AC8 HY26 Report

Acceler8 Ventures Plc (LSE: AC8, "AC8", the "Company" or the "Group") announces its unaudited condensed interim results. Please note this period predates the AC8 acquisition of Intuitive Investments Group plc ("IIG") (the "IIG Transaction") which became effective on 13 August 2026, with admission occurring on 14 August 2026. Accordingly, these interim results only include the financial results for the six-month period to 30 June 2026 for AC8 before the IIG Transaction.

Strategy

During the six months ended 30 June 2026, AC8 remained a listed acquisition company focused on identifying and progressing opportunities capable of delivering sustainable long-term shareholder value. During the period, the Company progressed the IIG Transaction.

As at 30 June 2026, the Company remained the parent company of Acceler8 Ventures Subco Limited and the IIG Transaction had not yet completed. The IIG Transaction became effective on 13 August 2026, with the enlarged AC8 Group admitted to the Equity Shares (Commercial Companies) ("ESCC") category of the Official List and to trading on the London Stock Exchange's Main Market on 14 August 2026. Further information and documentation in relation to the IIG Transaction is available on the AC8 website at acceler8.ventures/iig-transaction/.

Following completion of the IIG Transaction, AC8's principal operating business became Hui10 Inc. ("Hui10"), a Beijing-headquartered technology group developing digital infrastructure within China's regulated lottery ecosystem. Hui10's technology creates a digital engagement and transaction layer connecting consumers, retailers, payment providers and commercial partners, with the aim of improving engagement, transaction traceability and operational insight.

The Group's strategic priorities are now to support the expansion of Hui10 and to invest in technology-enabled business opportunities. Hui10's growth strategy is centred on expanding retail connectivity and consumer access, developing digital products and services, building its Lucky World retail brand across the existing lottery shop network, and using Big Data and AI-enabled tools to enhance operational efficiency, decision-making and user experience.

Financial Results

The Group's loss after taxation for the six-month period to 30 June 2026 was £1,223,732 (six-month period to 30 June 2025: £70,997). This principally reflected operating expenses incurred as a listed business and due diligence and transaction costs associated with the IIG Transaction, together with non-cash finance charges arising from the accounting for the Group's convertible loan notes, including fair value movements in the embedded derivative liabilities. On 21 April 2026, the Company issued £1.0m of unsecured convertible loan notes to support its near-term working capital requirements.

The Group's loss per share was £1.63 (six-month period to 30 June 2025: £0.09).

AC8's cash balance was £1,061,240 (31 December 2025: £209,224).

Risks

At 30 June 2026, the Company had not yet completed an acquisition and remained exposed to the risks associated with an acquisition company, including transaction execution, financing and liquidity risk. Following completion of the acquisition of IIG after the period end, the Group's risk profile has changed materially as it has become an operating technology group with activities principally in China.

The principal risks and uncertainties for the Group include the successful execution of Hui10's growth strategy; reliance on key commercial, payment and institutional relationships; technology, the regulatory environment applicable to China's lottery and technology sectors; cyber-security and data risks; and maintaining appropriate financial reporting, governance and control processes as the Group develops. The Board will continue to review the Group's risk framework as integration progresses.

Dividend

The Board does not intend to recommend a dividend. The Group's near-term priority is to invest in the development and expansion of Hui10 and pursue opportunities capable of creating sustainable long-term shareholder value.

Outlook

Following the period end, on 13 August 2026 AC8 acquired the entire issued share capital of IIG. On 14 August 2026, AC8's enlarged issued share capital was admitted to the ESCC category of the Official List and to trading on the London Stock Exchange's Main Market.

The completion of the IIG Transaction transformed AC8 from an acquisition company into an operationally active technology group. The Board's immediate focus is on supporting Hui10's continued expansion, strengthening the Group's governance and financial reporting infrastructure, and establishing a clear framework for measuring and communicating operational performance.

Hui10 has developed a differentiated position within China's regulated lottery ecosystem through its retail connectivity, consumer engagement platform, data and AI capabilities and commercial partnerships. The Group intends to build on these foundations by expanding consumer access, developing new technology-enabled products and services and increasing the value generated through Hui10's connected retail network.

