REG - Marwyn AcqCo III Ltd - Interim Financial Statements to 31 December 2025
18/03/2026 16:00
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RNS Number : 1758X Marwyn Acquisition Company III Ltd 18 March 2026
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PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
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LEI: 254900YT8SO8JT2LGD15
Marwyn Acquisition Company III Limited
(the "Company")
Interim Financial Statements for the period ended 31 December 2025
The Company announces the publication of its Interim Financial Statements for
the period ended 31 December 2025.
The Interim Financial Statements are also available on the 'Shareholder
Documents' page of the Company's website at www.marwynac3.com
(http://www.marwynac3.com) .
Enquiries:
Company Secretary - 020 7004 2700
Antoinette Vanderpuije
Zeus Capital Limited - Corporate Broker - 020 3829 5000
Harry Ansell
Katy Mitchell
MARWYN ACQUISITION COMPANY III LIMITED
Unaudited Interim
Condensed Consolidated Financial Statements for the 6 months ended 31 December
2025
MANAGEMENT REPORT
We present to shareholders the unaudited interim condensed consolidated
financial statements (the "Interim Financial Statements") of Marwyn
Acquisition Company III Limited (the "Company") for the six months to 31
December 2025, consolidating the results of the Company and its subsidiary,
MAC III (BVI) Limited (the "Subsidiary") (collectively, the "Group").
Strategy and Activity
The Company was incorporated on 31 July 2020 and subsequently listed on the
Main Market of the London Stock Exchange on 4 December 2020. The Company has
been formed for the purpose of effecting a merger, share exchange, asset
acquisition, share or debt purchase, reorganisation, or similar business
combination with one or more businesses. The Company's objective is to
generate attractive long term returns for shareholders and to enhance value by
supporting sustainable growth, acquisitions, and performance improvements
within the acquired companies.
On 9 October 2025, the Company announced that it was in discussions with
private capital administrator, Palmer Street Limited ("Palmer") and
accordingly the Company's shares were suspended from trading. The Company
subsequently announced on 6 March 2026 that discussions with Palmer had been
terminated by mutual agreement with Palmer, and accordingly the suspension was
lifted on 9 March 2026.
Following the cessation of discussions with Palmer, the Directors continue to
consider a broad range of sectors, those which they believe will provide the
greatest opportunity and which the Company will initially focus on include:
· Automotive & Transport;
· Clean Technology;
· Consumer & Luxury Goods;
· Banking & FinTech;
· Insurance, Reinsurance & InsurTech & Other Vertical
Marketplaces;
· Media & Entertainment;
· Healthcare & Diagnostics; and
· Business-to-Business Services.
The Company will seek to identify situations where a combination of management
expertise, improving operating performance, freeing up cashflow for
investment, and implementation of a focussed buy and build strategy can unlock
growth in their core markets and often into new territories and adjacent
sectors.
Results
The Group's loss after taxation for the period to 31 December 2025 was
£406,661 (31 December 2024: profit of £66,503). The Group held a cash
balance at the period end of £4,478,895 (as at 30 June 2025: £4,719,542).
The Group has not yet acquired an operating business and as such is not yet
income generating.
Directors
The Directors of the Company have served as directors during the period and
until the date of this report as set out below:
James Corsellis (Chairman);
Antoinette Vanderpuije (Non-Executive Director); and
Tom Basset (Non-Executive Director).
Dividend Policy
The Company has not yet acquired a trading business, and it is therefore
inappropriate to make a forecast of the likelihood of any future dividends.
The Directors intend to determine the Company's dividend policy following
completion of a platform acquisition (an "Initial Acquisition") and, in any
event, will only commence the payment of dividends when it becomes
commercially prudent to do so.
Corporate Governance
Under the UK Listing Rules the Company is included in the Shell Companies
Category and therefore is not required to comply with the provisions of the UK
Corporate Governance Code.
Given the size and nature of the Group the Directors have decided not to
voluntarily adopt the UK Corporate Governance Code at this time. Nevertheless,
the Board is committed to maintaining high standards of corporate governance
and will consider whether to voluntarily adopt and comply with the UK
Corporate Governance Code in conjunction with an Initial Acquisition, taking
into account the Company's size and status at that time.
The Company currently complies with the following principles of the UK
Corporate Governance Code:
· The Company is led by an effective and entrepreneurial Board of
Directors (the ''Board''), whose role is to promote the long term sustainable
success of the Company, generating value for shareholders and contributing to
wider society;
· The Board ensures that it has the policies, processes,
information, time and resources it needs in order to function effectively and
efficiently; and
· The Board ensures that the necessary resources are in place for
the company to meet its objectives and measure performance against them.
Given the size and nature of the Company, the Board has not established any
committees and intends to make decisions as a whole. If the need should arise
in the future, for example following an Initial Acquisition, the Board may set
up committees and may decide to adopt the UK Corporate Governance Code.
In conjunction with the commencement of discussions with Palmer, as required
by UK Listing Rule 13, the Company appointed Zeus Capital Limited as its
Sponsor.
Risks
The Directors have carried out a robust assessment of the principal risks
facing the Group including those that would threaten its business model,
future performance, solvency or liquidity. There have been no significant
changes to the principal risks described in the Group's Audited Annual Report
and Consolidated Financial Statements for the year ended 30 June 2025, which
are available on the Company's website. The Directors are of the opinion that
the risks detailed therein are applicable to the six-month period to 31
December 2025, as well as the remaining six months of the current financial
year.
Outlook
The Directors continue to pursue opportunities with potential management
partners, which, alongside a more favourable outlook for capital markets
generally, as well as encouraging sector-specific trends, the directors look
forward to updating shareholders in due course.
RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their knowledge:
(a) these Interim Financial Statements, which have been prepared in accordance
with IAS 34 "Interim Financial Reporting" as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company; and
(b) these Interim Financial Statements comply with the requirements of DTR
4.2.
Neither the Company nor the Directors accept any liability to any person in
relation to the Interim Financial Statements except to the extent that such
liability could arise under applicable law.
Details on the Company's Board of Directors can be found on the Company
website at www.marwynac3.com (http://www.marwynac3.com) .
James Corsellis
Chairman
18 March 2026
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months Six months
Ended Ended
31 December 31 December
2025 2024
Note Unaudited Unaudited
£'s £'s
Administrative expenses 6 (345,740) (305,826)
Total operating loss (345,740) (305,826)
Finance income 93,079 172,329
Movement in fair value of warrants 13 (154,000) -
Reversal of unrealised loss on cancellation of A Warrants 13 - 200,000
(Loss)/profit for the period before tax (406,661) 66,503
Income tax 7 - -
(Loss)/profit for the period (406,661) 66,503
Total other comprehensive income - -
Total comprehensive (loss)/profit for the period (406,661) 66,503
(Loss)/profit per Ordinary Share £'s £'s
Basic and diluted 8 (0.0528) 0.0086
The Group's activities derive from continuing operations.
The Notes on pages 9 to 23 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 30 June
2025 2025
Note Unaudited Audited
£'s £'s
Assets
Current assets
Other receivables 10 47,666 208,290
Cash and cash equivalents 11 4,478,895 4,719,542
Total current assets 4,526,561 4,927,832
Total assets 4,526,561 4,927,832
Equity and liabilities
Equity
Ordinary Shares 14 326,700 326,700
A Shares 14 6,020,000 6,020,000
Sponsor share 14 1 1
Share-based payment reserve 15, 17 169,960 169,960
Accumulated losses 15 (3,669,278) (3,262,617)
Total equity 2,847,383 3,254,044
Current liabilities
Trade and other payables 12 139,178 287,788
Warrants 13 1,540,000 1,386,000
Total liabilities 1,679,178 1,673,788
Total equity and liabilities 4,526,561 4,927,832
The Notes on pages 9 to 23 form an integral part of these Interim Financial
Statements.
The Interim Financial Statements were approved by the Board of Directors on 18
March 2026 and were signed on its behalf by:
James Corsellis Antoinette Vanderpuije
Chairman Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary A Sponsor Share Accumulated Total
shares Shares share based losses equity
payment
reserve
£'s £'s £'s £'s £'s £'s
Balance as at 1 July 2024 326,700 10,320,000 1 169,960 (3,136,645) 7,680,016
Total comprehensive profit for the period - - - - 66,503 66,503
Cancellation of A Shares and matching warrants - (4,300,000) - - - (4,300,000)
Balance as at 31 December 2024 326,700 6,020,000 1 169,960 (3,070,142) 3,446,519
Ordinary A Sponsor Share Accumulated Total
shares Shares share based losses equity
payment
reserve
£'s £'s £'s £'s £'s £'s
Balance as at 1 July 2025 326,700 6,020,000 1 169,960 (3,262,617) 3,254,044
Total comprehensive loss for the period - - - - (406,661) (406,661)
Balance as at 31 December 2025 326,700 6,020,000 1 169,960 (3,669,278) 2,847,383
The Notes on pages 9 to 23 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months Six months
ended ended
31 December 31 December
2025 2024
Note Unaudited Unaudited
£'s £'s
Operating activities
(Loss)/profit for the period (406,661) 66,503
Adjustments to reconcile total operating (loss)/profit to net cash flows:
Deduct finance income (93,079) (172,329)
Add back fair value loss on warrant liability 13 154,000 -
Reversal of unrealised loss on cancellation of A Warrants 13 - (200,000)
Working capital adjustments:
Decrease/(increase) in trade and other receivables 10 160,624 (9,371)
Decrease in trade and other payables 12 (148,610) (6,685)
Net cash flows used in operating activities (333,726) (321,882)
Investing activities
Interest received 93,079 172,329
Net cash flows used in investing activities 93,079 172,329
Financing activities
Repurchase of A Shares 14 - (4,300,000)
Repurchase of A Warrants 13 - (700,000)
Net cash flows used in financing activities - (5,000,000)
Net decrease in cash and cash equivalents (240,647) (5,149,553)
Cash and cash equivalents at the beginning of the period 4,719,542 10,054,287
Cash and cash equivalents at the end of the period 11 4,478,895 4,904,734
The Notes on pages 9 to 23 form an integral part of these Interim Financial
Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Marwyn Acquisition Company III Limited was incorporated on 31 July 2020 in the
British Virgin Islands ("BVI") as a BVI business company (registered number
2040967) under the BVI Business Company Act, 2004. The Company was listed on
the Main Market of the London Stock Exchange on 4 December 2020 and has its
registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road
Town, Tortola, VG1110, British Virgin Islands and a UK establishment
(BR022832) at 11 Buckingham Street, London, WC2N 6DF.
The Company has been formed for the purpose of effecting a merger, share
exchange, asset acquisition, share or debt purchase, reorganisation or similar
business combination with one or more businesses. The Company has one
subsidiary, MAC III (BVI) Limited (together with the Company is collectively
the Group).
The transitional provisions of the UK Listing Rules ("UKLRs") expired on 29
July 2025 (which have applied to the Company as a shell company since 29 July
2024 (the "Transition Period")). The Company announced on 28 July 2025 that it
had adopted a revised memorandum and articles of association of the Company
(the "New Constitution") in accordance with this.
