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REG - i(x) Net Zero PLC - Interim Results

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RNS Number : 0809B  i(x) Net Zero PLC  29 September 2022

29 September 2022

i(x) Net Zero PLC

("i(x) Net Zero", "i(x)" or the "Company")

Interim Results

 

i(x) Net Zero (AIM: IX.), the investing company which focuses on Energy
Transition and Sustainability in the Built Environment, is pleased to
announce its unaudited results for the six months ended 30 June 2022 ("H1
2022").

 

Unless stated otherwise, all amounts are in USD, and USD/GBP exchange rates of
1.2146 and 1.3532 have been used throughout this announcement for financials
as at 30 June 2022 and 31 December 2021, respectively.

 

 

Financial and Investment Highlights

·    Unaudited fair value of investments in i(x)'s portfolio companies
("Portfolio NAV") as at 30 June 2022 increased by 8.55% to $65.94 million (31
December 2021: $60.74 million);

 

·    Portfolio NAV per share, including cash of $11.18 million (£9.28
million), as at 30 June 2022 of $0.98 per share (£0.80 per share) (31
December 2021: $0.80 per share (£0.59 per share) based on issued number of
shares at 30 June 2022);

·    Profit of $0.51 million from continuing operations before non-cash
deferred tax provision and share-based compensation(1) (H1 2021: $37.17
million);

 

·    As at 30 June 2022, the Company had no borrowings and cash of $11.18
million (31 December 2021: no borrowings and cash of $2.13 million); and

 

·    In H1 2022, i(x) made portfolio investments of $0.50 million (H1
2021: $0.95 million).

 

Corporate and Portfolio Highlights

·    In February 2022, the Company raised gross proceeds of $14.48 million
(c.£10.68 million) ($12.13 million net (c.£9.0 million)) through the placing
of 14,056,811 ordinary shares and its enlarged issued share capital was
admitted to trading on AIM;

 

·    On 1 July 2022, Dmitri Tsvetkov joined the Company as Chief Financial
Officer, replacing Marc Chennault who became full time CFO of WasteFuel Global
LLC;

 

·    In September 2022, WasteFuel announced the launch of its Methanol
Module, a new technology that will significantly accelerate the use of organic
waste to produce green ethanol;

 

·    i(x) agreed to make a $1.5 million accretive follow-on investment in
Enphys Management Company to further enable Enphys to meet its goal of
becoming the regional sustainable energy champion in Latin America. The
investment comprised an initial payment of $0.5 million made in H1 2022, and
10 monthly payments of $0.1 million each which commenced in July 2022;

 

·    Context Labs announced a partnership with Williams (NYSE: WMB), a
Fortune 500 American energy company with operations across the natural gas
value chain for large-scale enterprise-wide deployment of its Decarbonization
as a Service™ ("DaaS(TM)") platform;

 

·    Carbon Engineering's strategic partner, Occidental (NYSE: OXY) and
its subsidiary 1PointFive announced it plans to begin detailed engineering and
early site construction for its first large-scale Direct Air Capture (DAC)
plant in Ector County, Texas;

 

·    SLI's 15 storey apartment building at 303 Battery in Seattle, the
world's first net zero energy high-rise apartment building, completed the
placement of the top floor panels which is expected to be completed before
year-end, in line with SLI's targeted 13-15 month construction cycle from the
pouring of the foundation;

 

·    MultiGreen Properties was awarded Certified B Corporation™ status
in recognition of its meeting the highest standards of verified social and
environmental performance; and

 

·    i(x) Net Zero was awarded the LSE Green Economy Mark, in recognition
of the role it plays in helping decarbonise industries in their transition to
their net zero goals.

(1) Profit of $0.51 million from continuing operations before non-cash
deferred tax provision and share-based compensation is derived as operating
loss before financing activities of $0.27 million excluding share-based
compensation expense of $0.78 million

 

Steve Oyer, Chief Executive Officer of the Company, said:

"Companies that are involved in sustainability and the green energy transition
need governmental support in the form of legislation in order to achieve their
stated objectives. To that end, the passing of the Inflation Reduction Act of
2022 in the US is a crucial milestone in the attempt to successfully tackle
climate change. This landmark piece of legislation allocates approximately
$369 billion to reduce greenhouse gas emissions by up to an additional 1
billion metric tonnes and incentivises the expanded production and use of
clean energy. The Act will accelerate the deployment of clean energy and
electric vehicles, carbon capture in industrial sectors, spur efficiency
improvements in the built environment, and reduce methane emissions. This
legislation will be of direct benefit to i(x)'s portfolio companies by helping
them accelerate their stated objectives and supporting future growth, driving
$3.5 trillion or more in cumulative capital investment into new energy supply
infrastructure over the next decade. We see this as the beginning of  a trend
with like-minded governments around the world  enacting similar legislation
 to establish a unified global approach to accomplishing scalable positive
change."

 

 

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

- Ends -

 

 

For further information visit https://ixnetzero.com/ (https://ixnetzero.com/)
 or contact:

 i(x) Net Zero                                Via Buchanan below
 Steve Oyer - Chief Executive Officer
 Pär Lindström - Chief Investment Officer
 Dmitri Tsvetkov - Chief Financial Officer

 H & P Advisory Limited

 Financial Adviser & Joint Broker             +44 20 7907 8500
 Neil Passmore
 Ernest Bell
 Andy Crispin (Sales)

 Shore Capital                                +44 20 7408 4050

 Nominated Adviser & Joint Broker
 Tom Griffiths
 David Coaten

 Iain Sexton

 Buchanan
 Helen Tarbet                                 +44 7872 604 453
 Simon Compton                                +44 7979 497 324

 

 

Notes to Editors

About i(x) Net Zero PLC

i(x) Net Zero PLC is an AIM quoted investing company that provide its
shareholders the opportunity to create long-term capital growth with
positive, scalable, measurable and sustainable impact on the environment and
on the communities it serves.

i(x) Net Zero focuses on two critical areas in which it aims to make a
positive impact: (i) Energy Transition and (ii) Sustainability in the Built
Environment. The Company uses a multi-strategy investment approach, providing
the companies in which it invests with the expertise and catalytic capital to
help them grow. To date, i(x) Net Zero has invested in biofuels, direct air
capture (carbon removal), renewable energy, sustainable workforce housing and
net zero construction technology.

i(x) Net Zero is a provisional signatory to the UN Principles for Responsible
Investing. The Company has received the London Stock Exchange's Green Economy
Mark.

 

Operational Review

The following are brief descriptions of the scope and scale of each of our
investee companies:

                                                               $m                      $m                     $m
  Investee Company                Equity interest (30/6/2022)  Unaudited               Audited Portfolio      Increase/

                                                               Portfolio               NAV as at 31/12/2021   (Decrease) during H1 2022

                                                               NAV as at (30/6/2022)
 WasteFuel Global, LLC            36.17%                       46.90                   46.82                  0.08
 Enphys Management Company, LLC   14.50%                       10.40                   5.73                   4.67
 MultiGreen Properties, LLC       10.40%                       5.00                    4.81                   0.19
 Sustainable Living Innovations   0.10%                        0.74                    0.50                   0.24
 Carbon Engineering Ltd           0.45%                        2.38                    2.38                   -
 Context Labs B.V.                0.53%                        0.51                    0.50                   0.01
 Other - Discontinued operations                                                                              -
 Total                                                         65.94                   60.74                  5.20

 

WasteFuel Global, LLC ("WasteFuel") is focused on developing renewable,
non-fossil fuels to help reduce the carbon emissions of the transportation
sector with a particular focus on waste to energy for trucks, planes and
ships.

 

During the period, the launch of WasteFuel Methanol Module was announced, a
new technology that will significantly accelerate the use of organic waste to
produce green ethanol. The Methanol Module is designed to facilitate the
production of up to 100 metric tons per day of fuel grade methanol from a
variety of waste sources, including landfill gas and biogas from anaerobic
digestion. The Company has filed a provisional patent application for the
novel approach and unique configuration.

 

WasteFuel Marine's business line has embarked upon a commercial-scale
bio-methanol partnership with A.P. Moller - Maersk ("Maersk"), the global
container logistics company. Maersk intends to buy a minimum of 30,000 tons
per year of WasteFuel's green bio-methanol, which is generated from municipal
waste, to fulfil the demand of Maersk's 12 new green methanol powered ships
starting from the second half of 2025.

 

WasteFuel also strengthened its management team with the appointment of Marc
Chennault as full time CFO. Marc will work closely with WasteFuel CEO, Trevor
Neilson, to drive forward the company's growth and to take full advantage of
the significant demand for its sustainable fuel products and services.

 

Enphys Management Company, LLC ("EMC") is i(x) Net Zero's partnership with the
Latin America Investment Group, a business development and investment group.
EMC pursues private and public opportunities focused on renewables and energy
transition in Latin America and has a direct ownership in Enphys Acquisition
Sponsor, LLC ("EAS"), the sponsor company of Enphys Acquisition Corp. ("EAC"),
a NYSE-listed SPAC targeting renewable energy businesses in Latin America, in
which EMC also has an ownership. Its strategy is to create a regional champion
in the Americas for alternative energy through the aggregation of existing,
cash-flow positive wind and solar assets. Latin America provides a rapidly
growing energy market where alternative energy production is often the lowest
cost source. This provides Enphys the opportunity to execute at scale and
become a significant publicly traded leader in energy transition.

i(x) Net Zero agreed to invest an additional $1.5 million (including $0.5
million paid in H1 2022 and 10 monthly payments of $0.1 million each
commencing in July 2022) in cash in Enphys to enable the company to actively
pursue merger opportunities as announced at its listing. Enphys expects to
announce a merger opportunity in the first half of 2023  creating a
renewables juggernaut that will be a regional champion for sustainability in
the Americas

 

MultiGreen Properties, LLC ("MultiGreen") is a developer of sustainable,
multi-family properties that aims to supply affordable workforce rental
housing by reducing construction costs and duration. MultiGreen intends to
become the first net zero energy operator of multi-family projects in the US
by 2025. The company is delivering on its mission to provide attainable,
tech-enabled rental apartments in supply-constrained US markets.

