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This Announcement is an advertisement for the purposes of section 5-A.5 of the Market Conduct Sourcebook of the Financial Conduct Authority (the "FCA"). This Announcement is not a prospectus and investors should not purchase any securities referred to in this Announcement except on the basis of the information in the final admission document published by Ikigai Ventures Limited, such admission document being an MTF admission prospectus within the meaning of regulation 21(3) of the Public Offers and Admissions to Trading Regulations 2024.

This Announcement contains inside information for the purposes of Article 14 of the UK version of the market abuse regulation (EU No.596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR").  Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

LEI: 213800L6HSNUEFYY3J85

20 April 2026

Ikigai Ventures Limited

("Ikigai Ventures" or the "Company")

Proposed Acquisition of Dotlines (Guernsey) Ltd and Audra Solutions Ltd

Proposed Change of Name and Board Changes

Publication of AIM Admission Document

Proposed Admission of the Enlarged Share Capital to trading on AIM and cancellation from the Official List

Notice of Extraordinary General Meeting

The Board of Ikigai Ventures Limited (LSE: IKIV), a special purpose acquisition company focused on high-growth, scalable businesses, is pleased to announce that final terms have been agreed for the proposed Acquisitions of the entire issued share capital of Dotlines (Guernsey) Ltd ("Dotlines Guernsey") and Audra Solutions Ltd ("Audra Solutions") (together, the "Dotlines Group"), companies that collaborate as a UK-based international technology group operating in the telecommunications, digital infrastructure, cybersecurity and financial technology sectors, with a range of products, platforms and solutions for B2B and B2C customers in Asia and the UK (the "Acquisitions").

Highlights

·   Acquisition of the Dotlines Group with established, growing, revenue-generating operations for a total consideration of £55.7 million, to be satisfied by the issue of new Ordinary Shares in the Company on Admission.

·    The Dotlines Group was first established as a developer of bespoke B2B software in Malaysia in 2007 and has since evolved into a UK-headquartered international technology group with proprietary technology platforms and solutions.

·   The Dotlines Group operates in the telecommunications, digital infrastructure, cybersecurity and financial technology sectors where demand is being driven by increased digitalisation, higher data usage and a growing focus on security and resilience.

·    Strategic and commercial business momentum across the Dotlines Group's two principal divisions:

o Sohoj Platform, a digital lifestyle platform for migrant populations in Malaysia and the principal operating vertical of the Dotlines Group's digital content and services division, has served over a million migrants from countries across Asia. In 2025, it began developing a non-diaspora customer segment through a third-party partnership with Touch 'n Go, the most popular mobile wallet provider in Malaysia.

o Since July 2025, both the Catena telecoms software platform and Audra telecoms products and services have been successfully launched into the UK market. Contracts have been signed with three UK-based ISPs and a pipeline of prospective new business has been developed.

·   Established growth strategies for domestic and international expansion, including launching the Sohoj Platform in new territories and utilising Carnival Internet, the Dotlines Group's UK-based full fibre broadband service, as a "centre of excellence" to drive recognition and trust in Catena, an OSS and BSS software platform for telecom providers, and Audra's SME- and consumer-focused cybersecurity solutions.

·    Experienced management team with relevant operational, technical and commercial expertise and track record, including with extensive experience from leading UK telecom and enterprise companies and of building and operating businesses across multiple jurisdictions.

·    To reflect the Acquisitions and the Company's new business, the Company intends to change its name to Dotlines Global Limited on or around Admission and to trade under the ticker/symbol 'DOTL'.

·    Based on the issue price of 9.5p per share, the market capitalisation of the Enlarged Group will be approximately £57.9 million on Admission.

The Company has today published its AIM Admission Document (the "Admission Document") which will be despatched to Shareholders today. The Admission Document includes a notice convening an Extraordinary General Meeting of the Company, in connection with, inter alia, the acquisition of the Dotlines Group and the proposed admission of the Company's enlarged issued share capital to trading on the AIM market of the London Stock Exchange (the "Admission").