The New Constitution was prepared in accordance with the requirements of
UKLR13.2.1, which applied to the Company following the expiry of the
Transition Period. UKLR13.2.1 primarily requires that the Company's
constitution includes a requirement that it will cease operations if it has
not completed an Initial Transaction (as defined in UKLR13) within a 24-month
period from 30 July 2025 (the "Initial Transaction Deadline"). The New
Constitution also provides that (as permitted by the UKLRs) the Initial
Transaction Deadline may be extended by shareholder approval for up to three
further 12-month periods (plus a further six months in certain circumstances
if an incomplete Initial Transaction is in progress).
The Company therefore currently expects that, if an Initial Transaction has
not been completed on or before July 2027, an initial shareholder vote will be
proposed on or before July 2027 in order to seek an extension to the Initial
Transaction Deadline.
2. ACCOUNTING POLICIES
(a) Basis of preparation
These Interim Financial Statements have been prepared in accordance with the
IAS 34 Interim Financial Reporting and are presented on a condensed basis.
The Interim Financial Statements do not include all the information and
disclosures required in the Annual Financial Statements and should be read in
conjunction with the Group's Annual Report and Audited Consolidated Financial
Statements for the year ended 30 June 2025 (the "2025 Annual Report"), which
is available on the Company's website, www.marwynac3.com
(http://www.marwynac3.com) . Accounting policies applicable to these Interim
Financial Statements are consistent with those applied in 2025 Annual Report.
(b) Going concern
The Interim Financial Statements have been prepared on a going concern basis,
which assumes that the Group will continue to be able to meet its liabilities
as they fall due for the foreseeable future. The Directors have considered the
financial position of the Group and have reviewed forecasts and budgets for a
period of at least 12 months following the approval of the Interim Financial
Statements.
At 31 December 2025 the Group has net assets of £2,847,383 (30 June 2025:
£3,254,044), net assets excluding warrant liabilities of £4,387,383 (30 June
2025: £4,640,044) and a cash balance of £4,478,895 (30 June 2025:
£4,719,542). The Company has sufficient resources to continue to pursue its
investment strategy which may include effecting a merger, share exchange,
asset acquisition, share or debt purchase, reorganisation or similar business
combination with one or more businesses.
Subject to the structure of an Initial Acquisition, the Company may need to
raise additional funds to finance an Initial Acquisition in the form of equity
and/or debt. The capital structure of the Company enables it to issue
different types of shares in order to raise equity to fund an Initial
Acquisition. The ability of the Company to raise additional funds in relation
to an Initial Acquisition may affect its ability to complete that Initial
Acquisition. Other factors outside of the Company's control may also impact on
the Company's ability to complete that Initial Acquisition. The key risks
relating to the Company's ability to execute its stated strategy are set out
in its 2025 Annual Report, which is available on the Company's website.
The Company entered into a forward purchase agreement ("FPA") on 27 November
2020 with Marwyn Value Investors II LP (''MVI II LP'') of up to £20 million,
which may be drawn for general working capital purposes and to fund due
diligence costs. Any drawdown is subject to the prior approval of MVI II LP
and the satisfaction of conditions precedent. As at 31 December 2025, £12
million had been drawn down under the FPA. Of this £12 million, £5 million
was used to repurchase and cancel 5,000,000 of the 12,000,000 unlisted
redeemable A ordinary shares ("A Shares") and matching A warrants ("A
Warrants"), as further explained in Note 13. The amount available to be drawn
as at 31 December 2025 remains at £8 million despite this, as the £5 million
cannot be called again. Whilst the FPA provides a mechanism for the Company to
raise additional funds, as any drawdown is not under the exclusive control of
the Company, all cashflow and working capital forecasts have been prepared
without any further draw down on the FPA being assumed.
The Directors have considered macroeconomic backdrop, and the ongoing
operating costs expected to be incurred by the business over at least the next
12 months. Based on their review, the Directors have concluded that there are
no material uncertainties relating to going concern of the Group and as such
the Interim Financial Statements have been prepared on a going concern basis,
which assumes that the Group will continue to be able to meet its liabilities
as they fall due within the next 12 months from the date of approval of the
Interim Financial Statements.
(c) New standards and amendments to International Financial Reporting
Standards
New standards and amendments to International Reporting Standards
The International Financial Reporting Standards ("IFRS") applicable to the
Interim Financial Statements of the Group for the six-month period to 31
December 2025 have been applied.
Standards issued but not yet effective
The following standards are issued but not yet effective. The Group intends to
adopt these standards, if applicable, when they become effective. It is not
expected that these standards will have a material impact on the Group. The
Company notes that whilst the revisions set out in IFRS 18 are not assessed as
impacting the reported results or financial position of the Company, the
layout and line items within the primary statements may vary when the IFRS
becomes effective. This is a presentation matter only and does not affect
recognition or measurement.
Standard Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*;
IFRS 18 - Presentation and Disclosure of financial Statements*; and 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures*. 1 January 2027
*Subject to EU endorsement
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the Group's Interim Financial Statements under IFRS
requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including expectations of
future events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Key sources of estimation uncertainty
Valuation of warrants
The Company has issued matching warrants for both its issues of ordinary
shares ("Ordinary Shares") and A Shares. For every share subscribed for, each
investor was also granted a warrant ("Warrant") or A Warrant to acquire a
further share at an exercise price of £1.00 per share (subject to a downward
adjustment under certain conditions). Effective 29 April 2022 the exercise
date for the Warrants and A Warrants was extended to the 5th anniversary of an
Initial Acquisition, as detailed in Note 13. The Warrants and A Warrants are
valued using the Black-Scholes option pricing methodology which considers the
exercise price, expected volatility, risk free rate, expected dividends, and
expected term of the Warrants and A Warrants.