 

It is executing on its pipeline of developments at scale with 1,106 units
currently under construction. ViaVerde, its multi-phase development in
Albuquerque, New Mexico, is progressing with Phase I leasing, due to commence
in October 2022, and demand already overpacing supply. A ground breaking is
scheduled for Phase II of the project in Q4 2022. Further key initiatives are
underway in supply-constrained affordable rental markets such as Phoenix, Las
Vegas, Seattle, Portland and Dallas that will yield significant development
opportunities.

 

During the period, MultiGreen Properties was awarded Certified B
Corporation™ status in recognition of it meeting the highest standards of
verified social and environmental performance, granted by B Lab, a global
non-profit organisation.

 

Sustainable Living Innovations ("SLI") is a construction technology and
product development company producing panelised buildings to address housing
affordability, while delivering a new standard in sustainable living.  SLI
continues to capture market share as a leader in delivering net zero buildings
at scale. Its factory-assembled and cost-effective steel panel technology
addresses both the inflationary pressure on material costs and supply chain
issues.

 

SLI is due to complete its 15-storey apartment complex in Seattle ready for
occupancy in early 2023. This will be the world's first multi-family tower
designed to meet the net zero energy criteria set by the International Living
Future Institute's Living Building Challenge
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fliving-future.org%2Flbc%2F&esheet=52765337&newsitemid=20220629005270&lan=en-US&anchor=Living+Building+Challenge&index=1&md5=a337223e49d2b1c8f3e7958ed5a15680)
.

 

During the period, SLI broke ground with Downtown Emergency Service Center
(DESC), a non-profit housing organization in Seattle, for a 5 storey 124-unit
energy-efficient permanent supportive apartment building as a solution for
long term homelessness. SLI is also expanding its assembly plant locations on
the West Coast of the US and plans eventually to move eastwards to serve
additional markets.

In May 2022, i(x) Net Zero participated in SLI's US$53 million accelerated
growth round, which will allow the company to expand into other US markets.
The company completed its conversion from a limited liability company to a C
Corporation, which triggered a 50 per cent. increase in i(x) Net Zero's share
ownership in SLI due to the preference rights it acquired when it made its
initial investment.

 

Carbon Engineering Ltd. ("Carbon Engineering") has developed a proprietary
Direct Air Capture ("DAC") technology that removes carbon dioxide directly
from the atmosphere for sequestration and storage. With its DAC and
carbon-to-value proposition, it represents the next generation of industrial
scale decarbonisation. The company has a clear path to global opportunity and
is focused on licensing its technology to industrial partners to build and
operate.

The company, through its strategic partner 1PointFive, an initiative with
Occidental Petroleum's (NYSE: OXY) Low Carbon Ventures business, anticipates
building and operating 70 DAC facilities by 2035, each with an expected
capacity of up to 1 million tonnes per year. The partnership announced it
plans to begin detailed engineering and early site construction in Q3 2022,
for its first large-scale DAC plant in Ector County, Texas. Upon completion
and becoming operational in late 2024, the first DAC plant will be the world's
largest of its kind, expected to capture up to 500,000 metric tons of carbon
dioxide per year with the capability to scale up to 1 million metric tons per
year.

Context Labs B.V. ("Context Labs") is an impact software company whose
blockchain technology platform enables the harvesting and processing of data
to help businesses track their carbon emissions and their compliance with
regulatory frameworks.

 

Context Labs secured a multi-year partnership with Williams, a Fortune 500
American energy company with operations across the natural gas value chain for
large-scale enterprise-wide deployment of its Immutably™-based
Decarbonization as a Service™ ("DaaS(TM)") platform. The Context Labs
solution will target Williams' facilities, along with its upstream and
downstream ecosystem partners representing 30 percent of the natural gas in
the United States, to facilitate Williams' energy transition and affirm its
commitment to provide transparency and strong governance regarding
its decarbonisation ambitions.

 

During the period, Context Labs announced the launch of its CLEAR Path™
Platform, which converges advanced machine learning/AI and blockchain
technologies to form new empirical data-driven registry capabilities, ensuring
that data for environmental attributes and differentiated commodities are
transparent, trusted and traceable.

The company also announced the appointment of distinguished American writer on
business management practices, Thomas J. Peters, to join the business as an
Advisor and member of the Board of Directors.

Financial Review

The Company continued delivering an improvement in the fair value of
investments in its portfolio companies ("Portfolio NAV") which increased by
8.55% or, $5.20 million to $65.94 million as at 30 June 2022 (31 December
2021: $60.74 million). The increase in Portfolio NAV over the period of $5.20
million (H1 2021: $38.98 million) comprises unrealised gains of $4.70 million
(H1 2021: $38.98 million) due to the change in fair value of portfolio
investments and $0.50 million of additions to investments (H1 2021: $0.95
million). The majority of unrealised gains relates to an increase in fair
value of Enphys Management Company, LLC as a result of the Company's
investment made in H1 2022. As at 30 June 2022, Portfolio NAV per share,
including cash of $11.18 million (£9.28 million), was $0.98 per share (£0.80
per share) (31 December 2021: $0.80 per share (£0.59 per share) based on the
issued number of shares at 30 June 2022).

 

Profit from continuing operations before non-cash deferred tax provision and
share-based compensation was $0.51 million in H1 2022 (H1 2021: $37.17
million) ($0.51 million is derived as operating loss before financing
activities of $0.27 million minus share-based compensation of $0.78 million).

 

During H1 2022, stock options were granted to management employees under the
2022 Company's Equity Incentive Plan and non-cash share-based compensation of
$0.78 million was recognised (H1 2021: nil).

 

General and administrative costs increased by $2.75 million to $4.96 million
(H1 2021: $1.81 million), largely due to non-cash share-based compensation
expense and costs incurred in the preparation and execution of the listing.

 

As a result of the corporate inversion and resulting IPO transaction, i(x) Net
Zero PLC is being treated as a U.S. domestic corporation for all purposes of
the U.S. tax code as of the date of the transaction and there will be non-cash
deferred tax implications related to the Company's temporary difference in the
book and tax basis of its assets, the most material of which is the difference
between the tax basis and the fair value of the Company's investments. For the
period ended June 30, 2022, non-cash deferred tax expense of $12.69 million
was recognised in the statement of profit or loss. This deferred tax expense
would not have been recognised by i(x) investments LLC, if the IPO transaction
did not occur.

 

Net loss amounted to $12.97 million in H1 2022 primarily as a result of
non-cash deferred tax provision and share-based compensation (H1 2021: net
profit of $37.09 million).

 

The Company continues to be in a strong financial position and as at 30 June
2022 had no borrowings, cash of $11.18 million (31 December 2021: no
borrowings and cash of $2.13 million) and net current assets of $10.20 million
(31 December 2021: $2.77 million).

 

In February 2022, the Company raised gross proceeds of approximately $14.48
million (£10.68 million) ($12.13 million (c.£9.0 million) net)) through the
placing of 14,056,811 ordinary shares at 76 pence per share and its enlarged
share capital was admitted to trading on AIM.  During the period from the
beginning of 2021 and until the listing, i(x) investments, LLC, the Company's
predecessor, had capital contributions of approximately $1.64 million.

 

In January 2022, Lion Point Capital, LP, on behalf of funds managed by it,
("Lion Point") and the Company entered into a strategic relationship to
identify and pursue certain transactions together, with an initial focus on
opportunities in Energy Transition. Lion Point is a global special situations
investment firm that seeks to invest in equity and debt securities of
undervalued public and private companies. At the time of the Company's IPO,
Lion Point Master, LP ("Lion Point Master") entered into a subscription
agreement and subscribed for $6.8 million (approximately £5.0 million) in
ordinary shares of the Company at the placing price as part of the
fundraising. Lion Point Master was granted a put option and pursuant to the
put option, the Company is obliged to repurchase Lion Point Master's holding
of 6,672,161 Ordinary Shares at the placing price (£0.76 per share ($1.02 per
share)) amounting up to $6.8 million at any time during the three year term
following the Company's admission to trading on AIM. Lion Point has also
granted the Company a call option to purchase $6.8 million of common shares of
Suniva, Inc,  which has one of the largest solar cells manufacturing
facilities in North America. Further details are set out in paragraph 5.6 of
Part 1 and paragraphs 18.1(j), (k) and (l) of Part 7 of the Company's
Admission document dated 4 February 2022, which is available on the Company's
website https://ixnetzero.com/.

 

Prior to its IPO, the Company undertook a reorganisation in which i(x) Merger
LLC, a wholly owned subsidiary of the Company merged with i(x) investments,
LLC, with i(x) investments continuing as the surviving entity and as a wholly
owned subsidiary of the Company.  Prior to the reorganisation of the Company,
i(x) Financial Services, LLC ("i(x) Financial Services"), (a wholly owned
subsidiary of ix investments), i(x) Securities, LLC (a wholly owned subsidiary
of i(x) Financial Services) and certain other assets held by i(x) investments
were transferred to i(x) Sustainable Holdings, LLC, an entity owned by the
shareholders of the Company. This transaction was reflected as an equity
distribution of $1.62 million assets.

 

 

Outlook

 

Despite challenging market conditions and the global economic volatility that
has unfolded since the Company's listing in February 2022, the global trend
towards decarbonisation and the net zero energy transition continues apace,
with the backing of government legislation and corporate commitments. i(x) Net
Zero's investee companies are therefore resilient, continue to be well
positioned for long-term sustainable growth and value creation, as shown by
the various partnerships and initiatives begun or continued in the period.

 

In August 2022, the US Congress passed the "Inflation Reduction Act of 2022,"
which includes key legislation aimed at tackling climate change. This historic
and significant piece of legislation allocates approximately $369 billion to
reducing greenhouse gas emissions and incentivises expanded production and use
of domestic clean energy.

