Full Year Results year ended 31 December 2024
Full year loss of £160,480 with cash reserves depleted to £113; Verifyyed acquisition heads of terms signed for £96.8m.
- Loss for the year £160,480 (prior £55,236 loss in 2023)
- Cash reserves at year end £113 (prior £160,441)
- Net liabilities £46,364 (prior £113,802 net assets)
- Loss per share £0.21 (prior £0.07)
- Cash balance at 25 April 2025 £3,315
- Proposed Verifyyed acquisition consideration £96.8 million
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Acceler8 Ventures Plc (LSE: AC8) has today published its Annual Report and Financial Statements for the period ended 31 December 2024 (the "Annual Report").
In accordance with UK Listing Rule 6.4.1 copies of the Annual Report have been submitted to the FCA and will shortly be available to view on the Company's website at https://acceler8.ventures and for inspection from the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
I am pleased to present the financial results for Acceler8 Ventures Plc ("AC8", the "Company") and its subsidiary (together the "Group") for the year ended 31 December 2024.
During the year and post year end we have remained focused on executing our buy and build strategy and continue to assess investment and acquisition opportunities where we believe there to be sustainable growth potential both organically, and through acquisition. We also continue to explore incremental funding opportunities for the Company and are making great progress in securing additional financing to further underpin the execution of our strategy.
I would like to take this opportunity to thank our loyal shareholders for their continued support and patience. Interest in IPOs and RTOs has been at its lowest ebb for many years but there are always opportunities and the general trend towards lower interest rates should eventually reignite confidence. Having the currency of listed paper is still compelling to those seeking a buy and build strategy.
We look forward to updating shareholders as both our funding and acquisition plans progress during the coming months.
David Williams
Chairman
Report of the Directors
The Directors of the Company present their report for the year ended 31 December 2024.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
For the financial year ended 31 December 2024, the Group and Company's principal activities were that of a holding group and company, respectively.
The Company was incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Company's investment and acquisition strategy with a view to creating shareholder value. The Company retains a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally, including but not limited to, Europe, and the Asia Pacific region, with enterprise values up to £250 million. It is anticipated by the Directors that acquisition opportunities could be with private companies, other listed business, or via the acquisition of divisional or non-core carve outs. The Company's strategic aim is to drive shareholder value through the acquisition of target companies in certain sectors where the Directors believe there to be sustainable growth opportunities both organically, and through acquisition. Particular sectors of focus include gaming, media and entertainment, software and technology, industrials and business services. While the Company retains sector flexibility regarding its initial acquisition, it is intended that subsequent investments and acquisitions will be of complementary businesses to that of the initial acquisition. Where target companies are acquired, the Directors and incoming management teams will seek to drive operational improvements and best practice to unlock revenue and cost synergies.
The Directors will look to identify opportunities in line with the following parameters:
| · | stable or growing sectors, with opportunities for consolidation; and |
| · | target companies with: |
| o | leading and defensible market positions; |
| o | recurring and repeatable revenue streams; |
| o | profitable and cash flow positive or clear path to profitability and cash flow generation; |
| o | scalable and operationally geared; |
| o | potential for operational improvement standalone or part of an enlarged group; and |
| o | strong operating teams with deep domain expertise. |
It is possible the Board may consider acquisitions that do not conform to all of the above framework. However, in all cases, the Company's strategic aim is to drive shareholder value through the acquisition of target companies in certain sectors where the Directors believe there to be sustainable growth opportunities both organically, and through acquisition. The Company is seeking fundamentally sound assets, where tangible opportunities exist to drive strategic, operational and performance improvements.
On 16 December 2024, the Company entered into heads of terms to acquire the entire issued share capital of Verifyyed, Inc., a music sync to royalty platform that encompasses the world's largest premium content licensing marketplace, and leading royalty tracking, administration and collection software-as-a-service technology. Under the heads of terms, total consideration for the proposed acquisition was £96.8 million.
On 17 December 2024, the Company announced that it had requested the suspension of its listing on the Official List and from trading on the Main Market of the London Stock Exchange pending the publication of a prospectus and application by the Company to have its enlarged share capital re-admitted to trading on the Equity Shares segment of the Main Market of the London Stock Exchange.
Subsequent to the year ended 31 December 2024, the Company announced on 23 January 2025 a proposal to raise up to £750,000 through the issuance of unsecured convertible loan notes to support the diligence and acquisition process.