Critical accounting judgements
Classification of warrants
The Directors consider the Warrants and A Warrants to represent a derivative
liability due to the potential modification of the exercise price under
certain conditions that the Directors believe are possible to occur. This
modification results in the Warrants and A Warrants failing the 'fixed for
fixed' test, as outlined in IAS 32 para 16, which is required to recognise the
Warrants and A Warrants as equity instruments, that requires the Company to
provide a fixed number of shares for a fixed amount of cash on exercise of the
Warrants and A Warrants. Accordingly, the Warrants and A Warrants are
recognised as derivative liabilities, to be assessed at each balance sheet
date with a review of the underlying inputs undertaken.
The initial fair value recognised for the Warrants and A Warrants affects the
corresponding entry in equity recognised for the issue of shares as the
proceeds are required to be allocated between equity and liability. This is
due to the proceeds received from the issue of equity deemed to have been
received for both the issue of the shares and the Warrants and A Warrants
attached.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating decision-maker. As the
Group has not yet acquired an operating business, the Board of Directors
considers the Group as a whole for the purposes of assessing performance and
allocating resources, and therefore the Group has one reportable operating
segment.
5. EMPLOYEES AND DIRECTORS
The Group does not have any employees. During the six months to 31 December
2025, the Company had three serving Directors, as detailed on page 2, no
Director received remuneration under the terms of their Director service
agreements (31 December 2024: 3 directors and £Nil).
James Corsellis, Antoinette Vanderpuije, and Tom Basset have a beneficial
interest in the Incentive Shares issued by the Company's Subsidiary as
detailed in Note 17.
6. ADMINISTRATIVE EXPENSES
Six months Six months
ended ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Group expenses by nature
Professional support 331,374 291,955
Audit Fees 12,790 12,303
Other expenses 1,576 1,568
345,740 305,826
7. TAXATION
Six months Six months
ended ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Analysis of tax in period
Current tax on (loss)/profits for the period - -
Total current tax - -
Reconciliation of effective rate and tax charge: Six months Six months
ended ended 31 December
31 December 2025 2024
Unaudited Unaudited
£'s £'s
(Loss)/profit on ordinary activities before tax (406,661) 66,503
Add back fair value loss/(gain) on Warrant provision 154,000 (200,000)
Expenses not deductible for tax purposes 8,100 8,075
Loss on ordinary activities subject to corporation tax (244,561) (125,422)
Loss on ordinary activities multiplied by the rate of corporation tax in the 61,140 (31,355)
UK of 25% (2024: 25%)
Effects of:
Loss carried forward for which no deferred tax recognised (61,140) 31,355
Total taxation charge - -
The Group is tax resident in the UK. As at 31 December 2025, cumulative tax
losses available to carry forward against future trading profits were
£1,809,070 (31 December 2024: £1,391,924) subject to agreement with HM
Revenue & Customs. There is currently no certainty as to future profits
and no deferred tax asset is recognised in relation to these carried forward
losses. A deferred tax asset will be recognised in accordance IAS 12 once it
is probable that the tax losses can be utilised. Under UK Law, there is no
expiry for the use of tax losses.
Pillar Two Tax reform has been considered but the Group is not of a sufficient
size to be included.
8. LOSS/EARNINGS PER ORDINARY SHARE
Basic earnings per share ("EPS") is calculated by dividing the loss/profit
attributable to equity holders of the Company by the combined weighted average
number of Ordinary Shares and A Shares in issue during the period. Diluted EPS
is calculated by adjusting the combined weighted average number of Ordinary
Shares and A Shares outstanding to assume conversion of all instruments that
are potentially dilutive to the Ordinary Shares and A Shares.
In the period ended 31 December 2025, due to the Company making a loss, the
potential exercise of the Warrants and A Warrants has had an antidilutive
impact on EPS, resulting in both basic and diluted EPS being the same.
As the Company made a profit in the prior period to 31 December 2024, the
Warrants and A Warrants were considered potentially dilutive. However,
included in the Consolidated Statement of Comprehensive Income in the period
ended 31 December 2024 was a £200,000 gain representing the reversal of
previously recognised unrealised losses on revaluing to fair value the 5
million A Warrants that were cancelled in this period. When this amount is
reversed, the Group returns to a loss-making position as illustrated in the
table below. This adjustment to earnings is required under IAS 33 for the
purposes of the calculating the diluted EPS as these are required to be
calculated as being converted at the start of the period, resulting in no fair
value gain being reported. Therefore, the assumed exercise of the Warrants and
A Warrants would also have an anti-dilutive effect in the prior period,
resulting in both basic and diluted EPS being the same.
Therefore, as at 31 December 2024 and 31 December 2025, the Warrants and A
Warrants are not dilutive. Please refer to Note 13 for further information on
warrants in issue.
The Subsidiary has also issued Incentive Shares as detailed in Note 17, which
may, in the future, also be dilutive to the ordinary and A shareholders. The
Incentive Shares have not been included in the calculation of diluted EPS in
the current or prior period as per IAS 33, they should be treated as
outstanding until the date from which all necessary vesting conditions are
satisfied. The Incentive Shares do not become exercisable until 3 to 7 years
post-completion of an Initial Acquisition (unless certain other events have
occurred as detailed in Note 17) and therefore, as the Company has yet to
complete an Initial Acquisition, the Incentive Shares are not currently
dilutive.