 

The sustainable fuel, renewable power, battery development and carbon capture
industries are expected to benefit from these tax credits and associated
incentives, which the Board expects will lead to further increased demand for
the products and services provided by the Company's portfolio companies, and
to act as a powerful driver of their further growth.

 

Elsewhere in the world, governments continue to enact legislation and offer
incentives for companies and industries to reduce their carbon emissions. The
transition to net zero is widely seen as a key part of the global economic
recovery from the Covid-19 pandemic, and the innovative technology that i(x)'s
portfolio companies provide, is essential to this recovery.

 

The Board of i(x) is actively exploring opportunities to enhance the growth of
its portfolio companies and to make increased investments where appropriate,
thereby enhancing shareholder value. The Company looks to the future with
confidence.

 

 

Steve Oyer

Chief Executive Officer

29 September 2022

 

 

                    i(x) Net Zero Plc

Consolidated Statements of Financial Position

June 30, 2022

 

(Expressed in US dollars)

                                                                            (Unaudited)                                                           (Audited)
 ASSETS                                 Notes                          June 30, 2022                          June 30, 2021                       December 31, 2021
 Current assets
 Cash and cash equivalents              2      $          11,178,604                            $ 3,388,479                  $         2,134,764
 Assets held for disposal               5       -                                                          -                 1,216,841
 Prepaid expenses and other assets             225,620                                         157,592                       1,549,716
 Accounts receivable                           -                                               252,950                       40,374
 Cash advances for future investment                              86,165                               848,226                               86,165
 Total Current Assets                                     11,490,389                             4,647,247                              5,027,860

 

Non-current assets

 Investments, at fair value    2  65,936,183                         55,696,788    60,740,752
 Right-of-use asset            6  503,443                            799,370       653,426
 Furniture and equipment, net
 of accumulated depreciation      8,567                              22,432        15,311
 Security deposit                 82,942                             84,942        82,942
 Member tax advance               11,500                             11,500                        11,500
 Total Non-Current Assets                    66,542,635               56,615,032            61,503,931
 Total Assets                     $          78,033,024              $ 61,262,279  $       66,531,791

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

 Accounts payable and accrued expenses       7      $               890,348                $       201,123              $         1,872,513
 Professional fees payable                          -                                      56,903                       -
 Lease liability                        6           349,950                                322,417                      335,946
 Security deposit payable                           49,202                                            49,533                            49,202
 Total Current Liabilities                          1,289,500                                      629,976                         2,257,661

 

Non-current liabilities

 Deferred tax liability         2  12,685,897                                -                       -
 Lease liability                6                   216,954                          566,904                       396,386
 Total Non-Current Liabilities                12,902,851                             566,904                       396,386
 Total Liabilities                            14,192,351                       1,196,880                        2,654,047

 

Shareholders' Equity

 

 Share Capital, no par value (authorised,

 issued and outstanding - 79,056,811
 ordinary shares) and other reserves                               76,701,569                       -                                           -
 Members' capital                                                  -                                60,065,399                                  63,877,744
 Retained earnings                                                           (12,860,896)                                -                                                -
 Total Shareholders' Equity                                                   63,840,673             60,065,399                                          63,877,744
 Total Liabilities and Shareholders' Equity                        $          78,033,024            $ 61,262,279                                $       66,531,791

i(x) Net Zero Plc

Consolidated Statements of Profit or Loss

For the Six Months Ended June 30, 2022

 

(Expressed in US dollars)

 

                                                                           (Unaudited)                                                               (Restated, note 2)                                                                (Audited)
                                                               June 30,                                                                              June 30,                                                                          December 31,

 Notes                                                                  2022                                                                                   2021                                                                              2021

 Revenue                                                                            $                  156                                           $          496                                      $                     561
 Net changes in fair value on financial assets
 at fair value through profit or loss                    2                          4,695,431                                                        38,978,807                                          40,852,816
 General and administrative expenses                                                         (4,964,208)                                                       (1,813,912)                                          (4,832,105)
 OPERATING (LOSS)/PROFIT BEFORE FINANCING ACTIVITIES

                                                                                    (268,621)                                                        37,165,391                                                     36,021,272

 Finance income Finance cost                                                        - (15,839)                                                       -                                                   -

                                                                                                                                                     -                                                                   (43,220)

 (LOSS)/PROFIT FROM CONTINUING OPERATIONS BEFORE TAX                                (284,460)                                                        37,165,391                                          35,978,052
 Tax provision - deferred tax expense                    2                          (12,685,897)                                                     -                                                                              -

 (LOSS)/PROFIT FROM CONTINUING OPERATIONS AFTER TAX                                 (12,970,357)                                                     37,165,391                                          35,978,052
 DISCONTINUED OPERATIONS (b)                                                                                                                         (76,364)

 (Loss)/profit from operations of discontinued segment                                                             -                                                                                                   (226,665)

 (LOSS)/PROFIT AFTER TAX                                                            $     (12,970,357)                                               $      37,089,027                                   $        33,751,387

 (Loss)/Earnings per share:

 Basic and diluted                                       3                                                                                           $                        -                          $                         -

                                                                                    $                (0.16)

 Notes:

 

a)   There is no comprehensive income or loss for the periods ended June 30,
2022 and 2021 and the year ended December 31, 2021.

b)   Discontinued operations represent i(x) Financial Services, LLC and its
subsidiary, i(x) Securities, LLC. These entities were spun off from i(x)
investments in a reorganisation which occurred prior to the merger of i(x)
investments with a subsidiary of i(x) Net Zero, PLC, as described in Note 1 to
the financial statements.

c)   As a result of the corporate inversion and resulting IPO on AIM, i(x)
Net Zero PLC is being treated as a U.S. domestic corporation for all purposes
of the U.S. tax code as of the date of the IPO and there will be non-cash
deferred tax implications related to the Company's temporary difference in the
book and tax basis of its assets, the most material of which is the difference
between the tax basis and the fair value of the Company's investments. For the
period ended June 30, 2022, deferred tax expense of $12,685,897 was recognised
in the statement of profit or loss. This deferred tax expense would not have
been recognised by i(x) investments, if the IPO had not occurred.

 

                    i(x) Net Zero Plc

Consolidated Statements of Changes in Shareholders' Equity/Members' Capital

For the Six Months Ended June 30, 2022

 

(Expressed in US dollars)

                                                                             Members'                                          Share Capital and Other Reserves                  Retained Earnings                                 Total

 Capital

 At 1 January 2022                                                            $      63,877,744                                 $                   -                             $                   -                             $     63,877,744
 Capital contributions                                                                  1,644,981                                                      -                                                 -                                  1,644,981
 Distribution of assets held for disposal to i(x) Sustainable Holdings, LLC            (1,216,841)                                                     -                                                 -                                 (1,216,841)
 Distribution of cash to i(x) Sustainable Holdings, LLC                                  (400,000)                                                     -                                                 -                                    (400,000)
 Net loss for the period (January 1, 2022 - February 8, 2022)                            (109,461)                                                     -                                                                                      (109,461)
 At 9 February 2022                                                           $      63,796,423                                 $                   -                             $                   -                             $     63,796,423
 Conversion from Members' capital to Shareholders' Equity                            (63,796,423)                                       63,796,423                                                       -                                               -
 Subscriptions for Net Zero shares, net of expenses (note 3)                                         -                                  12,125,421                                                       -                                12,125,421
 Net Loss for the period (February 9, 2022 - June 30, 2022)                                          -                                                 -                                 (12,860,896)                                    (12,860,896)
 Share option expense                                                                                -                                      779,725                                                      -                                     779,725
 At 30 June 2022                                                              $                   -                             $  76,701,569                                     $     (12,860,896)                                $     63,840,673

 At 1 January 2021                                                            $      22,976,372                                 $                   -                             $                   -                             $     22,976,372
 Net Income for the period (January 1, 2021 - June 30, 2021)                          37,089,027                                                       -                                                 -                                37,089,027
 At 30 June 2021                                                              $      60,065,399                                 $                   -                             $                   -                             $     60,065,399

 At 1 January 2021                                                            $      22,976,372                                 $                   -                             $                   -                             $     22,976,372
 Capital contributions                                                                  5,149,985                                                      -                                                 -                                  5,149,985
 Net Income for the period (January 1, 2021 - December 31, 2021)                      35,751,387                                                       -                                                 -                                35,751,387
 At 31 December 2021                                                          $      63,877,744                                 $                   -                             $                   -                             $     63,877,744

 

i(x) Net Zero Plc

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2022

 

 

(Expressed in US dollars)
                                                                                                     June 30, 2022                                (Restated, note 2)          December 31, 2021

                                                                                                                                                     June 30, 2021
 (Loss)/profit attributable to members                             Notes                             $  (12,970,357)                             $ 37,089,027           $        35,978,052
 Adjustments for:
 Depreciation expense                                                                                6,744                                       7,663                  14,784
 Loss on cash advances for future investments                                                        -                                           133                    -
 Amortisation of right-of-use asset                                                                  149,983                                     142,480                288,424
 Net changes in fair value on financial assets at fair value
 through profit or loss                                            2                                 (4,695,431)                                 (38,978,940)           (40,852,816)
 Bonus expense paid in shares                                      7                                 1,000,000
 Decrease in lease liability                                                                         (165,428)                                   (105,989)              (262,978)
 Incentive stock option grant expense                              4                                 779,725
 Purchases of investments                                                                            (500,000)                                   (950,000)              (4,369,955)
 Cash advances for future investments                                                                -                                           (132,518)              238,773
 Changes in operating assets and liabilities
 Decrease/(increase) in accounts receivable                                                          40,374                                      418                    56,041
 Decrease/(increase) in prepaid expenses and other current assets                                    1,324,096                                   (60,957)               (1,463,959)
 Decrease/(increase) in security deposits                                                            -                                           4,000                  4,600
 Increase in member tax advance                                                                      -                                           (11,500)               (11,500)
 (Decrease)/increase in accounts payable and accrued expenses                                           (982,165)                                (5,735)                ,685,329
 Increase in deferred tax liability                                2                                 12,685,897                                  -                      -
 Increase/(decrease) in professional fees payable                                                                       -                        56,903                                49,202
 Net Cash Used in Operating Activities - Continuing Operations                                             (3,326,562)                           (2,857,191)                      (8,646,003)
 FROM DISCONTINUED OPERATIONS
 (Loss)/profit attributable to members                                                               -                                           (76,354)               (226,665)
 Changes in operating assets and liabilities
 Decrease (increase) in accounts receivable                                                          -                     121,600                                      36,823
 Increase in prepaid expenses and other current assets                                               -                     9,444                                        (6,441)
 Increase in accounts payable and accrued expenses                                                   -                       (57,191)                                   151,344
 Increase in security deposits                                                                       -                     (1,400)                                         -
 Increase in commissions payable                                                                     -                      49,533                                      -
 Increase in loan payable                                                                            -                                      671                                        10,630
 Net Cash Used in Operating Activities - Discontinued Operations                                     -                                 46,303                                         (34,309)
 Net Cash Used in Operating Activities                                                               (3,326,562)             (2,810,888)                                          (8,680,312)

