a market
capitalisation of over £1 billion, becoming a FTSE250 premium listed
organisation. He was also formerly Director of Group Finance at J Sainsbury
plc and qualified as a chartered accountant at PricewaterhouseCoopers.
During his extensive career, Giles has completed numerous corporate
acquisitions as part of buy-and-build strategies, acquiring private and
publicly listed companies, stepping companies up from AIM to the Main Market,
as well as leading on equity and debt financings in support of organic growth
and acquisition activity.
The Directors who held office during the year and their beneficial interest in
the share capital of the Company at 31 December 2025 were as follows:
31 December 2025
David Williams 275,000
Giles Willits 100,000
375,000
DIRECTORS REMUNERATION
The Chairman and Non-Executive Director are each entitled to fees of £20,000
each per annum for their respective roles within the Company, as per their
service agreements entered into on 13 July 2021. During the year, £1,333 of
Director fees were accrued (2024: £10,339). There are no other benefits paid
to Directors outside of their service fees, save for ordinary course
reimbursable expenses properly incurred in the performing of their duties as
Directors. The Company does not operate a pension scheme.
Salary Benefits in kind 31 December 2025 Total
Director £ £ £
David Williams 20,000 - 20,000
Giles Willits 20,000 - 20,000
40,000 - 40,000
In addition to the Directors' fee entitlements outlined above, the Directors
are also participants in the Subco Incentive Scheme as detailed below.
SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will depend to a high
degree on the future performance of key employees and advisers in executing
and supporting the Company's growth strategy. The Company has therefore
established equity-based incentive arrangements which are, and will continue
to be, an important means of retaining, attracting and motivating key
employees, consultants and advisers, and also for aligning the interests of
the Directors with those of shareholders.
On 27 May 2021, the Group created a new Subco Incentive Scheme within its
wholly owned subsidiary Acceler8 Ventures Subco Limited. Under the terms of
the Subco Incentive Scheme, scheme participants are only rewarded if a
predetermined level of shareholder value is created over a three to five year
period or upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue of any new
ordinary shares and taking into account dividends and capital returns
("Shareholder Value"), realised by the exercise by the beneficiaries of a put
option in respect of their shares in Subco and satisfied either in cash or by
the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled up to 15 per
cent. of the Shareholder Value created, subject to such Shareholder Value
having increased by at least 12.5 per cent. per annum compounded over a period
of between three and five years from Admission, or following a change of
control of the Company or Subco.
In order to implement the Subco Incentive Scheme, the Company as sole
shareholder of Subco, approved the creation of a new share class in Subco (the
"B Shares"). At the same time the Subco's existing ordinary shares were
redesignated A Shares. The B Shares do not have voting or dividend rights.
On 27 May 2021, David Williams, Chairman of the Company, Giles Willits, a
Non-Executive Director of the Company, and Kathleen Long and Anthony Morris,
Directors of Tessera Investment Management Limited ("Tessera"), became the
first participants in the Subco Incentive Scheme ("Founder Participants"), and
as such, the proportion of Shareholder Value attaching to the Subco Incentive
Scheme is 2.9 per cent. of a total cap of 15 per cent.
The Founder Participants and their respective holdings are outlined below.
Participant Subco B shares held
David Williams 1,667
Giles Willits 24,000
Kathleen Long 1,667
Anthony Morris 1,666
29,000
As announced on 8 April 2026, the Company intends, on completion of the
Proposed Transaction, to void the Subco Incentive Scheme with no payout to
participants.
CORPORATE GOVERNANCE
As a Jersey company and a Shell Company (Equity Shares) on the London Stock
Exchange, under the new UK Listing Rules ("UKLR"), the Company is not required
to comply with the provisions of the UK Corporate Governance Code 2018.
Furthermore, there is no applicable regime of corporate governance to which
the directors of a Jersey company must adhere over and above the general
fiduciary duties and duties of care, skill and diligence imposed on such
directors under Jersey law. Notwithstanding this, the Directors are committed
to maintaining high standards of corporate governance and will be responsible
for carrying out the Company's objectives and implementing its business
strategy.
All investment, acquisition, divestment and other strategic decisions are
considered and determined by the Board. At present, the Board reviews
investment and acquisition opportunities on an as required basis, and meets
regularly with its Strategic Advisor to discuss possible inorganic growth
opportunities, as well as monitor deal flow and investment and acquisitions in
progress, and review the Company's strategy to ensure that it remains aligned
to the delivery of shareholder value. Those investment and acquisition
opportunities that are assessed by the Board (with support from its Strategic
Advisor) are considered in light of the investment and acquisition criteria as
detailed in the Company's Admission Document. In addition, as part of the
investment and acquisition screening process, the Company will augment Board
and Strategic Advisor capability on a case by case basis as required with
industry and operating partner input, where deep domain expertise can be
accessed. The Board provides leadership within a framework of prudent and
effective controls. The Board has established the corporate governance values
of the Company and has overall responsibility for setting the Company's
strategic aims, defining the business plan and strategy and managing the
financial and operational resources of the Company.
In this regard, the Board, so far as is practicable given the Company's size
and stage of its development, has voluntarily adopted the 2023 QCA Code as its
chosen corporate governance framework. There are certain provisions of the QCA
Code which the Company will not adhere to currently, and their adoption will
be delayed until such time as the Directors believe it is appropriate to do
so. It is anticipated that this will occur concurrently with the Company's
first material investment or acquisition. Details on how the Company applies
the ten principles of the 2023 QCA Code are set out below and on the Company's
website at www.acceler8.ventures (http://www.acceler8.ventures) .
Principles of the QCA Code How the Company has complied
1 Establish a purpose, strategy and business model which promote long-term value This is outlined in the Directors Report on page 4.
for shareholders
2 Promote a corporate culture that is based on ethical values and behaviours The Board operates an open and inclusive culture which is reflected in the way
that the Board conducts itself. As the Company has only two Directors, the
Board will formally assess and monitor corporate culture following the first
acquisition / investment.