The Company maintains different share classes, of which Ordinary Shares, A
Shares and Sponsor Shares were in issue in the current and prior period. The
key difference between Ordinary Shares and A Shares is that the Ordinary
Shares are traded with voting rights attached. The Ordinary Share and A Share
classes both have equal rights to the residual net assets of the Company,
which enables them to be considered collectively as one class per the
provisions of IAS 33.
The Sponsor Share has no distribution rights so has been ignored for the
purposes of IAS 33. Further detail on the Sponsor Share has been included in
Note 14
Six months Six months
ended 31 December 2025 ended 31 December 2024
Unaudited Unaudited
Basic
(Loss)/profit attributable to owners of the parent (£'s) (406,661) 66,503
Weighted average shares in issue 7,700,000 7,863,934
Basic profit per Ordinary Share (£'s) (0.0528) 0.0086
Diluted
(Loss)/profit attributable to owners of the parent (£'s) (406,661) 66,503
Effect of reversing the unrealised loss re cancelled A Warrants - (200,000)
Adjusted loss attributable to owners of the parent (£'s) (406,661) (133,497)
The adjustment to earnings of £200,000 in the prior period is required under
IAS 33 for the purposes of the calculating the diluted EPS as detailed above,
resulting in there being no fair value gain. Please refer to Note 13 for
further information on warrants in issue.
9. SUBSIDIARY
Marwyn Acquisition Company III Limited is the parent company of the Group, the
Group comprises of the Company and the following Subsidiary as at 31 December
2025:
Company name Nature of business Country of incorporation Proportion of Ordinary Shares held directly by parent
MAC III (BVI) Limited Incentive vehicle British Virgin Islands 100%
The share capital of the Subsidiary consists of both ordinary shares and
Incentive Shares. The Incentive Shares are non-voting and are held by Marwyn
Long Term Incentive LP (''MLTI''). Further detail on the Incentive Shares is
given in Note 17.
There are no restrictions on the Company's ability to access or use the assets
and settle the liabilities of the Company's Subsidiary. The registered office
of MAC III (BVI) Limited is Commerce House, Wickhams Cay 1, P.O. Box 3140,
Road Town, Tortola, VG1110, British Virgin Islands and its UK Establishment
address is 11 Buckingham Street, London, WC2N 6DF.
10. OTHER RECEIVABLES
As at As at
31 December 30 June
2025 2025
Unaudited Audited
£'s £'s
Amounts receivable in one year:
Prepayments 17,503 8,625
VAT receivable 30,163 199,665
47,666 208,290
There is no material difference between the book value and the fair value of
the receivables. Receivables are considered to be past due once they have
passed their contracted due date. Other receivables are all current.
11. CASH AND CASH EQUIVALENTS
As at As at
31 December 30 June
2025 2025
Unaudited Audited
£'s £'s
Cash and cash equivalents
Cash at bank 4,478,895 4,719,542
4,478,895 4,719,542
Credit risk is managed on a group basis. Credit risk arises from cash and cash
equivalents and deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with a minimum
short-term credit rating of P-1, as issued by Moody's, are accepted.
12. TRADE AND OTHER PAYABLES
As at As at
31 December 30 June
2025 2025
Unaudited Audited
£'s £'s
Amounts falling due within one year:
Trade payables 40,827 13,490
Due to related party (Note 18) 50,729 189,460
Accruals 47,622 84,838
139,178 287,788
There is no material difference between the book value and the fair value of
the trade and other payables. All trade payables are non-interest bearing and
are usually paid within 30 days.
13. WARRANT LIABLITY
Amounts falling
due within one
year
£'s
Fair value of warrants at 30 June 2024 2,286,000
Fair value movement of warrants:
Warrant liability - Warrants -
Warrant liability - A Warrants -
Other movements:
Cancellation of A Warrants (900,000)
Total fair value movement (900,000)
Fair value of warrants at 31 December 2024 1,386,000
Fair value movement of warrants:
Warrant liability - Warrants -
Warrant liability - A Warrants -
Total fair value movement -
Fair value of warrants at 30 June 2025 1,386,000
Fair value movement of warrants:
Warrant liability - Warrants 14,000
Warrant liability - A Warrants 140,000
Total movement 154,000
Fair value of warrants at 31 December 2025 1,540,000
On 4 December 2020, the Company issued 700,000 Ordinary Shares and matching
Warrants at a price of £1 for one Ordinary Share and matching Warrant. Under
the terms of the Warrant instrument ("Warrant Instrument"), Warrant holders
are able to acquire one Ordinary Share per Warrant at a price of £1 per
Ordinary Share, subject to a downward price adjustment depending on the price
of future shares issued prior to or in conjunction with an Initial
Acquisition. Warrants are fully vested at the period end.
On 20 April 2021, the Company issued 12,000,000 A Shares and matching Warrants
at a price of £1 for one A Share and matching A Warrant. Under the terms of
the A Warrant instrument ("A Warrant Instrument"), A Warrant holders are able
to acquire one Ordinary Share per A Warrant at a price of £1 per Ordinary
Share, subject to a downward price adjustment depending on the price of future
shares issued prior to or in conjunction with an Initial
Acquisition. Warrants are fully vested at the period end.
Effective 29 April 2022, both the Warrant Instrument and A Warrant Instrument
were amended such that the long stop date was extended to the fifth
anniversary of an Initial Acquisition by a member of the Group (which may be
in the form of a merger, share exchange, asset acquisition, share or debt
purchase, reorganisation or similar transaction) of a business. Previously the
Warrants were exercisable for 5 years from the date of issue.