 

CASH FLOWS FROM INVESTING ACTIVITIES

 Cash from discontinued operation transferred to disposal group    -                        -                         (534,276)
 Purchases of furniture and equipment                              -                 (3,902)                                          (3,902)
 Net Cash Used in Investing Activities                             -                 (3,902)                                       (538,178)

 

CASH FLOWS FROM FINANCING ACTIVITIES

 FROM CONTINUING OPERATIONS
 IPO Proceeds, net of expenses                                      3       12,125,421              -                                   -
 Distribution to i(x) Sustainable Holdings, LLC                        5    (400,000)               -                                   -
 Purchase of i(x) Net Zero shares                                   7       (1,000,000)             -                                   -
 Capital contributions                                                             1,644,981                         -                             5,149,985
 Net Cash Provided by Financing Activities - Continuing Operations                12,370,402                         -                             5,149,985

Net Increase (Decrease) in Cash and Cash
Equivalents
9,043,840
(2,814,790)                        (4,068,505)

 

CASH AND CASH EQUIVALENTS

 Beginning of period         2,134,764             6,203,269                 6,203,269
 End of period        $  11,178,604           $  3,388,479        $          2,134,764

 

 

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Non-cash investing activity - assets transferred to disposal group
 Cash advances for future investment                                    $  -                      $  -                      $  390,770
 Investments                                                                                                                   250,000
 Noncash net assets of discontinued operation                                                                                  41,795
 Non-cash financing activity
 Share-based compensation                                            3     779,725                   -                         -
 Distribution of assets held for disposal                            5     1,216,841                 -                         -
 Bonus expense paid in shares
                                                                     7     1,000,000                 -                         -
                                                                        $  2,996,566              $  -                      $  682,565

i(x) Net Zero Plc

Consolidated Schedule of Investments

June 30, 2022

 

(Expressed in US dollars)

 Principal Amount/Shares/Units                Percent of Members' Capital

                                Description                                Fair Value

Private Operating Companies

 

United States

Limited Liability Company Interests

 

                Biofuel Developer WasteFuel Global, LLC

  10,380,581                                                                 73.5%   $     46,902,564
                Real estate development MultiGreen Properties, LLC

 1,228,063                                                                   7.8%             5,000,000
                Total Limited Liability Company Interests (cost $4,069,597)  81.3%          51,902,564

 

Limited Partnership Interest

 

 Building technology
 Sustainable Living Innovations (FKA Multigreen SLI Partners, LP)  1.2%               742,000
 Total Limited Partnership Interests (cost $500,00)                1.2%               742,000
                                                                           $     52,644,564

 Total United States (cost $4,569,597)                             82.5%

 

Canada Common Shares

 Carbon Capture Technology
 21,876    Carbon Engineering, Ltd. (1)          3.7%           2,383,698
 Total Common Shares - Canada (cost $1,005,809)  3.7%           2,383,698

 

Cayman Islands

Limited Liability Company Interest

 

 Renewable Energy
 15,000            Enphys Management Company                                                    16.3%  10,396,921
                   Total Limited Liability Company Interest - Cayman Islands (cost $3,870,000)  16.3%  10,396,921

 

Netherlands

Convertible Note - (8% due April 2022)

 499,955    Software/Information Technology            0.8%               511,000
 Total Convertible Note - Netherlands (cost $499,955)  0.8%               511,000
 Total Investments (cost $9,445,361)                   103.3%  $     65,936,183

 

(1) Shares of Carbon Engineering, Ltd. are held indirectly through investments
in RCM Carbon Engineering Partners, LLC (12,603 common shares) and C12 Equity
Ltd. (9,273 common shares).

i(x) Net Zero Plc

Consolidated Schedule of Investments

June 30, 2021

 

 

(Expressed in US dollars)

 Principal Amount/Shares/Units                Percent of Members' Capital

                                Description                                Fair Value

 

Private Operating Companies

 

United States

Convertible Note - (5% due September 2020)

 

 50,000  Finance Technology                     0.1%  $50,000
         Total Convertible Note (cost $50,000)  0.1%  50,000

 

Common Stock

 

 199,722    Finance Technology                  0.3%           200,000
       Total Common Stock (cost $200,000)       0.3%           200,000

 

Limited Liability Company Interests

 

             Biofuel Developer
 10,380,581  Wastefuel Holdings, LLC                                      78.9%  47,371,058
             Real estate development MultiGreen Properties, LLC

 1,228,063                                                                8.5%          5,080,000
             Total Limited liability Company Interests (cost $4,069.597)  87.4%    52,451,058

 

Limited Partnership Interest

 

 Building technology                                 0.8%            500,000
 Total Limited Partnership Interests (cost $500,00)  0.8%            500,000
 Total United States (cost $4,819,597)               88.6%  $   53,201,058

 

i(x) Net Zero Plc

Consolidated Schedule of Investments

June 30, 2021

 

(Expressed in US dollars)

 

 Principal Amount/Shares/Units                Percent of Members' Capital

                                Description                                Fair Value

 

 

Canada Common Shares

 Carbon Capture Technology
 21,763    Carbon Engineering, Ltd. (1)          3.4%  $    2,045,730
 Total Common Shares - Canada (cost $1,005,809)  3.4%         2,045,730

 

Cayman Islands

Limited Liability Company Interest

 Renewable Energy                                                              0.3%            200,000
 Total Limited Liability Company Interests - Cayman Islands (cost $200,000)   0.3%             200,000

 

Netherlands

Convertible Note - (8% due April 2022)

 250,000    Software/Information Technology            0.4%           250,000
 Total Convertible Note - Netherlands (cost $250,000)  0.4%           250,000
 Total Investments (cost $6,275,406)                   4.1%  $ 55,696,788

 

(1) Shares of Carbon Engineering, Ltd. are held indirectly through investments
in RCM Carbon Engineering Partners, LLC (12,490 common shares) and C12 Equity
Ltd. (9,273 common shares).

i(x) Net Zero Plc

Consolidated Schedule of Investments

December 31, 2021

 

                   (Expressed in US dollars)

 Principal Amount/Shares/Units                Percent of Members' Capital

                                Description                                Fair Value

Private Operating Companies

 

United States

Limited Liability Company Interests

 

             Biofuel Developer
 10,380,581  Wastefuel Holdings, LLC                                      73.3%  $  46,822,213
             Real estate development MultiGreen Properties, LLC

 1,228,063                                                                7.5%           4,810,000
             Total Limited liability Company Interests (cost $4,069,597)  80.8%        51,632,213

 

Limited Partnership Interest

 

                       Building technology
                       Multigreen CLI Partners, LP                          0.8%   500,000
                       Total Limited Partnership Interests (cost $500,000)  0.8%   500,000

                       Total United States (cost $4,569,597)                81.6%  52,132,213
 Canada Common Shares
                       Carbon Capture Technology
 21,763                Carbon Engineering, Ltd. (1)                         3.7%   2,383,698
                       Total Common Shares - Canada (cost $1,005,809)       3.7%   2,383,698

 

Cayman Islands

Limited Liability Company Interest

 Renewable Energy                                                            9.0%          5,724,886
 Total Limited Liability Company Interests - Cayman Islands (cost $3,370,00  9.0%          5,724,886

 

Netherlands

Convertible Note - (8% due April 2022)

 499,955  Software/Information Technology                       0.8%              499,955
          Total Convertible Note - Netherlands (cost $499,955)  0.8%              499,955
          Total Investments (cost $9,445,361)                   95.1%  $  60,740,752

 

(1) Shares of Carbon Engineering, Ltd. are held indirectly through investments
in RCM Carbon Engineering Partners, LLC (12,490 common shares) and C12 Equity
Ltd. (9,273 common shares).

i(x) Net Zero Plc

Notes to Financial Statements

December 31, 2021

 

(Expressed in US dollars)

 

1.   Organization and Nature of Business

 

i(x) Net Zero, PLC (the "Company") is a company incorporated and domiciled in
Jersey, British Isles. The Company's shares are admitted to trading on the AIM
market of the London Stock Exchange (ticker: IX). The Company is an investment
company that provides its shareholders with an opportunity to create long-term
capital growth with sustainable impact on the environment and communities it
serves. The Company was founded as i(x) investments, LLC ("i(x) investments"),
a limited liability company formed in the United States of America under the
laws of the State of Delaware on October 6, 2015.

 

On February 9, 2022, the Company completed its initial public offering ("IPO")
on the AIM market. The Company issued 14,056,811 ordinary shares at no par
value in the IPO. The shares were issued at £0.76 per share, resulting in
total share capital of £10,683,000 ($14,481,736) from the IPO. In addition,
the members' capital in i(x) investments was converted to 65,000,000 shares in
the Company as of the date of the IPO, bringing the total shares issued and
outstanding as of February 9, 2022 to 79,481,736.

