Half-year Results
AC8 reported £71k loss for H1 2025; raised £0.4m convertible loan post-period end.
- Loss after taxation £70,997 (prior £83,033)
- Loss per share £0.09 (prior £0.11)
- Cash and cash equivalents at 30 June 2025 £1,399 (prior £113)
- Total net liabilities at 30 June 2025 £117,205 (prior £46,364)
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Acceler8 Ventures Plc (LSE: AC8, "AC8" or the "Company") announces its unaudited condensed interim results for the six month period to 30 June 2025.
Strategy
AC8 was established in 2021 to undertake one or more investment and / or acquisition opportunities of businesses operating within the UK or internationally across certain sectors.
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.
The Company's strategic aim is to drive shareholder value through the acquisition of target companies in certain sectors where the Board believes there to be sustainable growth opportunities both organically, and through acquisition. Sectors of particular focus include gaming, media and entertainment, software and technology, industrials and business services.
The Company is the parent company of Acceler8 Ventures Subco Limited (a private limited company under the laws of Jersey with registered number 134587) and together will be referred to as the "Group" in these accounts.
Results and developments in the six month period to 30 June 2025
The Group's loss after taxation was £70,997 (six month period to 30 June 2024: £83,033). This principally reflected operating expenses incurred as a listed business and due diligence activities of £71,001 (six month period to 30 June 2024: £83,477).
The Group generated a loss per share of £0.09 (six month period to 30 June 2024: £0.11).
As a result of tight cost control and moderate operating expenses, as at 30 June 2025, AC8's cash balance was £1,399 (31 December 2024: £113).
On 18 June 2025, the Company held its Annual General Meeting in which all resolutions were unanimously passed.
Risks
As the Company has yet to complete an investment or acquisition, it has limited financial statements and / or historical financial data, and limited trading history. As such, the Group and Company during the period were subject to the risks and uncertainties associated with an early-stage acquisition company.
The Directors are of the opinion that these risks, which were detailed further in AC8's published final results for the financial year ended 31 December 2024, remain applicable to the Group and Company.
Dividend
At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future. Following the Company's inaugural investment or acquisition, the Directors will determine an appropriate dividend policy for AC8.
Outlook
During the period, and post period end, AC8 has continued to pursue its investment and acquisition strategy and is currently assessing opportunities within its chosen sectors of interest.
It was disappointing that we were unable to conclude a transaction during the period, however we are seeing an increased flow of opportunities, which include successful businesses with the potential for high growth, that are seeking to partner with, and leverage the benefits of, the Board's experience and that of the wider AC8 team.
Post the period end, we successfully completed a convertible loan note issuance raising £0.4 million to support the pursuit of our inaugural transaction and we are grateful for the support we received, and welcome our new investors to the Company.
As at 18 September 2025, the Company's current unaudited cash balance was £0.3 million.
Statement of Directors' responsibilities
By order of the Board
David Williams
Chairman
The accompanying notes form part of these interim condensed consolidated financial statements.
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2025
| Note | As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 7 | 1,399 | 113 |
| Trade and other receivables | 8 | 5,929 | 7,472 |
| Total current assets | 7,328 | 7,585 | |
| Total assets | 7,328 | 7,585 | |
| Current liabilities | |||
| Trade and other payables | 9 | 124,533 | 53,949 |
| Total current liabilities | 124,533 | 53,949 | |
| Total liabilities | 124,533 | 53,949 | |
| Total net liabilities | 117,205 | 46,364 | |
| Equity | |||
| Share capital | 12 | 7,500 | 7,500 |
| Share premium | 13 | 729,598 | 729,598 |
| Capital redemption reserve | 13 | 2 | 2 |
| Share-based payment reserve | 13 | 1,242 | 1,086 |
| Non-controlling interest | 13 | 67 | 67 |
| Retained deficit | 13 | (855,614) | (784,617) |
| Total equity attributable to equity holders of the Company | (117,205) | (46,364) | |
The accompanying notes form part of these interim condensed consolidated financial statements.
