REG - Tiger Alpha Plc - Heads of Terms signed with Potentially Limited

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RNS Number : 5548A  Tiger Alpha Plc  15 April 2026

15 April 2026

Tiger Alpha PLC

("Tiger" or the "Company")

Tiger Alpha PLC Signs Heads of Terms with Potentially Limited

Tiger Alpha PLC ("Tiger Alpha" or the "Company") is pleased to announce that
it has signed Heads of Terms for the proposed acquisition of the entire issued
share capital of Potentially Limited ("Potentially"), a private Cypriot
company. Potentially is a technology startup building the peer-to-peer
infrastructure layer for the AI economy (the "Transaction").

The proposed acquisition represents a significant step in the Company's
strategy to establish a material position in an emerging AI infrastructure
layer. Completion of the Transaction remains subject to customary conditions,
including shareholder approval and admission of the enlarged share capital to
trading. The Company and Potentially are targeting exchange of the share
purchase agreement on or before 30 May 2026 and completion by 30 June 2026
("Completion").

 

KEY HIGHLIGHTS

•       Potentially is the Collective AI Company - the peer-to-peer
platform building the infrastructure layer that sits above the five
established AI value layers.

•       The Potentially platform at potentially.com is built around
five distinct revenue streams: consumer subscriptions, marketplace, enterprise
licences, new IP development, and custom AI training. Potentially expects to
begin generating revenue in 2026.

•       Founded by Oliver Yonchev and Sukhveer Sanghera - two
operators with a combined track record spanning deep tech, capital markets,
and the creator economy, collectively contributing to over $2 billion in
market value through several startups.

·      The board of the Company will be strengthened with the
appointment on Completion of Oliver Yonchev and Sukhveer Sanghera and the Rt
Hon. The Lord Johnson of Lainston CBE, former UK Minister of State for
Investment, former Co-chairman of the Conservative Party, and Co-founder of
Somerset Capital Management, one of the UK's largest emerging market
investment firms. It is further proposed that Jonathan 'JC' Oliver, former
Global Head of Innovation at Microsoft, co-founder of Recast and Unlocked,
will also join the board, who has over 25 years of experience across
enterprise technology, media, and digital innovation.

 

ABOUT POTENTIALLY

Potentially is the infrastructure layer above the models. The foundations of
AI have been built. The layer where people create, protect and earn from their
work has not. Potentially is building that layer. Potentially calls it
Collective AI.

The AI industry is structured around five established value layers. Energy
powers compute. Chips, led by companies such as Nvidia, process it.
Infrastructure provides the cloud and data centre capacity. Models, built by
OpenAI, Anthropic, Google, Meta and others, sit above that. Applications bring
AI to end users. Hundreds of billions of dollars have been invested across all
five. Each layer has its dominant players.

The sixth layer does not yet exist. The peer-to-peer infrastructure that
allows people to create with AI, protect the IP they generate, and earn
directly from the work they produce has never been built. It is model-agnostic
and sits above the entire industry, not inside any single part of it. The
better the models become, the more valuable the people who know how to direct
them will be. Potentially is building that layer.

THE FOUNDERS

Sukhveer Sanghera - Chief Architect and Co-Founder Sukhveer is an aerospace
engineer whose career spans projects at NASA Langley, where he designed and
deployed high-altitude rocket systems, LedgerX, TD Securities, and Deloitte.
He was the Founding CTO of Polymath, where he architected and built protocols
that reached a market capitalisation of over $1 billion. He leads product and
engineering at Potentially, and has designed the platform architecture from
the ground up.

Oliver Yonchev - Chief Operating Officer and Co-Founder Oliver is the founder
of Cocreatd, a private investment office that has incubated over ten
companies, through which Potentially was founded. He was previously CEO and
co-founder of Flight Story, the group he started with Steven Bartlett. His
commercial track record includes work for Amazon, Apple, Coca-Cola, TikTok,
Google, Disney, and Uber. He leads strategy, business and growth at
Potentially.

PROPOSED BOARD OF THE ENLARGED GROUP

On Completion, it is proposed that Oliver Yonchev and Sukhveer Sanghera will
be appointed as executive directors of the Company and as Chief Operating
Officer and Chief Architect respectively. Additionally, the Rt Hon. The Lord
Johnson of Lainston CBE and Jonathan 'JC' Oliver are proposed to be appointed
as non-executive directors. Further information on them is included below. All
director appointments are subject to approval by both parties and the
Company's nominated adviser. With the exception of Brian Stockbridge, who will
continue as Chair of the board, the current directors of Tiger Alpha will
resign on Completion.

Lord Johnson served as UK Minister of State for Investment and as Co-Chair of
the Office for Investment under two Prime Ministers. He is a former
Co-chairman of the Conservative Party and a member of the House of Lords. He
is Co-founder of Somerset Capital Management, one of the UK's largest emerging
market investment firms. His experience spans government, international trade,
policy, and capital markets at the highest level.