 

Prior to the IPO, the Company undertook a reorganisation in which i(x) Merger
LLC, a wholly owned subsidiary of the Company merged with i(x) investments,
with i(x) investments continuing as the surviving entity and as a wholly owned
subsidiary of the Company. Prior to the reorganisation of the Company, i(x)
Financial Services, LLC ("i(x) Financial Services"), (a wholly owned
subsidiary of ix investments), i(x) Securities, LLC (a wholly owned subsidiary
of i(x) Financial Services) and certain other assets held by i(x) investments
were transferred to i(x) Sustainable Holdings, LLC ("i(x) Sustainable
Holdings"), an entity owned by the members of i(x) investments, prior to the
reorganisation.

 

 

                                The Company is
governed in accordance with Companies (Jersey) Law 1991.

 

2. Summary of Significant Accounting Policies and Key Accounting Estimates

 

Basis of Presentation

 

The Company's financial statements have been prepared on a going concern basis
and in accordance with International Financial Reporting Standards ("IFRS").
The Company adopted IFRS as its reporting standard effective January 1, 2018
and did not issue financial statements prior to this date. The financial
statements have been prepared on the historical cost basis, as modified by the
revaluation of financial assets and financial liabilities at fair value
through profit or loss. The Company reports cash flows from operating
activities using the indirect method.

 

                     Group reorganisation accounting

 

The Company acquired its 100% interest in i(x) investments on February 9, 2022
by way of a reverse merger. This is a business combination involving entities
under common control and the consolidated financial statements are issued in
the name of i(x) Net Zero, but they are a continuance of those of i(x)
investments. Therefore, the assets and liabilities of i(x) investments have
been recognised and measured in these consolidated financial statements at
their pre combination carrying values. The retained earnings and other equity
balances recognised in these consolidated financial statements are the
retained earnings and other equity balances of the Company and i(x)
investments. The equity structure appearing in these consolidated financial
statements (the number and the type of equity instruments issued) reflect the
equity structure of the Company including equity instruments issued by the
Company to effect the consolidation.

 

The audited financial statements of the Company for 2021 and the unaudited
financial statements for the period ended June 30, 2021 represent the results
of operations of i(x) investments. Comparative consolidated statements of
profit and loss and cash flows for the six month period ended June 30, 2021
were restated to separate results of discontinued operations in order to
comply with the current period presentation.

 

                   Judgments and Key Sources of Estimation
Uncertainty

 

The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgment in the process of applying the Company's accounting
policies and making any estimates. Changes in assumptions might have a
significant impact on the financial statements in the period in which the
assumptions changed. Management believes that the underlying assumptions are
appropriate and that the Company's financial statements are fairly presented.
The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed in Note 2 under Fair Value Estimation.

 

As of December 31, 2021, management determined that the transfer of the
Company's broker/dealer subsidiary should be treated as a discontinued
operation.

 

                     Foreign Currency

 

The financial statements are presented in the functional currency of US
Dollars, since the majority of its revenue and operating expenditure is
denominated in this currency. Foreign currency transactions are translated
into the functional currency using the rates of exchange prevailing at the
dates of the transactions. At each end of each reporting period, monetary
assets and liabilities that are denominated in foreign currencies, if any, are
translated at the rates prevailing on the reporting end date. Gains and losses
arising on translation, if any, are included in other income in the statement
of profit or loss for the period.

 

 

Assessment as an Investment Entity

 

Management of the Company has determined that it meets the definition of an
investment entity within IFRS 10 and, therefore, is required to measure its
subsidiaries held as investments at fair value through profit and loss rather
than consolidate them. Management of the Company considered exit strategies
and all the Company's activities to conclude whether the following criteria
are satisfied:

·     The entity obtains funds from one or more investors for the purpose
of providing those investors with investment services;

·     The entity commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation, investment income
or both;

·     The entity measures and evaluates the performance of substantially
all of its investments on a fair value basis.

Management determined that the Company meets the definition of investment
entity in accordance with IFRS 10, Consolidated Financial Statements, as all
of the above criteria are met by the Company.

 

The Company was established to obtain funds from its investors and with a view
to manage the investments made from those funds.

 

·     The only sources of profit for the Company are capital appreciation
and investment income. The Company aims to maximize value of its investments
and to monetize this value through dividend inflow, interest revenue and
disposal of investments at the right time and at the right price. The Company
does not obtain any other benefit from its investments that are not available
to other parties that are not related to the respective investee.

 

In addition to the above, while assessing whether the Company meets the
definition of investment entity, management considered the following typical
characteristics of the investment entity (as indicated in IFRS 10):

 

·     investment entity has more than one investment;

·     investment entity has more than one investor;

·     investment entity has investors that are not related parties of the
entity;

·     investment entity has ownership interests in the form of equity or
similar interests.

 

Assessment as an Investment Entity

 

The Company has all of the above typical characteristics of an investment
entity.

 

Management has concluded that the Company meets the definition of an
investment entity. This conclusion will be reassessed on an annual basis, if
any of these criteria or characteristics change.

 

                    Basis of Consolidation and Control of
Subsidiary Entity

 

As of December 31, 2021, the statement of financial position of the Company
includes the unconsolidated accounts of the Company. The Company's subsidiary,
i(x) Financial Services is not consolidated with the Company due to the
Company's plan as of December 31, 2021, to distribute i(x) Financial Services
and certain other assets, to a newly formed entity. The assets to be
distributed are reported as assets held for disposal on the statement of
financial position as of December 31, 2021.  These assets were distributed to
a newly formed entity on February 2, 2022, and are no longer included in the
i(x) Net Zero balance sheet at June 30, 2022.

 

The Statement of Profit or Loss for the period ended June 30, 2021 and the
year ended December 31, 2021 are  not consolidated and reflect the profit or
loss from i(x) Financial Services as a discontinued operation.

 

                    Valuation of Investments

 

The Company's investments consist of investments in private operating
companies. These investments are valued by the Company's management at the end
of each financial reporting period at fair value. As of June 30, 2022 and 2021
and December 31, 2021, the fair values of these investments were determined by
the Company's management, as described under Fair Value Estimation.

 

The fair value of all other assets and liabilities held by the Company are
determined at their fair value as reasonably determined in good faith by the
Company's management.

 

Although the Company's management uses its best judgment in determining the
fair value of its investments, there are inherent limitations in any such
process. The fair value presented is not necessarily indicative of an amount
the Company could realize in a current transaction and the differences could
be material.

 

New Standards and Interpretations

 

The following new standard was adopted by the Company as of January 1, 2018.

 

                     IFRS 15 Revenue from Contracts with
Customers

 

This standard is based on the principle that revenue is recognised when
control of a good or service transfers to a customer. An entity should
recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. Revenue from
contracts with customers is recognised when, or as, the entity believes it has
satisfied its performance obligations by transferring the promised goods or
services to its customers. Revenue is recognised in the amount which the
entity expects to receive in exchange for such goods or services. A distinct
good or service, referred to as a performance obligation, is transferred to a
customer when the customer obtains control of, or derives benefit from, that
good or service. Revenue from a performance obligation satisfied over time is
recognised by measuring progress towards satisfying the performance obligation
in a manner that depicts the transfer of the goods or services to the
customer. The guidance provides for a five-step process to be applied before
revenue can be recognised and provides disclosure requirements for revenue
recognition.

 

The following new standard was adopted by the Company retrospectively, as of
January 1, 2018.

 

                    IFRS 16 Leases

 

This standard, which is effective January 1, 2019, requires a lessee to
recognize a right-of- use asset representing its right to use the underlying
leased asset and a lease liability, representing its obligation to make lease
payments.

 

The following new standards or modifications to existing standards have been
adopted by the Company as of January 1, 2020.

 

IFRIC 23 Uncertainty over Income Tax Treatments

 

IFRIC 23 addresses the accounting for income taxes (current and deferred) when
tax treatments involve uncertainty that affects the application of IAS 12
(often referred to as "uncertain tax positions").

 

The interpretation does not apply to taxes or levies outside the scope of IAS
12, nor does it specifically include requirements relating to interest and
penalties associated with uncertain tax treatments.

 

The interpretation specifically addresses (i) whether an entity considers
uncertain tax treatments separately; (ii) the assumptions an entity makes
about the examination of tax treatments by taxation authorities; (iii) how an
entity determines taxable profits or tax losses, tax bases, unused tax losses,
unused tax credits and tax rates; and (iv) how an entity considers changes in
facts and circumstances.

 

Upon adoption of the interpretation, the Company considered whether it has any
uncertain tax positions arising from the investment activities. However, the
interpretation did not have any significant impact on the Company's
consolidated financial statements.

 

                   Amendments to References to the
Conceptual Framework in IFRS Standards

 

The Conceptual Framework is not a standard, and none of the concepts contained
therein override the concepts or requirements in any standard. The purpose of
the Conceptual Framework is to assist the IASB in developing standards, to
help preparers develop consistent accounting policies where there is no
applicable standard in place and to assist all parties to understand and
interpret the standards. This will affect those entities which developed their
accounting policies based on the Conceptual Framework. The revised Conceptual
Framework includes some new concepts, updated definitions and recognition
criteria for assets and liabilities and clarifies some important concepts.

 

Financial Assets and Liabilities

 

Financial assets includes cash and cash equivalents, investments, cash
advances for future investments, accounts receivable, prepaid expenses and
other assets.

 

Financial liabilities include accounts payable and accrued expenses, and
professional fees payable.

 

Financial Assets and Liabilities at Fair Value through Profit or Loss

 

The Company classifies all of its investment portfolio as financial assets at
fair value through profit or loss. The portfolio of financial assets is
managed and performance is evaluated on a fair value basis. The Company is
primarily focused on fair value information, and it uses that information to
assess the assets' performance and to make decisions. The Company has not
taken the option to irrevocably designate any equity securities as fair value
through other comprehensive income. The contractual cash flows of the
Company's debt securities are solely principal and interest, but these
securities are neither held for the purpose of collecting contractual cash
flows nor held both for collecting contractual cash flows and for sale. The
collection of contractual cash flows is only incidental to achieving the
objective of the Company's business model. Consequently, all investments are
measured at fair value through profit or loss. The Company recognizes net
changes in fair value on financial assets at fair value through profit or loss
on the statement of profit or loss. The Company's accounting policies for
measurement and fair value estimation of financial assets are discussed under
Measurement and Fair Value Estimation in the notes to the consolidated
financial statements.

