
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
GOING CONCERN
The Company is a Special Purpose Acquisition Company (SPAC) admitted to trading on the Main Market of the
London Stock Exchange. The Company does not currently have trading operations or income-generating activities and
continues to pursue its strategy of identifying and completing a reverse takeover of one or more suitable acquisition
targets.
In August 2025, the Company entered into conditional, non-binding Heads of Terms for the proposed acquisitions of
Dotlines Global Plc and Audra Solutions Ltd. While these Heads of Terms are non-binding, the parties remain
committed to progressing the transactions, and the Directors are not aware of any reason at this stage why
completion will not occur. Subject to final due diligence, documentation, and regulatory approvals, completion would
result in the acquisition of operating businesses with established revenues across Asia and the United Kingdom,
thereby transforming Ikigai Ventures from a cash shell into an operating group.
At the reporting date, the Company held a cash balance of GBP336,399, with total current liabilities of approximately
GBP41,536. The Directors recognise that the Company’s ability to continue as a going concern is dependent on the
successful completion of the proposed RTO or, alternatively, on securing additional funding to meet working capital
requirements for a period of at least twelve months from the date of approval of these financial statements.
Based on the progress made to date, the Directors have a reasonable expectation that one of these outcomes will be
achieved and that the Company will have adequate resources to continue in operational existence for the foreseeable
future. Nevertheless, until the RTO is completed, an element of uncertainty remains regarding its timing and
finalisation, which constitutes a material uncertainty that may cast doubt on the Company’s ability to continue as a
going concern.
In forming this view, the Directors have:
- Assessed principal and emerging risks facing the Company, including those which could threaten its business model,
performance, solvency, or liquidity. These risks and their mitigation are outlined on pages 3 and 4 above and on
pages 9–18 of the Company’s Listing Prospectus.
- Considered the current rate of operating expenditure, which is not expected to materially increase until completion
of a reverse takeover.
- Considered potential transaction-related costs (legal, accounting, due diligence, and advisory fees) that may arise in
connection with the proposed acquisitions. While the exact magnitude of such costs cannot yet be determined, the
Directors note that the Heads of Terms provide for a break fee of up to GBP350,000, which offers partial downside
protection should the transactions not proceed. The Directors further note that certain transaction costs may be met
or reimbursed by the target companies from their own resources, or from proceeds of a capital raise undertaken at
completion.
- Acknowledged residual uncertainty inherent in the timing and execution of a reverse takeover. Should the proposed
transactions not complete or should costs exceed projections, the Company may need to seek additional funding
through equity or debt issuance. The Directors have ongoing engagement with brokers and institutional investors
regarding such potential funding options.
Although the transactions remain subject to final documentation and approvals, the Directors consider that the
combination of existing cash resources, prudent cost management, the contractual break-fee protection, and the
advanced stage of the proposed acquisitions provides sufficient basis to prepare the financial statements on a going
concern basis.
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