JC Oliver is a renowned technology and innovation executive who brings over 25
years of experience across enterprise technology, media, and digital
innovation. He served as Global Head of Innovation at Microsoft where he built
"skunkworks" teams delivering award-winning work for brands including Hyundai
and Virgin. He led global creative strategy for the AOL-Microsoft-Verizon
strategic partnership, focused on 5G, cloud computing, and AI. He was
 co-founder & CMO  the innovative Recast platform & Global head of
creative and Innovation at Unlock'd, two companies that pioneered new models
in medidata, and loyalty as well as co-founding the groundbreaking marketing
and technology conference Possible

TRANSACTION DETAILS

Tiger Alpha has signed Heads of Terms pursuant to which it has agreed to
acquire the entire issued share capital of Potentially for a total
consideration of £10,000,000, on a cash free, debt free basis (the
"Consideration"). The Consideration will be satisfied in full through the
issue of 2,000,000,000 new ordinary shares in Tiger Alpha at 0.50 pence per
share (the Consideration Shares"). The Consideration Shares will rank pari
passu with the existing ordinary shares of Tiger Alpha.

For the purposes of the Transaction, Tiger Alpha is valued at £4,269,721 and
Potentially at £10,000,000.

These non-binding provisions of the Head of Terms for the Transaction are also
subject to certain conditions including, inter alia, the approval of the
Transaction and issue of shares by shareholders of the Company including the
waiver of Rule 9 of the City Code on Takeovers and Mergers, and other
customary conditions precedent. In addition, a condition of the Transaction,
is for Tiger Alpha will raise a minimum of £2,500,000 (the "Minimum
Fundraise") through the issue of new ordinary shares at not less than 0.50
pence per share (the "Fundraising Shares"). The proceeds will support the
enlarged group's working capital and product development programme.

Tiger Alpha has entered into a binding agreement to advance up to £1,000,000
to Potentially by way of a convertible loan ("CLN"), in up to two tranches of
£500,000 each, to support product development and working capital ahead of
Completion. The first tranche of the CLN has today been advanced to
Potentially. The second tranche is conditional on Potentially achieving (a)
4,000 registered users on its platform or (b) an annualised run rate of
£750,000.

The Sellers will be subject to an eighteen-month lock-up in respect of their
Consideration Shares from Completion, followed by a twelve-month orderly
market period. The lock-up will accelerate, except where regulations do not
permit such acceleration, in three equal tranches if the volume weighted
average price of the Company's ordinary shares, measured over ten consecutive
trading days, equals or exceeds 2.5 pence, 5.0 pence, and 7.5 pence per share
respectively.

Brian Stockbridge, Chairman of Tiger Alpha, holds approximately 14.63% of the
issued share capital of Potentially. The board of Tiger considers that Mr
Stockbridge has a conflict of interest in respect of the Transaction and
accordingly he has not participated in the Board's consideration of the terms
of the acquisition.

On Completion, the Company will be renamed Potentially AI PLC and will trade
on AIM under the ticker AGI.

PROPOSED RECLASSIFICATION AS A TRADING COMPANY

Tiger is currently an investing company under the AIM Rules for Companies.
Following completion, the company's principal business will be Potentially and
the development of complementary revenue models in generative AI. The Company
will no longer be following its current investing policy and will look to
divest of its investment portfolio in an orderly manner. Consequently, the
Company intends to be re-admitted to trading on AIM as a trading company on
Completion.

SUSPENSION

The Transaction will constitute a reverse takeover under Rule 14 of the AIM
Rules for Companies. Consequently, trading in the Company's ordinary shares on
AIM will be suspended with effect from 7.30 a.m. on 15 April 2026 and will
remain suspended from trading until such time as either the publication of an
admission document or an announcement is released confirming that the
Transaction is not proceeding. Shareholders should be aware that there is a
risk that admission of the Company's ordinary shares to trading on AIM could
be cancelled if they have been suspended from trading for six months.

LEADERSHIP COMMENTARY

Sukhveer Sanghera, Co-Founder and Chief Architect of Potentially, said:
"Perfecting the architecture of Artificial General Intelligence is the
defining technical and economic challenge of our era. By developing a
model-agnostic, peer-to-peer framework from first principles, we have ensured
that as the AI economy scales, it functions as a collective asset that is
universally accessible. This milestone, and the transition it represents,
decisively accelerates our vision."

Oliver Yonchev, Co-Founder and Chief Operating Officer of Potentially, said:
"This is a once-in-a-generation opportunity to build the infrastructure that
the AI economy runs on. The models exist, the applications exist. What hasn't
been built is the layer in between - where people create, protect and earn
from their work. We have a series of exciting products ready to launch in the
coming months, and the Transaction gives us the platform to bring them to the
world."

Jonathan Bixby, CEO of Tiger Alpha PLC, said: "The team behind Potentially is
world-class, the thesis is clear, and the timing is right. The Transaction
represents a significant moment for Tiger Alpha and for our shareholders. We
look forward to supporting Potentially through its next phase of growth."

 

This announcement contains inside information for the purposes of the UK
version of the market abuse regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"). Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

For further information please contact:

 

 Tiger Alpha Plc                                                Jonathan Bixby                                       +44 (0) 20 7581 4477
 Grant Thornton UK LLP                                          Samantha Harrison / Harrison Clarke / Elliot Peters  +44 (0) 20 7383 5100

 (AIM Nomad)
 Fortified Securities                                           Guy Wheatley                                         +44 (0) 20 3411 7773

 (Broker)                                                       Email: guy.wheatley@fortifiedsecurities.com
                                                                (mailto:guy.wheatley@fortifiedsecurities.com)

 

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