3 Seek to understand and meet shareholder needs and expectations The Chair is the Group's principal spokesperson with investors, fund managers,
the press and other interested parties. As well as the Annual General Meeting
with shareholders, the other Directors may give formal presentations at
investor road shows following the announcement of interim and full year
results.
Notice of this year's Annual General Meeting will shortly be sent to
shareholders.
As noted below, there are no material environmental or social matters to
report to investors at this stage of the Company's development.
4 Take into account wider stakeholder interests, including social and Given the Company's size and stage of development, the Directors have no
environmental responsibilities and their implications for long-term success material environmental or social issues to report at this juncture. This
will be reviewed with the relevant KPI's following execution of its investment
and acquisition strategy alongside the development of a corporate and social
responsibility policy.
5 Embed effective risk management, internal controls and assurance activities, This is outlined in the Risk Management section on page 6 and the Internal
considering both opportunities and threats, through the organisation Controls section below on page 12. An audit, remuneration and nomination
committee will be implemented following the Company's first acquisition with
appropriate terms of reference in addition to an enhanced risk management and
governance framework tailored to the operating assets and strategic direction
of the enlarged entity.
6 Establish and maintain the board as a well-functioning balanced team led by The Directors have the necessary up-to-date experience, skills and
the chair capabilities required for the Board as outlined on pages 7-8.
The Directors commit sufficient time to discharge their duties as directors of
the Company, and meet the expectations of their respective roles. There is
no maximum time commitment specified, and outside of formal board meetings,
the Directors devote additional time to the Company in respect of preparatory
work and ad hoc meetings, particularly when the Company undergoes increased
corporate activity.
During the year, each Director attended all four of the formally scheduled
quarterly Board meetings of the Company. The Board will be augmented with
suitably qualified additional executive and non-executive directors including
independents following the first acquisition / investment.
7 Maintain appropriate governance structures and ensure that individually and The Chair is responsible for leading the Board and ensuring that the Group
collectively the directors have the necessary up-to-date experience, skills maintains an appropriate corporate governance framework. The Board, so far
and capabilities as is practicable given the Company's size and stage of its development, has
voluntarily adopted the 2023 QCA Code as its chosen corporate governance
framework, and compiles with those principles that the Board believe are
appropriate for the Company given it has no employees nor any operations.
Each Director has substantial experience operating within publicly listed
organisations, performing executive and non-executive roles. Whilst the
Company does not currently provide any formal Board training, it is through
the Directors other executive and non-executive roles, and past experiences,
that they maintain the necessary skills and capabilities to discharge their
duties. Where specialist advice is sought for certain matters, the Directors
will consult with Company advisers. In the year, the Directors utilised
Mayer Brown International LLP (Company counsel) and Tessera Investment
Management Limited (strategic advice, capital markets and M&A) and Joh.
Berenberg, Gossler & Co. KG (financial advisor and Rule 3 advisor) as it
relates to the Proposed Transaction announced on 8 April 2026.
8 Evaluate board performance based on clear and relevant objectives, seeking In the year, the Board evaluation process was limited to an ongoing informal
continuous improvement evaluation of the performance of the Board by each Director. This will be
replaced by a formal, annual evaluation process once the Group has completed
its first acquisition covering the Board and Committees, including succession
planning.
9 Establish a remuneration policy which is supportive of long-term value With no employees and no operations, the Group is focused on cost control and
creation and the company's purpose, strategy and culture pays only minimal fees to the Directors as part of their service contracts.
The principle around remuneration as detailed in the Company's prospectus
remains unchanged; an incentivisation programme that is designed to drive
value and build towards future monetisation events where participants are only
rewarded for the delivery of shareholder value over a sustained period, and
therefore have interests aligned with shareholders
10 Communicate how the company is governed and is performing by maintaining a The Board will continue to monitor its application of the 2023 QCA Code and
dialogue with shareholders and other key stakeholders revise its governance framework as appropriate as the Group evolves.
The Board recognises the importance of maintaining regular dialogue with
shareholders to ensure that the Group's strategy is communicated and to
understand the expectations of our shareholders.
As noted above, audit and remuneration committee reports will be published
following the Company's first acquisition and formation of these committees.
ROLE OF THE BOARD
The Board is responsible for the management of the business of the Group,
setting the strategic direction of the Group and establishing the policies of
the Group. It is the Directors' responsibility to oversee the financial
position of the Group and monitor the business and affairs of the Group, on
behalf of the shareholders, to whom they are accountable. The primary duty of
the Directors is to act in the best interests of the Group and Company at all
times. The Board also addresses issues relating to internal control and the
Group's approach to risk management and has formally adopted an
anti-corruption and bribery policy.
The Group does not have a separate investing committee and therefore the Board
as a whole will be responsible for sourcing acquisitions and ensuring that
opportunities are in conformity with the Group's strategy.
The Group holds four formal Board meetings a year, with unscheduled meetings
as matters arise which require the attention of the Board. The Directors
commit sufficient time to discharge their duties as directors of the Company,
and meet the expectations of their respective roles. There is no maximum
time commitment specified, and outside of formal board meetings, the Directors
devote additional time to the Company in respect of preparatory work and ad
hoc meetings, particularly when the Company undergoes increased corporate
activity.
During the year, each Director attended all four of the formally scheduled
quarterly Board meetings of the Company.
The Group has not adopted a formal policy on diversity; however, it is
committed to a culture of equal opportunities for all, regardless of age, race
or gender. The Board is currently made up of two male directors and there
are no other employees in the Company.
INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and monitoring the
Group's systems of internal control. Although no system of internal control
can provide absolute assurance against material misstatement or loss, the
Group's systems are designed to provide the Directors with reasonable
assurance that problems can be identified on a timely basis and dealt with
appropriately.
