Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity respectively.

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.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

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

The Group operates an equity-settled share-based payment plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group's estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve.

This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore not subsequently revisited. The fair value is determined using a binomial model.

Related party transactions

The Group discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.

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.

·      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)

The Directors do not currently expect the adoption of IFRS 18 or IFRS 19 to have a material impact on the Group's recognition or measurement of assets and liabilities, although IFRS 18 will affect presentation and disclosure requirements when it becomes effective.

4.     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.

5.     Finance income and expense

6.     Investments

Principal subsidiary undertakings of the Group

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

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.

The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital.  The B ordinary shares have been issued pursuant to the Company's Subco Incentive Scheme and hold no voting or dividend rights or rights to distribution.

7.     Cash and cash equivalents

8.     Trade and other receivables

9.     Trade and other payables

10.   Earnings per share

11.   Financial instruments

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

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

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.

12.   Share capital

13.   Reserves

Share premium and retained deficit represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium.

The Capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares.

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.

The Group having no regulatory capital or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

14.   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.

15.   Share-based payments

The Subco Incentive Scheme detailed in Note 14 is an equity-settled share option plan which allows employees and advisors of the Group to sell their B shares to the company in exchange for a cash payment or for shares in the Company (at the Company's election) if certain conditions are met.

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:

Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.

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.

16.   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.

17.   Contingent liabilities

There are no contingent liabilities at the reporting date which would have a material impact on the financial statements.

18.   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.

19.   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.

20.   Ultimate controlling party

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