 

Recognition

 

The Company recognizes financial assets and financial liabilities on the date
it becomes a party to the contractual provisions of the instrument.

 

Purchases and sales of financial assets are recognised on the trade date. From
this date any gains and losses arising from changes in fair value of the
financial assets or financial liabilities are recorded in the statements of
profit or loss.

 

Income and expense are recognised on an accrual basis. Transactions for
private obligations are recorded on the date when the terms of the transaction
are fully negotiated and known. Realised gains and losses from investment
transactions are determined using the specific identification method.

 

Dividend income and expense are recorded on the ex-dividend date. Interest
expense is recognised as incurred. Interest and dividends have not been
accrued for securities or other obligations when the Company's management
believes there is substantial doubt of collection.

 

Revenue is measured based on the consideration to which the Company expects to
be entitled in a contract with a customer and excludes amounts collected on
behalf of third parties. The Company recognizes revenue when it transfers
control of a product or service to a customer.

 

Measurement

 

Financial assets and financial liabilities are measured initially at cost
which is the fair value of the consideration given or received.

 

All recognised financial assets that are within the scope of IFRS 9 are
required to be subsequently measured at amortized cost or fair value based on
the entity's business model for managing the financial assets and the
contractual cash flow characteristics of the financial assets.

 

Subsequent to initial recognition, all financial assets and financial
liabilities are measured at fair value and accounted for through profit or
loss. Gains and losses arising from changes in the fair value of the financial
assets or financial liabilities at fair value through profit or loss are
presented in the consolidated statements of profit or loss in revenue, in the
period in which they arise.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three
months or less when acquired to be cash equivalents.

 

                    Cash Advances for Future Investments

 

The Company may pay direct expenditures on behalf of a private operating
company which the Company's management expects to invest in, in the future.
When such expenditures are paid, they are recorded as cash advances for future
investment on the Company's statements of financial position. Such
expenditures may be reimbursable by the private operating company that they
were paid on behalf of, or they may be converted to equity or debt securities
issued by the private operating company in future periods. If the Company
determines that such expenditures are not collectible from the private
operating company or will not be converted to equity or debt securities, then
the Company recognizes a loss on such expenditures in the year in which such
loss is determined. The balance in cash advances for future investments was
$86,165 as of June 30, 2022, and December 31, 2021, and $848,226 as of June
30, 2021 and is reflected on the Company's statements of financial position.

 

Prepaid Expenses

 

Prepaid expenses as of December 31, 2021, include expenses incurred in
connection with the initial public offering of i(x) Net Zero, PLC ("i(x) Net
Zero"). These expenses were accrued as of December 31, 2021 and deducted from
the equity of i(x) Net Zero upon completion of the IPO. The total of these
expense amounted to $1,416,000 as of December 31, 2021.

 

Current Liabilities

 

The balances in the accompanying statements of financial position for accounts
payable and accrued expenses, professional fees payable and the current
portion of the lease liability are due and payable within one year from June
30, 2022 and 2021 and December 31, 2021 respectively.

 

Lease Accounting

 

The Company accounts for leases by recognizing a right-of-use asset and a
lease liability. Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease term, with the discount
rate determined by reference to the rate inherent in the lease unless this
rate is not readily determinable, in which case the Company's incremental
borrowing rate on commencement of the lease is used. Right-of- use assets are
initially measured at the amount of the lease liability, reduced for any lease
incentives received, and increased for lease payments made at or before
commencement of the lease, initial direct costs incurred and the amount of any
provision where the Company is contractually required to dismantle, remove or
restore the leased asset. Subsequent to initial measurement, lease liabilities
increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are
amortized on a straight-line basis over the remaining term of the lease.

 

 

The Company has a lease agreement with lease and non-lease components. Such
non- lease components are accounted for separately.

 

The Company has elected not to recognize right-of-use assets and liabilities
for short-term leases that have a lease term of 12 months or less, or leases
of low value assets. These lease payments are expensed on a straight-line
basis over the lease term.

 

                      Income Taxes

 

The results of the corporate inversion and resulting IPO transaction result in
i(x) Net Zero being treated as a U.S. domestic corporation for all purposes of
the U.S. tax code under Internal Revenue Code Section 7874(b) as of the date
of the transaction. As a result of the transaction, there will be deferred tax
implications related to the Company's temporary difference in the book and tax
basis of its assets, the most material of which is the difference between the
tax basis and the fair value of the Company's investments. As of June 30,
2022, the U.S. federal and state corporate deferred tax impact of the above
referenced transaction on the investments listed on the Company's schedule of
investments at fair value is projected to result in a deferred tax liability
of approximately $12,686,000 at the Company's effective federal and state tax
rates of 21% and 3.29%, respectively.

 

Deferred Income Taxes

 

The Company recognizes a deferred tax asset for the tax benefit of a net
operating loss that, in the judgement of the Company's management, is more
likely than not of being realised in a future year. The tax benefit of a net
operating loss will be realised if it can be offset against taxable income in
a future year. Currently, federal net operating losses carryforward
indefinately and the carryforward periods in the states where the Company
files income tax returns is 20 years. A valuation allowance is established for
any portion of a deferred tax asset that is not likely to be realised in a
future year. The valuation allowance is evaluated and adjusted annually by
management for changes in the estimated amount of deferred tax assets that are
not likely to be realised in future years, based on evidence currently
available.

 

The Company also recognizes deferred income tax liabilities for the tax effect
of temporary differences between the tax basis of assets and liabilities and
their reported amounts in the financial statements.

 

Deferred tax assets and liabilities are determined based on enacted tax laws
and income tax rates expected to be in effect at the time the deferred tax
assets and liabilities are expected to affect taxable income.

A balance sheet approach is used to determine the deferred income tax
provision or benefit to be recognised in the Company's statements of
operations. The current year provision or benefit is determined based on the
difference between the prior and current year balances in the deferred tax
asset and deferred tax liability accounts. The change in valuation allowance
for the deferred tax asset is determined using the same approach.

 

The following are the deferred tax liabilities of the Company as of June 30,
2022:

 

                                Total                         Federal              State

 Deferred Tax Liability  $   12,685,897                  $ 12,359,843          $ 326,054

 

There were no deferred tax assets as of June 30, 2022.

 

Accounting for Uncertainties in Income Taxes

 

The Company's management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to
interpretation, and establishes provisions, where appropriate, on the basis of
amounts expected to be paid to the tax authorities. The Company's management
has determined that there are no uncertain tax positions and, as a result, has
identified no matters that require further disclosure in the financial
statements. As of December 31, 2021, the tax years that remain subject to
examination by United States federal and state tax jurisdictions under the
statute of limitations, are the calendar years 2018 through 2021.

 

Fair Value Estimation

 

Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date in the principal market or, in its absence, the most
advantageous market to which the Company has access at that date. The fair
value of a liability reflects its non-performance risk.

 

When available, the Company measures the fair value of an instrument using the
quoted price in an active market for that instrument. A market is regarded as
active if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing basis. If
there is no quoted price in an active market, then the Company uses valuation
techniques that maximize the use of relevant observable inputs and minimize
the use of unobservable inputs. The chosen valuation technique incorporates
all of the factors that market participants would take into account in pricing
a transaction.

 

The Company measures fair value using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements.

 

The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements).

 

·     Level 1: Assets and liabilities with inputs that reflect unadjusted
quoted prices in active markets for identical assets or liabilities that the
Company has the ability to access at the measurement date.

 

·     Level 2: Assets and liabilities with inputs other than quoted
prices included within Level 1, that are observable either directly or
indirectly, including quoted market prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets that
are considered less active or other valuation techniques in which all
significant inputs are directly or indirectly observable from market data.

 

·     Level 3: Assets and liabilities with inputs that are unobservable.
Level 3 includes all instruments for which the valuation technique includes
inputs not based on observable data and the unobservable inputs have a
significant effect on the instrument's valuation. The valuation technique used
is dependent on the level of data, the circumstances and the availability of
observable inputs and may include discounted cash flow analysis, market
comparables and option pricing models.

 

Level 3 instruments include investments in private operating companies, which
comprise 100% of the Company's investment portfolio. The Company's management
determines the fair value of these investments using valuation techniques
applicable to Level 3 investments. Typically, the Company's best estimate of
fair value at inception is the transaction price, excluding transaction costs.
When evidence supports a change to the carrying value from the transaction
price, adjustments are made to reflect expected exit values in the
investment's principal market under current market conditions.

 

In estimating the value of Level 3 investments, the inputs generally used by
the Company's management include the original transaction price, completed or
pending third-party transactions in the underlying investment or comparable
issuers, subsequent rounds of financing, recapitalizations and other
transactions across the capital structure, offerings in the equity or debt
capital markets, and changes in financial ratios or cash flows. The Company
also considers specific events which may impact the fair value of investee
companies, including the following:

 

·     Corporate, political or operating events that may have a material
impact on the investee company's prospects and therefore, its fair value.

·     The investee company is placed into receivership or bankruptcy.

·     The investee company is unlikely to continue as a going concern.

·     Management changes at the investee company that may have a positive
or negative impact on the investee company's ability to achieve its objectives
and build value for shareholders.

 

Level 3 investments may also be adjusted to reflect illiquidity and/or
non-transferability, with the amount of such discount estimated by the
Company's management in the absence of market information. The fair value
measurement of Level 3 investments does not include transaction costs that may
have been capitalized as part of the security's cost basis. Assumptions used
by the Company's management due to the lack of observable inputs may
significantly impact the resulting fair value and therefore the Company's
results of operations.