The Group maintains an appropriate process for financial reporting. The annual
budget is reviewed and approved by the Board before being formally adopted.
Other key procedures that have been established and which are designed to
provide effective control are as follows:
Management structure - The Board meets regularly on a formal and informal
basis to discuss all issues affecting the Group.
Investment appraisal - The Group has a robust framework for investment
appraisal and approval is required by the Board, where appropriate.
Share dealing and inside information - the Company has adopted a share dealing
code regulating trading and confidentiality of inside information for the
Directors and other persons discharging managerial responsibilities (and their
persons closely associated) which contains provisions appropriate for a
company whose shares are admitted to trading on the Official List
(particularly relating to dealing during closed periods which will be in line
with the Market Abuse Regulation). The Company takes all reasonable steps to
ensure compliance by the Directors and any relevant employees with the terms
of that share dealing code.
The Board reviews the effectiveness of the systems of internal control and
considers the major business risks and the control environment. No significant
deficiencies have come to light during the year and no weaknesses in internal
financial control have resulted in any material losses, or contingencies which
would require disclosure, as recommended by the guidance for Directors on
reporting on internal financial control.
The Directors are focused on careful management of the Group's cash and
financial resources through Board level approvals. At such time that the Group
completes an acquisition, the Directors anticipate that the Group's financial
position and prospects procedures regime will be updated and expanded as
necessary to cater for the nature of the Group's business following completion
of its inaugural investment or acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post
the year end for on going business as usual matters as well as specialist
advice in relation to the Company's Proposed Transaction announced on 8 April
2026, and its related interactions with the FCA and the Takeover Panel:
Mayer Brown International LLP and Ogier (Jersey) LLP - legal
Tessera Investment Management Limited - strategic advice, capital markets and
M&A
Joh. Berenberg, Gossler & Co. KG, London Branch - financial advisor and
Rule 3 advisor
JTC (Jersey) Limited - company secretarial, governance and regulatory filings
CONFLICTS OF INTEREST
A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company. The Board has satisfied itself that it has
maintained suitable protocols to ensure it appropriately managed any perceived
or actual conflicts of interest where the Directors have appointments on the
Boards of, or relationships with, companies outside the Company. Furthermore,
the Board requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest, and therefore believes
it has a robust framework to deal with any conflict of interest should it
arise.
DISCLOSURE OF INFORMATION TO THE AUDITOR
So far as the Directors are aware, there is no relevant audit information of
which the Group and Company's independent auditor is unaware, and each
Director has taken all the steps that he ought to have taken as a Director in
order to make himself aware of any relevant audit information and to establish
that the Group and Company's independent auditor is aware of that information.
The Directors confirm to the best of their knowledge that:
· the financial statements, prepared in accordance with the relevant financial
reporting framework, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group and Company and the
undertakings included in the consolidation taken as a whole;
· the Chairman's Statement and Report of the Directors includes a fair review of
the development and performance of the business and the position of the Group
and Company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties
that they face; and
· the annual report and accounts, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to
assess the Group and Company's position and performance, business model and
strategy.
INDEPENDENT AUDITOR
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson
LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an
audit registration with the engagement transitioning to MHA Audit Services
LLP. The independent auditor, MHA, will be proposed for re-appointment at
the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
29 April 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Directors' report and the
financial statements in accordance with applicable law and regulations.
Jersey Company law requires the directors to prepare financial statements for
each financial year. Under that law the Directors have elected to prepare the
consolidated financial statements in accordance with International Financial
Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company
financial statements in accordance with FRS 101 "Reduced disclosure
Framework", the Financial Reporting Standard applicable in the UK. Under
company law, the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs
of the Group and Company and of the profit or loss of the Group for that year.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether the Group financial statements have been prepared in accordance
with IFRS as adopted by the United Kingdom;
· state whether the Company financial statements have been prepared in
accordance with FRS 101 "Reduced disclosure framework"; and
· prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Group and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial statements
comply with the Companies (Jersey) Law 1991. They are also responsible for
safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The maintenance and integrity of the Group's website is the responsibility of
the Directors. The work carried out by the independent auditors does not
involve the consideration of these matters and, accordingly, the independent
auditors accept no responsibility for any changes that may have occurred in
the accounts since they were initially presented on the website. Legislation
in Jersey governing the preparation and dissemination of the accounts and the
other information included in annual reports may differ from legislation in
other jurisdictions.
Consolidated statement of comprehensive income
For the year ended 31 December 2025
2025 2024
Note £ £
Administrative expenses (172,772) (160,996)
Operating loss 6 (172,772) (160,996)
Finance income 7 182 516
Finance expense 7,14 (24,044) -
Change in fair value of derivative 14 29,545 -
Loss on ordinary activities before taxation (167,089) (160,480)
Taxation charge 8 - -
Loss and total comprehensive loss for the year (167,089) (160,480)
Loss per share
Basic and diluted 9 (£0.22) (£0.21)
Loss attributable to:
Owners of the parent company (167,089) (160,480)
Non-controlling interests - -
All activities in both the current and the prior period relate to continuing
operations.
The notes below form part of these consolidated financial statements.
Consolidated statement of financial position
As at 31 December 2025
31 December 31 December 31 December 31 December
2025 2025 2024 2024
Note £ £ £ £
Current assets
Cash and cash equivalents 11 209,224 113
Trade and other receivables 12 7,645 7,472
Total current assets 216,869 7,585
Total assets 216,869 7,585
Current liabilities
Trade and other payables 13 55,510 53,949
Total current liabilities 55,510 53,949
Non-current liabilities
Convertible loan notes 14 374,499 -
Total non-current liabilities 374,499 -
Total liabilities 430,009 53,949
Net liabilities (213,140) (46,364)
Equity
Issued share capital 16 7,500 7,500
Share premium account 17 729,598 729,598
Capital redemption reserve 17 2 2
Share-based payment reserve 19 1,399 1,086
Non-controlling interest 17 67 67
Retained deficit 17 (951,706) (784,617)
Total deficit (213,140) (46,364)
The consolidated financial statements were approved and authorised for issue
by the Board on 29 April 2026 and were signed on its behalf by:
David Williams
Chairman
The notes below form part of these consolidated financial statements.