Incremental to the unsecured convertible loan note outlined above, the Directors are also exploring additional working capital funding and have a number of positive discussions underway with interested funding partners.
RESULTS
During the year, the Group recorded a loss of £160,480 (2023: loss of £55,236) and the loss per share was £0.21 (2023: loss per share of £0.07), reflecting moderate monthly operating expenses of the Group. The Group and Company had cash reserves at the end of the year of £113 (2023: £160,441) and net liabilities of £46,364 (2023: net assets of £113,802) and net liabilities of £46,431 (2023: £113,735 net assets) respectively.
DIVIDENDS
FUTURE DEVELOPMENTS
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value through pursuing its acquisition strategy.
As such, the Board will identify and develop appropriate key performance indicators after an acquisition has been completed.
GOING CONCERN
The Group and Company's unaudited cash balance as at 25 April 2025 was £3,315. As a result, the Group and the Company are reliant upon near term financial support provided to it by the Directors who also continue to forgo salary payments, and have injected loan capital into the Group.
At present, the Directors have a number of discussions underway with financing parties who have indicated their interest and appetite to recapitalise the Group ahead of any formal RTO process. The Directors believe that the conclusion of these discussions will likely occur over the next four to eight weeks, at which point, it is anticipated that new funding will be injected into the Group that when combined with any existing cash balance, will provide adequate working capital to execute operations over the next 12 months. The successful necessary investment by new financing parties, including the timing and amount of such, are matters that are not entirely within the control of the Directors, and thus represent material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.
The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that, on successful consummation of the aforementioned funding discussions, the Group and Company have adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements. The accompanying financial statements do not include any adjustments that would be required if they were not prepared on a going concern basis. (see note 2).
RISK MANAGEMENT
As the Company had not completed an investment or acquisition in the year, it has limited financial statements and/or historical financial data, and limited trading history. As such, the Company during the year was subject to the risks and uncertainties associated with an early-stage acquisition company, including the risk that the Company will not achieve its investment objectives and that the value of any investment or acquisition could decline and may result in the partial or complete loss of capital invested. The past performance of investee companies or assets managed by the Directors will not necessarily be a guide to future business, results of operations, financial condition or prospects of the Company.
In order to mitigate against these risks, the Directors continue to undertake thorough due diligence on investment opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company on a case-by-case basis, including the potential commissioning of third-party specialist reports as appropriate. Following completion of any investment or acquisition, it is intended that any investments or assets will be overseen by the Directors and assisted by the Company's professional advisers.
Financial Risk Management
The Directors consider the Group to be exposed to the following financial risks:
| a. | Price risk: the price paid for securities is subject to market movement that may have an impact on the operations of the Group when raising finance; |
| b. | Cash flow interest rate risk: the Group has cash balances which exposed it to movement in the market interest rates; and |
| c. | Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for the amount and timing of payments and receipts of interest income, to ensure cash resources are available when required. |
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2024 did not materially change from those set out in AC8's Prospectus dated 14 July 2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the year.
POST BALANCE SHEET EVENTS
Refer to note 20 of the consolidated financial statements.
SHARE CAPITAL
Details of the Company's share capital is set out in note 15. The Company's share capital consists of one class of ordinary share, which does not carry rights to fixed income. As at 31 December 2024, there were 750,000 ordinary shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
| Name | Shareholding | Percentage |
|---|---|---|
| David Williams | 275,000 | 36.7% |
| Hargreaves Lansdown (Nominees) Limited | 106,528 | 14.2% |
| Giles Willits | 100,000 | 13.3% |
| Bank of New York Nominees Limited | 65,900 | 8.8% |
| Transact Nominees Limited | 30,000 | 4.0% |
| David Morris | 25,000 | 3.3% |
| Tessera Investment Management Limited | 25,000 | 3.3% |
As at 10 April 2025, the Directors in aggregate held 375,000 ordinary shares, which represents 50.0 per cent. of the Company's issued share capital.
COMPANY DIRECTORS
The Directors during the year and summaries of their experience are set out below.
David Williams Non-Executive Chairman (aged 72)
David has over 40 years' experience in investment markets, serving as Chairman in executive and non-executive capacities for a number of public and private companies. He has overseen the development of these companies, raising in excess of £1 billion of capital to support both organic and acquisitive growth initiatives.