 

         Investments in Private Operating Companies

The following table presents information about the Company's assets measured
at fair value as of June 30, 2022 and 2021, and December 31, 2021:

 

 
 
                                          Level
3

                                      June 30, 2022                                                          June 30, 2021

                                                                                                                                             December 31, 2021
 Investments at Fair Value
 Common Stock                         $  2,383,698                                                           $  2,245,730                    $      2,383,698
 Convertible Note                              511,000                                                       300,000                         499,955
 Limited Liability Company Interests  62,299,485                                                             52,651,058                      57,357,099
 Limited Partnerships                            742,000                                                                500,000                          500,000

 Total investments at Fair Value,
 End of Period                        $   65,936,183                                                         $   55,696,788                  $    60,740,752

 

The following tables present the changes in assets classified in Level 3 of
the fair value hierarchy for the periods ended June 30, 2022 and 2021 and the
year ended December 31, 2021:

 

                                                                              Convertible                       Limited Liability               Limited
                                  Common Stock                                   Note                             Company Interests               Partnerships                    Totals

 Balance at December 31, 2021  $   2,383,698                             $       499,955                      $          57,357,099           $       500,000               $ 60,740,752
 Purchases of investments      -                                         -                                    500,000                         -                             500,000
 Unrealised gain                                   -                                11,045                               4,442,386                       242,000                   4,695,431
 Balance at June 30, 2022      $       2,383,698                          $       511,000                     $          62,299,485           $       742,000               $ 65,936,183

 

 

                                     Common                                    Convertible                            Limited Liability                     Limited
                                       Stock                                        Note                              Company Interests                        Partnerships                           Total

 Balance at December 31, 2020  $  1,338,151                              $       50,000                               $           14,379,697            $                 -                   $ 15,767,848
 Advisory fees paid-in kind    -                                         -                                            -                                 500,000                               -
 Purchases of investments                          -                     250,000                                      200,000                           -                                     950,000
 Unrealised gain                        907,579                                           -                                     38,071,361                                -                    38,978,940
 Balance at June 30, 2021      $     2,245,730                                                                        $           52,651,058            $      500,000                        $    55,696,788

                                                                         $     300,000

 

 

 

                                             Common                      Convertible                       Limited Liability               Limited
                                               Stock                        Note                           Company Interests                  Partnerships                           Total

 Balance at December 31, 2020          $  1,338,151                $       50,000                          $      14,379,697           $                 -                   $ 15,767,848
 Purchases of investments              -                           499,955                                 3,370,000                   500,000                               4,369,955
 Transfer to assets held for disposal  (200,000)                    (50,000)                               -                           -                                     (250,000)
 Unrealised gain                             1,245,547                                -                           39,607,402                             -                    40,852,949
   Balance at December 31, 2021        $     2,383,698             $         499,955                       $        57,357,099         $         500,000                     $   60,740,752

 

During the six-month periods ended June 30, 2021, and 2020, and the year ended
December 31, 2021, there were no transfers of securities between Levels.

 

The following tables summarize the methods and significant assumptions used to
measure investments categorized in Level 3 of the fair value hierarchy and
whose values were determined by management as of June 30, 2022 and 2021, and
December 31, 2021:

 

                                                        Fair Value at June 30, 2022

                                                        (in thousands)                              Valuation                                    Unobservable

                                                                                                 Technique                                           Input                                                                                   Average

 Investments
  Common Stock
 Carbon Capture Technology         $                    2,384                                 Market Approach                                    Implied value of equity financing                                                      $109.53/share
 Total Common Stock                                     2,384

 Limited Liability Company Interests
 Biofuel Developer (1)                                  46,902                                Market Approach                                    Recent transaction - capital raise (90% weight)                                        $4.52/unit
                                                                                              Option Pricing Method (backsolve)                  Risk free rate - 3%, volatility - 138.8%; time to liquidity event - 5

                                   .
                                                                                                                                                 years (10% weight)
 Real Estate Development                                5,000                                 Income Approach -                                  Discount rate - 55%                                                                    $3.92/unit
                                                                                              Discounted Cash Flow
 Renewable Energy                                       9,697                                 Options Pricing Method (Management Company)        Risk free rate - 3%, volatility - 4%; time to liquidity event - 5 years

                                                                                              Monte Carlo Simulation                             Risk free rate - 2.9%, volatility - 4%; term to maturity -1.8 years (lockup

                                                  period)
                                                                                              (Founders' shares owned indirectly by management
                                                                                              company)
                                                        700                                   Transaction cost                                   Transaction cost                                                                       N/A
 Total Renewable Energy                                 10,397

 Software/Information Technology                        511                                   Market Approach                                    Recent transaction - capital raise                                                     $46.56/unit
                                                                                                                                                 (50% weight)
                                                                                              Option Pricing Method (backsolve)

                                                                                                                                                 Risk free rate - 3%, volatility - 180.0%; time to liquidity event - 5
                                                                                                                                                 years (50% weight)
 Total Limited Liability
 Company Interests                                      62,810

 Limited Partnership Interest
                                                                                              Transaction cost                                   Transaction cost                                                                       $225/unit

 Building technology                                    742

 Total                             $                   65,936

 

                                           Fair Value at June 30, 2021

                                           (in thousands)                       Valuation Technique                Unobservable

                                                                                                                          Input                                                              Average

   Investments

 Convertible Notes
 Finance Technology                    $   50                                   Transaction Cost                   Transaction cost                                                      $50,000
 Software                                  250                                  Transaction Cost                   Transaction cost                                                      $250,000
                                           300

 Common Stock
 Carbon Capture Technology                 2,046                                Market Approach                    Implied value of equity                                               $94.01/share

                                                                                                                   financing round
 Finance Technology                        200                                  Market Approach                    Transaction cost plus advisory fees paid in kind                      $1.00/share
 Total Common Stock                        2,246

 Limited Liability Company Interests
 Biofuel Developer (1)                     47,371                               Market Approach                    Recent transaction - capital raise (90% weight)                       $4.56/unit
                                                                                Option pricing method (backsolve)  Risk free rate - .9%, volatility - 170%; time to liquidity event -

                                       .
                                                                                                                   5 years (10% weight)

 Real Estate Development                   5,080                                Income Approach -                  Discount rate - 15%;                                                  $4.14/unit
                                                                                  Discounted Cash Flow              long term growth rate -

                                                                                                                    2%; tax rate - 26%

 Renewable Energy                          200                                  Transaction Cost                   Transaction cost                                                      $200,000
 Total Limited Liability Company
 Interests                                 52,651

 Limited Partnership Interest
 Building Technology                       500                                  Transaction Cost                   Transaction cost                                                      $500,000

$                 55,697
 Total

                                            Fair Value at December 31, 2021 (in thousands)      Valuation                                                                Unobservable                                                                      Average

                                                                                                Technique                                                                Input
 Investments Common Stock

 Carbon Capture Technology
                                            2,384                                               Market Approach                                                          Implied value of equity                                                           $109.53/shares
 Total Common Stock                         2,384
                                                                                                                                                                         Recent transaction - capital raise (90% weight)

 Limited Liability Company Interests        46,822                                              Market Approach                                                                                                                                            $4.51/unit
 Biofuel Developer (1)

                                                                                                Option Pricing Method (backsolve)                                        Risk free rate - 1.3%, volatility - 137.9%; time to liquidity event - 5 years
                                                                                                                                                                         (10% weight)

 Real Estate Development                    4,180                                               Income Approach - Discounted Cash Flow                                   Discount rate - 15%                                                               $3.92/unit

 Renewable Energy                           5,025                                               Options Pricing Method (Management Company)                              Risk free rate - 1.3%, volatility - 20%; expected life of option - 5 years
                                                                                                Monte Carlo Simulation (Founders' shares owned indirectly by management  Risk free rate - .85%, volatility - 10%; term to maturity - 2.3 years (lockup
                                                                                                company)                                                                 period)
                                            700                                                 Transaction cost                                                         Transaction cost                                                                  N/A
 Total Renewable Energy                     5,725

 Software/Information Technology            500                                                 Transaction cost                                                         Transaction cost                                                                  N/A

 Total Limited Liability Company Interests  57,857

 Limited Partnership Interest

 Building technology                        500                                                 Transaction cost                                                         Transaction cost                                                                  N/A
 Total                                      $                         60,741

 

(1) The investment in Biofuels represents the Company's interest in WasteFuel
Global, LLC ("WasteFuel Global"). In January 2021, WasteFuel Holdings, LLC was
reorganized into WasteFuel Global, LLC and the Company contributed its
interest in WasteFuel Holdings to the new company, in exchange for 10,841,000
units of the new company.

The per unit price of WasteFuel Global in the most recent capital raise was
given a 90% weight in the June 30, 2022, June 30, 2021 and December 31, 2021
valuations and a 10% weight was ascribed to the backsolve method, which is a
method that derives the equity value for a company from a transaction
involving the company's own securities. The rights and preferences of each
class of equity, market interest rates, industry sector volatility data, and
an estimated time period to a liquidity event are all considered and included
in an option pricing model under the backsolve method. The weighting of these
two valuation methods and the unobservable inputs used in the valuation were
based on management judgment. The unobservable inputs are presented in the
Level 3 valuation table as of June 30, 2022 and 2021 and December 31, 2020, in
Note 2 above.

 

On a semi-annual basis, the Company's management reviews the fair value
calculation for each Level 3 security and assesses, among other things, the
reasonableness of the pricing models, the inputs to the pricing models and the
significant assumptions developed internally or by independent valuation
experts.

 

3.      Share Capital

 

The Company has 79,056,811 ordinary shares authorized, issued and outstanding
as of June 30, 2022.