Consolidated statement of changes in equity
For the year ended 31 December 2025
Share capital Share premium account Capital redemption reserve Share- based payment reserve Non-controlling interest Retained deficit Total
Note £ £ £ £ £ £ £
At 31 December 2023 7,500 729,598 2 772 67 (624,137) 113,802
Loss for the year - - - - - (160,480) (160,480)
Transactions with owners in their capacity as owners:
Share-based payment charge 19 - - - 314 - - 314
At 31 December 2024 7,500 729,598 2 1,086 67 (784,617) (46,364)
Loss for the year - - - - - (167,089) (167,089)
Transactions with owners in their capacity as owners:
Share-based payment charge 19 - - - 313 - - 313
At 31 December 2025 7,500 729,598 2 1,399 67 (951,706) (213,140)
The notes below form part of these consolidated financial statements.
Consolidated statement of cash flows
For the year ended 31 December 2025
2025 2024
£ £
Operating activities
Loss before taxation (167,089) (160,480)
Adjustments for:
Finance income (182) (516)
Finance expense 24,044 -
Change in fair value of derivative (29,545) -
Share-based payment charge 313 314
Operating cash flows before changes in working capital (172,459) (160,682)
Increase in trade and other receivables (32) (583)
Increase in trade and other payables 1,561 255
Net cash outflows from operating activities (170,930) (161,010)
Investing activities
Interest received 41 682
Net cash inflow from investing activities 41 682
Financing activities
Proceeds from issue of convertible loan notes 380,000 -
Net cash inflow from financing activities 380,000 -
Net increase / (decrease) in cash and cash equivalents 209,111 (160,328)
Cash and cash equivalents at beginning of the year 113 160,441
Cash and cash equivalents at end of the year 209,224 113
Please refer to note 20 for a reconciliation of changes in liabilities arising
from financing activities.
The notes below form part of these consolidated financial statements.
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025
1 General information
The Company is a public limited company incorporated and domiciled in Jersey,
whose shares are publicly traded on the London Stock Exchange as a Shell
Company (Equity Shares). The Company is the parent company of Acceler8
Ventures Subco Limited (a private company under the laws of Jersey with
registered number 134587), and together form the "Group".
The address of its registered office is 28 Esplanade, St. Helier, Channel
Islands, JE2 3QA, Jersey.
The Group has been incorporated for the purpose of identifying suitable
acquisition opportunities in accordance with the Group's investment and
acquisition strategy with a view to creating shareholder value. The Group will
retain a flexible investment and acquisition strategy which will, subject to
appropriate levels of due diligence, enable it to deploy capital in target
companies by way of minority or majority investments, or full acquisitions
where it is in the interests of shareholders to do so. This will include
transactions with target companies located in the UK and internationally.
2 Material accounting policies
The accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in these consolidated financial
statements.
The principal policies adopted in the preparation of the consolidated
financial statements are as follows:
(a) Basis of preparation
These consolidated financial statements have been prepared in accordance with
the requirements of International Financial Reporting Standards as adopted by
the United Kingdom ("IFRS") and the requirements of the Companies (Jersey) Law
1991.
The consolidated financial statements are prepared on the historical cost
basis.
The comparative figures presented cover the year ended to 31 December 2024.
(b) Basis of consolidation
The consolidated financial statements present the results of the Company and
its subsidiaries (the "Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore eliminated in
full.
Where the Group has control over a Company, it is classified as a subsidiary.
The Group controls a Company if all three of the following elements are
present: power over the Company, exposure to variable returns from the
Company, and the ability of the Group to use its power to affect those
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the consolidated statement of
financial position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair values at the
acquisition date. The acquisition related costs are included in the
consolidated statement of comprehensive income on an accruals basis. The
results of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained.
(c) Functional and presentational currency
The Group's functional and presentational currency for these financial
statements is the pound sterling.
(d) Going concern
The Group and Company's unaudited cash balance as at 29 April 2026 was
£1,055,942. As a result, the Directors believe the Company has sufficient
working capital to fund all budgeted "as incurred" costs associated with
pursuing the Proposed Transaction (as explained in note 22), including in the
event that the transaction does not complete. However, in the event of an
abort, the Company would likely require recapitalisation to continue operating
as an acquisition vehicle thereafter.
As part of the enlarged group in the event the Proposed Transaction completes,
the company will have sufficient funds to execute operations. In the event
an abort occurred, successful recapitalisation, including the timing and
amount of such, are matters that are not entirely within the control of the
Directors, and thus represent material uncertainties that may cast significant
doubt on the Company's ability to continue as a going concern.
Notwithstanding the above, the Directors, therefore, have made an informed
judgement at the time of approving the financial statements, that there is a
reasonable expectation that, on successful completion of the Proposed
Transaction, the Group and Company will have adequate resources to continue in
operational existence for the foreseeable future. As a result, the Directors
have adopted the going concern basis of accounting in preparing the annual
financial statements. The accompanying financial statements do not include any
adjustments that would be required if they were not prepared on a going
concern basis.
(e) Interest receivable
Interest receivable is recognised on a time-proportion basis using the
effective interest rate method.
(f) Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the income statement except to the extent that it relates to
items recognised in other comprehensive income or directly in equity, in which
case it is recognised in other comprehensive income or equity respectively.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates and laws enacted or substantively enacted
at the statement of financial position date.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit other
than in a business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates and laws enacted or substantively enacted at
the statement of financial position date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the temporary
difference can be utilised.