David was the original founder of Marwyn Capital LLP, the award-winning investment management company. David was also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics Plc (AIM: OBD), and Non-Executive Director of Breedon Group plc (LSE: BREE). He currently serves as Non-executive Chairman of the AIM-quoted cyber security business, Shearwater Group plc (AIM: SWG) and Main Market listed Red Capital Plc (LSE: RED) and is a Non-Executive Director of Bay Capital Plc (LSE: BAY).
Giles Willits Non-Executive Director (age 58)
Giles has more than 22 years' experience in senior leadership and financial roles in multiple household name businesses. He was recently appointed Chief Executive Officer of Intuitive Investments Group plc (LSE: IIG), an investment company concentrating on fast growing and/or high potential technology and life sciences businesses. Prior to this, Giles was Chief Financial Officer and board director of IG Design Group plc (AIM: IGR), the world's largest consumer gift packaging organisation.
Previously Giles was Chief Financial Officer of Entertainment One Ltd. (LSE: ETO), having joined prior to its admission to trading on AIM in 2007, during which time the business grew organically and through acquisitions to a market capitalisation of over £1 billion, becoming a FTSE250 premium listed organisation. He was also formerly Director of Group Finance at J Sainsbury plc and qualified as a chartered accountant at PricewaterhouseCoopers.
During his extensive career, Giles has completed numerous corporate acquisitions as part of buy-and-build strategies, acquiring private and publicly listed companies, stepping companies up from AIM to the Main Market, as well as leading on equity and debt financings in support of organic growth and acquisition activity.
| David Williams | 275,000 |
| Giles Willits | 100,000 |
375,000
DIRECTORS REMUNERATION
The Chairman and Non-Executive Director are each entitled to fees of £20,000 each per annum for their respective roles within the Company, as per their service agreements entered into on 13 July 2021. During the year, £10,339 of Director fees were accrued (2023: nil). There are no other benefits paid to Directors outside of their service fees, save for ordinary course reimbursable expenses properly incurred in the performing of their duties as Directors. The Company does not operate a pension scheme.
| Salary | Benefits in kind | 31 December 2024 Total | |
|---|---|---|---|
| Director | £ | £ | £ |
| David Williams | 20,000 | - | 20,000 |
| Giles Willits | 20,000 | - | 20,000 |
| 40,000 | - | 40,000 |
In addition to the Directors' fee entitlements outlined above, the Directors are also participants in the Subco Incentive Scheme as detailed below.
SUBCO INCENTIVE SCHEME
On 27 May 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.
On 27 May 2021, David Williams, Chairman of the Company, Giles Willits, a Non-Executive Director of the Company, and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited ("Tessera"), became the first participants in the Subco Incentive Scheme ("Founder Participants"), and as such, the proportion of Shareholder Value attaching to the Subco Incentive Scheme is 2.9 per cent. of a total cap of 15 per cent.
The Founder Participants and their respective holdings are outlined below.
| Participant | Subco B shares held |
|---|---|
| David Williams | 1,667 |
| Giles Willits | 24,000 |
| Kathleen Long | 1,667 |
| Anthony Morris | 1,666 |
29,000
CORPORATE GOVERNANCE
As a Jersey company and a Shell Company (Equity Shares) on the London Stock Exchange, under the new UK Listing Rules ("UKLR"), the Company is not required to comply with the provisions of the UK Corporate Governance Code 2018. Furthermore, there is no applicable regime of corporate governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. Notwithstanding this, the Directors are committed to maintaining high standards of corporate governance and will be responsible for carrying out the Company's objectives and implementing its business strategy.
All investment, acquisition, divestment and other strategic decisions are considered and determined by the Board. At present, the Board reviews investment and acquisition opportunities on an as required basis, and meets regularly with its Strategic Advisor to discuss possible inorganic growth opportunities, as well as monitor deal flow and investment and acquisitions in progress, and review the Company's strategy to ensure that it remains aligned to the delivery of shareholder value. Those investment and acquisition opportunities that are assessed by the Board (with support from its Strategic Advisor) are considered in light of the investment and acquisition criteria as detailed in the Company's Admission Document. In addition, as part of the investment and acquisition screening process, the Company will augment Board and Strategic Advisor capability on a case by case basis as required with industry and operating partner input, where deep domain expertise can be accessed. The Board provides leadership within a framework of prudent and effective controls. The Board has established the corporate governance values of the Company and has overall responsibility for setting the Company's strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.