On 5 July 2024, the Company announced that it had repurchased and cancelled
5,000,000 of its 12,000,000 unlisted A Shares of no par value and 5 million
unlisted matching A Warrants for an aggregate consideration of £5,000,000
(the "Repurchase and Cancellation"). The Repurchase and Cancellation was
carried out in accordance with the memorandum and articles of association of
the Company (the "Memorandum and Articles"). The Repurchase and Cancellation
of the 5 million A Warrants resulted in a reduction in the warrant liability
of £900,000, equating to the 5 million A Warrants at their fair value as at
30 June 2024 of £0.18 per A Warrant. The A Warrants had been recorded at a
fair value of £0.14 per A Warrant on the date of issuance, equating to
£700,000. Accordingly, a gain of £200,000 has been recognised on the
cancelation of A Warrants relating to the reversal of all previously
recognised unrealised movements on those A Warrants since the date of
issuance. This was recorded in the statement of comprehensive income for the
period.
Warrants are accounted for as a level 3 derivative liability instruments and
are measured at fair value at grant date, being the date that such shares are
issued (the "Grant Date"), and revalued at each subsequent balance sheet
date. The Warrants and A Warrants were separately valued at the date of grant.
For both the Warrants and A Warrants, the combined market value of one share
and one Warrant was considered to be £1, in line with the price paid by
investors. A Black-Scholes option pricing methodology was used to determine
the fair value, which considered the exercise prices, expected volatility,
risk free rate, expected dividends and expected term.
On 31 December 2025, the fair value increased to £0.20 per Warrant (30 June
2025: £0.18), resulting in an increase to the fair value since 30 June 2025
of £154,000 (31 December 2024: £Nil fair value movement). The Directors are
responsible for determining the fair value of the Warrants at each reporting
date, the underlying calculations are prepared by Deloitte LLP.
The key assumptions used in determining the fair value of the Warrants are as
follows:
As at As at
31 December
30 June
2025
2025
Unaudited Audited
Combined price of A Share and Warrant £1 £1
Exercise price £1 £1
Expected volatility 30.0% 25.0%
Risk free rate 4.0% 3.9%
Expected dividends 0% 0.0%
Expected term 5(th) anniversary of the completion of an Initial Acquisition 5(th) anniversary of the completion of an Initial Acquisition
14. STATED CAPITAL
Authorised
Unlimited Ordinary Shares of no par value
Unlimited A Shares of no par value
100 Sponsor Shares of no par value
As at As at
31 December
30 June
2025
2025
Unaudited Audited
£'s £'s
Issued
Ordinary Shares of no par value 326,700 326,700
A Shares of no par value 6,020,000 6,020,000
Sponsor Share of no par value 1 1
6,346,701 6,346,701
On incorporation, the Company issued 1 Ordinary Share of no par value to MVI
II LP. On 30 September 2020, it was resolved that updated Memorandum and
Articles be adopted by the Company and with effect from the time the
Memorandum and Articles be registered with the Registrar of Corporate Affairs
in the British Virgin Islands, the 1 Ordinary Share which was in issue by the
Company be redesignated as 1 sponsor share of no par value (the "Sponsor
Share").
On 4 December 2020, the Company issued 700,000 Ordinary Shares and matching
Warrants at a price of £1 for one Ordinary Share and matching Warrant. As a
result of the fair value exercise of the Warrants, 14p was attributed to the
Warrants and therefore each Ordinary Share was initially valued at 86p per
share. Costs of £275,300 directly attributable to this equity raise were
taken against stated capital during the period ended 30 June 2021.
On 20 April 2021, the Company issued 12,000,000 A Shares and matching A
Warrants at a price of £1 for one A Share and matching A Warrant. As a result
of the fair value exercise of the A Warrants, £0.14 was attributed to the A
Warrants and therefore each Ordinary Share was initially valued at £0.86 per
share. There were no costs directly attributable to the issue of these shares.
On 5 July 2024, the Company announced that it had repurchased and cancelled
5,000,000 of its 12,000,000 unlisted A Shares of no par value and 5 million
unlisted matching A Warrants for an aggregate consideration of £5,000,000.
This resulted in a reduction to stated capital of £4,300,000, details of the
impact on the warrants can be found in Note 13.
There has been no issue of any share capital in the six months ending 31
December 2025.
The Ordinary Shares and A Shares are entitled to receive a share in any
distribution paid by the Company and a right to a share in the distribution of
the surplus assets of the Company on a winding-up. Only Ordinary Shares have
voting rights attached. The Sponsor Share confers upon the holder no right to
receive notice and attend and vote at any meeting of members, no right to any
distribution paid by the Company and no right to a share in the distribution
of the surplus assets of the Company on a winding-up. Provided the holder of
the Sponsor Share holds directly or indirectly 5 per cent. or more of the
issued and outstanding shares of the Company (of whatever class other than any
Sponsor Shares), they have the right to appoint one director to the Board.
The Company must receive the prior consent of the holder of the Sponsor Share,
where the holder of the Sponsor Share holds directly or indirectly 5 per cent.
or more of the issued and outstanding shares of the Company, in order to:
• Issue any further Sponsor Shares;
• issue any class of shares on a non pre-emptive
basis where the Company would be required to issue such share pre-emptively if
it were incorporated under the UK Companies Act 2006 and acting in accordance
with the Pre-Emption Group's Statement of Principles; or
• amend, alter or repeal any existing, or
introduce any new share-based compensation or incentive scheme in respect of
the Group; and
• take any action that would not be permitted (or
would only be permitted after an affirmative shareholder vote) if the Company
were admitted to the Premium Segment of the Official List.