If the Resolutions are approved, it is expected that Admission will become effective and dealings in the Enlarged Share Capital will commence on AIM at 8.00 a.m. on 11 May 2026.   

The Company also intends, as detailed in its announcement of 27 March 2026, to cancel the listing of its Ordinary Shares on the Equity Shares (shell companies) category of the Official List of the Financial Conduct Authority and the admission to trading of the Ordinary Shares on the Main Market of the London Stock Exchange. It is intended that the Cancellation will become effective at 8.00 a.m. on 11 May 2026 at the same time as the Admission.

Kane Black, CEO of Ikigai Ventures, said:

"We are delighted to have reached this key milestone in our acquisition of the Dotlines Group and admission to AIM. The Dotlines Group is well aligned with our strategy to acquire technology-enabled businesses with operating activities and experienced management teams, whilst also providing products and services that support customers in improving connectivity, security and access to digital services.

"We are pleased to see that, since we initially announced this prospective transaction, the businesses have continued to make strong operational progress, including the launch of telecom and cybersecurity offerings in the UK, which strengthens our belief in their prospects and ability to deliver value for Shareholders. Accordingly, the Board of Ikigai recommends that Shareholders vote in favour of the resolutions at the upcoming EGM."

Mahbubul Matin, Founder of the Dotlines Group and proposed Executive Chairman of the Company, said:

"This is an exciting moment for the Dotlines Group. Having commenced our journey in Malaysia almost 20 years ago, we are now operating in the UK under three brands and are in the process to become quoted on the AIM market of the London Stock Exchange. This transaction will provide a strong platform to facilitate our growth in the UK and internationally and to support the delivery of our goal to provide customers with improved digital connectivity, digital security and digital services supporting financial inclusion."  

Capitalised terms used in this Announcement have the meaning given to them as set out in the Definitions section at the end of this Announcement.

FURTHER DETAILS OF THE ACQUISITIONS, ADMISSION TO AIM AND DIRECTOR SHARE ISSUES

The Dotlines Group

The Dotlines Group was established as a developer of bespoke B2B software in Malaysia in 2007 and has since evolved into a UK-headquartered international technology group operating in the telecommunications, digital infrastructure, cybersecurity and financial technology sectors with a range of products, platforms and solutions for B2B and B2C customers. The Dotlines Group operates across two principal business divisions as outlined below. 

1)    Digital content and services

This business division's principal operating vertical is the Sohoj Platform: a digital lifestyle platform for B2C and B2B2C customers that delivers in-country and cross-border services, digital content and mobile apps to migrant populations, allowing workers to provide for their families in their home country through the form of a 'gifting' service while operating in the cash economy. Currently, the Sohoj Platform operates in Malaysia, having served over a million migrants to countries across Asia.

In the Malaysian domestic market, management believes that the primary growth opportunity lies in expanding the range of services offered to the existing user base and strengthening partnerships with third parties, and to deliver existing Sohoj Platform services to non-diaspora customers. In 2025, the Dotlines Group began developing a non-diaspora customer segment through a third-party partnership with Touch 'n Go, the most popular mobile wallet provider in Malaysia.

The Directors believe that, with a business model proven in Malaysia, there is scope to expand the Sohoj Platform internationally, starting with the UK and Saudi Arabia in late 2026.

In addition to the Sohoj Platform, this business division is a provider of mobile value-added services, namely, the development of bespoke digital content, digital gamification services and apps provided to mobile users (via the Sohoj Platform and other platforms) and third parties, including telcos.

This business division has grown in revenue from approximately £16.5 million in 2022 to £20.5 million in 2024 with profit before tax of £0.6 million in 2022 and £1.0 million in 2024. For the unaudited six months ended 30 June 2025, it recorded revenue of £10.2 million and profit before tax of £0.7 million.

2)    Telecom products and services

The Dotlines Group's telecom products and services are delivered under the following three brands:

·    Catena - a customer-centric in-house OSS and BSS software platform providing comprehensive functionality across the sale, development and operating stages for ISPs. Catena is focused on creating simplicity for telecom providers to decrease the costs incurred.