In this regard, the Board, so far as is practicable given the Company's size and stage of its development, has voluntarily adopted the 2023 QCA Code as its chosen corporate governance framework. There are certain provisions of the QCA Code which the Company will not adhere to currently, and their adoption will be delayed until such time as the Directors believe it is appropriate to do so. It is anticipated that this will occur concurrently with the Company's first material investment or acquisition. Details on how the Company applies the ten principles of the 2023 QCA Code are set out below and on the Company's website at www.acceler8.ventures.
| Principles of the QCA Code | How the Company has complied | |
| 1 | Establish a purpose, strategy and business model which promote long-term value for shareholders | This is outlined in the Directors Report. |
| 2 | Promote a corporate culture that is based on ethical values and behaviours | The Board operates an open and inclusive culture which is reflected in the way that the Board conducts itself. As the Company has only two Directors, the Board will formally assess and monitor corporate culture following the first acquisition / investment. |
| 3 | Seek to understand and meet shareholder needs and expectations | The Chair is the Group's principal spokesperson with investors, fund managers, the press and other interested parties. As well as the Annual General Meeting with shareholders, the other Directors may give formal presentations at investor road shows following the announcement of interim and full year results. Notice of this year's Annual General Meeting will shortly be sent to shareholders. As noted below, there are no material environmental or social matters to report to investors at this stage of the Company's development. |
| 4 | Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success | Given the Company's size and stage of development, the Directors have no material environmental or social issues to report at this juncture. This will be reviewed with the relevant KPI's following execution of its investment and acquisition strategy alongside the development of a corporate and social responsibility policy. |
| 5 | Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, through the organisation | This is outlined in the Risk Management section and the Internal Controls section below. An audit, remuneration and nomination committee will be implemented following the Company's first acquisition with appropriate terms of reference in addition to an enhanced risk management and governance framework tailored to the operating assets and strategic direction of the enlarged entity. |
| 6 | Establish and maintain the board as a well-functioning balanced team led by the chair | The Directors have the necessary up-to-date experience, skills and capabilities required for the Board as outlined above. The Directors commit sufficient time to discharge their duties as directors of the Company, and meet the expectations of their respective roles. There is no maximum time commitment specified, and outside of formal board meetings, the Directors devote additional time to the Company in respect of preparatory work and ad hoc meetings, particularly when the Company undergoes increased corporate activity. During the year, each Director attended all four of the formally scheduled quarterly Board meetings of the Company. The Board will be augmented with suitably qualified additional executive and non-executive directors including independents following the first acquisition / investment. |
| 7 | Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities | The Chair is responsible for leading the Board and ensuring that the Group maintains an appropriate corporate governance framework. The Board, so far as is practicable given the Company's size and stage of its development, has voluntarily adopted the 2023 QCA Code as its chosen corporate governance framework, and compiles with those principles that the Board believe are appropriate for the Company given it has no employees nor any operations. Each Director has substantial experience operating within publicly listed organisations, performing executive and non-executive roles. Whilst the Company does not currently provide any formal Board training, it is through the Directors other executive and non-executive roles, and past experiences, that they maintain the necessary skills and capabilities to discharge their duties. Where specialist advice is sought for certain matters, the Directors will consult with Company advisers. In the year, the Directors utilised Mayer Brown International LLP (Company counsel) and Tessera Investment Management Limited (strategic adviser) as it related to their announced proposed acquisition in December 2024, and engagement with the FCA. |
| 8 | Evaluate board performance based on clear and relevant objectives, seeking continuous improvement | In the year, the Board evaluation process was limited to an ongoing informal evaluation of the performance of the Board by each Director. This will be replaced by a formal, annual evaluation process once the Group has completed its first acquisition covering the Board and Committees, including succession planning. |
| 9 | Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture | With no employees and no operations, the Group is focused on cost control and pays only minimal fees to the Directors as part of their service contracts. The principle around remuneration as detailed in the Company's prospectus remains unchanged; an incentivisation programme that is designed to drive value and build towards future monetisation events where participants are only rewarded for the delivery of shareholder value over a sustained period, and therefore have interests aligned with shareholders. |
| 10 | Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders | The Board will continue to monitor its application of the 2023 QCA Code and revise its governance framework as appropriate as the Group evolves. The Board recognises the importance of maintaining regular dialogue with shareholders to ensure that the Group's strategy is communicated and to understand the expectations of our shareholders. As noted above, audit and remuneration committee reports will be published following the Company's first acquisition and formation of these committees. |
ROLE OF THE BOARD
The Group does not have a separate investing committee and therefore the Board as a whole will be responsible for sourcing acquisitions and ensuring that opportunities are in conformity with the Group's strategy.