The Sponsor Share also confers upon the holder the right to require that: (i)
any purchase of Ordinary Shares; or (ii) the Company's ability to amend the
Memorandum and Articles, be subject to a special resolution of members whilst
the Sponsor (or an individual holder of a Sponsor Share) holds directly or
indirectly 5 per cent. or more of the issued and outstanding shares of the
Company (of whatever class other than any Sponsor Shares) or are a holder of
Incentive Shares.
15. RESERVES
The following describes the nature and purpose of each reserve within
shareholders' equity:
Accumulated losses
Cumulative losses recognised in the Consolidated Statement of Comprehensive
Income.
Share based payment reserve
The share based payment reserve is the cumulative amount recognised in
relation to the equity-settled share based payment scheme as further described
in Note 17.
16. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments at the period
end:
As at As at
31 December 2025 30 June
2025
Unaudited Audited
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 11) 4,478,895 4,719,542
4,478,895 4,719,542
Financial liabilities measured at amortised cost
Trade payables (Note 12) 40,827 13,490
Due to related party (Notes 12 & 18) 50,729 189,460
Accruals (Note 12) 47,623 84,838
139,178 287,788
Financial liabilities measured at FVPL
Warrant Liability (Note 13) 1,540,000 1,386,000
1,540,000 1,386,000
The fair value and book value of the financial assets and liabilities are
materially equivalent.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
Treasury activities are managed on a Group basis under policies and procedures
approved and monitored by the Board. These are designed to reduce the
financial risks faced by the Group which primarily relate to movements in
interest rates. As the Group's assets are predominantly cash and cash
equivalents, market risk and liquidity risk are not currently considered to be
material risks to the Group.
17. SHARE-BASED PAYMENTS
Management Long Term Incentive Arrangements
The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure
alignment between shareholders, and those responsible for delivering the
Company's strategy and to attract and retain the best executive management
talent.
The LTIP will only reward the participants if shareholder value is created.
This ensures alignment of the interests of management directly with those of
shareholders. As at the balance sheet date, an executive management team is
not yet in place and as such MLTI (in which James Corsellis, Antoinette
Vanderpuije, and Tom Basset are indirectly beneficially interested) is the
only participant in the LTIP. Once an executive management team is appointed,
they will participate in the LTIP and this will be dilutive to MLTI. Under the
LTIP, A ordinary shares ("Incentive Shares") are issued by the Subsidiary.
As at the statement of financial position date, MLTI had subscribed for
Incentive Shares of £0.01 each in the Subsidiary entitling it to 100 per cent
of the incentive value.
Preferred Return
The incentive arrangements are subject to the Company's shareholders achieving
a preferred return of at least 7.5 per cent. per annum on a compounded basis
on the capital they have invested from time to time (with dividends and
returns of capital being treated as a reduction in the amount invested at the
relevant time) (the "Preferred Return"). The LTIP including the Preferred
Return are described in the prospectus available on the Company's website
(www.marwynac3.com/investors (http://www.marwynac3.com/investors) ).
Incentive Value
Subject to a number of provisions detailed below, if the Preferred Return and
at least one of the vesting conditions have been met, the holders of the
Incentive Shares can give notice to redeem their Incentive Shares for Ordinary
Shares in the Company for an aggregate value equivalent to 20 per cent. of the
"Growth", where Growth means the excess of the total equity value of the
Company and other shareholder returns over and above its aggregate paid up
share capital (20 per cent. of the Growth being the "Incentive Value").
Grant date
The Grant Date of the Incentive Shares will be deemed to be the date that such
shares are issued.
Redemption / Exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Incentive Shares have the right
to exchange each Incentive Share for Ordinary Shares in the Company, which
will be dilutive to the interests of the holders of Ordinary Shares.
However, if the Company has sufficient cash resources and the Company so
determines, the Incentive Shares may instead be redeemed for cash. It is
currently expected that in the ordinary course Incentive Shares will be
exchanged for Ordinary Shares. However, the Company retains the right but not
the obligation to redeem the Incentive Shares for cash instead. Circumstances
where the Company may exercise this right include, but are not limited to,
where the Company is not authorised to issue additional Ordinary Shares or on
the winding-up or takeover of the Company.
Any holder of Incentive Shares who exercises their Incentive Shares prior to
other holders is entitled to their proportion of the Incentive Value to the
date that they exercise but no more. Their proportion is determined by the
number of Incentive Shares they hold relative to the total number of issued
shares of the same class.
Vesting Conditions and Vesting Period
The Incentive Shares are subject to certain vesting conditions, at least one
of which must be (and continue to be) satisfied in order for a holder of
Incentive Shares to exercise its redemption right.
The vesting conditions are as follows:
i. it is later than the third anniversary of an Initial
Acquisition and earlier than the seventh anniversary of an Initial
Acquisition;
ii. a sale of all or substantially all of the revenue or net assets
of the business of the Subsidiary in combination with the distribution of the
net proceeds of that sale to the Company and then to its shareholders;
iii. a sale of all of the issued ordinary shares of the Subsidiary or
a merger of the Subsidiary in combination with the distribution of the net
proceeds of that sale or merger to the Company's shareholders;
iv. where by corporate action or otherwise, the Company effects an
in-specie distribution of all or substantially all of the assets of the Group
to the Company's shareholders;
v. aggregate cash dividends and cash capital returns to the
Company's Shareholders are greater than or equal to aggregate subscription
proceeds received by the Company;
vi. a winding up of the Company;
vii. a winding up of the Subsidiary; or
viii. a sale, merger or change of control of the Company.
If any of the vesting conditions described in paragraphs (ii) to (viii) above
are satisfied before the third anniversary of an Initial Acquisition, the
Incentive Shares will be treated as having vested in full.