(g) Equity
Equity comprises share capital, share premium, capital redemption reserve,
share-based payment reserve, non-controlling interests and retained deficit.
Share capital is measured at par value.
Please see note 17 for further details on reserves.
(h) Financial instruments
Financial instruments are measured as set out below. Financial instruments
carried on the statement of financial position include cash and cash
equivalents, other receivables, accruals and convertible loan notes.
Financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits with
an original maturity of three months or less from inception, held for meeting
short term commitments. Cash and cash equivalents are carried in the
statement of financial position at cost.
Other receivables
Other receivables comprise interest receivable on cash balances and are
carried in the statement of financial position at amortised cost less
provision for expected credit losses.
Financial liabilities
Fair value through profit or loss
This category comprises the embedded derivative component of the 2025 Notes as
outlined in note 14. The embedded derivative is carried in the consolidated
statement of financial position at fair value with changes in fair value
recognised in the consolidated statement of comprehensive income.
Other financial liabilities
This category includes accruals and the debt host liability component of the
2025 Notes which are measured at amortised cost using the effective interest
method. Refer to note 14 for further detail on the 2025 Notes.
(i) Share-based payments
The Group operates an equity-settled share-based payment plan. The fair value
of the employee services received in exchange for the grant of options is
recognised as an expense over the vesting period, based on the Group's
estimate of awards that will eventually vest, with a corresponding increase in
equity as a share-based payment reserve.
This plan includes market-based vesting conditions for which the fair value at
grant date reflects and are therefore not subsequently revisited. The fair
value is determined using a binomial model.
(j) Related party transactions
The Group discloses transactions with related parties which are not wholly
owned with the same group. It does not disclose transactions with members of
the same group that are wholly owned.
(k) Accounting standards issued
The following amendments to standards were issued and adopted in the year,
with no material impact on the financial statements (all effective for annual
periods beginning on or after 1 January 2025):
· Amendment to IAS 21 - The Effects of Changes in Foreign Exchange Rates - Lack
of exchangeability.
There were no other new accounting standards issued that have
been adopted in the year.
(l) Standards in issue but not yet effective
At the date of authorisation of these financial statements there were
amendments to standards which were in issue, but which were not yet effective,
and which have not been applied. The principal ones are detailed below.
The Directors do not expect the adoption of these amendments to standards to
have a material impact on the financial statements, with the exception of
presentational changes as a result of IFRS 18 Presentation and Disclosure in
Financial Statements. Given that IFRS 18 is not effective until the period
beginning 1 January 2027, the impact assessment of this standard is ongoing
and will be considered further in the coming years.
Effective for periods beginning on or after 1 January 2026:
· Amendments to IFRS 7 and IFRS 9 Financial Instruments - The classification and
measurement of financial instruments
· Annual improvements to IFRS Accounting Standards - Volume 11 (including minor
amendments to IFRS 1 First-time Adoption of International Financial Reporting
Standards, IFRS 7, IFRS 9, IFRS 10 Consolidated Financial Statements, and IAS
7)
· Disclosures about Uncertainties in the Financial Statements - In November 2025
the Board issued Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS
1, IAS 8, IAS 36 and IAS 37 - Disclosures about Uncertainties in the Financial
Statements ("the examples"), which added illustrative examples to several IFRS
accounting standards. These Illustrative Examples do not have an effective
date however, companies are expected to implement any change in their
reporting on a timely basis.
Effective for periods beginning on or after 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
3 Accounting estimates and judgements
In preparing the consolidated financial statements, the Directors have to make
judgments on how to apply the Group's accounting policies and make estimates
about the future. Actual results may vary from the estimates used to produce
these financial statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such estimates and judgements include:
Valuation of derivative financial instruments
The conversion option on the 2025 Notes issued by the Group is an embedded
derivative which was valued using a binomial lattice option model. This
methodology of determining fair value is reliant upon estimates including the
Company's future share price volatility and probability of an early conversion
following an initial transaction. The sensitivity of the valuation to these
estimates is considered in note 14.
4 Employees
Staff costs, including Directors, consist of:
2025 2024
£ £
Wages and salaries 40,000 40,000
Social security costs 2,190 1,504
42,190 41,504
2025 2024
Number Number
The average number of employees, including Directors, during the year was:
2 2
5 Key management personnel
The Company Directors are considered the only key management personnel and
their remuneration was as follows:
2025 2024
£ £
Salary 40,000 40,000
40,000 40,000
6 Operating loss
2025 2024
£ £
This has been arrived at after charging:
Professional services 81,596 71,460
Fees payable to the Company's independent auditor for the audit of the parent 26,000 25,000
and consolidated accounts
7 Finance Income and Expense
2025 2024
£ £
Finance Income
Bank interest receivable 182 516
Total Finance Income 182 516
Finance Expense
Convertible loan note - unwinding of discount 24,044 -
Total Finance Expense 24,044 -
8 Taxation
2025 2024
£ £
Jersey corporation tax
Corporation tax on loss for the year - -
Total taxation on loss on ordinary activities - -
2025 2024
£ £
Loss before tax (167,089) (160,480)
Tax for financial service companies at 10% (2024: 10%) (16,709) (16,048)
Effect of:
Tax losses on which a deferred tax asset has not been recognised 16,709 16,048
Total taxation on loss on ordinary activities - -
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which the deductible temporary
differences and carry forward tax losses/credits can be utilised. Accordingly,
the Group has not recognised deferred tax assets in respect of deductible
temporary differences and carry forward tax losses as at 31 December 2025 and
31 December 2024 respectively, as it is not probable at year end that relevant
taxable profits will be available in future based on the current activities of
the Group as a holding group. There are no expiry dates on these tax losses as
at the year end. The unrecognised deferred tax asset is summarised below:
Tax losses and unrecognised deferred tax asset carried forward 2025 2024
£ £
Cumulative temporary differences and carry forward tax losses 951,706 784,617
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate
at the date of signing the financial statements)
95,171 78,462
9 Earnings per share
Earnings per share ("EPS") is calculated by dividing the loss after tax for
the year by the weighted average number of shares in issue for the year, these
figures being as follows:
2025 2024
£ £
Loss used in basic and diluted EPS, being loss after tax (167,089) (160,480)
Adjustments:
Share-based payment charge 313 314
Adjusted earnings used in adjusted EPS (166,776) (160,166)
The basic and diluted loss per share for the years ended 31 December 2025 and
31 December 2024 are the same as the result for both years were a loss, and
therefore the Subco Incentive Scheme share options (note 19) and the
convertible loan note options (note 14) would be anti-dilutive, however they
may become dilutive in future periods. Therefore, the dilutive loss per
share is considered as the same as the basic loss per share.