The Group holds four formal Board meetings a year, with unscheduled meetings as matters arise which require the attention of the Board. The Directors commit sufficient time to discharge their duties as directors of the Company, and meet the expectations of their respective roles. There is no maximum time commitment specified, and outside of formal board meetings, the Directors devote additional time to the Company in respect of preparatory work and ad hoc meetings, particularly when the Company undergoes increased corporate activity.
During the year, each Director attended all four of the formally scheduled quarterly Board meetings of the Company.
The Group has not adopted a formal policy on diversity; however, it is committed to a culture of equal opportunities for all, regardless of age, race or gender. The Board is currently made up of two male directors and there are no other employees in the Company.
INTERNAL CONTROLS
The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. No significant deficiencies have come to light during the year and no weaknesses in internal financial control have resulted in any material losses, or contingencies which would require disclosure, as recommended by the guidance for Directors on reporting on internal financial control.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post the year end for ongoing business as usual matters as well as specialist advice in relation to the Company's proposed acquisition announced on 17 December 2024, and its related interactions with the FCA:
Mayer Brown International LLP and Ogier (Jersey) LLP - legal
Tessera Investment Management Limited - capital markets and M&A
JTC Plc - company secretarial, governance and regulatory filings
CONFLICTS OF INTEREST
DISCLOSURE OF INFORMATION TO THE AUDITOR
So far as the Directors are aware, there is no relevant audit information of which the Group and Company's independent auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group and Company's independent auditor is aware of that information.
The Directors confirm to the best of their knowledge that:
| · | the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company and the undertakings included in the consolidation taken as a whole; |
INDEPENDENT AUDITOR
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP. The independent auditor, MHA, will be proposed for re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
Statement of Directors' Responsibilities
Jersey Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company financial statements in accordance with FRS 101 "Reduced disclosure Framework", the Financial Reporting Standard applicable in the UK. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that year.
In preparing these financial statements, the Directors are required to:
| · | select suitable accounting policies and then apply them consistently; |
| · | make judgements and estimates that are reasonable and prudent; |
The maintenance and integrity of the Group's website is the responsibility of the Directors. The work carried out by the independent auditors does not involve the consideration of these matters and, accordingly, the independent auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
| 2024 | 2023 | ||
|---|---|---|---|
| Note | £ | £ | |
| Administrative expenses | (160,996) | (156,347) | |
| Other operating income | - | 99,980 | |
| Operating loss | 6 | (160,996) | (56,367) |
| Interest receivable | 7 | 516 | 1,131 |
| Loss on ordinary activities before taxation | (160,480) | (55,236) | |
| Taxation charge | 8 | - | - |
| Loss and total comprehensive loss for the year | (160,480) | (55,236) | |
| Loss per share | |||
| Basic and diluted | 9 | (£0.21) | (£0.07) |
| Loss attributable to: | |||
| Owners of the parent company | (160,480) | (55,236) | |
| Non-controlling interests | - | - | |
All activities in both the current and the prior period relate to continuing operations.
The notes below form part of these consolidated financial statements.