The Board believes that the Group's ESCC listing provides a more appropriate public-market platform from which to broaden investor engagement, communicate operational progress and pursue the Group's long-term growth strategy.

Statement of Directors' responsibilities

By order of the Board

Giles Willits

Director

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2026

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 2025 (Unaudited)

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 2026

The accompanying notes form part of these interim condensed consolidated financial statement

NOTES TO THE GROUP FINANCIAL INFORMATION

General information

As at 30 June 2026, the Company was the parent company of Acceler8 Ventures Subco Limited (a private limited company incorporated in Jersey). Following the period end, on 13 August 2026 the Company completed the all-share acquisition of Intuitive Investments Group plc ("IIG"), whose principal operating business is Hui10 Inc. ("Hui10"). 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 address of its registered office 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

During the period ended 30 June 2026, the Company continued to pursue its investment and acquisition strategy and progressed the acquisition of IIG. Following completion of that acquisition after the reporting date, AC8's principal operating business is Hui10, a Beijing-headquartered technology group developing digital infrastructure within China's regulated lottery ecosystem. Further information on the transaction is provided in Note 19.

Basis of preparation

The interim condensed consolidated 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 for the year ended 31 December 2025, which is available on the Company's website.

These interim condensed consolidated financial statements were approved by the Board of Directors on 2 September 2026.

Comparative figures

Comparative figures presented in the statement of comprehensive income, statement of changes in equity and statement of cash flows cover the six month period ended 30 June 2025. The statement of financial position comparative figures are shown as at 31 December 2025.

Statutory accounts

Financial information contained in this document does not constitute statutory accounts within the meaning of the Companies (Jersey) Law 1991. The statutory accounts for the year ended 31 December 2025 have been filed with the Registrar of Companies. The report of the auditors on those statutory accounts was unqualified and did not draw attention to any matters by way of emphasis.

Significant accounting policies

Basis of consolidation

Functional and presentational currency

The Group's functional and presentational currency for these interim financial statements is pound sterling. The acquisition of IIG completed after the reporting date and therefore the results and balance sheet of IIG and Hui10 are not consolidated in these interim financial statements.

Interest receivable

Employee benefits

Cash and cash equivalents

Equity

Equity comprises of share capital, share premium, capital redemption reserve, share based payment reserve, non-controlling interest and retained deficit.

Share capital is measured at the par value.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

Non-controlling interest reserve arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.

Taxation

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

Financial assets and liabilities

Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or less. Other receivables are measured at amortised cost less any expected credit losses.

Financial liabilities comprise trade and other payables and the host debt components of the Group's convertible loan notes, which are measured at amortised cost using the effective interest method. Embedded derivative liabilities arising from the convertible loan notes are measured at fair value through profit or loss, with changes in fair value recognised in the statement of comprehensive income. Further details of the convertible loan notes and embedded derivative liabilities are set out in Note 18.

Share-based payments

Related party transactions

Standards in issue but not yet effective

At the date of authorisation of these financial statements there were standards and amendments in issue which were not yet effective and which have not been applied. The principal standards relevant to the Group include:

• The amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments became effective for annual periods beginning on or after 1 January 2026 and have been adopted by the Group. Their adoption did not have a material impact on these interim financial statements.
• Critical accounting estimates and judgments

In preparing the interim condensed consolidated financial statements, the Directors make judgements in applying the Group's accounting policies and estimates about the future. Estimates and judgements are reviewed on an ongoing basis and are based on historical experience and other factors considered reasonable in the circumstances.

Valuation of derivative financial instruments

The conversion options embedded within the Group's convertible loan notes are accounted for as derivative liabilities and are measured at fair value using a binomial lattice valuation model. The valuation requires estimates and judgements in relation to key inputs including the Company's share price volatility, the probability and timing of an Initial Transaction and, at 30 June 2026, the expected impact of the proposed bonus issue on the share price under the transaction scenario.

Changes in these assumptions could result in a material change in the fair value of the derivative liabilities recognised. Further details are set out in Note 18.

Finance income and expense

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

Financial risk management objectives and policies

The Group's principal financial instruments comprise cash and cash equivalents, trade and other receivables, trade creditors, accruals, wages payable and the convertible loan notes.