Holding of Incentive Shares
MLTI holds Incentive Shares entitling them to aggregate to 100 per cent. of
the Incentive Value. Any future management partners or senior executive
management team members receiving Incentive Shares will be dilutive to the
interests of existing holders of Incentive Shares, however the share of the
Growth of the Incentive Shares in aggregate will not increase.
The following shares issued on 25 November 2020 remained in issue at 30 June
2025 and 31 December 2025:
Nominal Price Issue price per A Ordinary Share £'s Number of A Ordinary Shares Unrestricted market value at Grant Date IFRS 2 Fair value £'s
£'s
Marwyn Long Term Incentive LP £0.01 7.50 2,000 15,000 169,960
Valuation of Incentive Shares
Valuations were performed by Deloitte LLP using a Monte Carlo model to
ascertain the unrestricted market value and the fair value at Grant Date.
Details of the valuation methodology and estimates and judgements used in
determining the fair value are noted herewith and were in accordance with IFRS
2 at Grant Date.
There were significant estimates and assumptions used in the valuation of the
Incentive Shares at Grant Date. Management has considered at the Grant Date,
the probability of a successful Initial Acquisition by the Company and the
potential range of value for the Incentive Shares, based on the circumstances
on the Grant Date.
The fair value of the Incentive Shares granted under the scheme was calculated
using a Monte Carlo model with the following inputs:
Issue date Share designation at balance sheet date Volatility Risk-free rate Expected term* (years)
25 November 2020 A Shares 25% 0.0% 7.0
*The expected term assumes that the Incentive Shares are exercised 7 years
post acquisition.
The Incentive Shares are subject to the Preferred Return being achieved, which
is a market performance condition, and as such has been taken into
consideration in determining their fair value. The model incorporates a range
of probabilities for the likelihood of an Initial Acquisition being made of a
given size.
Expense related to Incentive Shares
There are no service conditions attached to the MLTI shares and as a result
the fair value at Grant Date of £169,960, less the subscription price of
£15,000 (a net amount of £154,960) was expensed to the profit and loss
account on issue, with the total fair value being recorded in the share-based
payment reserve.
18. RELATED PARTIES
James Corsellis, Antoinette Vanderpuije and Tom Basset have served as
directors of the Company during the period. Funds managed by Marwyn Investment
Management LLP ("MIM LLP"), of which James Corsellis is the Chief Investment
Officer and Antoinette Vanderpuije and Tom Basset are both partners, hold 75
per cent. of the Company's issued Ordinary Shares and Warrants and 100 per
cent. of the A Shares and A Warrants at the period end date, as well as the
Sponsor Share. The £1 due for the Sponsor Share was fully paid during the
period ended 31 December 2024. On 5 July 2024, the Company announced that it
had repurchased and cancelled 5,000,000 unlisted A Shares and matching A
Warrants for an aggregate consideration of £5,000,000 from Marwyn Value
Investors LP and MVI II LP, both of which are managed by MIM LLP. Accordingly,
a gain of £200,000 was recognised on the cancellation of A Warrants in the
period ended 31 December 2024. There was no change to the issued share capital
or warrants in issue in the period ended 31 December 2025.
James Corsellis, Tom Basset, and Antoinette Vanderpuije have a beneficial
interest in the Incentive Shares through their indirect interest in MLTI which
owns 2,000 A Ordinary Shares in the capital of the Subsidiary which is
disclosed in Note 17.
James Corsellis is the managing partner of Marwyn Capital LLP ("MC LLP"), and
Antoinette Vanderpuije and Tom Basset are also both partners. MC LLP provides
corporate finance support, company secretarial, administration and accounting
services to the Company. On an ongoing basis a monthly fee of £27,484
(£26,175 up to 28 February 2025) per calendar month was charged for the
provision of the corporate finance services and managed services support is
charged on a time spent basis. The total amount charged, exclusive of VAT, for
the period ended 31 December 2025 by MC LLP for services was £178,451 (31
December 2024: £191,434) and they had incurred expenses on behalf of the
Company of £39,219 (31 December 2024: £15,995) and of this £50,729 (30 June
2025: £189,460) was owed to MC LLP at the period end.
19. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 31 December
2025 (31 December 2024: £Nil) which would require disclosure or adjustment in
these Interim Financial Statements.
20. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require
disclosure or adjustment to these Interim Financial Statements.
ADVISERS
Company Secretary Company Broker
Antoinette Vanderpuije Zeus Capital Limited
11 Buckingham Street 24 Martin Lane
London London
WC2N 6DF EC4R 0DR
Email: MAC3@marwyn.com
English legal advisers to the Company Assistant Company Secretary
Travers Smith LLP Conyers Trust Company (BVI) Limited
10 Snow Hill Commerce House
London Wickhams Cay 1
EC1A 2AL Road Town
Tortola
British Virgin Islands
VG1110
Depository BVI legal advisers to the Company
MUFG Corporate Markets Trustees (UK) Limited Conyers Dill & Pearman
Central Square Commerce House
29 Wellington Street Wickhams Cay 1
Leeds Road Town
LS1 4DL Tortola
British Virgin Islands
VG1110
Independent auditor Registrar
Baker Tilly Channel Islands Limited MUFG Corporate Markets (Guernsey) Limited
2nd Floor, Lime Grove House Mont Crevelt House
Green Street Bulwer Avenue
St Helier St. Sampson
Jersey Guernsey
JE2 4UB GY2 4LH
Registered Agent
Conyers Trust Company (BVI) Limited
Commerce House
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
VG1110
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Marwyn Acquisition III
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