Unaudited interim results

Business Review

Since the decision to cease operations in Jan 2023, the directors have continued to work with the FCA and partners to close down the group operations and return digital assets held in Fibermode to customers. This has involved several campaigns focused on contacting customers. The directors committed to the FCA to continue to run these campaigns until May 2025 allowing more time for customers to claim their digital assets (campaigns subject to affordability).

In parallel, the directors have been in discussions with Redwood Bank for R8 to purchase 100% of the share capital of Redwood Financial Partners Limited, the holding company of the bank. These negotiations were terminated in early 2025.

In September 2023, the holders of the outstanding convertible loan notes consented to, inter alia, the maturity of the notes being extended to 31 December 2024. The directors have had confirmation from the majority shareholders that should the convertible loan notes need to be extended to 31st December 2025 that they will support this decision and the change in terms.

R8 Capital Investments continues to work with the FCA and partners to return all fiat and crypto deposits to its customers over a winding down process.

The directors are aware of the risks and uncertainties facing the business, but the assumptions used are the directors' best estimates of the future development of the business.

Financial Review

Performance of the business during the period and the position at year end.

Revenue for the year decreased from £92k to £60k, a drop of £32k, this was driven primarily by Fibermode.

Administrative expenses were £ (527)k (2023: £869k) reducing by £,1395k during the year. This was largely driven by the voluntary liquidation of Mode Global Limited and settlement of the CVA.

Cash Balances ended six months at £369k (2023: £547k).

Richard Walker-Morecroft

CEO R8 Capital Investments Plc

The notes on pages 11 to 26 form an integral part of this consolidated financial information.

Consolidated Statement of Financial Position (12794676) As at 30 June 2024

Consolidated Statement of Changes in Equity (12794676)

For the 6-month period ended 30 June 2024

The accompanying notes are an integral part of these financial statements.

Consolidated Statement of Cashflows (12794676)

For the 6 month period ended 30 June 2024

The accompanying notes are an integral part of these financial statements.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS AS AT 30 JUNE 2024

General information

R8 Capital Investments Plc is the holding company for a group of companies that trade under the name 'Mode Global'. R8 Capital Investments was incorporated on 5 August 2020 under the laws of England with a registered number of 12794676. R8 Capital Investments is in the financial services business. Its business address is 2 Leman Street, London, United Kingdom, E1W 9US.

Fibermode is currently being wound down and it did provide customers the ability to manage their traditional (fiat) money and their digital assets (cryptocurrency) using the same mobile (or web) application. Through MODE's mobile interface, customers have an all-encompassing view of their traditional fiat and cryptocurrency balances and will be able to initiate various transactions in both.

JGOO is no longer trading, it was a payment processing, marketing and advertising company.

Greyfoxx is no longer trading and ceased its membership in March 2023 with Financial Conduct Authority (FCA).

The Group's principal activity was to invest in fintech companies. On 26th January 2023, the board of the Company decided to cease its customer operations for Fibermode Ltd, JGOO Ltd and Greyfoxx Ltd in light of adverse market sentiment resulting from the collapse of FTX and the consequential lack of investor appetite for crypto-related businesses.

Accounting policies

The principal accounting policies applied in the preparation of the condensed consolidated financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

Basis of preparation

Basis of consolidation

Going concern

The consolidated financial statements are prepared on the going concern basis.

The Directors regularly review multiple scenarios of cash flow forecasts for R8 Capital Investments PLC to determine whether it has sufficient cash reserves to meet its future working capital requirements and development plans. The Group's plans indicate that they need to raise further finance, and the Directors are confident based on past history of successful fundraising and discussions with investors that it will be successful in raising these funds.

Also, as part of this process, the Group's board approved for Mode Global Limited to enter into a Company Voluntary Arrangement with its creditors on 5th April 2023. The CVA was completed on 28th May 2024 and all creditors have been settled under the agreement.

Additionally, £1.6 million of convertible loan notes will expire on 31st December 2024. The directors have had confirmation from the majority shareholders that should the convertible loan notes need to be extended to 31st December 2025 that they will support this decision and the change in terms.

The Group currently have insufficient funds to cover current liabilities for a period of 12 months from date of approval of these condensed financial statements. A principal stakeholder has provided confirmation to the group that they will provide sufficient working capital to allow these liabilities to be met.

To secure a longer-term future of the R8 Capital Investments PLC status, the Board of Directors are in conversation with multiple parties to raise funds and to therefore enable the vehicle to invest in future ventures as they seem appropriate at the time.

However, as at the date of these financial statements, there are no legally binding agreements in place in relation to any fundraising or extension of terms with creditors and as the success of any finance raising is outside the control of the Group, there can be no certainty that additional funds will be forthcoming, which indicates the existence of a material uncertainty which may cast doubt about the Group's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

Foreign currency

The functional currency of the Group and subsidiaries is the Pound Sterling (£). The presentational currency of the Group and subsidiaries is £ because a significant amount of its transactions is in £.

Share capital

The costs directly associated with the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. For the options, these have been detailed below as share based payments.

Revenue recognition

Digital Wallet - Fibermode

Global Services - JGOO

Employee benefits

• Short-term benefits
• Defined contribution plan

As at year ended 31 December 2023, the Company had a defined contribution pension scheme for employees with Scottish Widows. For this defined contribution plan, the Company pays contributions to a privately administered pension insurance plan on a mandatory basis. The contributions are recognised as an employee benefit expense when they are due. This scheme was closed when all staff were let go as part of the decision to cease trading in Q1 2023

Operating leases

Current taxation:

Deferred taxation

• the initial recognition of goodwill.