Consolidated Statement of Financial Position
As at 31 December 2024
| 31 December | 31 December | 31 December | 31 December | |
|---|---|---|---|---|
| 2024 | 2024 | 2023 | 2023 | |
| Note | £ | £ | £ | £ |
| Current assets | ||||
| Cash and cash equivalents | 11 | 113 | 160,441 | |
| Trade and other receivables | 12 | 7,472 | 7,055 | |
| Total current assets | 7,585 | 167,496 | ||
| Total assets | 7,585 | 167,496 | ||
| Current liabilities | ||||
| Trade and other payables | 13 | 53,949 | 53,694 | |
| Total current liabilities | 53,949 | 53,694 | ||
| Total liabilities | 53,949 | 53,694 | ||
| Total net (liabilities)/assets | (46,364) | 113,802 | ||
| Equity | ||||
| Issued share capital | 15 | 7,500 | 7,500 | |
| Share premium | 16 | 729,598 | 729,598 | |
| Capital redemption reserve | 16 | 2 | 2 | |
| Share-based payment reserve | 18 | 1,086 | 772 | |
| Non-controlling interest | 16 | 67 | 67 | |
| Retained deficit | 16 | (784,617) | (624,137) | |
| Total (deficit)/equity | (46,364) | 113,802 | ||
David Williams
Chairman
The notes below form part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
| Share capital | Share premium | Capital redemption reserve | Share- based payment reserve | Non-controlling interest | Retained deficit | Total | ||
|---|---|---|---|---|---|---|---|---|
| Note | £ | £ | £ | £ | £ | £ | £ | |
| At 31 December 2022 | 7,500 | 729,598 | 2 | 459 | 67 | (568,901) | 168,725 | |
| Loss for the year | - | - | - | - | - | (55,236) | (55,236) | |
| Transactions with owners in their capacity as owners: | ||||||||
| Share-based payment charge | 18 | - | - | - | 313 | - | - | 313 |
| At 31 December 2023 | 7,500 | 729,598 | 2 | 772 | 67 | (624,137) | 113,802 | |
| Loss for the year | - | - | - | - | - | (160,480) | (160,480) | |
| Transactions with owners in their capacity as owners: | ||||||||
| Share-based payment charge | 18 | - | - | - | 314 | - | - | 314 |
| At 31 December 2024 | 7,500 | 729,598 | 2 | 1,086 | 67 | (784,617) | (46,364) | |
The notes below form part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
| 2024 | 2023 (as restated) | |
|---|---|---|
| £ | £ | |
| Operating activities | ||
| Loss before taxation | (160,480) | (55,236) |
| Adjustments for: | ||
| Interest receivable | (516) | (1,131) |
| Share-based payment charge | 314 | 313 |
| Operating cash flows before changes in working capital | (160,682) | (56,054) |
| Increase in trade and other receivables | (583) | (20) |
| Increase / (decrease) in trade and other payables | 255 | (29,395) |
| Net cash outflows from operating activities | (161,010) | (85,469) |
| Investing activities | ||
| Interest received | 682 | 962 |
| Net cash inflow from investing activities | 682 | 962 |
| Net decrease in cash and cash equivalents | (160,328) | (84,507) |
| Cash and cash equivalents at beginning of the year | 160,441 | 244,948 |
| Cash and cash equivalents at end of the year | 113 | 160,441 |
The consolidated cash flows for the year ended 31 December 2023 have been restated to separately disclose cash flows relating to interest received on cash balances. Previously this was included within the increase in trade and other receivables.
As the Group does not have any financing liabilities outside of working capital and has no cashflows from financing activities in both periods presented, no separate net debt reconciliation has been presented within these consolidated financial statements.
The notes below form part of these consolidated financial statements.
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2024
| 1 | General information |
The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the London Stock Exchange as a Shell Company (Equity Shares). The Company is the parent company of Acceler8 Ventures Subco Limited (a private company under the laws of Jersey with registered number 134587), and together form the "Group".
The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.
| 2 | Material accounting policies |
Basis of preparation
These consolidated financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the requirements of the Companies (Jersey) Law 1991.
The consolidated financial statements are prepared on the historical cost basis.
The comparative figures presented cover the year ended to 31 December 2023.
- Basis of consolidation
- Functional and presentational currency
- Going concern
The Group and Company's unaudited cash balance as at 24 April 2025 was £3,315. As a result, the Group and the Company are reliant upon near term financial support provided to it by the Directors who also continue to forgo salary payments, and have injected loan capital into the Group.
At present, the Directors have a number of discussions underway with financing parties who have indicated their interest and appetite to recapitalise the Group ahead of any formal RTO process. The Directors believe that the conclusion of these discussions will likely occur over the next four to eight weeks, at which point, it is anticipated that new funding will be injected into the Group that when combined with any existing cash balance, will provide adequate working capital to execute operations over the next 12 months. The successful necessary investment by new financing parties, including the timing and amount of such, are matters that are not entirely within the control of the Directors, and thus represent material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.
The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that, on successful consummation of the aforementioned funding discussions, the Group and Company have adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements. The accompanying financial statements do not include any adjustments that would be required if they were not prepared on a going concern basis.
- Interest receivable
- Employee benefits
- Taxation
- Cash and cash equivalents
- Equity
Share capital is measured at the par value.