·    Audra - SME and consumer focused cybersecurity solutions incorporating physical firewall routers and software for both the office and home. Audra currently has three physical products which function as a 2-in-1 router and firewall and an app-based virtual private network product.

·    Carnival Internet - a UK-based full fibre broadband service. Besides providing growth opportunities in the B2C segment, Carnival Internet is the Dotlines Group's "centre of excellence" to drive recognition and trust in Catena and Audra and showcasing their benefits through the broadband provided under the Carnival name.

Since July 2025, both Catena and Audra have been successfully launched into the UK market. The Group has secured contracts with three UK-based ISPs, two of which have adopted both Catena and Audra, with the third implementing Audra in the first phase and Catena is expected to follow.

In addition, a growing pipeline of prospective new business has been developed. The timing of further contract signings is being deliberately staggered to ensure that existing customer implementations are delivered effectively and within agreed timeframes. Management also recognises a medium-term opportunity for international expansion, particularly in the US, which has a large and regionally fragmented ISP and MSP market.

Carnival Internet's growth strategy will focus on inorganic expansion within the UK, targeting the acquisition of small to medium-sized ISPs where the integration of Catena and Audra can be demonstrated to deliver operational efficiencies and improved profitability.

This business division delivered revenue for the year ended 31 July 2025 of £97k (period ended 31 July 2024: £10k) and a loss before tax of £758k (period ended 31 July 2024: £421k loss). This reflects the early-stage rollout of the Group's telecom offering, with commercial deployments having commenced in the UK in autumn 2025 and contracted revenues expected to scale as implementations progress.

Background to and reasons for the Acquisitions

Ikigai Ventures Limited was incorporated on 28 May 2021. The Company's shares were listed on the Main Market of the London Stock Exchange on 15 September 2022 as a special purpose acquisition company focused on the acquisition of companies or businesses that have a strong positive social impact and/or ESG strategy as part of their core business in Asia.

The Board has evaluated various potential acquisition candidates, including a pipeline of opportunities across the technology, digital infrastructure, financial technology, cybersecurity, medical technology and green technology sectors, with a particular focus on businesses operating in Asia and other international markets. This process led to the announcement on 21 August 2025 of the signing of initial terms for the proposed Acquisitions, which the Board selected as the preferred transaction to establish an operating group with near-term operating activity and a platform for further development.

The Existing Directors believe the key benefits of the Acquisitions are as follows:

·    Exposure to technology-enabled markets with sustained demand

The Dotlines Group operates in the telecommunications, digital infrastructure, cybersecurity and financial technology sectors, where demand is being driven by increased digitalisation, higher data usage and a growing focus on security and resilience. The Dotlines Group's activities are focused on Asia and other growth markets, which the Board believes continues to support the deployment of scalable technology solutions.

·    Established operating businesses with proprietary platforms

The Dotlines Group has developed proprietary technology platforms and solutions that are currently deployed across a range of B2B and B2C use cases. These platforms underpin existing operations and customer relationships and provide a foundation for the continued delivery of services across multiple markets.

·    Experienced management team with relevant sector and regional expertise

The Existing Directors consider the experience and track record of the Dotlines Group management team to be a key consideration in the Acquisitions. The management team has operational, technical and commercial experience across telecommunications, digital infrastructure, cybersecurity and financial technology, together with experience of building and operating businesses across multiple jurisdictions.

·    Immediate transition to an operating group

Upon Admission, the Company will transition from a cash shell into an operating international technology group with established operations, revenue-generating activities and an experienced management team. This represents a material change in the nature of the Company's business and provides Shareholders with exposure to an active operating group following Admission.

·    Alignment with the Company's stated strategy

The Acquisitions are consistent with the Company's stated strategy of acquiring technology-enabled businesses with operating activities and experienced management teams, whilst also providing products and services that support customers in improving connectivity, security and access to digital services.