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2024 (Unaudited)
| Share capital £ | Share premium £ | Capital redemption reserve £ | Share-based payment reserve £ | Non-controlling interest £ | Retained deficit £ | Total Equity £ | |
|---|---|---|---|---|---|---|---|
| Balance as at 31 December 2023 | 7,500 | 729,598 | 2 | 772 | 67 | (624,137) | 113,802 |
| Loss for the period | - | - | - | - | - | (83,033) | (83,033) |
| Share-based payment charge | - | - | - | 157 | - | - | 157 |
| Balance as at 30 June 2024 | 7,500 | 729,598 | 2 | 929 | 67 | (707,170) | 30,926 |
| For the six months ended 30 June 2025 (Unaudited) | |||||||
| Share capital £ | Share premium £ | Capital redemption reserve £ | Share-based payment reserve £ | Non-controlling interest £ | Retained deficit £ | Total Equity £ | |
| Balance as at 31 December 2024 | 7,500 | 729,598 | 2 | 1,086 | 67 | (784,617) | (46,364) |
| Loss for the period | - | - | - | - | - | (70,997) | (70,997) |
| Share-based payment charge | - | - | - | 156 | - | - | 156 |
| Balance as at 30 June 2025 | 7,500 | 729,598 | 2 | 1,242 | 67 | (855,614) | (117,205) |
The accompanying notes form part of these interim condensed consolidated financial statements.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2025
| Six months ended 30 June 2025 Unaudited £ | Six months ended 30 June 2024 Unaudited £ | |
|---|---|---|
| Cash flows from operating activities | ||
| Loss before income tax | (70,997) | (83,033) |
| Adjustments for: | ||
| Share-based payment charge | 156 | 157 |
| Interest receivable | (4) | (444) |
| Operating cash flows before changes in working capital | (70,845) | (83,320) |
| Increase in trade and other receivables | (1,543) | (2,170) |
| Increase / (decrease) in trade and other payables | 70,584 | (22,596) |
| Net cash used in operating activities | (1,282) | (108,086) |
| Interest received | 4 | 446 |
| Net cash inflow from financing activities | 4 | 446 |
| Net increase / (decrease) in cash and cash equivalents | 1,286 | (107,640) |
| Cash and cash equivalents at beginning of period | 113 | 160,441 |
| Cash and cash equivalents at end of period | 1,399 | 52,801 |
The accompanying notes form part of these interim condensed consolidated financial statement
NOTES TO THE GROUP FINANCIAL INFORMATION
For the six months ended 30 June 2025
General information
The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the Main Market of the London Stock Exchange. The Company is the parent company of Acceler8 Ventures Subco Limited (a private limited company under the laws of Jersey with registered number 134587).
The address of its registered office 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.
The Company has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally.
Basis of preparation
Comparative figures
Statutory accounts
Significant accounting policies
Basis of consolidation
Functional and presentational currency
Interest receivable
Employee benefits
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.
Taxation
Financial assets and liabilities
The Group's financial assets and liabilities comprise of cash and cash equivalents, other receivables, and trade and other payables. Financial assets are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at amortised cost.
Share-based payments
Related party transactions
Standards in issue but not yet effective
| · | Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after 1 January 2026) | |||
| · | IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027) | |||
| · | IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027) | |||
| 4. Critical accounting estimates and judgments | ||||
| 5. Interest receivable | ||||
| Six months ended 30 June 2025 Unaudited £ | Six months ended 30 June 2024 Unaudited £ | |||
| Bank interest receivable | 4 | 444 | ||
| 6. Investments | ||||
| Principal subsidiary undertakings of the Group | ||||
| 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 and prepares its own financial statements for the period ended 31 March each year.