Share-based payment reserve includes the cumulative share-based payment charged to equity.
- Financial assets and liabilities
- Share-based payments
- Related party transactions
- Accounting standards issued
| · | Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) |
| · | Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) |
There were no other new accounting standards issued that have been adopted in the year.
Standards in issue but not yet effective
At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal ones are detailed below. The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements.
Effective for periods beginning on or after 1 January 2025:
| · | Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability |
| · | Introduction of IFRS 18 to replace IAS 1 - Presentation and Disclosure in Financial Statements |
| 3 | Accounting estimates and judgements |
In preparing the consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the consolidated financial statements with the exception of the valuation of share-based payments. Please see note 18 for further details.
| 4 | Employees | |
| Staff costs, including Directors, consist of: | ||
| 2024 £ | 2023 £ | |
| Wages and salaries | 40,000 | 43,464 |
| 40,000 | 43,464 | |
| 2024 | 2023 | |
| Number | Number | |
| The average number of employees, including Directors, during the year was: | 2 | 2 |
| 5 | Directors' remuneration | |
The Company Directors are considered the only key management personnel and their remuneration was as follows:
| 2024 | 2023 | |
|---|---|---|
| £ | £ | |
| Directors' emoluments | 40,000 | 43,464 |
| 40,000 | 43,464 | |
| 6 | Operating loss | |
| 2024 | 2023 | |
| £ | £ | |
| This has been arrived at after charging/ (crediting): | ||
| Professional services | 71,460 | (24,737) |
| Fees payable to the Company's independent auditor for the audit of the parent and consolidated accounts | 25,000 | 20,000 |
An amount of £99,980 recognised within the operating loss for the year ended 31 December 2023 relates to a payment received by the Company under a cost indemnity arrangement (the "Cost Indemnity") in place with a counterparty, over which a director of the Company has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Company in the event that an acquisition of the counterparty by the Company was not successfully concluded. This has resulted in an overall credit within the "professional services" category of administrative expenses in the year ended December 2023.
| 2024 | 2023 | |
|---|---|---|
| £ | £ | |
| 7 | Interest receivable | |
| 2024 £ | 2023 £ | |
| Bank interest receivable | 516 | 1,131 |
| 8 | Taxation | |
| 2024 | 2023 | |
| £ | £ | |
| Jersey corporation tax | ||
| Corporation tax on loss for the year | - | - |
| Total taxation on loss on ordinary activities | - | - |
| 2024 | 2023 | |
| £ | £ | |
| Loss before tax | (160,480) | (55,236) |
| Tax for financial service companies at 10% (2023: 10%) | (16,048) | (5,524) |
| Effect of: | ||
| Tax losses on which a deferred tax asset has not been recognised | 16,048 | 5,524 |
| Total taxation on loss on ordinary activities | - | - |
| Tax losses and unrecognised deferred tax asset carried forward | 2024 £ | 2023 £ |
| Cumulative temporary differences and carry forward tax losses | 784,617 | 624,137 |
| Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements) | 78,462 | 62,414 |
| 9 | Earnings per share | |
Earnings per share ("EPS") is calculated by dividing the loss after tax for the year by the weighted average number of shares in issue for the year, these figures being as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| £ | £ | |||
| Loss used in basic and diluted EPS, being loss after tax | (160,480) | (55,236) | ||
| Adjustments: | ||||
| Share-based payment charge | 314 | 313 | ||
| Adjusted earnings used in adjusted EPS | (160,166) | (54,923) | ||
| 2024 | 2023 | |||
| Number | Number | |||
| Weighted average number of ordinary shares of 1p each used as the denominator in calculating basic and diluted EPS | 750,000 | 750,000 | ||
| Earnings/(loss) per share | ||||
| Basic and diluted | (£0.21) | (£0.07) | ||
| Adjusted - basic and diluted | (£0.21) | (£0.07) | ||
| 10 | Subsidiaries | |||
| Subsidiary | Nature of business | Country of incorporation | Proportion of A ordinary shares held by Company | Proportion of B ordinary shares held by Company |
| Acceler8 Ventures Subco Limited | Intermediate holding company | Jersey, Channel Islands | 100 per cent. | 0 per cent. |
The address of the registered office of Acceler8 Ventures Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021.