2025 2024
Number Number
Weighted average number of ordinary shares of 1p each used as the denominator
in calculating basic and diluted EPS
750,000 750,000
Loss per share
Basic and diluted (£0.22) (£0.21)
Adjusted - basic and diluted (£0.22) (£0.21)
10 Subsidiaries
The Company directly owns the ordinary share capital of its subsidiary
undertakings as set out below:
Subsidiary Nature of business Country of incorporation Proportion of A ordinary shares held by Company Proportion of B ordinary shares held by Company
Acceler8 Ventures Subco Limited Intermediate holding company Jersey, Channel Islands 100 per cent. 0 per cent.
The address of the registered office of Acceler8 Ventures Subco Limited (the
"Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The
Subco was incorporated on 25 March 2021.
The A ordinary shares have full voting rights, full rights to participate in a
dividend and full rights to participate in a distribution of capital. The B
ordinary shares have been issued pursuant to the Company's Subco Incentive
Scheme.
11 Cash and cash equivalents
2025 2024
£ £
Cash and cash equivalents 209,224 113
209,224 113
12 Trade and other receivables
2025 2024
£ £
Other receivables 144 3
Prepayments 7,501 7,469
7,645 7,472
13 Trade and other payables
2025 2024
Current trade and other payables £ £
Accruals 43,670 43,121
Wages payable 11,840 10,828
55,510 53,949
14 Convertible loan notes
On 28 August 2025, the Company raised £380,000 through the issue of unsecured
convertible loan notes (the "2025 Notes") at an interest rate of 8% per annum,
accrued daily and compounded annually. Conversion of the 2025 Notes into
ordinary shares of the Company is automatic, and immediately prior to
completion of an initial transaction (having the meaning set out in UKLR
13.4.1) or on the third anniversary of issue if no initial transaction
occurs. The conversion price is the lower of £1.00 per share, and a 30%
discount to the prevailing share price (initial transaction price or 20-day
VWAP at the third anniversary of issue).
The 2025 Notes are a hybrid financial instrument whereby a debt host liability
component and embedded derivative liability component was determined at
initial recognition. The conversion option did not satisfy the fixed for
fixed equity criterion as the number of shares issued is variable and based on
the future share price of the Company. The fair value of the embedded
derivative liability is determined first and the residual amount is assigned
to the debt host liability.
The debt host liability is accounted for using the amortised cost basis with
an effective interest rate of 41.95%. The effective interest rate is the
discount rate that discounts the debt host liability's estimated future
contractual cashflows over its expected life to the initial carrying amount of
the debt host.
There were no directly attributable transaction costs associated with the
issue of the 2025 Notes.
Fair value measurement
The initial recognition of the embedded derivative conversion feature has been
recognised as a liability on the balance sheet with any changes to the fair
value of the derivative recognised in the income statement. It has been fair
valued using a binomial lattice valuation model which incorporate assumptions
including share price, expected volatility, risk-free interest rate, expected
term, coupon, and the probability and timing of conversion. Changes in these
assumptions affect the reported fair value of the embedded derivative. The
binomial lattice valuation model was used to value the embedded derivative on
issue date (28 August 2025) and at year end 31 December 2025. The
assumptions for the valuation of the embedded derivative at initial
recognition and year end are shown below:
31-Dec-25 28-Aug-25
Company share price £0.80 £1.05
Expected volatility of share price 38.18% 41.27%
Expected life of options 2.7 years 3 years
Risk-free rate 3.75% 3.75%
Probability of initial transaction 50% 50%
Fair value of embedded derivative liability £183,096 £212,641
The expected volatility was estimated by reference to the historical 3-year
volatility of the Company.
The valuation of the embedded derivative liability is prepared with the
assistance of the Directors and their advisors. The valuation methodology,
significant assumptions and resulting fair value are reviewed and approved at
each reporting date. Changes in fair value hierarchy classification,
valuation techniques and key assumptions are considered as part of the
period-end financial reporting process.
The fair value of the embedded derivative at initial recognition was
£212,641. As the proceeds received from the 2025 Notes was £380,000, the
residual allocated to the debt host liability was £167,359.
The fair value of the embedded derivative is a level 3 recurring fair value
measurement. A reconciliation of the opening and closing fair value balance
is provided below:
2025
£
Opening liability balance (level 3 recurring fair value) -
Issues 212,641
(Gains) / losses recognised in profit or loss
Unrealised change in fair value (29,545)
Closing liability balance (level 3 recurring fair value) 183,096
The valuation technique and significant unobservable inputs used in
determining the fair value measurement as well as the inter-relationship
between key unobservable inputs and fair value is detailed in the table below.
Valuation technique Significant unobservable inputs Inter-relationship between key unobservable inputs and fair value
Binomial lattice model Expected volatility of share price A higher expected volatility would generally increase the fair value of the
embedded derivative liability, and a lower expected volatility would generally
decrease the fair value of the embedded derivative liability.