Cash and cash equivalents

Equity instruments

Share-based payments

The Company did operate an unapproved share-based compensation plan, this closed when operations ceased on 26th January 2023 and all share options have lapsed.

Intangible assets - Software

Accounting for cryptocurrencies

Property, plant and equipment

Computer equipment: 33% straight-line Plant and machinery: 33% straight-line

Financial assets and liabilities

Recognition and initial measurement

Financial assets at amortised cost

Financial liabilities at amortised cost

Financial assets

Financial liabilities

Summary of critical accounting estimates and judgements

Financial risk management Financial instruments

Fair value hierarchy

Credit risk

Liquidity risk

The Group currently holds cash and Bitcoin balances to manage trading activity and is managed centrally. Trade and other payables are monitored as part of normal management operations.

The below, for 2023, is predominantly made up of accrued costs and tax liabilities relating to payroll:

Market risk - interest rate risk

The Group carries no interest rate risk at the respective year ends.

Capital risk management

To meet these objectives, the Company reviews the budgets and forecasts on a regular basis to ensure there is sufficient capital to meet the needs of the Company through to profitability and achieve a positive cash flow.

All working capital requirements are financed from existing cash resources.

Segment information

The Group's Revenue is made up of the trading commission on cryptocurrency assets (Fibermode), as well as bespoke payment and marketing solutions on its Global Services platform (JGOO) and the "other" segment refers to all other activities of the Group including business development and group management and other no allocated functions.

As at 30 June 2024

Employment costs & directors

The average number of employees (including directors) during the period was made up as follows:

The cost of employees (including directors) during the period was made up as follows:

The above remuneration (including share-based payments) of directors includes the following amounts paid to the highest paid Director:

No directors or key management personnel received termination benefits upon their departure.

Taxation

Changes in tax rates

The UK small company's corporation tax rate has been changed on 1st April 2023 to 25% Accordingly, the deferred tax asset has been calculated based on the rate of 25% at the balance sheet date. No liability to UK corporation tax arose on ordinary activities for the current period.

The Group has estimated tax losses of £18,463,475 (2023: £19,093,000) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset of approximately £3,490,062 (2023: £3,638,000) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

Earnings per share (EPS)

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the number of ordinary shares in issue at the end of the period.

Intangible assets - Treasury BTC

Share capital

All shares of the Company rank pari passu in all respects.

Share-based remuneration

The parent operates an unapproved share option plan for all employees of the Group.

In accordance with standard vesting terms, the full award will vest four years after the start of the vesting date (5th October 2021), with 20% vesting on the initial IPO date and a further 5% of the options vested on each three-month anniversary. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if the employee leaves the Group before the options vest.

The details of the movements in the share scheme are as follows:

Unapproved Options

No options were exercisable at the end of the period. No share-based payments were settled during the period and therefore the method of settlement is not applicable.

The weighted average fair value of the options granted under the unapproved options scheme were £0.18 per option using the Black Scholes model.

In September 2022, new employees were granted 5.1m options at an exercise price of £0.075 and all existing options were modified to have an exercise price of £0.075 also. Based on a fair value assessment of the share option modification it was assessed that the fair value had decreased however, in line with IFRS 2, we continued to account for the share options of the original grant at the original fair value.

The significant inputs into the model are as follows:

Current Price (£) on date issued 0.55

Option Exercise Price (£) 0.50

Expected Life of Options in years 4

Volatility 59%

Risk Fee interest rate 0.72%

Adjustment for sub-optimal exercise factor 20%

The expected volatility was determined using the trading prices for R8 Capital Investments Plc from the period it listed until February 16th 2021, to all for sufficient time to provide enough scope. The reason for only considering R8 is that there were no other similar companies listed in the UK with comparable operations to R8.

Following the year end, all options were lapsed following the discontinued operations. For prior year grants, the charged booked in prior years was reversed through the share option reserve and retained earnings.

Convertible Loan Notes

In July 2022, £2.0m convertible loans notes were issues repayable in July 2023 now extended to 31st December 2024. This attracted interest at a rate of 8% pa.

The notes shall be converted by the Company on the earlier to occur of:

• a change of control (in respect of which the Company shall have provided the Noteholders with reasonable notice to allow it to exercise its conversion rights hereunder); or
• a qualifying financing being completed; or
• the maturity date (31st December 2024).

The convertible loan has been treated as a short-term liability as the maturity date is less than 12 months. Interest has been accrued on a quarterly basis.

The equity element of the convertible loan notes in issue at the year-end is £442k (2023: £442k)

Reserves

The following describes the nature and purpose of each reserve within equity:

Capital commitments

The Company has no capital commitments as at the 30 June 2024 and 30 June 2023.

Related Party Transactions

The group has taken advantage of the exemption available under IAS 2 Related Party Disclosures not to disclose details of transactions between Group undertakings which are eliminated on consolidation.

Events after the reporting date

The convertible loan notes are due to expire on 31st December 2024. The directors have had confirmation from the majority shareholders that should the convertible loan notes need to be extended to 31st December 2025, that they will support this decision and the change in terms.

Ultimate controlling party

There is no ultimate controlling party of the Company.