Credit risk

The Group's credit risk is wholly attributable to its cash balance. All cash balances are held at a reputable bank in Jersey. The credit risk from its cash and cash equivalents is deemed to be low due to the nature and size of the balances held.

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.

Share capital

Allocated, called up and fully paid

Reserves

Share-based payment reserve includes the cumulative share-based payment charged to equity.

Non-controlling interest reserve arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.

Share incentive plan

On 14 July 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited ("Subco"). 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.

Under these arrangements in place, participants are entitled to up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from admission or following a change of control of the Company or Subco.

As announced on 8 April 2026, it was proposed that the Subco Incentive Scheme would be declared void on completion of the IIG Transaction with no payout to participants.

Share-based payments

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 per cent. compounded 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 £1.00 which have a weighted average contractual life of 1 month. 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 £130 (six months ended 30 June 2025: £156) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.

The fair value of options granted during the period is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.

The inputs into the binomial model in respect of options granted in the period are as follows:

The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and fifth anniversary of the Group's admission onto the Main Market of the London Stock Exchange in order for the scheme to vest.

The Group did not enter into any share-based payment transactions with parties other than employees and advisors during the current period.

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 £15,000 (six months ended 30 June 2025: £20,000). During the period, £2,600 of director fees were accrued (six months ended 30 June 2025: £20,000).

Other transactions

During the six months ended 30 June 2025, the directors provided unsecured loans to the Group of £15,426. No interest was payable by the Group. No additional loans were provided in the period to 30 June 2026 and as at 30 June 2026, the balance outstanding was £nil.

• Contingent liabilities
• Convertible loan notes

At 30 June 2026, the Group had two tranches of unsecured convertible loan notes outstanding ("CLNs").

On 28 August 2025, the Company issued £380,000 of unsecured convertible loan notes (the "2025 CLNs"). The 2025 CLNs bear interest at 8 per cent. per annum, payable in kind and compounding annually, and are automatically convertible on the earlier of completion of an Initial Transaction (as defined by UK Listing Rule 13.4.1) and the third anniversary of issuance. On 8 April 2026, the terms of the 2025 CLNs were amended such that, in the event of completion of the proposed acquisition of Intuitive Investments Group plc ("IIG"), the conversion price would be £0.28 per ordinary share.

On 21 April 2026, the Company issued a further £1,000,000 of unsecured convertible loan notes (the "2026 CLNs"). The 2026 CLNs also bear interest at 8 per cent. per annum, payable in kind and compounding annually, and are automatically convertible on the earlier of completion of an Initial Transaction and the third anniversary of issuance. In the event of completion of the proposed acquisition of IIG, the conversion price was fixed at £0.34 per ordinary share.

The carrying amounts recognised were as follows:

Embedded derivative valuation

The fair value of the embedded derivative liability has been determined using a binomial valuation model. The valuation reflects the contractual conversion terms of the CLNs and the probability and timing of an Initial Transaction.

In determining the fair value at 30 June 2026, the Directors also considered the effect of the proposed bonus issue announced as part of the transaction structure. The bonus issue provided for 3.0411 new Ordinary Shares for each existing Ordinary Share and was expected to occur prior to conversion of the CLNs. Accordingly, the valuation reflects the expected dilutionary effect of the bonus issue on the Ordinary Share price when assessing the value attributable to conversion under the transaction scenario.

Following completion of the acquisition after the reporting date, the 2025 CLNs and 2026 CLNs converted into Ordinary Shares in accordance with their terms. Further details are set out in Note 19, Events after the reporting date.

Events after the reporting date

On 13 August 2026, the scheme of arrangement relating to AC8's recommended all-share acquisition of Intuitive Investments Group plc ("IIG") became effective and the entire issued share capital of IIG was acquired by AC8.

On 14 August 2026, AC8's entire enlarged issued share capital, comprising 752,178,246 ordinary shares of £0.01 each, was readmitted to the ESCC category of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities under the ticker "AC8".

Following completion, AC8's principal operating business is Hui10 Inc. ("Hui10"), a Beijing-headquartered technology group developing digital infrastructure within China's regulated lottery ecosystem. The acquisition occurred after the reporting date and is therefore a non-adjusting event for these interim financial statements.

Ultimate controlling party

In the opinion of the Directors, there is no single ultimate controlling party.