Binomial lattice model Probability of initial transaction An increase in the probability of conversion for this instrument will decrease
the fair value of the embedded derivative liability and a decrease in the
probability of conversion for this instrument will increase the fair value of
the embedded derivative liability.
Sensitivity analysis
The sensitivity analysis has been prepared by recalculating the fair value of
the embedded derivative liability at the reporting date using reasonably
possible alternative assumptions for each significant unobservable input,
while holding all other assumptions constant. The revised fair values
derived from those alternative assumptions have then been compared with the
base case fair value at the reporting date.
Reasonable possible alternative assumptions at the reporting date would have a
significant effect on the fair value of the embedded derivative liability as
follows:
A 30% increase / decrease to the expected volatility of the Company's share
price results in a variance of £21,021 / £19,508 in the fair value of the
embedded derivative liability respectively.
A 30% increase / decrease to the probability of an initial transaction results
in a variance of £15,462 / £18,706 in the fair value of the embedded
derivative liability respectively.
Embedded derivative liability Debt host liability Total
£ £ £
Initial recognition 212,641 167,359 380,000
Transaction costs - - -
Unwinding of discount 24,044 24,044
Change in fair value (29,545) - (29,545)
Value as at 31 December 2025 183,096 191,403 374,499
15 Financial instruments - Risk Management
The Group is exposed to the following financial risks:
- Credit risk, and
- Liquidity risk
The Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group's objectives, policies and
processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented
throughout these financial statements. There have been no substantive
changes in the Group's exposure to financial instrument risks, its objectives,
policies and processes for managing those risks or the methods used to measure
them from previous periods unless otherwise stated in this note.
(i) Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises comprise cash and cash equivalents, other receivables,
accruals, and convertible loan notes.
(ii) Financial instruments by category
Financial assets
Fair Value Amortised cost Total Fair Value Amortised cost Total
2025 2025 2025 2024 2024 2024
£ £ £ £ £ £
Current
Cash and cash equivalents - 209,224 209,224 - 113 113
Other receivables - 144 144 - 3 3
Total financial assets - 209,368 209,368 - 116 116
Financial liabilities
Fair Value Amortised cost Total Fair Value Amortised cost Total
2025 2025 2025 2024 2024 2024
£ £ £ £ £ £
Current
Accruals - 43,670 43,670 - 43,121 43,121
Wages payable 11,840 11,840 10,828 10,828
Total Current - 55,510 55,510 - 53,949 53,949
Non-current
Embedded derivative 183,096 - 183,096 - - -
Debt host liability - 191,403 191,403 - - -
Total non-current 183,096 191,403 374,499 - - -
Total financial liabilities 183,096 246,913 430,009 - 53,949 53,949
(iii) Financial risk factors
Credit risk
The Group's credit risk is wholly attributable to its cash balance. All cash
balances are held at a reputable bank in Jersey. A cash balance becomes
credit-impaired only when there is objective evidence that the bank
counterparty may not repay the full amount or access to the funds has been
impaired. The credit risk from the Group's cash balance is deemed to be low
due to the nature and size of the balance held.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due.
The Group's approach to liquidity risk is to ensure that sufficient liquidity
is available to meet foreseeable requirements and to invest funds securely and
profitably, where those funds are available to do so. As noted in the Report
of the Directors, the Group raised £380,000 fixed rate unsecured convertible
loan notes during the year to support working capital requirements in pursuit
of an initial transaction.
The following table details the contractual maturity of undiscounted financial
liabilities based on the dates the liabilities are due to be settled:
Financial liabilities:
Less than 1 year 2 to 5 Years More than 5 years Total
£ £ £ £
Accruals 55,510 55,510
Convertible loan notes 478,691 478,691
At 31 December 2025 55,510 478,691 - 534,201
Accruals 53,949 53,949
At 31 December 2024 53,949 - - 53,949
Fair value measurement
The fair value measurement of the Group's financial instruments utilises
market observable inputs and data as far as possible. Inputs used in
determining fair value measurements are categorised into different levels
based on how observable the inputs used in the valuation technique utilised
are (the "fair value hierarchy"):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (ie. Not derived from market data)
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item.
Level 1 Level 2 Level 3
Financial assets and liabilities 2025 2024 2025 2024 2025 2024
£ £ £ £ £ £
Derivative financial liabilities
183,096 -
Total 183,096 -
The carrying value of all other financial assets and financial liabilities
approximates to their fair value.
Information relating to the basis of determination of the level 3 fair value
for the convertible loan note embedded derivative is disclosed in note 14.
There were no transfers between any levels of the fair value hierarchy in the
current or prior years.
16 Share capital
Allotted, called up and fully paid
2025 2024 2025 2024
Number Number £ £
Ordinary shares of 1p each: 750,000 750,000 7,500 7,500
At 31 December 750,000 750,000 7,500 7,500
All shares are equally eligible to receive dividends and the repayment of
capital and represent one vote at the shareholders' meeting of the Company.
17 Reserves
Share premium account and retained earnings represent balances conventionally
attributed to those descriptions. The transaction costs relating to the issue
of shares was deducted from share premium.
Capital redemption reserve includes amounts in relation to deferred shared
capital.
The Group having no regulatory capital or similar requirements, its primary
capital management focus is on maximising earnings per share and therefore
shareholder return.
The non-controlling interest reserves arises out of amounts due to holders of
the B shares in Acceler8 Ventures Subco Limited.
The Directors have proposed that there will be no final dividend in respect of
2025 (2024: £Nil).