Summary terms of the Acquisitions

The Company has entered into sale and purchase agreements to acquire the entire issued share capital of Dotlines Guernsey and Audra Solutions. Completion of the agreements is subject to, and conditional upon, the satisfaction of certain conditions, including, inter alia, the approval of Shareholders at the EGM and Admission. The total consideration for the Acquisitions is £55.7 million, to be satisfied by the issue of 585,342,816 Consideration Shares on Admission.

Takeover Code - waiver of rule 9

The Code applies to the Company. Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of a company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person is interested.

Further, under Rule 37.1 of the Code, when a company redeems or purchases its own shares, any resulting increase in the percentage of voting rights carried by the shares in which a person, or group of persons acting in concert, is interested will be treated as an acquisition of interests in shares carrying voting rights for the purpose of Rule 9.1 of the Code.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Rule 9 Waiver

Under note 5 of the notes on the dispensations from Rule 9 of the Code, the Panel may waive the requirement for a general offer to be made in accordance with Rule 9 if, in the case of an issue of new securities, independent shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with him or her and do not have any interest in the proposed transaction which may compromise their independence ("Independent Shareholder") and whom together hold shares carrying more than 50 per cent. of the voting rights of the company which would be capable of being cast on a Rule 9 waiver resolution confirm in writing that they approve the proposed waiver and would vote in favour of any resolution to that effect at a general meeting (the "Rule 9 Waiver Resolution").

The Company has obtained such written confirmation and has obtained permission from the Takeover Panel to waive the requirement for a Rule 9 waiver resolution to be considered at a general meeting.

The waiver to which the Panel has agreed under the Code will be invalidated if any purchases are made by Mahbubul Matin, or any person acting in concert with him, in the period between the date of this Announcement and the Extraordinary General Meeting. Mahbubul Matin, nor any person acting in concert with him, has purchased Ordinary Shares in the 12 months preceding the date of this Announcement.

Mahbubul Matin Concert Party

On completion of the Acquisitions, the Mahbubul Matin Concert Party (comprising 19 shareholders) will be interested in 489,730,827 Ordinary Shares, representing approximately 80.37 per cent. of the enlarged voting rights of the Enlarged Group. Following completion of the Acquisitions, the members of the Concert Party will hold shares carrying more than 50 per cent. of the voting rights of the Company and (for so long as they continue to be acting in concert) no obligation to make an offer under Rule 9 will normally arise from acquisitions of interests in shares carrying voting rights by any member of the Concert Party.

The Mahbubul Matin Concert Party will not be restricted from making an offer for the Company unless the Mahbubul Matin Concert Party either makes a statement that it does not intend to make an offer or enters into an agreement with the Company not to make an offer. No such statement has been made or agreement entered into as at the date of this Announcement.

Proposed Board changes

As part of the Acquisitions, Kane Black, Chief Executive Officer of the Company, will step down from the Board, conditional upon and with effect from Admission, in connection with the completion of the Acquisitions and the transition to the Enlarged Group. Ashley Paxton and Meriel Lenfestey will remain on the Board as Non-Executive Directors following Admission. In addition, four proposed Directors from the Dotlines Group will be appointed as Directors on Admission, being Mahbubul Matin as Executive Chairman, Jakir Chowdhury as CEO, Mohammad Sazzad as CFO and Jonathan Kini as Non-Executive Director. Brief biographical details on the Directors and proposed Directors are set out in the Admission Document.

Further details of the Acquisitions, the proposed strategy of the Dotlines Group and the risk factors associated with the Proposals are set out in the Admission Document.

Publication of Admission Document and Notice of Extraordinary General Meeting

The Admission Document has been published today and is available on the Company's website at:

https://ikigaiventuresltd.com/reports-documents/. Shareholders are encouraged to read the Admission Document in full.