Cash and cash equivalents
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
|---|---|---|
| Cash at bank and in hand | 1,399 | 113 |
| 8. Trade and other receivables | ||
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Other receivables | 3 | 3 |
| Prepayments | 5,926 | 7,469 |
| Total | 5,959 | 7,472 |
| 9. Trade and other payables | ||
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Trade creditors | 57,310 | - |
| Accruals | 51,797 | 53,949 |
| Director loans | 15,426 | - |
| Total | 124,533 | 53,949 |
| 10. Earnings per share | ||
| Six months ended 30 June 2025 Unaudited £ | Six months ended 30 June 2024 Unaudited £ | |
| Loss attributable to the equity holders of the Company | (70,557) | (83,033) |
| Weighted number of shares in issue | 750,000 | 750,000 |
| Loss per share (£) | (0.09) | (0.11) |
| 11. Financial instruments | ||
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Financial assets | ||
| Cash and cash equivalents | 1,399 | 113 |
| Other receivables | 3 | 3 |
| 1,402 | 116 | |
| As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited £ | |
| Financial liabilities | ||
| Trade creditors | 57,310 | - |
| Accruals | 51,797 | 53,949 |
| Director loans | 15,426 | - |
| 124,533 | 53,949 | |
Financial risk management objectives and policies
The Group's financial assets and liabilities comprise of 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.
Credit risk
Liquidity risk
Share capital
Allocated, called up and fully paid
| As at 30 June 2025 Unaudited Number | As at 30 June 2025 Unaudited £ | As at 31 December 2024 Audited Number | As at 31 December 2024 Audited £ | |
|---|---|---|---|---|
| Ordinary shares of 1p each | 750,000 | 7,500 | 750,000 | 7,500 |
Reserves
Share-based payment reserve includes the cumulative share-based payment charged to equity.
- Share incentive plan
- Share-based payments
These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 per cent. compound per annual 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 £1.00 which have a weighted average contractual life of 2 years 3 months. No B share options were issued in the period, all of which were outstanding at the period end. No B share options were exercised in the period. No B share options have expired during the period.
The Group recognised £156 (six months ended 30 June 2024: £157) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.
The inputs into the binomial model in respect of options granted in the period 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 |
Related party transactions
Transactions with key management personnel
Key management personnel comprise the directors. The total emoluments for key management personnel in the period was £20,000 (six months ended 30 June 2024: £20,000). During the period, £20,000 of director fees were accrued (six months ended 30 June 2024: nil).
Other transactions
During the six months ended 30 June 2025, the directors provided unsecured loans to the Group of £15,426 (six months ended 30 June 2024: £nil). No interest is payable by the Group. As at 30 June 2025, the balance outstanding was £15,426 (as at 30 June 2025: £nil) and is included in trade and other payables.
- Contingent liabilities
- Events after the reporting date
On 3 July 2025, trading in the Company's ordinary shares was restored following the cessation of the proposed acquisition of Verifyyed, Inc., which was announced on 17 June 2025.
On 29 August 2025, the Group also announced that it had successfully raised £380,000 through the issue of unsecured Convertible Loan Notes ("CLNs"). The CLN's were issued to new investors to raise funds to support the Company's modest working capital requirements in pursuit of an initial transaction. The principal terms of the CLNs are as follows:
Amount: £380,000
Interest rate: 8 per cent. per annum, payable-in-kind and compounding annual
Redemption: no redemption rights applicable save for agreement by the Noteholder following a tender offer by the Company
Conversion: Automatic conversion of principal and accrued interest on the earlier of completion of an Initial Transaction (as defined by UKLR 13.4.1) and the third anniversary of CLN issuance
Conversion price: The lower of £1 per Ordinary Share and a 30 percent. discount to the prevailing price per Ordinary Share applicable to the Initial Transaction, or a 30 per cent. discount to a 20-trading day VWAP as at close on the last trading day prior to the third anniversary of CLN issuance
Security: The CLNs rank pari passu with other unsecured creditors of the Company
Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
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