18 Share Incentive Plan
On 27 May 2021, the Group created a Subco Incentive Scheme within its wholly
owned subsidiary Acceler8 Ventures Subco Limited ("Subco"). Under the terms of
the Subco Incentive Scheme, scheme participants are only rewarded if a
predetermined level of shareholder value is created over a three to five year
period or upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue of any new
Ordinary shares and taking into account dividends and capital returns
("Shareholder Value"), realised by the exercise by the beneficiaries of a put
option in respect of their shares in Subco and satisfied either in cash or by
the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled to up to 15 per
cent. of the Shareholder Value created, subject to such Shareholder Value
having increased by at least 12.5 per cent. per annum compounded over a period
of between three and five years from admission or following a change of
control of the Company or Subco.
As announced on 8 April 2026, the Group intends to void the Subco Incentive
Scheme on completion of the Proposed Transaction with no payout to
participants.
19 Share-based payments
The Subco Incentive Scheme detailed in note 18 is an equity-settled share
option plan which allows employees and advisors of the Group to sell their B
shares to the company in exchange for a cash payment or for shares in the
Company (at the Company's election) if certain conditions are met.
These conditions include good and bad leaver provisions and that growth in
Shareholder Value of 12.5 percent compound per annum is delivered over a three
to five year period for the scheme to vest. This second condition is therefore
a market condition which has been taken into account in the measurement at
grant date of the fair value of the options.
The weighted average exercise price of the outstanding B share options is
£Nil which have a weighted average contractual life of 3 years 9 months.
29,000 B share options were issued in the nine-month period to 31 December
2021, all of which were outstanding at the current year end. No B share
options were exercised in the current or prior period. No B share options have
expired during the current or prior period.
The Group recognised £313 (2024: £314) of expenditure in the statement of
total comprehensive income in relation to equity-settled share-based payments
in the year.
The fair value of options granted during the period is determined by applying
a binominal model. The expense is apportioned over the vesting period of the
option and is based on the number which are expected to vest and the fair
value of these options at the date of grant. The inputs into the binomial
model in respect of options granted in 2021 are as follows:
Opening share price £1
Expected volatility of share price 16.67%
Expected life of options 5 years
Risk-free rate 0.71%
Target increase in share price per annum 12.5%
Fair value of options 5.397p
Expected volatility was estimated by reference to the average 5-year
volatility of the FTSE SmallCap Index.
The target increase in Shareholder Value is laid out in the Articles of
Association of the Subco and represents the compounded target annual increase
in market capitalisation (adjusted for capital raises and dividends) that
needs to be met between the third and fifth anniversary of the Group's
admission onto the Main Market of the London Stock Exchange in order for the
scheme to vest.
The Group did not enter into any share-based payment transactions with parties
other than employees and advisors during the current or prior period.
20 Note to statement of cash flows
Below is a reconciliation of non-current liabilities arising from financing
activities:
Convertible Loan Note - Debt Host Liability Convertible Loan Note - Embedded Derivative Liability Total
(Note 14) (Note 14)
£ £ £
1 January 2024 - - -
Cash flow adjustments:
Initial recognition - - -
Non cash flow adjustments:
Unwinding of discount - - -
Change in fair value - - -
Total non-current liabilities - - -
31 December 2024
Cash flow adjustments:
Initial recognition 167,359 212,641 380,000
Non cash flow adjustments:
Unwinding of discount 24,044 - 24,044
Change in fair value - (29,545) (29,545)
Total non-current liabilities 191,403 183,096 374,499
31 December 2025
21 Related party transactions
Transactions with key management personnel
Key management personnel comprise the Directors of the Company. The
remuneration of the individual Directors is disclosed in the Report of the
Directors and Directors' remuneration in note 5.
On 24 March 2025, the Directors each loaned the Company £7,500 for working
capital purposes. On 12 September 2025, the Company repaid each of the
Director loans of £7,500. The loans were interest free. There are no
other outstanding Director loans as at 31 December 2025 (2024: nil).
The ultimate parent company and the smallest and largest group to consolidate
these financial statements is Acceler8 Ventures plc. Balances and
transactions between Acceler8 Ventures plc and its subsidiary (listed in note
10), which are related parties, are eliminated on consolidation and are not
disclosed in this note.
22 Post balance sheet events
Subsequent to the year ended 31 December 2025, on 8 April 2026, the Company
announced the Proposed Transaction with IIG. Under the Proposed Transaction,
which if completed, would constitute an initial transaction under UK Listing
Rule 13.4 and reverse takeover under the Takeover Code, it is proposed that
the enlarged group's shares would be listed on the Equity Shares (Commercial
Companies) category of the Official List maintained by the Financial Conduct
Authority. The Proposed Transaction values IIG at approximately £600
million on a fully diluted basis based on the closing price per AC8 share of
80 pence on 7 April 2026. AC8 shareholders are expected to hold 0.99 per
cent. of the enlarged group share capital at admission to trading on the LSE's
main market (after the effect of a bonus issue of ordinary shares to AC8
shareholders and the conversion of all outstanding convertible loan notes).
At the date these financial statements were authorised for issue, the Group
had not announced a firm offer for IIG under Rule 2.7 of the Takeover Code,
and therefore it is not practicable to estimate the financial effect of the
Proposed Transaction.
On 21 April 2026, the Company announced that it had successfully raised £1
million through the issue of unsecured convertible loan notes (the "2026
Notes") to support working capital requirements in pursuit of the Proposed
Transaction. The 2026 Notes have an interest rate of 8% per annum that is
accrued daily and compounded annually. Conversion of the 2026 Notes into
ordinary shares of the Company is automatic, and immediately prior to
completion of an initial transaction or on the third anniversary of issue if
no initial transaction occurs. The conversion price on the basis the
Proposed Transaction is completed is 34 pence per share, or where an
alternative transaction is completed, a 30% discount to the prevailing share
price (initial transaction price or 20-day VWAP at the third anniversary of
issue).
At the same time, the Company also announced a proposed amendment to the 2025
Notes to adjust the conversion price per share to 28 pence on the basis the
Proposed Transaction completes.
23 Contingent liabilities
There are no contingent liabilities at the reporting date which would have a
material impact on the financial statements.
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