 

Basic earnings per share is calculated by dividing the earnings attributable
shareholders by the weighted average number of ordinary shares outstanding
during the period. Fully diluted earnings per share is calculated based on the
weighted average number of shares assuming all stock options are exercised.
Due to losses in the period from January 1, 2022 to June 30, 2022, the effect
of stock options on earnings per share is anti-dilutive and therefore stock
options are not included in the calculation of diluted earnings per share.
Earnings per share are set out below:

 

 
       Basic

Earnings attributable to the ordinary

 shareholders of the Company        $ (12,860,896)
 Weighted average number of shares    79,056,811
 Basic and diluted loss per share    $            (0.16)

 

Incremental costs directly attributable to the issue of new ordinary shares or
options are shown in equity as a deduction, net of tax, from the proceeds. The
gross and net proceeds from the IPO are as follows:

 

                                             Amount                       Shares

 Gross proceeds from IPO                     $    14,481,736              14,056,811
 Less: IPO expenses                                 (2,356,315)                                 -

 Proceeds, net of expenses from IPO          $    12,125,421                    14,056,811

 4.        Share-Based Compensation

 

Pursuant to the Company's Equity Incentive Plan for 2022 (the "Incentive
Plan"), stock options were granted to management employees during the period
from January 1, 2022 to June 30, 2022. Each management employee was granted
the option to purchase shares of the Company's stock in accordance with each
employee's Stock Option Grant. The options are exercisable at £0.76 per share
and the options expire ten years from the grant date, as specified in each
employee's Stock Option Grant. The shares subject to the Incentive Plan vest
over three years and will only vest upon the Company's achievement of a total
shareholder return compound growth per annum target for the Performance Period
of 8% or more. The Performance Period is the period of three years from the
date the Company's shares were admitted for trading on the AIM market. Options
are forfeited if an employee leaves the Company before the options vest.

 

Details of the share options outstanding during the period from January 1,
2022 to June 30, 2022 are as follows:

 

                                     Period from

                                     January 1, 2022

                                     to June 30, 2022
 Outstanding at beginning of period                           -
 Granted during the period           5,779,277
 Forfeited during the period         (909,153)
 Excercised during the period        -
 Expired during the period                                    -
 Outstanding at end of period                  4,870,124

 

The aggregate fair value of the options granted as of the dates granted was
$4,303,000, which was determined using the Black Scholes options pricing
model. The expected volatility used to determine the fair values of the
options granted ranged from 123.4% to 125.2% and the average expected
volatility was 124.4%. The risk free rates used in the determination of the
fair values of the options ranged from 1.86% to 2.85% and the average risk
free rate was 2.38%.

 

The expense recognised for the period from January 1, 2022 to June 30, 2022
was

$779,725 and is included in general and administrative expenses on the
consolidated statement of profit or loss.

 

 

 

 

              5.      Commitments and Contingencies, Assets Held for Disposal and Discontinued Operations

 

The following table sets out the assets and liabilities as of December 31,
2021, which were transferred from i(x) investments to i(x) Sustainable
Holdings upon completion of the Company's IPO in February 2022:

 

                                      i(x) Financial                                                                       i(x) investments,

                                        Services, LLC                                                                                   LLC                                                  Total

 Current Assets
 Cash and cash equivalents            $              534,276                                                               $                           -                            $           534,276
 Cash advances for future investment        -                                                                              390,770                                                  390,770
 Accounts receivable                  337,727                                                                              -                                                        337,727
 Prepaid expenses and other assets    26,763                                                                               -                                                        26,763

 Non-current Assets
 Investments                                            __      -                                                                         250,000                                                250,000
 Total Assets                                          898,766                                                                              640,770                                         1,539,536
 Current Liabilities
 Accounts payable                                     220,820                              -                                                                                        220,820
 Loans payable                                        101,875                                                           -                                                                        101,875
                                                                   322,695                                              -                                                                        322,695
 Members' Capital                                     $              576,071               $                   640,770                                                              $    _   1,216,841

 

In addition to the above, $400,000 was transferred from i(x) investments to
i(x) Sustainable Holdings in January 2022 based upon the Transfer Agreement,
as amended, between i(x) investments and i(x) Sustainable Holdings.

 

In the normal course of business, the Company enters into contracts that
contain a variety of representations and warranties, and which provide
indemnifications. The Company's maximum exposure under these arrangements is
unknown, as this would involve future claims that may be made against the
Company that have not yet occurred. However, based on experience, the Company
expects the risk of loss to be remote.

 

The Company has non-binding commitments to invest $2.475 million in Enphys
Management Company over the 18-month period beginning in January 2022. The
total amount funded through December 31, 2021, plus non-binding commitments
over the next 2 years totals $6.0 million. In addition, i(x) Net Zero has
agreed to invest an additional $1.5 million in cash in Enphys Management
Company, LLC ("EMC"). The investment comprises an initial payment of $500,000
and 10 monthly payments of $100,000 each commencing in July 2022, each of
which is expected to be funded from i(x) Net Zero's existing cash resources.
Following the initial payment, i(x) Net Zero's holding in EMC will increase by
3.5% to 14.5%. However, if the Company fails to make any of the payments
agreed to, the 3.5% is subject to clawback in its entirety. This investment
also indirectly increases i(x) Net Zero's stake in Enphys Acquisition Corp
("EAC"). The Company expects this additional investment to be accretive to its
net asset value.

 

In January 2022, Lion Point Capital, LP, on behalf of funds managed by it,
("Lion Point") and the Company entered into a strategic relationship to
identify and pursue certain transactions together, with an initial focus on
opportunities in Energy Transition. At the time of the Company's IPO, Lion
Point Master, LP ("Lion Point Master") entered into a subscription agreement
and subscribed for $6.8 million (approximately £5.0 million) in ordinary
shares of the Company at the placing price as part of the fundraising. Lion
Point Master was granted a put option and pursuant to the put option, the
Company is obliged to repurchase  Lion Point Master's shareholding of
6,672,161 Ordinary Shares at the placing price (£0.76 per share ($1.02 per
share)) amounting up to $6.8 million at any time during the three year term
following the Company's admission to trading on AIM. Lion Point has also
granted to the Company a call option to purchase $6.8 million of common shares
of Suniva, Inc. Further details  are set out in paragraph 5.6 of Part 1 and
paragraphs 18.1(j), (k) and (l) of Part 7 of the Company's Admission document
dated 4 February 2022, which is available on the Company's website
https://ixnetzero.com/.

 

                    6.      Leases

 

The Company's lease for office space at 1149 Third Street, Santa Monica, CA
commenced in December 2018 and expires in January 2024. Upon initial
recognition of the lease liability, such amount was measured at the present
value of the contractual payments due to the lessor, using the Company's
incremental borrowing rate of 5% as the discount rate. The amount of the
initial liability and the right of use asset was $1,549,998. For the period
from January 1, 2022 to June 30, 2022, information pertaining to this
operating lease was as follows:

 

 Supplemental Information                                                         Total

 Operating lease ROU asset as of December 31, 2021                                $          653,426
 Amortisation of ROU assets for the six months ended June 30, 2022                (149,983)
 Operating lease ROU asset as of June 30, 2022                                    $          503,443

 Total operating lease costs included in occupancy expense for the six months     $          288,425
 ended June 30, 2022

 Remaining lease term

                                                                                  19 months
 Discount rate                                                                    5.0%
 Maturities of operating lease liability for fiscal years ending
 December 31
 2022                                                                             $         182,173
 2023                                                                             374,342
 2024                                                                                             32,051
 Total lease payments                                                                           588,566
 Less imputed interest                                                                           (21,662)
 Total operating lease liability as of June 30, 2022                               $          566,904

 

Interest expense on lease liabilities for the periods ended June 30, 2022 and
2021 and the year ended December 31, 2021 was $15,839, $23,342 and $43,220,
respectively.

The Company sublet its office space in Santa Monica, California, effective
August 1, 2021. In accordance with the terms of the sublease agreement, the
subtenant is obligated to pay rent to the Company monthly, totalling $460,668
over the remaining life of the lease, which terminates on January 31, 2024. In
addition, the subtenant is obligated to pay the Company's share of operating
expenses which are payable to the lessor under the terms of the original
lease.

 

                   7. Related Parties

 

As disclosed in the Company's Admission Document, upon Admission, Steven
Oyer, the CEO and Director of i(x) Net Zero plc would have been entitled to
$2,000,000 as an investor liquidity bonus under the terms of his service
agreement. However, he voluntarily agreed to amend his agreement. Under the
amendment proposed by Steven Oyer, he would receive a cash bonus of
$1,050,000, and $700,000 of his $2,000,000 bonus would at his direction
and request instead be paid to other members of the i(x) executive team,
including the CIO, CFO, COO and Director, Strategic Initiatives, for a total
of $1.75 million in cash bonus to be paid to the executive
team. The executive team then agreed that an aggregate of $1,000,000
of the cash bonus payments (being approximately the aggregate after-tax
amount of the cash bonus to the executive team) would be used to fund the
acquisition by the executive team of $1,000,000 of Ordinary Shares at the
Placing Price (£0.76 per share) from an affiliate of a founder, former CEO
and Director of i(x) investments.

 

The remaining $250,000 due to Steven Oyer under his original service
agreement was paid to him via an option grant made on Admission to purchase
any time after Admission such number of Ordinary Shares as equals $250,000 at
the Placing Price. This option grant was in addition to the incentive
grant awarded to Steven Oyer under the Company's Equity Incentive Plan on
Admission.

 

On 9 February 2022 the five members of the executive team purchased 981,201
i(x) Net Zero ordinary shares from an affiliate of a founder, former CEO and
Director of i(x) investments for $1,000,000, which the Company paid on their
behalf.  The Company recorded that payment as IPO bonus expense of
$1,000,000. The Company then recorded the remaining $750,000 of the
aggregate cash bonus, plus a small additional amount to cover additional
employee income tax liability, for a total of $765,182, to be paid in
2022. The amount of the bonus that is payable as of June 30, 2022 is
$654,182, and is reported on the consolidated statements of financial position
as bonus payable.

 

A former CEO and Director of the Company, who served through December 2020,
and served as a consultant to the Company through August 2021, was paid
consulting fees totalling $444,167 in 2021. This former CEO and Director is
also a shareholder in the Company, serves as the Chairman and CEO of an
investee company and is a shareholder in another investee company.  In
addition, two of the Directors of the Company are investors in an investee
company and invested on the same terms as the Company.

 

                  8.        Subsequent Events

 

 

There were no subsequent events identified by the Company's management which
would require adjustment to, or disclosure in, the consolidated financial
statements.

 

 

* * * * *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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