| 2024 | 2023 | |
|---|---|---|
| £ | £ | |
| 11 | Cash and cash equivalents | |
| 2024 | 2023 | |
| £ | £ | |
| Cash and cash equivalents | 113 | 160,441 |
| 113 | 160,441 | |
| 12 | Trade and other receivables | |
| 2024 | 2023 | |
| £ | £ | |
| Other receivables | 3 | 169 |
| Prepayments | 7,469 | 6,886 |
| 7,472 | 7,055 | |
| 13 | Trade and other payables | |
| 2024 | 2023 | |
| Current trade and other payables | £ | £ |
| Accruals | 53,949 | 53,694 |
| 53,949 | 53,694 | |
| 14 | Financial instruments |
The Group's financial assets and liabilities comprise cash and cash equivalents, other receivables and accruals. The carrying value of all financial assets and liabilities equals fair value given their short-term nature.
Financial assets measured at amortised cost
| 2024 | 2023 | |
|---|---|---|
| £ | £ | |
| Current financial assets | ||
| Cash and cash equivalents | 113 | 160,441 |
| Other receivables | 3 | 169 |
| 116 | 160,610 | |
| Financial liabilities measured at amortised cost | ||
| 2024 | 2023 | |
| £ | £ | |
| Current financial liabilities | ||
| Accruals | 53,949 | 53,694 |
| 53,949 | 53,694 | |
Credit risk
Liquidity risk
The Group's approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably, where those funds are available to do so. As noted in the Report of the Directors, the Directors continue to explore funding opportunities for the Company and remain positive about the successful conclusion of these, which would lead to the recapitalisation of the business.
Financial liabilities:
| Less than 1 year | 2 to 5 Years | More than 5 years | Total | |
|---|---|---|---|---|
| £ | £ | £ | £ | |
| Accruals | 53,949 | 53,949 | ||
| At 31 December 2024 | 53,949 | - | - | 53,949 |
| Accruals | 53,694 | 53,694 | ||
| At 31 December 2023 | 53,694 | - | - | 53,694 |
| 15 | Share capital | |||
| Allotted, called up and fully paid | ||||
| 2024 | 2023 | 2024 | 2023 | |
| Number | Number | £ | £ | |
| Ordinary shares of 1p each: | 750,000 | 750,000 | 7,500 | 7,500 |
| At 31 December | 750,000 | 750,000 | 7,500 | 7,500 |
All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders' meeting of the Company.
| 16 | Reserves |
Capital redemption reserve includes amounts in relation to deferred shared capital.
The non-controlling interests reserves arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.
The Directors have proposed that there will be no final dividend in respect of 2024 (2023: £Nil).
| 17 | Share Incentive Plan |
| 18 | Share-based payments |
These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 percent compound per annum is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.
The weighted average exercise price of the outstanding B share options is £Nil which have a weighted average contractual life of 3 years 9 months. 29,000 B share options were issued in the nine-month period to 31 December 2021, all of which were outstanding at the current year end. No B share options were exercised in the current or prior period. No B share options have expired during the current or prior period.
The Group recognised £314 (2023: £313) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the year.
The inputs into the binomial model in respect of options granted in 2021 are as follows:
| Opening share price | £1 |
| Expected volatility of share price | 16.67% |
| Expected life of options | 5 years |
| Risk-free rate | 0.71% |
| Target increase in share price per annum | 12.5% |
| Fair value of options | 5.397p |
| 19 | Related party transactions |
Transactions with key management personnel
Key management personnel comprise the Directors of the Company. The remuneration of the individual Directors is disclosed in the Report of the Directors and Directors' remuneration in note 5.
| 20 | Post balance sheet events |
Subsequent to the year ended 31 December 2024, the Company announced on 23 January 2025 a proposal to raise up to £750,000 through the issuance of unsecured convertible loan notes (the "Notes") to support the diligence and acquisition process relating to the proposed acquisition of Verifyyed, Inc. The Notes would be issued on the following terms:
| · | An accrued coupon of 8 per cent. per annum to be rolled until the conversion of the Notes |
| · | Automatic conversion of the Notes principal and accrued interest into ordinary shares of the Company at the earlier of completion of the proposed acquisition of Verifyyed, Inc. and three years from the date of issuance |
| · | A conversion price of £1.00 per ordinary share |
On 24 March 2025, the Directors each loaned the Company £7,500 for working capital purposes. The loans are interest free and repayable on the earlier of June 26 or a qualifying recapitalisation of the Company.
| 21 | Contingent liabilities |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.