The Admission Document includes the notice convening the Extraordinary General Meeting to be held at the registered office of the Company at Plaza House, Third Floor, Elizabeth Avenue, St. Peter Port, Guernsey, GY1 2HU at 9 a.m. on 8 May 2026 to pass the Resolutions required to implement, inter alia, the Acquisitions and Admission.

At the EGM, the following resolutions will be proposed to approve:

1.    The Acquisition of Dotlines Guernsey and Audra Solutions;

2.    The adoption of a new Share Option Plan;

3.    The specific disapplication of pre-emption rights with respect to the issue of the Consideration Shares, the Conversion Shares and the AIM Broker Warrants on Admission;

4.    The general disapplication of pre-emption rights following Admission up to 20 per cent. of the Enlarged Share Capital;

5.    The adoption of the New Articles (the changes to be proposed to the Articles are to ensure that the articles contain the correct referencing as a result of moving the Company from the Main Market to AIM); and

6.    The change of the name of the Company from Ikigai Ventures Limited to Dotlines Global Limited.

The implementation of the Proposals will require the approval of the Resolutions. If the Resolutions are not passed then the Proposals will not proceed.

Recommendation and Irrevocable Undertakings

The Existing Directors believe that the Proposals are in the best interests of Shareholders and the Company as a whole and therefore recommend that all Shareholders vote in favour of all the Resolutions.

In addition, the Company has received irrevocable undertakings from certain shareholders to vote in favour of the Resolutions (or procure to be done) in respect of their interests in Ordinary Shares (and those of their family and trusts), representing, in aggregate, approximately 58.99 per cent. of the Existing Ordinary Shares.

Issue of convertible loan note to the Company

On 20 April 2026, the Company and Audra Pte. Ltd. entered into the Convertible Loan Agreement, pursuant to which Audra Pte. Ltd. advanced an unsecured, interest-free loan of £180,000 to the Company for the purposes of making certain payments to creditors and for working capital purposes. On Admission, the loan will convert into the CLA Shares at the Issue Price. The agreement provides that if Admission does not occur and the CLA Shares are not issued, then the loan amount shall become repayable by the Company in cash on the maturity date, being 30 September 2026. In the event that the Company fails to repay the loan amount in cash, the loan converts into Ordinary Shares at 4.25p per Ordinary Share.

Issue of shares to directors and deed of indemnity

On 20 April 2026, the Company entered into letter agreements with each of Kane Black, Ashley Paxton and Meriel Lenfestey, pursuant to which the Company agreed to issue the Existing Director Accrual Shares at the Issue Price to Meriel Lenfesty, Ashley Paxton and Kane Black for fees and expenses outstanding and payable up to the date of Admission. Their respective letters provide that Ashley Paxton and Meriel Lenfestey shall be issued their Existing Director Accrual Shares on Admission, and that Kane Black (via Severn Capital Limited) shall be issued his Existing Director Accrual Shares six months from the date of Admission in accordance with the terms of the KB Deed of Indemnity, as set out below.

The Company, Kane Black, Audra Solutions and Dotlines Guernsey entered into a deed of indemnity on 20 April 2026, pursuant to which Kane Black agreed to provide the Company, Audra Solutions and Dotlines Guernsey with certain representations and warranties, on an indemnity basis, in respect of certain creditors of the Company and the amount owed to each of those creditors on Admission. In the event of any breach of representation, warranties or indemnities under the deed, the Company shall be entitled to set off the equivalent amount of any such claims against his Existing Director Accrual Shares. Subject to certain exceptions, the liability of Kane Black under the deed is limited to the value of his Existing Director Accrual Shares.

The Board of Ikigai considers these transactions to be fair and reasonable from the perspective of the Company and other shareholders in order to support and complete the Proposals.

Admission statistics and details of new Ordinary Shares to be issued

* An additional 398,309 Conversion Shares will be issued at the Issue Price on the date that is six months after Admission being the Existing Director Accrual Shares due to Kane Black and subject to the KB Deed of Indemnity.

Expected timetable of principal events

Enquiries:

Definitions

The following definitions are used throughout this announcement unless the context requires otherwise: