• Cover_12a_Alphawave_AR21
• Front_12a_Alphawave_AR21
• Middle_12a_Alphawave_AR21
• Back_12a_Alphawave_AR21
• Cover_12a_Alphawave_AR21

Alphawave IP Group plc | Annual report and financial statements 2021
Accelerating
the future of
connectivity
Alphawave IP Group plc
Annual report and financial statements 2021

Alphawave IP builds industry-leading
wired connectivity solutions that
enable data to travel faster, more
reliably, and with higher performance
atlt lower power.
Our technology is being designed into leading-edge
semiconductors to power global networks and
computer systems. It is a critical part of the
core infrastructure enabling next generation
services in data centres, data networking,
datastota storage, artificial intelligence, 5G
wirelessinss infrastructure and autonomous vehicles.
Our purpose
Globally, we are faced with
exponential growth of data.
Our technology serves
thiscritical need.
www.awaveip.com

Contents
Strategic report
Highlights 1
Understanding Alphawave IP 2
What we do 4
Why invest? 5
Executive Chair’s statement 6
Q&A with John Lofton Holt, Executive Chair 10
President & CEO’s statement 12
Market opportunity 14
Our technology offering 20
Our business model 22
Strategic objectives 24
Our strategy in focus 26
Key performance indicators 28
ESG 30
Section 172(1) and stakeholders 36
Financial review 42
Non-financial information statement 47
Viability statement 48
Principal risks and uncertainties 50
Governance
Board of Directors 54
Management team 58
Corporate governance statement 60
Nomination Committee report 66
Audit Committee report 71
Directors’ remuneration report 77
Directors’ report 96
Financials
Statement of Directors’ responsibilities 100
Independent auditor’s report 101
Consolidated statement of comprehensive income 110
Consolidated statement of financial position 111
Company statement of financial position 112
Consolidated statement of cash flows 113
Consolidated statement of changes in equity 115
Company statement of changes in equity 116
Notes to the consolidated financial statements 117
Additional information
Shareholder information 160
Glossary IBC
STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 1
U S $ 2 4 4.7m
Bookings
1
U S $ 8 9.9 m
Revenue
US$51.8m
Adjusted EBITDA
2
US$501.0 m
Cash and cash equivalents
Highlights
1. Bookings are a non-IFRS measure representing legally binding and
largely non-cancellable commitments by customers to license our
technology. Bookings comprise licence fees, non-recurring engineering,
support and, in some instances, our estimate of potential future royalties.
2. Adjusted EBITDA excludes IPO-related non-recurring costs, foreign
exchange adjustments, share-based payments, M&A transaction costs
and one-time fees associated with WiseWave. See note 4 (Alternative
Performance Measures) on pages 133 and 134.

2 Alphawave IP Group plc | Annual report and financial statements 2021
We design industry-leading, high-speed
connectivity solutions for customers in
high-growth end-markets.
Our leading-edge technology pushes the boundaries of
wired connectivity capabilities, enabling data to travel
faster, more reliably and at lower power.
Powering next generation technologies,
weservetier-onesemiconductor and hyperscaler
customers globally. Ourinnovative solutions set
industry benchmarksinterms of performance,
powerconsumption,size and flexibility.
Founded in 2017, and profitable
since2018, Alphawave IP has a
world-class track record delivered
byour experienced founding
management team, supplying
globaltier-one customers.
We do not make chips. We
provide designs and software
that our customers integrate
into their own chips.
Hyperscalers, semiconductor vendors and OEMs are
developing semiconductors that need bleeding-edge,
high-speed connectivity and we are one of the few
providers that can supply this technology.
We provide a critical building block of our customers’
semiconductor designs, enabling data to be transmitted
and received at a rate of nearly 900 billion bits every
single second.
Facts and
figures
Leading the world in high-speed
connectivity solutions
Understanding
Alphawave IP
U S $ 2 4 4.7 m
Bookings
(FY 2021)
20
End-customers (as at end FY 2021)
58%
Adjusted EBITDA margin
(FY 2021)
173%
Year-on-year revenue growth to
FY 2021

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 3
Technology delivery model
Today, we have multiple revenue streams, with a typical
customer engagement comprising:
• licensing fee: typically covering a single Alphawave IP
product in a single customer end product;
• support: multi-year recurring;
• non-recurring engineering fees (NRE); and
• royalties: bespoke arrangements with payments
typically tied to the customers’ chip volumes.
We plan to evolve our business model to generate
revenue from the sale of silicon devices, as well as IP.
Globally, we are faced with an
exponentialgrowth of data.
Our technology is being designed into leading-edge
semiconductors built to power global network and computer
systems. It is a critical part of the core infrastructure which
can enable next generation services in data centres, data
networking, data storage, artificial intelligence, 5G wireless
infrastructure and autonomous vehicles.
“ Our growth is anchored in the exponential
growth of data. We enable data to travel
faster, more reliably and at lower power.”
Tony Pialis
President & Chief Executive Officer
Serving a critical need for our customers:
Data centres Data networking Data storage
Artificial
intelligence
5G wireless
infrastructure
Autonomous vehicles

4 Alphawave IP Group plc | Annual report and financial statements 2021
We focus on the
hardest-to-solve
connectivity
challenges
Our technology architecture
enables optimisation of
power,performance and
areafor our customers
What we do
Higher performance
Our platform architecture, advanced
signal processing techniques and
hardware acceleration signal
integrity, increase reliability and
reduce latency whilst supporting
multiple speeds, distances and
industrystandardprotocols in the world’s
most advanced process technologies:
7nm, 6nm, 5nm, 4nm and beyond.
Lower power
Our software configurable digital signal
processing architecture delivers up
to 40% power savings compared to
competitor offerings.
Smaller area
A leading-edge semiconductor
comprises billions of transistors.
Ourarchitecture minimises the number
of transistors required, which reduces
the silicon area on the chip required to
implement our designs. This enables
our customers to optimise their designs
and achieve betterpower efficiency and
manufacturing yields.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 5
Our mission is to focus on the hardest-to-solve
connectivity challenges, focusing on highest speeds,
lower power and lower cost.
Why invest?
Serving the most demanding
global markets for high-speed
connectivity
Our solutions meet the
increasingglobal demand for
data by powering data centre and
network infrastructure, enabling
data to travel faster, more reliably
and with higher performance at
lower power.
Market leadership through
differentiated digital signal
processing architecture
Unique scalable and configurable
product architecture with over
80products.
First to demonstrate functional
silicon in 7nm, 6nm, 5nm and
4nmprocesses.
Strong leadership with extensive
track record of execution
Founded and funded in 2017 by
anexperienced team with a proven
20+ year track record in developing
the most advanced high-speed
connectivity semiconductor IP.
Multiple pillars for sustained
growth and increasing value
Evolution from core IP solutions to
product IP and chiplet IP delivers
more value to customers and
better economics to Alphawave IP.
Read more about the rapid growth in data
generation, processing, transport, storage
and consumption in the market review on
pages 14 to 21
Read more about our diverse and
experienced team in the Board and
management biographieson pages 54 to 59
Read more in the financial review on
pages42 to 47
High revenue growth withstrong
profitability
173% year-on-year revenue
growth at 58% adjusted EBITDA
margins.
Subscription licences, repeat wins
and long-term royalties increasing
revenue visibility.
Multiple design wins with
tier-one global tech leaders
29 design wins with 20
end-customers including five
of the top eight semiconductor
companies and leading hyperscale
data centre players.

6 Alphawave IP Group plc | Annual report and financial statements 2021
John Lofton Holt
Executive Chair
“ Looking back on the year,
weareproud to have delivered
record results.”
2021 was a historic year for Alphawave IP in manyways.
Looking back on the year, we are proud to have delivered
record results while beating our IPO guidance, our raised
guidance since the IPO and median analyst consensus
for revenue and adjusted EBITDA. But most of all we
are pleased to have delivered leading connectivity
solutions to some of the largest chipmakers in the world,
in the most advanced technologies. Thistechnology
leadership is a core part of our value anddifferentiation
to date and is one of the key pillars of our continued
growth and expansion in 2022 and beyond. As we
look forward to 2022, wewill continue to expand our
technology leadership in our IP licensing business
while broadening our portfolio of solutions through
organic development and through continued acquisition
of adjacent technologies. Therecently announced
acquisitions of OpenFive and Precise-ITC are examples
of how we will continue to expand our product offerings
in the future. With this growth and expansion, we will
continue to be not only a leading provider of connectivity
IP, but a global leader in connectivity-focused IP, chiplet
and custom silicon solutions for the entire high-end
semiconductormarket.
Executive Chair’s statement

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 7
Our vision for Alphawave IP
When we founded Alphawave IP in 2017, the founders
had a vision to not just build a connectivity IP licensing
company, but to build the world’s leading semiconductor
company focused on connectivity solutions. In 2021
we executed on this vision by expanding our core
and product IP offerings with our key manufacturing
partners– TSMC and Samsung. In the second half of the
year, based on inbound demand from our most advanced
customers, we accelerated our chiplet developments
and announced early design wins with chiplets in
5nm technology. Looking to 2022, we will continue
to accelerate our product offerings through organic
development and acquisitions to provide a broader and
deeper set of connectivity solutions to our customers.
These will include a wide range of electrical and optical
solutions, delivered through core, product and chiplet
licensing business models, but also through chiplet and
custom silicon delivery business models.
Included within the strategic report is a fair review of the
Group’s performance during the year and of its position at
the end of the financial year.
Alphawave IP’s IPO on the London Stock Exchange
In May 2021, we were admitted to listing on the
LondonStock Exchange, raising net proceeds of
£347.1m(US$492.1m). Our IPO represented one of
the largest semiconductor IPOs in history, the largest
IPO of a North American company on the London Stock
Exchange and the first UK Main Market semiconductor
IPO since 2004. Our IPO strengthened our ability to
recruit the best talent and elevated our profile as we
continue to win business from some of the largest
technology companies globally.
We have begun to deploy our IPO proceeds, as
wecommitted to investors during our IPO process.
Inthefourth quarter of 2021, wemade the first tranche
of our investment into WiseWave, a newly formed
company established in China to develop and sell silicon
products incorporating silicon IP licensed from the
Group. We invested US$22.4m in return for a 42.5%
equity interest. As outlined in our IPO Prospectus,
we moved the VeriSilicon reseller arrangement under
WiseWave in order to consolidate the Group’s activities
in China under a single entity.
Inearly 2022, we completed the acquisition of
Precise-ITC, bringing a team of talented engineers
and additional strategic IP for our product portfolio.
Asrecently announced, we have completed a definitive
agreement to acquire OpenFive, including a portfolio
of over 70 SoC IPs and a custom silicon design team
specialised in networking and data centre ICs, as well as
over 250 new customers. This transaction is expected to
close in the fourth quarter pending regulatory approvals
and will significantly increase our capacity and capability
across our existing and new product offerings.
Market leadership
• First to market with new
technologies
• Continue to build and
expand our technology
team, platform and
products
Expansion
• Broaden our product portfolio across
high-growth end-markets andapplications
• Expand from single IP blocks to providing
full connectivity solutions, whether as IP
orcustom silicon solutions
• Continue to execute our land-and-expand
strategy with existing customers
Innovation
• Integrate more technology
todeliver complete solutions
• Address emerging chiplets
market
• Drive to highest speeds and
smallest manufacturing nodes
Our strategy
We will build on our strengths to capture a disproportionate
share and grow the global high-speed connectivity market.
The strategies we will use to achieve this are:

8 Alphawave IP Group plc | Annual report and financial statements 2021
Executive Chair’s statement continued
Financial performance
I am pleased to deliver our first full set of results as
a listed company. Our bookings for the full year were
US$244.7m, over 220% growth on FY 2020 (US$75.0m).
We delivered revenues of US$89.9m, which represents
year-on-year growth of 173%. We also accelerated our
hiring plans, growing our headcount from 72 at the end
of 2020 to 154 at the end of 2021, significantly ahead
of our budgeted headcount for FY 2021. Despite this,
and increased investment in our sales, finance, HR,
legal teams and increased administrative costs from
becoming a listed company, we grew adjusted EBITDA
to US$51.8m for the year compared to US$19.3m in
FY 2020. Our balance sheet is strong with a closing
cash balance of US$501.0m and no borrowings.
Wewill continue to invest to maintain our technology
leadership, expand our product portfolio and grow our
business globally with a main goal to maximise revenue
growth while maintaining very good gross margins and
profitability.
People, culture and values
I am exceptionally proud of our global team who have
continued to execute for our customers and investors in
a completely virtual environment over the last two years.
Our team works with the largest companies in the world,
who trust us to deliver exceptionally complex technology
on time and to specification. In 2021, we more than
doubled our headcount from 72 people to 154 and hired
a new Head of Human Resources. Given the restrictions
placed upon us by the pandemic, many of our employees
have never set foot in an Alphawave IP facility. Thanks to
the dedication of our employees, this has not hindered
our ability to grow the business.
Every Alphawave IP employee participates in our
long-term incentive programme to engender a shared
sense of ownership. Every hire that we made in
FY2021 was given equity incentivisation through
our long-term employee share programme. Further,
Michelle Senecal de Fonseca has been appointed as
Workforce Engagement Non-Executive Director on our
Board, ensuring that the interests and concerns of our
employees are represented at our Board.
COVID-19
The COVID-19 environment posed unique challenges
to our team and to our customers. Fortunately, we were
able to adapt quickly and complete multiple tapeouts
in the world’s most advanced technologies – 7nm,
6nm, 5nm and 4nm – all in a 100% virtual environment.
Wealso completed our entire IPO process – from start
to finish – in a 100% virtual environment. In addition
to the impact on our own employees and adapting to
new ways of working, the impact on our end-markets
and our customers has been dramatic. As remote
working became, and remains, the norm for many
individuals, the demand for data accelerated, including
video conferencing and online collaboration tools,
consumption of video content by consumers, social
media interaction, remote education and deployment
of cloud-based enterprise solutions. For many people,
technology was a personal and professional lifeline.
InMay 2020, the OECD reported that some broadband
communication providers experienced up to 60%
increase in internet traffic. Our end-customers are the
companies that own, operate or provide components
into global data infrastructure. With focus on network
capacity, resilience and power efficiency, our customers
invested heavily in 2021 and are accelerating their
investments in 2022 and beyond. For the first time in
history, global semiconductor sales topped US$500bn
in 2021 and we expect to see this trend continue to
accelerate, to the benefit of our business and our
shareholders.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 9
Governance and leadership
Ahead of the IPO, we added six independent
Non-Executive Directors to our Board, with
JanFrykhammar, former CEO and Chief Financial
Officer of Ericsson, serving as our Senior Independent
Director. OurNon-Executive Board members are all
leaders in their respective industries and have diverse
backgrounds across telecommunications, internet and
semiconductors. Four of our six independent Directors
are female. As a founding member of the Alphawave
IP team, started in 2017 with a handful of individuals,
I am humbled that such impressive and accomplished
individuals have chosen to work with us on our journey
as a listedcompany.
We have also significantly bolstered the senior
leadership team, welcoming John Hou as our Corporate
General Counsel, Maia Jones as our Head of Human
Resources and Tony Chan Carusone as our Chief
Technology Officer. In 2022 we will be further expanding
our senior leadership team as we continue to scale our
global capabilities.
Our first Annual General Meeting (AGM) as a listed
company will be held on 6 June 2022. COVID restrictions
permitting, we look forward to meeting our shareholders
in person and sharing our excitement about what we
have achieved at Alphawave IP and what we will achieve
in the future.
Outlook for 2023 and beyond
We are excited about the prospects for the business,
particularly in an environment where the importance
and relevance of semiconductors to the global economy
has seen increasing prominence. Through the pending
OpenFive acquisition, we have seized an opportunity to
accelerate our strategy and deliver our technology in
a way that enables us to achieve revenue scale much
faster than contemplated at the IPO.
The OpenFive acquisition is expected to close in
H22022pending US regulatory approvals. Includingthe
financial contribution from OpenFive, weexpect to
reach revenues of between US$325m and US$360m
in 2023. Longer-term, we expect to achieve annual
revenue run rates in excess of US$500m in 2024 and
in excess of US$1bn by 2027. Ournear-term margins
will be impacted by OpenFive as we integrate and
scale that business, and we anticipate a 2023 adjusted
EBITDA margin of 32% to 36% with a steady increase
thereafter as we focus and integrate the business and
realise the anticipated synergies. Excluding OpenFive,
our standalone revenues are expected to be in line
with theguidance provided at IPO, namely US$210m
to US$240m, with an adjusted EBITDA margin of 50%
to60%.
Our guidance for the mid term and longer is reflective
ofour confidence in the core business and the OpenFive
business and pipeline.
John Lofton Holt
Executive Chair
29 April 2022

10 Alphawave IP Group plc | Annual report and financial statements 2021
Q&A
With John Lofton Holt,
Executive Chair
Q
For those less familiar with semiconductors, can you
explain what Alphawave IP does?
A
A leading-edge semiconductor is made up of billions of
transistors (a 5nm chip has over 100 million transistors
per square millimetre). The function of the chip is
determined by how those transistors are connected
together. For example, you might have blocks of
transistors that function as memory, or an interface
or microprocessor. There may be hundreds of these
building blocks on a chip, each one made up of millions
of transistors. Alphawave IP provides building blocks
that get data into and out of a chip extremely quickly
(approximately 900,000,000,000 bits every second).
Wedeliver our designs which have to be tailored for
specific chip manufacturing processes. Our customers
pay us to license those designs and we then typically
get royalties for every chip they ship which incorporates
ourdesigns.
Q
Alphawave IP was only founded in 2017. How has it
managed to achieve technological leadership against
larger, well-funded competitors?
A
For the past 20 years, the Alphawave IP technical
founders have scaled multiple businesses focused
exclusively on licensing IP for high-speed connectivity.
Conversely, the Alphawave IP business founders
have successfully founded and scaled semiconductor
businesses. By bringing together deep knowledge and
experience of supplying connectivity IPs, with deep
knowledge and experience of buying connectivity IPs,
we were uniquely positioned for success. The industry
reached an inflexion point in 2017 when a new approach
was required to evolve the technology to higher speeds.
The Alphawave IP team developed a new platform, using
digital signal processing and software to replace various
analogue stages in the signal chain. We engineered that
platform from the outset to be configurable and scalable,
enabling rapid new product introductions. As a result, we
were first to market with functional silicon in 7nm, 6nm,
5nm and now 4nm.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 11
Q
How will Alphawave IP maintain its leadership in future?
A
We achieve this through a combination of technology
leadership and new product introductions as well as
continuing to win new customers and building on the trust
and track record with our existing customers. Today we
work with all three global leaders in the semiconductor
supply chain – TSMC, Samsung and Intel. As we have
done successfully in the past, we aim to be first to market
with each generation of technology, both at higher speeds
and more advanced manufacturing process nodes.
Core to this is maintaining and growing our world-class
research and development team and the IPO has enabled
us to expand our engineering headcount significantly
ahead of plan. We continue to attract exceptionally
strong talent who are motivated by working in a dynamic
and ambitious environment solving some of the hardest
technological challenges for our customers.
Q Q
Where do you see the biggest opportunities for
Alphawave IP in 2022 and beyond?
How important is the China market to Alphawave IP and
what is your strategy in the region?
A A
There are many. We have many new potential customers
in our pipeline and many opportunities for design wins
at our existing customers. As the industry transitions
beyond 100G and 200G solutions to 400G, 800G and
1.6T at 3nm (and beyond) process technologies, our IP
becomes more valuable andbarriers to entry increase.
We also see the potential for subscription deals with
North American customers as repeat customers consume
more of our IP. Finally, we see chiplet design wins
happening faster than anticipated. Wewon several chiplet
deals in Q4 2021, well ahead of our predictions during
our IPO. This is a new way of delivering our existing IP
and more value to the customer, and we have negotiated
higher royalty rates for these deals. With the acquisition
of Precise-ITC, we now have leading controller IP so we
can offer more integrated solutions and deliver more
value to our customers.
Our largest end-market is the US and most of our
customers are US companies. China, in common
with the US and Europe, increasingly recognises the
need to secure more domestic supply. We work with
VeriSilicon, the largest IP provider and a leading ASIC
vendor in China, to resell our IP in the region. We also
became a founding minority shareholder in WiseWave.
WiseWave has ambitions to become a leading networking
semiconductor device company in China and with access
to a portfolio of our IP, they can accelerate their time to
market. WiseWave has assembled an impressive team
and if they execute to plan, this will create huge value for
our shareholders.
Q
Given the increasing costs of developing leading-edge
chips, how many potential customers can Alphawave IP
ever aim to win?
A
It is estimated to cost upwards of US$500m to
developleading-edge silicon at 5nm. As chip complexity
increases, process geometry shrinks and engineering
talent is constrained, these costs go up. Therefore, there
are few companies globally that can afford this, many of
whom are the largest names in the technology industry.
We have around 80 actual or potential customers in our
pipeline and estimate the total number of addressable
customers to be in the low hundreds. Some customers
have many separate chip development programmes
every year, so increasing our share of wallet at existing
customers is as important as winning new customers.
We also see new entrants to the semiconductor market
–major players in automotive, medical and other
domains– realise the importance of differentiation
through developing their own silicon. We are in
discussions with a number of those companies.

12 Alphawave IP Group plc | Annual report and financial statements 2021
Tony Pialis
President & Chief Executive Officer
“ The technical founders of
thebusiness have been leaders
inconnectivity since the late
1990s, but we have never had
ayearas successful as 2021.”
The technical founders of the business have been
leaders in connectivity since the late 1990s, but
we havenever had a year as successful as 2021.
Ourbusiness performance was driven by our continued
and expanding technology leadership, and delivery
of communications solutions to some of the most
sophisticated end-customers in the world. We first
established technology leadership in 2017 with our
112Gb/s solutions in 7nm. In 2021 we expanded
that leadership beyond 6nm and 5nm and into 4nm
technology. We are now delivering technology to five of
the top eight largest semiconductor companies globally
and four global hyperscalers. Many of these customers
are repeat customers who have licensed multiple
products from us.
Our number one focus – our customers
Over 2021, we grew our end-customer base from
11to 20, winning some of the largest technology and
semiconductor companies in the world. Our customers
spend hundreds of millions of dollars on their chip
developments – our IP is a critical element of those
designs and selected at the beginning of their product
development journey. Whilst our leading technology
provides us with a distinct competitive advantage, it is
also our proven track record that provides our customers
the confidence to choose, and choose again, Alphawave
IP as a mission-critical technology provider.
We work with some of the largest semiconductor
companies and hyperscalers in the world. As a result,
weare restricted in what we can disclose given the
strategic importance and sensitivity of their chip
development roadmaps.
President & CEO’s statement

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 13
In 2021 and early 2022, we were proud to announce
further design wins with Samsung, including a 4nm win
with a global hyperscaler, our win with Microchip for their
next-generation 1.6Tb/s Ethernet retimer family and our
success with Tektronix in driving their industry-leading
PCI Gen 6.0 solutions. Based on our strong pipeline, we
expect to continue to win new customers and repeat
business from existing customers in2022.
Technology
Although only founded in 2017, Alphawave IP has built
on the 20-year legacy and achievements of the founding
team. Together, they have founded and scaled multiple
businesses delivering high-speed connectivity solutions.
Our scalable and configurable IP platform, built entirely
in-house, has enabled us to rapidly expand our portfolio
to over 70 products. In 2021, we were the first IP vendor
in the world to deliver 5nm and 4nm solutions and several
customers also taped out early silicon integrating our IP.
In June 2021, the foremost market research provider for
silicon IP, IPNest, confirmed Alphawave IP’sleadership
position in Very High-Speed SerDes.
We have invested heavily in research and development
during the year, scaling significantly ahead of plan
and increasing our R&D headcount from 66 to 134.
TonyChan Carusone joined in January 2022 as our
ChiefTechnology Officer. Tony is a pre-eminent figure in
the semiconductor industry and for the past 20 years has
been Professor of Electrical and Computer Engineering
at the University of Toronto, focusing on lowering power
consumption of microelectronics for communications
traffic. Tony was recently named a Fellow of the IEEE,
the world’s largest technical professional organisation
for the advancement of technology.
Our manufacturing partners
Alphawave IP delivers connectivity technology in the
most advanced process technologies in the world from
TSMC, Samsung and Intel. Our end-customers then
leverage these manufacturing partners to build their
semiconductor devices. While the development with
Intel is recent and was just announced in 2022, the long
heritage of the Alphawave IP founding team working
with TSMC and Samsung goes back more than a decade.
In2021, we were awarded TSMC ‘Partner of the Year’
for the second year in a row. This was a proud moment
for our team and reflects the deep relationships that we
have with TSMC as a key partner.
Building a global connectivity leader
When we founded Alphawave IP, we set out to build a
global connectivity leader – not just an IP company.
Weachieved profitability within a year by building
our core connectivity IP portfolio. More recently, we
significantly expanded that portfolio to include product
IPs and chiplet IPs. We have now announced further
expansion of our capabilities through the acquisitions
of OpenFive and Precise-ITC. This enables us to bundle
additional technology and capabilities for our customers
beyond just core, product and chiplet connectivity IPs
by offering customised chiplet silicon devices. In 2022,
we expect to further expand our technology leadership
into the electrical connectivity space and the optical
connectivity space. Through these expansions we strive
to be a global connectivity leader for the most advanced
semiconductor companies in the world.
Q1 trading update
As expected, Alphawave IP has continued to accelerate
sales performance in Q1 2022. Total bookings for the period
were US$30.7m, a quarter-on-quarter increase of 20%.
Thisperformance was driven by continued expansion in
North America with numerous design wins with new and
existing customers, as well as an additional chiplet design
win. There were also repeat wins with a major Korean
customer and WiseWave, several new customer wins in
North America and one design win with a new customer in
China through the VeriSilicon reseller relationship. Of the
US$30.7m in bookings, US$5.7m was through VeriSilicon
previously booked as part of the US$54m multi-year
reseller transaction signed in Q1 2021, demonstrating
further success from the reseller relationship, US$19.4m
represented new IP licence and related sales, and US$5.6m
were management’s estimates of future royalties. The Group
expects to continue to accelerate the sales performance
in the second quarter and expand both within existing
customers and new customers, primarily in North America
and Korea.
Tony Pialis
President & Chief Executive Officer
29 April 2022

14 Alphawave IP Group plc | Annual report and financial statements 2021
Whilst our technology is complex, what it enables
is simple – communication. At the heart of every
network or data centre, semiconductors are
receiving, processing, storing and transmitting data,
whether the source or destination of that data is an
IoT device, an autonomous vehicle, an enterprise
application, a consumer PC or smartphone.
According to the World Bank’s World Development
Report 2021, in 1992, global internet traffic was
100Gb per day. In2022, traffic is expected to reach
150,000Gb per second. Alphawave IP is enabling
this rapid growth by enabling the next generation
of semiconductors to communicate faster, more
reliably and at lower power.
Megatrends
driving our
business
Market opportunity
End-market
Data
• Generation
• Consumption
• Processing
• Storage
Driven by
• Cloud
• IoT
• 5G
• Autonomous vehicles
• AI and data analytics
US$150bn
• Hyperscale data centre capex
(LTM June 2021)
Alphawave IP’s
opportunity in
themetaverse

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 15
Semiconductor Silicon IP
Cost and complexity
Chip development costs massively increasing
Vertical integration
End-customers developing in-house chips to provide
competitive differentiation
Supply chain
US, Europe and China
all seeking to develop
domestic supply chains
Advanced packaging
Move to chiplet
architectures to decrease
cost and increase yield
Third-party silicon IP
Adoption driven by need to
Reduce cost
Reduce time to market
Reduce complexity
Continual refreshcycles
Driven by
Standards
Speeds
Process nodes
The metaverse seeks to create immersive, virtual,
3D worlds focused on social connection. To enable
mainstream adoption and reduce reliance on expensive
user hardware, network infrastructure must be capable of
streaming immense volumes of data to support millions of
simultaneous users, increased display resolutions for more
realistic environments and decreased latency for increased
user immersion.
Data bandwidth, latency and reliability across the network
are critical. This will drive new data centre and network
build-outs and upgrades by some of our largest and most
sophisticated hyperscaler and semiconductor companies.
We enable data to travel faster, more reliably and at
lower power and enable these customers to develop
semiconductors to support the computing and networking
requirements that the metaverse will demand.
“ To achieve anything close
to what metaverse boosters
promise, experts believe that
nearly every kind of chip
will have to be an order of
magnitude more powerful than
it is today”.
Protocol, 14 February 2022

16 Alphawave IP Group plc | Annual report and financial statements 2021
Market opportunity continued
• The vast majority of data traffic is within data centres –
for every bit of data that travels the network from data
centres to end-users, five bits of data are transmitted
within and among data centres
• Hyperscale data centres offer economies of scale,
power efficiency and agility, typically housing over
5,000 servers
• Providers include Amazon, Google, Facebook, IBM,
Microsoft, Tencent and Baidu, as well as telcos and
other service providers
• Hyperscalers are increasingly developing their own
silicon to provide technological advantage, optimise
workloads and power efficiency
• There are numerous technology standards within
computing and networking, including PCIe (Peripheral
Component Interconnect Express), Ethernet and USB
• PCIe is commonly used to connect peripheral devices
such as graphics cards, storage devices and Ethernet
connectivity adapters on computer and server
motherboards
• Speeds for these interfaces, whether PCIe or Ethernet,
have typically doubled every three years, with PCIe 5.0
targeting bandwidth of 256 Gb/s
Hyperscale data centre capex spend (US$bn)
1
1.6x
growth
FY 2021E FY 2026E
350
218
Megatrends
driving our
business
continued
Hyperscale data centres
Interface speeds doubling every three years
PCIe speeds (Gb/s)
2
2022
128
2019
64
2016
32
2013
16
2010
8
2007
4
2004
2
2001
1
1998
0.5
1995
0.26
1992
0.13
1. Source: Dell’Oro Group – 1 February 2022.
2. Source: PCI Special Interest Group (PCI-SIG).

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 17
3. Source: International Business Strategies, Inc.
4. Source: Semico Research.
Number of IP blocks per chip
4
Semiconductor development costs (US$m)
3
• For demanding applications, such as network
switching and AI, to achieve higher performance and
increased functionality at lower power, designers
increasingly choose leading-edge manufacturing
processes
• An advanced chip may contain tens of billions of
individual transistors and a chip made on a 5nm
process can contain over 150 million transistors
inasquare millimetre
• With every transistor size reduction, development
costson average rise significantly – now over
US$500m fora5nm process
• As successive generations of chips embed more
functionality, the average number of functional
siliconIP blocks they integrate has risen
• This increased cost and complexity, along with
optimisingtime to market, has increased reliance on
third-party silicon IP vendors
• Particularly given the technical challenges of
developing high-speed connectivity at smaller process
geometries, it becomes more economical with less risk
to use independent IP vendors, such as Alphawave IP,
rather than attempt to develop technology in-house
2017
10n
2012
65n
2020
7n
2023E
5n
250
542
150
174
100
29
200
298
2.5x
~20x
Increasing cost and complexity of chip design
More silicon IP consumed per chip

18 Alphawave IP Group plc | Annual report and financial statements 2021
Market opportunity continued
The silicon IP market
The total silicon IP market is estimated at
US$5.5bn in 2021, growing to US$10.7bn
by2026
Wired Interface IP market
1
(US$bn)
The silicon IP market is highly concentrated –
the top ten vendors represent approximately
80% of the market
Wired Interface IP is the fastest-growing
segment of silicon IP (2021-26 CAGR)
1
• Wired Interface IP, Alphawave IP’s addressable
segment, isestimated at US$1.3bn in 2021,
growing to US$3.2bn by 2026
• Wired Interface IP is forecast to be the
fastest-growing segment of silicon IP
• Alphawave IP targets the fastest-growing
segmentswithin Wired Interface IP, including
VeryHigh-Speed SerDes and Die-to-Die interface
• Our expansion into chiplet IP and chiplet devices
will materially expand our addressablemarket
• Specific vendors lead in specific domains –
e.g.ARM in processors, Imagination in graphics,
Rambus in memory interface, CEVA in DSP IP
• Alphawave IP is a top 10 global provider of silicon
IP and the number one provider of Very High-Speed
SerDes (56Gb/s and above)
Wired Interface Digital IP XPU Physical IP
20.0%
13.3%
12.9%
9.2%
2019 2020 2021 2022 2023
20% CAGR (2021-26)
2024 2025 2026
0.9
1.0
1.3
1.6
1.9
2.3
2.7
3.2
1. Source: IPnest, 2021.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 19
The semiconductor ecosystem
01
Silicon IP
Software building blocks
to provide specific
functions within a chip
• Alphawave IP
(connectivity)
• Arm (processors)
• Imagination (graphics)
02
Design tools
Electronic Design,
Automation software
used by engineers to
design chips
Examples –
• Synopsys
• Cadence
Device vendors
1
Application-specific chips made
available on the merchantmarket
to any customer
Examples –
• Qualcomm
• Intel
• Microchip
• Samsung
• AMD
• SK Hynix
03
Wafer foundry
Advanced fabrication
plants to volume
manufacture
semiconductor wafers
Examples –
• TSMC
• Samsung
• Intel
End-customers
1
Global technology companies
building competitiveadvantage
by developing chips in-house
usinginternal teams
Examples –
• Google
• Facebook
• Amazon
• Microsoft
• Tencent
• Baidu
04
Packaging andtest
Wafers diced into
individual chips, then
packaged, tested and
shipped
Examples –
• ASE
• Amkor
• JCET
1. Company names included above are illustrative and not intended to be representative of Alphawave IP customersorpartners.
Key elements to design and manufacture a leading-edge chip:
Business models for chip design and supply:
Devices:
Switching
Processors
Programmable logic
ASIC/SoC
End-markets:
Data centre
Artificial intelligence
5G wireless
Data networking
Autonomous vehicles
Data storage
Custom silicon solutions
Chips developed by an outsourced
custom chip developer for a
specificend-customer
• Alphawave IP (including OpenFive)
• Broadcom
• Marvell

20 Alphawave IP Group plc | Annual report and financial statements 2021
Performance, power consumption, size and flexibility
are typically the most important considerations for our
customers, and since our founding, we have repeatedly
established benchmarks in the industry against those
parameters. We believe that we are the first company to
demonstrate functional silicon for high-speed connectivity
solutions at 7nm, 6nm, 5nm and now 4nm. In both 2020 and
2021, the Group was recognised as Open Innovation Platform
Partner of the Year for High-Speed SerDes by TSMC.
Since our foundation, we have built a configurable product
platform replacing analogue stages with digital signal
processing (DSP) in our solutions. Digital signal processing
has existed for decades, but we pioneered its application
within high-speed connectivity using our proprietary
DSPcore.
Our configurable product development platform and
DSP-based approach enables us to:
• overcome the limitations of traditional analogue
designs, using software algorithms to continuously
predict and adapt to changes, using techniques such
as digital equalisation, forward error correction,
sequencedetection and other proprietary innovations;
• efficiently configure our products for the requirements of
our customers, optimising power, performance and area
for specific applications;
• provide more flexibility, cost advantages for our
customers, enabling us to implement changes
in software, rather than hardware, without
compromisingperformance;
• more rapidly introduce new products and
more effectively scale our technology to new
manufacturingprocesses; and
• support a wide range of data rates from 1Gb/s
to 112Gb/s, and also support multiple signalling
schemes used in over 30 different industry protocols
andstandards.
Our technology offering
IP blocks for
customers to integrate
into their ASICs, SoCs
and standard products
up to
15%
of total customer solution
2017
Pre-integrated
IP subsystems
representing the
majority of the
complete product
up to
70%
of total customer solution
2020
IP for full-functionality
chiplet die for
customers to
integrate in their
System-in-Package
100%
of total customer solution
2021
Full-functionality
chiplet die –
delivered as silicon
– for customers to
integrate into their
System-in-Package
100%
of total customer solution
2022+
Core
IP
Product
IP
Chiplet
IP
Chiplet
devices
We believe our high-speed connectivity IP solutions have a
significant competitive advantage driven by our technology
approach, our focus and our proven track record.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 21
Our platform approach has enabled us to introduce over
80 products across six product families, ranging from
extremely short reach die-to-die parallel interfaces
(AresCORE) to our flagship extra-long reach ZeusCORE
product for data networking.
A core element of our strategy is to deliver more value to
our customers by providing customisable IP subsystems
and full IP solutions.
• Since our foundation, we have provided Core IP,
representing a small overall part of the customer’s chip
design, which our customers integrate with other IP
blocks within their chip.
• In 2020, we had our first Product IP wins. These
Product IPs are customisable IP subsystems which
function as re-timers (repeaters within a connectivity
channel) or gearboxes (enabling interfaces between
different protocols and standards). These Product
IPs represent a substantial part of our customers’
endproduct.
• In Q4 2021, we had our first Chiplet IP wins.
Wewilldeliver as silicon IP an entire chiplet design
for a full-functionality connectivity chiplet for our
customers to integrate into their system-in-package
products. Our customers are responsible for
fabricating the chiplet.
• Going forward, we will secure design wins to deliver
chiplet silicon. This would move us from providing
IP to providing complete silicon dies, manufactured
at third-party foundries. This will enable us to
significantly scale our revenues and deliver a solution
to our customers which reduces their technology risk
and speeds their time to market.
What is a chiplet?
• Moore’s law is the empirical observation that the
numbers of transistors in a dense integrated circuit
doubles roughly every two years.
• Whilst this held true for decades, doubling transistor
density now takes three to four years, butcomes
with a sharp rise in wafer cost, producing little or
noreduction in cost pertransistor.
• One way to address this is to divide large integrated
circuits into smaller modular pieces of silicon dies,
or chiplets, integrated together using die-to-die
interfaces.
• Chip designers can increase a chip’s transistor count
beyond what a simple chip can hold, and different
chiplets can use different manufacturing processes.
Some chiplets could use older processes to save
cost, whilst other chiplets could use leading-edge
processes for optimal performance.
• A large die is more likely to contain a defect than a
small die. Using multiple smaller dies than one large
die can significantly increase manufacturing yields.
• Adoption of this chiplet architecture has been
estimated to reduce the cost for large 7nm designs
by up to 25%, with even greater savings at 5nm
andbeyond.

22 Alphawave IP Group plc | Annual report and financial statements 2021
Our typical pay-per-use licence, which makes up the
majorityof our transactions today, licenses an end-customer
to use a specific IP for a single end product on a specified
manufacturing process.
During the customer product development phase
(approximately two to three years), we recognise the
IPlicensing fee, any non-recurring engineering fees
andanysupport.
Once our customers go into production with their chips,
themajority of our licences include royalty payments, typically
based on the volume of chips shipped by our customers.
As our IP is embedded into chips for network infrastructure
and data centres, the life of these chips, and therefore the
period over which we expect to collect royalties,is expected
to be five to seven years.
We typically work with our customers over many years and
frequently win repeat business from them. They trust our
technology to operate reliably over the working life of their
chips, which could exceed many years. Ourbusiness model
is designed to deliver sustainable long-term value to our
customers, investors, employees and other stakeholders.
Our business model
How we monetise our technology today
Revenue lifecycle of a pay-per-use silicon IP
Customer
acquisition
Customer R&D /
product development
Customer product launch,
ramp and volume sales
6-9 months 2-3 years 4-10 years
Year 1 Year 2 Year 3 Year 4 Year 7Year 5 ...Year 6 Year N
Licensing fee Support NRE (non-recurring engineering) Royalties

Evolution of our revenue model
STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 23
Licence fee
Paid by customers to license
Alphawave IP silicon IP,
typically on a per product/
pernode basis
Non-recurring
engineering (NRE)
Paid by customers to configure
our silicon IP for their specific
requirements
Repeat licence
business
Paid by existing customers
taking new licence agreements
with Alphawave IP
Support
Paid by customers for ongoing
support, typically for multiple
years during their product
development phase
Royalties
Per unit-based fee calculated
from customers’ production of
ICs incorporating our silicon IP
Subscription
agreements
Multi-year contractual
commitment to take multiple
licences, eitheron a resale or
end-customer basis
How we create value
01. Product IP and
Chiplet IP
As we are delivering more value to the
customer and reducing their risk and
time to market, we expect to generate
higher royalty rates from Product and
Chiplet IPdeals.
02. Subscription licences
Our addressable customer base
is limited, given the number of
companies globally that have the
financial and operational resources
to develop leading-edge networking
or compute chips. However, those
customers typically have multiple chips
in development. As we win repeat
business with those customers, we are
in discussions to license our technology
on a subscription basis. In return for a
longer-term, multi-year commitment
and regular periodic payments, those
customers will have broader access
to a pool of our IP to use in multiple
end products. To date, wehave
signed subscription licence deals with
VeriSilicon and WiseWave in China and
are in discussions with a number of
large North American customers.
03. Chiplet devices and
customsiliconsolutions
As we look to expand our business
model to deliver not only IP, but silicon
itself in the form of chiplet dies and
custom silicon solutions, ourrevenues
could substantially increase.
Wewould not only collect royalties
on IP designed into chiplets or
custom silicon, butwould sell silicon
in volume to our end-customers.
Our revenue opportunity in silicon
will be a substantial multiple of our
revenue opportunity in IP. As we will
be relying on third-party foundries to
manufacture silicon, weanticipate that
our cost of sales will also be higher as
we deliver silicon.
Initial licence
revenue
Reoccurring
revenue
Recurring
revenue

24 Alphawave IP Group plc | Annual report and financial statements 2021
Delivering against IPO strategic priorities for growth.
Strategic objectives
Achieved in 2021
• First design wins for connectivity chiplet IP
• First 4nm tape-out
• First 4nm design win
• Announced enablement of customer solutions
at 400G/800G/1.6T
• Two Chiplet IP wins secured ahead of plan
• Covering electrical and optical applications
• 20 end-customers, almost doubled from FY 2020
• Expanded customer engagement both within
existing customers and new customers
• Doubled number of US customers
• Multiple repeat wins in South Korea
• Multiple Product IP deals signed
• First Chiplet IP deals signed in Q4 2021
• First subscription licence deals signed
Technology
leadership
Expand team to maintain technology
leadership and drive 400G, 800G and
1.6Tsolutions
Innovation
Address emerging chiplet market
(estimatedUS$50bn market size in
2024) withchiplet IPs and, eventually,
manufactured chiplets
Expansion
Land and expand: Win new customers in
new and existing markets, and win new
designs at existing customers
Expand growth globally
Expand product offerings, including
subscription and royalty revenue streams

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 25
Plans for 2022
• First design wins for connectivity chiplet IP
• First 4nm tape-out
• First 4nm design win
• Announced enablement of customer solutions
at 400G/800G/1.6T
• Two Chiplet IP wins secured ahead of plan
• Covering electrical and optical applications
• 20 end-customers, almost doubled from FY 2020
• Expanded customer engagement both within
existing customers and new customers
• Design wins at multiple
hyperscalersglobally
• Customers include five of the
top eight global semiconductor
companies
• Completed first two major
subscription deals in China
withWiseWave and VeriSilicon
• VeriSilicon reseller relationship
successfully delivering new licences
• Acquisition of Precise-ITC to
expand product offering to
controller IP
• Continue hiring in R&D, identifying teams on a globalbasis
• Expand foundry partnerships and secure first wins at 3nm and beyond
• Accelerate bundled IP offerings and IP subsystems, integrating Precise-ITC
IP and OpenFive IP
• Win new global hyperscalers
• Secure further design wins at existing customers with potential for
subscription licences
• Acquisition of OpenFive adds over 50 new customers
• Extend reseller relationships into new regions
• Support WiseWave to sample first silicon by end-2022
• Continue to support VeriSilicon in winning and executing new business
• Win first North American subscription licence deal
• Potential for first royalty revenues in 2022, albeit limited
• Acquisition of OpenFive will expand our IP portfolio by over 75 products
• Execute on existing Chiplet IP wins and secure further chiplet IP wins
• Multiple ongoing discussions with potential customers for Chiplet silicon
• Acquisition of OpenFive will rapidly accelerate custom silicon
developmentcapabilities
• World-renowned CTO hired in
early2022

26 Alphawave IP Group plc | Annual report and financial statements 2021
Key highlights
Alphawave IP acquired Precise-ITC (closed in January 2022)
and executed agreements with SiFive, Inc. to purchase its
OpenFive business (announced in March 2022 with closing
subject to regulatory approvals).
These acquisitions will nearly double the number of
connectivity-focused IPs available to AlphawaveIP
customers from 80 to over 155 and will provide customers
with a one-stop-shop for their bundled connectivity needs
in the most advanced technologies at 5nm, 4nm, 3nm and
beyond. This will include an expanded die-to-die connectivity
portfolio that will accelerate chiplet delivery capabilities to
customers. Alphawave IP has also licensed RISC-V processor
IPs fromSiFive as part of the OpenFive transaction.
OpenFive’s proven silicon development team will
enableAlphawave IP to offer leading-edge data centre and
networking custom silicon solutions and will enhance its
chiplet design capabilities. Thiswill accelerate Alphawave
IP’s strategic goal to scale revenues by monetising its leading
connectivity IP not only through IPlicensing but advanced
custom silicon design.
Both transactions are immediately EPS accretive to
Alphawave IP. Forecast FY 2023 revenue for the enlarged
Group is anticipated to reach between US$325m and
US$360m with a path to a yearly revenue run rate of over
US$500m in 2024. Following the acquisition of OpenFive,
2023 adjusted EBITDA margins for the Group are expected
to be between 32-36% with 2025 adjusted EBITDA margins
between 40-45% as revenues exceed US$500m.
Our strategy
in focus
Accelerating
the future of
connectivity
Acquisition of OpenFive and
Precise-ITC to accelerate
the Alphawave IP business
plan
Acquisitions of Precise-ITC and OpenFive are the first
major deployments of IPO proceeds to accelerate
Alphawave IP’s business plan
Acquisitions nearly double the total number of
connectivity-focused IPs from 80 to over 155, enabling
Alphawave IP to bundle solutions for customers
Adds OpenFive’s custom silicon capability to
accelerate Alphawave IP’s chiplet capabilities
andrevenue opportunities
Nearly quadruples the Alphawave IP customer
base from 20 to over 75 and adds a new major
NorthAmerican hyperscaler customer
Accelerates revenue growth and total EBITDA
growthwith over half a billion dollars of revenue
runrate forecasted in 2024

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 27
The acquisitions of OpenFive and
Precise-ITC will accelerate our business
in every way – product portfolio, customer
base, revenue growth and long-term
totalEBITDA.
The acquisitions of OpenFive and Precise-ITC represent
the first major strategic deployment of Alphawave IP’s IPO
proceeds. These acquisitions will accelerate the business
in every way – from products offered, to customer base,
to revenue growth, to long-term EBITDA and returns for
investors. The capability to deliver its technology in a wide
range of silicon IP and silicon form factors will solidify
Alphawave IP’s position as a global leader in connectivity
solutions for the semiconductor industry.
These capabilities will drive further deepening and
broadening of Alphawave IP’s customer relationships
withthe most sophisticated semiconductor companies
andhyperscalers globally, with a focus on the
NorthAmerican market.
“ It has been a pleasure
working with the Alphawave
team on this transaction,
and I am sure that we will
continue to work together as
SiFive focuses on its core
RISC-V business. We were
also pleased that Alphawave
licensed SiFive’s RISC-V
processor IP as part of the
transaction, which further
demonstrates the importance
of SiFive RISC-V technology
tohigh-end customers globally
in a variety of end-markets.”
Patrick Little
Chairman and CEO, SiFive
“ Our entire team is excited
about the opportunity to
join the Alphawave IP team
and grow our business by
leveraging the resources
and technology of Alphawave
IP. We have worked together
since 2019 and our individual
pipelines for Q4 2021 and
2022 are strong. By combining
our capabilities, we will be
able to accelerate both of
our businesses and expand
ourpipeline even further.”
Silas Li
Founder and President, Precise-ITC

28 Alphawave IP Group plc | Annual report and financial statements 2021
Revenue Adjusted EBITDA
1
Pre-tax operating cash flow
U S $ 8 9.9 m US$51.8m US$26.5m
2021 US$89.9m
2020
2021 US$51.8m
2020
2021 US$26.5m
2020 US$11.8m
Link to strategy Link to strategy Link to strategy
  
Description
Our revenue is an IFRS financial
measure and demonstrates our ability
to execute against our bookings.
Forour licence bookings, our revenue
is primarily recognised on a percentage
of completion basis as we execute
against contractual milestones.
Ourcontracts are highly negotiated
andinvoicing and cash collection may
lead or lag revenue recognition.
Description
Adjusted EBITDA is a non-IFRS
financial measure defined as the
Group’s earnings before interest,
taxation, depreciation and amortisation,
adjusted to remove share-based
payment charges and non-recurring
operating expenses such as
IPO-related costs and advisory
costsassociated with acquisitions.
Description
Pre-tax operating cash flow is an IFRS
financial measure and demonstrates
our ability to convert our operating
profit into cash. Pre-tax operating cash
flow is based on our pre-tax profit,
adding back non-cash items, such as
depreciation, and reflecting changes
inour working capital.
Performance
We saw 173% revenue growth in
FY2021, driven largely in North
America and China, by execution
against bookings secured in FY 2020
and FY2021.
Performance
Our adjusted EBITDA increased by
168% in FY 2021, driven by increased
revenues at high gross margins,
offset by an significant increase in
ouroperating expenses as we scale
ourbusiness.
Performance
Our pre-tax operating cash flow
increased by 124% in FY 2021.
Excluding cash outflow from one-time
IPO-related expenses, our pre-tax
operating cash flow was US$36.5m.
We regularly review the following key performance and
financial metrics to assess our performance and strategy.
Key performance indicators
Financial
1. Adjusted EBITDA and Adjusted profit after tax excludes IPO-related non-recurring costs, foreign exchange adjustments, share-based payments,
M&Atransaction expenses andone-time legal fees associated with WiseWave. See note 4 (Alternative Performance Measures).
US$32.9m US$19.3m

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 29
Bookings
1
Backlog excluding royalties End-customers
U S $ 2 4 4.7 m US$168.6m 20
2021 US$244.7m
2020 US$75.0m
2021 US$168.6m
2020
2021 20
2020 11
Link to strategy Link to strategy Link to strategy
    
Description
Bookings are a non-IFRS measure
representing legally binding and largely
non-cancellable commitments by
customers to license our technology.
Our bookings comprise licence fees,
non-recurring engineering, support
and, in some instances, our estimate
of potential future royalties. A portion
of our bookings may not convert
to revenue if those royalties do not
materialise or customers are unable
topay us.
Description
Backlog is a non-IFRS measure
representing our bookings less
revenues recognised to date.
It represents the revenue that we
expect to collect in future years based
only on our existing and legally binding
orders. Asnew bookings are secured,
our backlog will increase and as
existing bookings are recognised as
revenue, our backlog will decrease.
Description
Customers is a non-IFRS measure
representing the number of unique
end-customers that we recognise
revenue from, and are therefore actively
engaged with, during the year. Winning
new customers reflects our ability
to execute against our strategy and
continue to innovate.
Performance
We delivered a 226% annual increase
in bookings. Growth was across all
regions. Our subscription licence
agreements in China, representing
multiple years of contracted revenue,
was a substantial contributor.
Performance
Our backlog excluding royalties
increased over 350%, driven by
increased bookings secured in
FY2021.
Performance
In FY 2021, we won repeat business
from many of our customers, but also
nearly doubled our end-customer base,
with the majority of the new customer
adds in North America.
N o n-f i na n ci a l
1. Including estimates of potential future royalties totalling US$24.0m in FY 2021. Royalties are estimated based on contractually committed royalty
pre-payments on commencement of customer silicon shipments or, in limited instances, on sensitised volume estimates provided by customers.
US$ 37. 3m
Technology leadership
Expansion
Innovation

30 Alphawave IP Group plc | Annual report and financial statements 2021
We are proud
of our diverse
workforce
We are one of the only semiconductor
companies with a majority-women
independent Board of Directors.
ESG
Report our gender pay gap
Track and publish our
charitable contributions
Publish our modern slavery
statement
Introduce best-in-class
employee benefits prioritising
employee health and wellbeing
Our aims for 2022

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 31
Sharing our value
among shareholders
and employees
We do not want to exist as a top-down organisation.
Wehave appropriate governance between management,
the Board and employees which sets the tone for how
we engage with our stakeholders. Our compensation
structure reflects our shared purpose.
Responsible governance
• Management structure: Our management is inclusive,
fair, accessible, and has a well-established controls
environment with a clear balance of power between
the President & Chief Executive Officer, Executive Chair
and the Board of Directors.
Our Board of Directors is majority-independent and is
led by our Senior Independent Director, who is a globally
recognised governance leader in public technology
companies.
• Equity structure: We have one class of shares in our
Company – ordinary shares. There are no special rights,
no ratchets, no liquidation preferences, and no special
voting agreements. All shares carry the same rights.
• Executive compensation: Our management team is paid
on average at the bottom quartile of public companies in
the FTSE 250. For 2021, our President & Chief Executive
Officer and Executive Chair have waived participation in
any annual bonus or stock-based compensation and have
committed to doingso again in FY 2022.
• Employee compensation: All our employees have
received either shares, options or restricted stock units
in the Company. This is part of our commitment not just
to shareholder value but enabling our colleagues to share
in the value they create. Employees also receive annual
performance-based salary increases and bonuses.
• Gender diversity: We actively seek to encourage gender
diversity and four of our six Non-Executive Directors are
female. As at the end of FY 2021, of our total workforce,
23 employees are female and 131 male.
The semiconductor industry has historically seen
under-representation of females, with the Global
Semiconductor Alliance and Accenture reporting in
2020 that the majority of semiconductor companies
have less than 1% of women in director roles and above.
Of our senior managers, classified as those in director
roles and above, four are female and 17 are male as at
31December 2021.
Bold ideas flow
from top-down
diversity
At Alphawave IP, ensuring diverse representation
and the bold ideas it creates is something we take
seriously from the top down.
More than half of our independent Board is made up of
women, who are leading figures in global technology
companies. It is reflective of our diverse workforce,
which is over 15% female and where 75% of our global
workforce identifies with a minority group.
Gender diversity
1
15%:85%
Female
23
Male
131
1. Data as at 31 December 2021.

32 Alphawave IP Group plc | Annual report and financial statements 2021
We are committed to achieving carbon neutrality and
use Bullfrog Power to purchase power from renewable
energy sources that meet or exceed the strictest
environmental criteria offset programme.
• We provide silicon IP solutions, delivering software and
designs in a virtual environment. We therefore operate
in a low environmental impact sector, relative to our
customers and partners who may operate data centres
ormanufacture semiconductors.
• Though our environment impact is low, we are actively
reducing our carbon footprint and committing to operate
on a carbon neutral basis across our Scope 1 and 2
emissions.
• To deal with electronic equipment at the end of their life
cycle, we will use robust product lifecycle management
programmes for our computer and IT resources and
recycle electronic equipment. This helps to recover
precious and rare earth metals.
• Our products enable data to travel at lower power, which
has the potential to lower the carbon footprint of the
world’s IT infrastructure.
Reducing climate risk through transparent disclosure
We care about embedding transparency in our financial
disclosures, so that we can be a part of greener financial
markets, where climate risk can be more accurately
assessed, and investors can make informed decisions.
We intend to report using the Sustainability Accounting
Standards Board (SASB) framework.
Our low carbon
footprint
Committed to
carbon neutrality
ESG continued
The fact that we license IP means that we have
a low carbon footprint. However, we strongly
believe that all companies have an obligation to
actively help society decarbonise, and we are
proud of the fact that our technology has been
built to perform better at lower power.
This has the potential to contribute towards
the increased power efficiency of the world’s
IT infrastructure. Though the transmission of
data is a small percentage of the total power
consumption in many systems, there are many
thousands of devices that can benefit from
ourpowersavings.
Our aims for 2022
Report to TCFD and SASB
Formalise path to carbon
neutrality

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 33
The Group recognises the impact of climate change and the
role we must play to mitigate the impact on our business and
the wider world. Alphawave IP is committed to transparency
in its disclosure of climate-related risks and the
management of those risks. Given the nature of our business
and operations, the climate-related risks that directly impact
us are of limited materiality. However, we have considered
these and identified opportunities to reduce our impact on
and from climate change.
We strongly support the recommendations of the Task Force
on Climate-Related Financial Disclosures (TCFD), which are
structured around governance, strategy, risk management
and metrics and targets. As we have a standard listing
on the LSE, we are not required to apply the TCFD
recommended disclosures in FY 2021. We will be required
to do so in future years and have elected to do so, but may
not be fully compliant in FY 2021. We have considered the
recommendation of the TCFD and provide the following
information on our approach to assessing and disclosing
climate-related risks and opportunities in accordance with
Listing Rule 14.3.27R, except for the following matters:
• Disclosure (‘strategy c’) – we have not performed
a quantitative risk assessment or climate-related
scenario analysis.
We have structured the report in line with the four themes
of Governance, Strategy, Risk management and Metrics
and targets.
Governance
The Board has overall accountability for the management
of risks and opportunities, and the Board’s consideration
of significant risks impacting the Group (pages 50 to 53)
includes assessment of risks associated with climate
change. Our Chief Financial Officer is responsible for our
risk management framework, including the assessment
and management of climate-related risks. During 2022,
we intend to hire an individual within the senior executive
team with responsibilities to include leading our climate
change agenda and managing our policies and practices
across sustainability and wider ESG matters. Our Senior
Vice President of Operations is responsible for our facilities,
ourIT resilience and IT end-of-life policies.
We do not manufacture or supply physical products, our
premises are limited to leasehold office spaces and during
substantially all of 2021, our workforce was working from
home due to the COVID-19 pandemic. Therefore, the
Group’s exposure to climate-related risks is considered
to below and not currently classified as a significant
risk. In view of our low exposure and our business
model, and as we are stilldeveloping our approach to
managing climate-related risks, the Board’s assessment
ofclimate-related risks is provided on a qualitative basis
rather than quantitative scenario testing.
Strategy
We have not identified any short-term climate-related risks
that are likely to have a material and direct impact on our
operations. We are potentially exposed to medium and
longer-term climate-related risks of a global/macro nature
that impact society in general, together with risks which may
impact our end-customers and the broader semiconductor
supply chain. These physical risks are either event-driven,
such as extreme weather events, or chronic, being
longer-term shifts in climate patterns, such assustained
higher temperatures or rising sea levels. We arealso
potentially exposed to transitional changes, including
changes to government policies, taxes or measures aimed
atreducing emissions.
Our exposure is mitigated by the fact that we are a low
carbon intensity business, delivery of our technology
tocustomers is through virtual and not physical means,
isnotdependent on a single region or a physical supply
chain and we have proven our ability, throughout the
COVID-19 pandemic, to execute remotely and from
alternative locations. Therefore, we regard our exposure
to direct physical climate-related risks as low. Further,
the impact of any transitional changes upon the Group
and its operations is considered to be low compared to
those businesses that have more direct dependencies
onmanufacturing, distribution or fossil fuels.
Task Force on Climate-Related Financial Disclosures (TCFD)

34 Alphawave IP Group plc | Annual report and financial statements 2021
ESG continued
Strategy continued
Our end-customers may rely on physical infrastructure
and supply chains for the manufacture and delivery of
semiconductors either for production use or during the
development process, or may have operations, including
data centres and networks utilising those semiconductors,
that are required for their own businesses or that they
makeavailable to customers. In the medium and longer
term, physical and transitional climate-related risks may
impact the ability of our customers to source and purchase
semiconductors or to build or operate their data centres or
networks. We regard these risks as being of a global nature
which our customers and partners, some of the largest
technology companies in the world, are better placed
to mitigate.
Power consumption is a material consideration for our
customers and one where we believe we have a competitive
advantage in our technology. Increasing focus on power
consumption within data centres and networks, and the
need for our customers to select vendors across their supply
chains that offer power efficiencies, represents a growing
opportunity for the Group.
Risk management
Our process for identifying and assessing risks and
opportunities follows our Group-wide risk assessment
and management process. These risks, together with
mitigations, are discussed by the executive management
team and the Board. Given the nature of our business model,
the Group’s exposure to climate-related risks is considered
to be low and not currently classified as a significant risk.
Our overall risk management process is described on
pages50 to 53.
Metrics and targets
The Group is already proactive in putting in place mitigating
actions to reduce its environmental impact, such as avoiding
unnecessary business travel and purchasing energy
from certified renewable sources. We currently purchase
renewable energy certificates (RECs), similar to Renewable
Energy Guarantees of Origin in the UK, significantly in excess
of our power consumption from our offices in Toronto,
Canada. These are purchased from Bullfrog Power Inc in
Toronto, Canada, who source them from EcoLogo®-certified
wind, solar and low-impact hydro-facilities. By purchasing
RECs, we reduce our carbon footprint and directly support
sustainable energy generators.
We offer our shareholders the ability to receive
documentation, including our annual report, in electronic
form. Our annual report is printed on recycled paper.
For 2022, we plan to fully offset our Scope 1 and 2
greenhouse gas emissions through the purchase of RECs
or carbon offsetting. We plan to make further disclosures
structured around the TCFD framework in our 2022 annual
report and we will develop the depth of our TCFD disclosure
over time.
Task Force on Climate-Related Financial Disclosures (TCFD) continued

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 35
Streamlined Energy and Carbon Report (SECR)
Alphawave IP has appointed Carbon Footprint Ltd, a carbon
and energy management company, to independently
assessits greenhouse gas (GHG) emissions in accordance
with the UK Government’s ‘Environmental Reporting
Guidelines: Including Streamlined Energy and Carbon
Reporting Guidance’.
The GHG emissions have been assessed following the ISO
14064-1:2018 standard using the 2021 emission conversion
factors published by Department for Environment, Food
and Rural Affairs and the Department for Business, Energy
and Industrial Strategy. The assessment follows the
location-based approach for assessing Scope 2 emissions
from electricity usage. The financial control approach has
been used.
The table below summarises the GHG emissions for the
2021 reporting year. This is the first year that Alphawave IP
has assessed its emissions and this will set the baseline for
future assessments. For FY 2021, the scope includes UK
and non-UK operations, including Canada and the US.
Scope 1 includes emissions associated with gas
consumption. Scope 2 includes emissions associated
with electricity consumption. Scope 3 includes emissions
associated with business travel and also includes electricity
consumption attributable to our utilisation of servers within
our third-party data centre provider. Reported energy
consumption and associated carbon emissions includes
energy consumption from our leased offices in Toronto.
As from 1 July 2021, we contracted with Bullfrog Power
Inc., in Toronto, Canada, to purchase Renewable Energy
Certificates (RECs), sourced from projects that meet or exceed
environmental criteria as defined by EcoLogo®. Ourpurchases
of RECs equated to 194.4 MWh, which represents a
substantial portion of our total energy consumption and
considerably exceeds our energy consumption attributable
to our Scope 1 and Scope 2 emissions.
In light of the impact of COVID-19 and the limited ability
of our employees to work from our offices or undertake
business travel during FY 2021, we were constrained in
our ability to implement any significant energy efficiency
measures. As travel constraints are now lifting and
employees are increasingly returning to our offices, we are
keeping under review any opportunities to implement such
measures going forward.
Baseline
Activity year 2021
In metric tonnes CO
2
e
Total Scope 1 emissions (natural gas) 14.18
Total Scope 2 emissions (electricity consumption) 6.33
Total Scope 3 emissions (transmissions and distribution, non-controlled electricity,
homeworkers, well to tank, flights, hire car, taxi and grey fleet travel) 45.33
Total gross (Scope 1, 2 & 3) location-based emissions 65.84
Intensity ratios
tCO
2
e (gross Scope 1, 2 & 3) per employee 0.49
tCO
2
e (gross Scope 1, 2 & 3) per US$m revenue 0.73
Underlying energy consumption (kWh)
Total global energy consumed 285,414
Total UK energy consumed 273
UK-based emissions 0.1%
UK-based energy consumption 0.1%

36 Alphawave IP Group plc | Annual report and financial statements 2021
Section 172(1) and stakeholders
Engaging with our stakeholders and acting in a way that
promotes the long-term success of the Group, while taking
into account the impacts of our business decisions on our
stakeholders, is central to our strategic thinking and our
statutory duty in accordance with section 172(1) of the
Companies Act 2006. This constitutes our section 172
statement as required under the Companies (Miscellaneous
Reporting) Regulations 2018.
The Board of Directors consider, both individually and
collectively, that they have acted in a way that they consider,
in good faith, would be most likely to promote the success
of the Company for the benefit of its members as a whole,
having regard to the matters set out in section 172 (a) to (f),
in the decisions taken during the year.
Recognising that companies are run for the benefit of
their shareholders, but that the long-term success of a
business isdependent on maintaining relationships with
stakeholders, the Board continuously reviews which
relationships support the generation and preservation of
value in the Company. These relationships include those
with our customers, employees, investors and shareholders,
partners and suppliers and society.
As a Board, our intention is to behave responsibly and
ethically at all times, in line with our Group values, and to
ensure that our management teams operate the business
in a responsible manner and to the highest standards of
business conduct and good governance. As we act in a way
which reflects our values, we will contribute to the long-term
success of the Group and continue to develop our reputation
as a responsible and successful business that delivers
stakeholder value.
Our approach to section 172 is set out below:
Outcomes of decisions assessed and
further engagement and dialogue with
stakeholders
Actions taken as a result of Board
engagement
Board decision
Board papers include section 172
factors where relevant
The Board continually engages with
stakeholders. Read more on pages
40 and 41
Directors receive training on Directors’
duties to ensure awareness of the
Board’s responsibilities
Board information
The Executive Chair ensures decision
making is sufficiently informed by
section 172 factors
The Board performs due diligence in
relation to the quality of information
presented and receives assurance
where appropriate
Section 172 factors are considered in
the Board’s discussions on strategy,
including how they underpin long-term
value creation and implications for
business resilience
The Group’s culture helps ensure that
there is proper consideration of the
potential impacts of decisions
Board strategic
discussion

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 37
Investors
The Executive Directors and other members of the
management team regularly engage with investors, to
explain and discuss the Group’s strategy and objectives
and to understand the interests of smaller shareholders
of the Group. The Board recognises its responsibility to
act fairly between all shareholders of the Group. The
Group communicates with investors through investor
roadshows and conferences, the annual report and financial
statements, full-year and half-year announcements,
quarterly trading statements, regulatory announcements,
the Annual General Meeting (AGM) to be held in June 2022
and one-to-one meetings with existing and potential new
shareholders. The Executive Chair will aim to ensure that
the Chairs of the Audit, Nomination and Remuneration
Committees are available at the Annual General Meeting to
answer questions. All regulatory announcements along with
financial reports are available on the corporate website.
The Board receives regular updates on the views of
shareholders through briefings and reports from the
Executive Chair, the President & Chief Executive Officer,
Chief Financial Officer and the Group’s brokers.
Employees and workforce engagement
All our employees are in geographies that are highly
regulated to ensure excellent working conditions. We do
not leverage low-cost geographies that expose workforces
to poor conditions or below-market compensation.
Themanagement team interacts daily with all employees
and operates a dedicated HR function at its key site in
Toronto. Management has implemented employee policies
and procedures that are appropriate for the size of the
Group and meet local legislation.
We do not want to exist as a top-down organisation. We have
appropriate governance between management, the Board
and employees which sets the tone for how we engage with
our stakeholders. Our compensation structure reflects our
shared purpose. This is part of our commitment not just to
shareholder value but enabling our colleagues to share in
the value they create.
Primary responsibility for workforce engagement sits
withthe President & Chief Executive Officer and the senior
management team and Michelle Senecal de Fonseca has
been appointed as the Board’s designated Non-Executive
Director representative for workforce engagement. Michelle
updates the Board on feedback received from the Head of
Human Resources and provides feedback from the Board
back to the Head of Human Resources. The pandemic has
impacted the ability of Michelle to engage with our people
in person and she plans to hold various ‘on-site’ visits with
teams once COVID-19 restrictions are lifted in our various
sites. Michelle and the Board have ensured that engagement
has been maintained through other means, such as intranet
communications, blogs, internal networks, virtual town halls
and newsletters.
Supporting our people and communities
during the pandemic
We established a COVID-19 task force to guide all the key
activities in a coordinated manner and ensure business
continuity. We implemented a series of robust protocols
for Alphawave IP employees including temperature scans,
increased disinfection, social distancing and the use of
masks. We recognised early that we needed to educate
and train our teams and their families about the risks of
community spread and how our safe work practices could
be extended to their homes. By doing so, our employees
have not only had the resources to protect themselves
and their colleagues, but also their families and local
communities. We took several proactive steps to support
our employees and address their needs during this time,
including an Employee Assistance Programme offering
services from financial counselling to mental health support.
It is a testament to the strength of our people, capabilities,
and processes that we were able to swiftly adapt to the new
working environment and drive our safety culture forward.

38 Alphawave IP Group plc | Annual report and financial statements 2021
Section 172(1) and stakeholders continued
Customers and suppliers
Apart from its shareholders and employees, the Group’s
main stakeholders are customers and suppliers. The Group
operates in market segments that are characterised by
technologically advanced applications and must constantly
innovate in order to meet evolving industry trends and
customer demands. To compete successfully, the Group
must respond quickly and successfully to industry trends
and to competitor and in-house product developments,
improve its existing products and processes and develop
new products and processes on a schedule that keeps
pace with technological developments and requirements.
TheGroup strives to accurately predict market requirements
and market demand through research and development,
constantly engaging with and building strong relationships
with customers. The Group aims to continue developing IP
solutions for anticipated industry needs, which allows it to
maintain existing customers and win new customers.
We use some of the leading and most respected suppliers
and partners in the semiconductor industry. Strong
relationships with suppliers are critical to the Group’s
performance and the Group seeks to build long-term
mutually beneficial relationships with suppliers and
work with them to ensure that respective standards
andexpectations of business conduct are adhered to.
Regulators and governments in various jurisdictions
The Group is subject to the laws and regulations of the
jurisdictions in which it operates, covering a variety of areas
affecting health and safety, environmental, competition,
data protection and privacy, export and import controls,
anti-corruption legislation, trade sanctions and labour laws.
As the Group does not undertake manufacturing activities,
it is not exposed to the material risks associated with
manufacturing, but any decisions of the Board are mindful
ofthe wider regulatory and legal environment.
Broader stakeholders
Alphawave IP designs industry-leading, high-speed
connectivity solutions for customers in high-growth
end-markets. To support this goal, Alphawave IP
participates in industry consortia and standards bodies,
and works with multiple universities to help drive the next
generation of connectivity standards and approaches.
TheBoard, executive team and staff are active across a
widerange of industry steering groups, organisations and
other stakeholder organisations.
Environmental, social and governance (ESG)
andclimatereporting
The fact that we design silicon IP rather than manufacture
semiconductors means that we have a low carbon footprint.
However, we strongly believe that all companies have an
obligation to actively help society decarbonise, and we
are proud of the fact that our technology has been built to
perform better at lower power.
This has the potential to reduce the carbon footprint of
large portions of the world’s IT infrastructure. Though the
transmission of data is a small percentage of the total power
consumption in many systems, there are many millions of
devices that can benefit from our power savings.
We use Bullfrog Power in Canada to purchase power from
renewable energy sources that meet or exceed the strictest
environmental criteria.
• We provide silicon IP solutions, so we have an extremely
low carbon footprint compared to other companies in the
semiconductor industry.
• Though our environment impact is low, we are committed
to actively decarbonising our carbon footprint and
operating with zero carbon footprint.
• To deal with electronic equipment at the end of their
life cycle, we use robust product lifecycle management
programmes for our computer and IT resources and
recycle electronic equipment. This helps to recover
precious and rare earth metals.
• Our products enable data to travel at lower power, which
has the potential to lower the carbon footprint of the
world’s IT infrastructure.
We care about embedding transparency in our financial
disclosures, so that we can be a part of greener financial
markets, where climate risk can be more accurately
assessed, and investors can make informed decisions.
We intend to report using the Sustainability Accounting
Standards Board (SASB) framework.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 39
Section 172 factors
Likely consequences of any decision in the long term
• We consider how Alphawave IP generates long-term
value through our business model and strategy.
Fostering business relationships with suppliers,
customers and others
• We are building strong relationships with our
customers and suppliers, which is essential for
achieving the Group’s long-term strategic goal.
Maintaining high standard of business conduct
• We promote responsible business operations, with
a focus on the Group’s Anti-bribery and Corruption,
Confidentiality and Whistleblowing policies.
Interests of employees
• Promotion of employee wellbeing initiatives and
benefits awareness.
• Participation in town halls and employee forums.
• Workforce engagement Non-Executive Director
appointed to ensure effective engagement with
employees.
Impact of operations on the community
andtheenvironment
• Consideration of environmental, social and governance
improvement strategies.
• Review of environmental performance and
emissionreduction initiatives.
Acting fairly between members of the Company
• Regular engagement between executive team
andshareholders.
• Investor information and the Annual General Meeting.
pages 37 and 40pages 22 to 27
pages 32 to 35pages 40 and 41
pages 40 and 41page 47

40 Alphawave IP Group plc | Annual report and financial statements 2021
Section 172(1) and stakeholders continued
Engagement with our stakeholders
allows us to grow and execute
our strategy. Our impact on, and
engagement with, our key stakeholder
groups is considered within the
implementation of our strategy,
which is overseen by the Executive
Management Board and supported by
the Board of Directors.
We consider the impact we have on
our stakeholders, as well as what our
stakeholders consider important, when
developing our plans for continued
success. We have set out below our key
groups of stakeholders, the issues and
factors relevant to those stakeholders
and how we have engaged with those
stakeholders.
How the Board has engaged with shareholders, and other stakeholders
Customers Employees
Description
Our clients include some of the
largest technology companies
globally, who trust us to provide
technology that may be critical to
the future of their businesses. Our
technology enables our customers
to develop and sell, or use for
their internal operations, the next
generation of semiconductors for
data transport, processing and
storage.
Description
Our success is entirely dependent
on our ability to attract, retain and
motivate talented staff. We seek
to create an entrepreneurial and
dynamic culture, working with
leading-edge technologies and
where the best in our sector want
to work. We create an environment
in which diversity is the norm and
where our employees can share
their ideas and concerns.
Material issues
The Group has continued to win new
customers and win new business
from its existing customers.
Material issues
We have doubled our headcount
in2021 at a time when virtually
all of our employees were working
fromhome.
Engagement with our stakeholders allows
ustogrowandexecuteourstrategy.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 41
Partners and
suppliers
The environment
Investors and
shareholders
Description
Our partners and suppliers are
typically major players within the
semiconductor industry, including
companies such as TSMC and
Samsung. Our access to their
technology is vital to our success
and our ability to deliver to our
customers. We have fostered strong
working relationships with our
partners and suppliers over many
years.
Description
Although our environmental impact
is limited by our business model
as a software developer, we are
committed to finding ways to
mitigate that impact. Our low power
consumption is a key differentiator
in our technology and increasingly
important to our customers.
Description
We maintain a regular and
open dialogue with our current
and prospective shareholders.
Wetargetan investor base
that looks to hold our shares
for the longterm. We engage
with shareholders to help them
understand our technology,
business model and strategic
objectives and how those
can generate long-term and
sustainablevalue.
Material issues
Discussions with our top
shareholders have been taken
into account in formulating our
long-term strategy, remuneration
and ESG policies.
Material issues
As we are focused on leading-edge
technologies, we are reliant on a
limited number of semiconductor
foundries and software tools
companies.
Material issues
We aim to source our energy usage
from renewable power sources
and we are committing to carbon
neutrality.

42 Alphawave IP Group plc | Annual report and financial statements 2021
Contracted order book and backlog
The Group generated bookings of US$244.7m in 2021,
an increase of 226% from 2020 (US$75.0m), including
US$147.8m of bookings from recurring revenue subscription
licences from our joint venture, WiseWave, and our reseller
in China, VeriSilicon. Excluding estimates of potential future
royalties, our 2021 bookings were US$220.8m, an increase
of 325% from 2020 (US$52.0m). Our 2021 bookings do not
include the US$105m extension option from WiseWave,
which, if triggered, provides WiseWave with access to future
generations of our technology, nor any potential royalty
contributions from WiseWave or VeriSilicon.
Excluding China, our total bookings for 2021 were
US$87.9m, an increase of 47% from 2020 (US$59.8m).
Excluding estimates of royalties, we generated 92%
year-on-year growth in bookings from North American
customers.
Daniel Aharoni
Chief Financial Officer
“ Our growth is anchored in the
exponential growth of data.
Weenable data to travel faster,
more reliably and at lower power.”
Financial review

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 43
Our backlog (contracted bookings over the life of the
Group not yet recognised as revenue) as at end-2021 was
US$219.5m including royalties (US$168.6m excluding
royalties), of which around 50% represents recurring revenue
subscription deals with WiseWave and through VeriSilicon.
In 2021, we secured orders from ten new end-customers
and repeat business from eight existing customers. We won
16 new licence sales, including our first two chiplet IP deals
in Q4 2021. Excluding subscription licence deals which give
access to a broad portfolio of our IP at multiple process
nodes, nearly 80% of our bookings in 2021 were for process
nodes below 7nm.
Revenues
Revenues for 2021 reached US$89.9m, 173% growth
compared to US$32.9m in 2020, and reflect significant
diversification.
• Customers – in 2021, we recognised revenues from
20end-customers (21 excluding the impact of two
of ourcustomers merging). This compares to eleven
customers in 2020. Ourtop three customers represented
53% of 2021 sales (28% excluding WiseWave) versus
52% in 2020 and one of the top three customers in 2021
was also a top three customer in 2020.
• End-markets – in 2021, we generated revenues
from customers across our key end-markets of data
networking (including optical), cloud compute and solid
state storage as well as AI and 5G wireless. Revenues
from data networking, cloud compute and solid state
storage represented over 75% of our 2021 sales.
• Regions – in 2021, our revenues were well balanced
between North America and Asia, with 42% of revenues
to North America, 48% to China and 10% to APAC
excluding China. In 2020, 59% of our sales were to North
American customers, 25% to China and 16% to APAC
excluding China. The increased weighting to China in
2021 reflects first revenue recognition in H2 2021 of the
agreements with WiseWave and VeriSilicon. Excluding
WiseWave, 63% of FY 2021 sales were to North American
customers, 22% to China and 15% to APAC excluding
China. As we have previously stated, revenues from China
in the medium and long-term are expected to be less than
30% of total Group revenues.
• Subscription licence – in respect of the WiseWave
five-yearsubscription licence agreement, in H2 2021
we invoiced US$24.0m (gross of 10% withholding tax)
and recognised US$27.7m, with revenue recognition
based on our deliveries of IP to WiseWave. In respect
of thethree-year exclusive reseller arrangement with
VeriSilicon, we have been invoicing and collecting on a
quarterly basis since February 2021. In FY 2021, we
invoiced US$8.8m and recognised US$8.9m of revenue
related to the VeriSilicon reseller agreement.
Substantially all of our revenue in both 2020 and 2021
wasgenerated from one-time licence and licence-related
(non-recurring engineering and support) and subscription
licence activities. We did not recognise any royalty sales
in 2020 or 2021 and given the long design cycles from our
customers, do not expect to recognise material royalties
until FY 2024 at the earliest.
U S $ 8 9.9 m
Revenue
US$51.8m
Adjusted EBITDA
US$26.5m
Pre-tax operating cash flow

44 Alphawave IP Group plc | Annual report and financial statements 2021
Financial review continued
Operating expenses and profitability
In 2021, we maintained our gross margins at 94%, with cost
of sales primarily reflecting sales commissions as well as
costs related to the development of test chips. Ouradjusted
EBITDA
1
was US$51.8m (58% margin) compared to
adjusted EBITDA of US$19.3m (59% margin) in 2020.
Reflecting the rapid scaling of the business, in 2021, our
operating expenses totalled US$48.7m, or US$36.1m
excluding non-recurring IPO costs, one-time M&A/
professional expenses, share-based payment costs and
foreign exchange gains. This compares to $14.6m in 2020
($13.0m excluding share-based payment costs and foreign
exchange losses).
Of US$48.7m in operating expenses in 2021, US$29.4m
(33% of sales) related to R&D/engineering, US$5.4m (6%
of sales) related to general and administrative expenses
and US$1.3m (1% of sales) related to sales and marketing
expenditure. US$12.6m related to other items comprising
non-recurring IPO costs, one-time M&A/professional
expenses, share-based payment costs and exchange gains.
In 2020, operating expenses totalled US$14.6m, US$1.5m
of which reflect foreign exchange gains and share-based
payments, and US$8.8m (27% of sales) related to
R&D/engineering, US$3.4m (10% of sales) related to general
and administrative and US$0.8m (2% of sales) related to
sales and marketing.
This increase in our operating expenses was primarily due
to the increase in our headcount to 154 heads at end 2021
from 72 at end 2020, together with associated software tool
costs which scale with our R&D/engineering headcount, as
well as additional professional costs required as a publicly
listed company following our IPO. To capitalise on our future
growth opportunities, we were able to expand headcount
significantly ahead of our budget and estimate that the
incremental expenses from our accelerated hiring during
2021 exceeded US$4.0m.
Whilst this negatively impacted our full-year margins,
ourability to continue to attract and incentivise high calibre
engineering talent, reinforced by our IPO, will enable us to
expand and accelerate our product development roadmap.
We have continued the pace of hiring in 2022 and our total
headcount as at end-February 2022 was 184.
The increase in share-based payments, from US$0.6m
in 2020 to US$6.1m in 2021, was due to our headcount
expansion and significantly higher exercise prices for
share-based awards given to employees during the year.
In 2020, as a private Canadian company with limited
visibility on the duration, extent and impact of the COVID-19
pandemic on our business, we received US$1.1m in grants
from the Canadian Government Canadian Emergency Wage
Subsidy (CEWS) to support wages to employees. In early H1
2021, prior to our IPO, we received a further US$55,000.
Post-IPO, although entitled to further grants in Canada, we
have elected not to receive them. No government assistance
has been requested nor taken in the UK.
In 2021, US$2.5m represented depreciation on right-of-use
assets, namely our premises and test equipment which we
lease (2020: US$0.7m). We saw a significant increase in
test equipment leased due to the increase in the number
ofcustomer engagements and engineering staff. In addition,
wecommenced a lease on larger premises inToronto,
Canada, in November 2020, resulting in a full year of
depreciation in 2021. In September 2021, we signed a
five-year lease for offices in San Jose, California. Based in
Silicon Valley and near many of our customers, these offices
will serve as our flagship US demonstration labs. Fit-out is
ongoing and we expect to occupy the offices in Q22022.
The total one-time costs associated with our IPO on the
London Stock Exchange were US$30.3m, of which US$20.3m
was set off against equity on our balance sheet and
US$10.0m was expensed through our income statement.
1. See note 4 (Alternative Performance Measures) on pages 133 and 134 for reconciliation of EBITDA to Adjusted EBITDA.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 45
As at year end, the Group owned 42.5% of WiseWave, a
newly formed company established in China in Q4 2021
to develop and sell silicon products incorporating silicon
IP licensed from the Group. We equity account for the
investment as a joint venture, resulting in a US$12.9m
loss. The five-year subscription licence agreement is being
capitalised and amortised over the life of the agreement by
WiseWave.
Our tax expense for the year was US$13.7m, being 38%
of our operating profit of US$36.0m. Substantially all of
our revenue was generated from Alphawave IP Inc, based
in Canada, which has a corporation tax rate of 26.5%.
Ourhigher tax charge is a result of expenses relating to
IPO costs, M&A professional fees, share-based payments
and FX gains of US$12.6m which are disallowable for
corporation tax purposes.
Our profit after tax for FY 2021, which is stated after
share-based payments, exchange gains/losses and
one-timecosts relating to our IPO, one-time M&A
andprofessional fees and our share of the post-tax loss
of WiseWave of US$12.9m, was US$9.4m, compared to
US$12.2m in 2020. Onan adjusted basis,
1
which is stated
after our US$12.9m share of the post-tax loss of WiseWave,
our equity-accounted joint venture, our profit after tax for
FY 2021 was US$22.0m, an increase of 60% compared to
US$13.8m in FY 2020.
The exchange loss of US$23.1m is a result of our
GBP proceeds at IPO being translated into US$, our
presentational currency, at the foreign exchange rate
onthe date of the IPO, and being re-translated, again for
presentational purposes, into US$ at the year end. Over this
period the US$ strengthened from 1.4134 to 1.3513, a 4.6%
increase.
Balance sheet, liquidity and cash flow
As at end-December 2021, we held US$501.0m in cash
and had no borrowings. Our cash increased by US$486.9m
between end-December 2020 and end-December 2021,
primarily as a result of the net IPO proceeds received, after
issuance costs, of US$485.9m. In addition, the Company
benefited from a stock stabilisation programme which
resulted in a US$22.2m cash receipt.
Between end-December 2020 and end-December 2021,
ourtrade and other receivables increased from US$6.2m
to US$13.1m. This increase is mostly due to Group trade
receivables increasing from US$5.2m to US$12.1m as a
result of increased sales in 2021. Between end-December
2020 and end-December 2021, our intangible assets
increased from US$0.1m to US$1.2m. Our intangible assets
comprise IP being developed by a third-party vendor and
represents instalments paid towards the development
which is carried at cost. No amortisation is recorded as the
intangible asset is not yet available for use. The increase in
2021 is due to twelve months’ worth of further development
in contrast to two months at the end of H2 2020 when the
development commenced.
Our accrued revenue, where revenue recognition conditions
are met under IFRS 15 but we have not billed or collected
any amount, increased to US$31.7m at end-December 2021
from US$10.3m at end-December 2020. This increase is
a function of our revenue growth and due to the timing of
invoicing milestones on specific contracts. Since our 2021
year end, and as at 31 March 2022, we have billed a further
US$15.6m of this accrued revenue balance, as invoicing
milestones have now been met.
Our investments in equity-accounted associates of
US$9.4mrepresents the value of our investment in
WiseWave, based upon a 42.5% share of WiseWave’s
netassets as at 31December 2021.
Between end-December 2020 and end-December 2021,
our trade and other payables increased from US$2.2m to
US$5.8m. This increase is predominantly due to accruals
increasing from US$1.0m to US$4.0m, from accrued
advisory fees of US$0.4m, design automation tools of
US$1.5m and accrued sales commissions of US$1.6m
incurred in FY 2021 but not paid until FY 2022.
1. See note 4 (Alternative Performance Measures) on pages 133 and 134 for reconciliation of profit after tax to adjusted profit after tax.

46 Alphawave IP Group plc | Annual report and financial statements 2021
Financial review continued
Balance sheet, liquidity and cash flow continued
Our deferred revenue liability, where we have invoiced or
received money for products or services where revenue
recognition conditions are not met, increased to US$12.7m
at end-December 2021 from US$7.4m at end-December
2020. This increase is a function of our revenue growth
and due to invoicing being ahead of revenue recognition on
specific contracts.
Flexible spending accounts, which represent non-current
deferred income, and which increased to US$6.8m
as at end-December 2021 from US$2.3m as at
end-December2020, are contracts with customers who
have committed to regular periodic payments to us over
the term of the contract. These payments are not in respect
of specific licences or other deliverables, but can be used
as credit against future deliverables. We have flexible
spending accounts with customers with whom we work on
multiple projects and who prefer regular periodic billing and
payments rather than milestone-based billing. Although
wehave been invoicing and collecting under these contracts,
the revenue recognition conditions may not have been met
which enable us to recognise these billings as revenue.
Our pre-tax operating cash flow for 2021 was US$26.5m
(which includes one-time payments of approximately
US$10.0m relating to our IPO expenses), an increase
of 124% compared to US$11.8m of pre-tax operating
cashflowin2020. Our working capital in 2021 increased by
US$15.6m, compared to an increase of US$4.7m in FY 2020,
primarily due to an increase in accrued revenue and trade
and other receivables, offset by an increase in deferred
revenue and flexible spending accounts, as detailed above.
After tax, we generated cash from operations of
US$18.9m in 2021, compared to US$10.3m in 2020.
Our capital expenditure during 2021 totalled US$1.1m
(US$0.4m in 2020) as a result of computing equipment
purchased for newhires and fit-out costs for our new office
space in Toronto. In Q4 2021, we also made the first tranche
of our investment into WiseWave totalling US$22.4m
for a 42.5% equity interest, with Wise Road Capital
contributing US$30.3m. Asdisclosed in our IPO Prospectus,
AlphawaveIP has committed to invest up to US$170m into
WiseWave. Finally, we recorded an FX loss of US$22.5m
predominantly resulting from the translation of our net IPO
GBP proceeds into our presentational currency of US$ at
different points in time.
The Company’s capital allocation policy is focused on
investing in our future growth and deploying our financial
resources to rapidly expand our business, as demonstrated
by our recent acquisitions. Given our growth strategy, we do
not intend to pay dividends in the short or medium term.
Finally, as further detailed on page 119, the Directors have
adopted the going concern basis of accounting.
Daniel Aharoni
Chief Financial Officer
29 April 2022

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 47
Non-financial information statement
The Group complies with the non-financial reporting
requirements in sections 414CA and 414CB of the
Companies Act 2006.
• For information on the Group’s business model, please
see pages 22 and 23.
• A description of the principal risks can be found on pages
50 to 53.
• Our non-financial key performance indicators are
highlighted on page 29.
The Group has put in place codes of conduct and policies to
provide for clear and consistent governance on a range of
matters. As part of our disclosure on non-financial reporting
requirements, these include, but are not limitedto,the
following areas.
People
We recognise that our people are our most important asset
and retaining and attracting the highest quality talent
is critical for our growth and success. How we treat our
employees and how our employees engage with each other
impacts not only our business, but the environment and
society as whole.
We have a number of policies which impact, and are
communicated to, all of our employees. Our Code of Ethics
and Business Conduct policy applies to all our employees,
sets out how we expect our employees to behave and the
Group’s commitments, including:
• dignity and respect for the individual;
• creating a culture of open and honest communication; and
• upholding the law.
Our Equal Opportunities and Dignity at Work policy stresses
the value and importance of diversification in the workplace
and highlights legislation relating to and our strict stance
against discrimination, harassment or bullying in the
workplace.
We respect and uphold internationally proclaimed human
rights principles and in 2022 plan to put in place an
Anti-Slavery and Human Trafficking policy, which will apply
to both employees and suppliers. We are committing to
implementing controls to ensure modern slavery is not
taking place within our own business or supply chain.
Disclosure regarding employment of disabled persons
In accordance with our Equal Opportunities and Dignity
at Work policy, we give full and fair consideration to
applications for employment made by disabled persons,
having regard to their aptitudes and abilities. We are also
committed to maintaining employment of, and arranging
for any appropriate training for, employees who have
become disabled during their employment by the Group.
Promotion and development opportunities are provided for
all employees without discrimination.
Anti-corruption, anti-money laundering and anti-bribery
The Group has in place an Anti-Fraud and Dishonesty policy,
an Anti-Bribery policy, an Anti-Money Laundering policy and
a Code of Ethics and Business Conduct policy which covers
conflicts of interest. Our policies include clear guidelines for
identifying and reporting suspicious transactions, as well
as processes for giving or accepting gifts or hospitality from
third parties.
Whistleblowing
Our Whistleblowing policy forms part of our commitment
toconduct business honestly, professionally and fairly.
Ourpolicy provides direct access by our employees to our
Senior Independent Director and Non-Executive Board
Directors, as well as a confidential, external reporting
hotline.
Tax strategy
We recognise our social responsibility to pay tax in
the jurisdictions in which we operate. We act with full
transparency and integrity in all of our tax matters and our
tax planning supports our commercial activities. We are
committed to remaining compliant with all applicable tax
laws and practices.
Dividend policy
As set out in our IPO Prospectus, we intend to retain future
earnings to finance the operation and expansion of the
business, and to drive continued growth. We do not expect
to pay any dividends for the foreseeable future. We will
review our dividend policy on an ongoing basis.

48 Alphawave IP Group plc | Annual report and financial statements 2021
Viability statement
In assessing the Group’s prospects, the Directors have
considered the recent historical financial performance, the
current financial position, the Group’s strategy, business
model and principal risks and uncertainties.
The Group’s viability and prospects are primarily assessed
on the basis of the Group’s strategic planning process,
which includes a bi-annual review of quarterly revenues,
profitability and cash flow over three years. The budgeting
and planning process is led by the Executive Chair, President
& Chief Executive Officer andChief Financial Officer along
with the relevant Group functions.
Financial year 2022 is based upon the Group’s annual
budget. Financial years 2023 and 2024 are based on
extrapolation of operating expenses and key balance sheet
and cash flow ratios, with revenue estimates based on the
same methodology used in our budgeting process. Our
revenue forecasting is based on order intake across different
product lines and contract types with revenue recognition
assumptions based on a range of sensitivities including
timing of our IP deliveries. Our financial forecasting also
integrates the acquisitions of Precise-ITC, which completed
in January 2022, and OpenFive, which we estimate will
complete around Q4 2022.
Our funding position is considered in terms of our liquidity
headroom. We currently have no debt and therefore no debt
covenants.
In considering the viability and prospects of the Group, the
Directors have had regard to the following characteristics of
the business:
• Alphawave IP is a fast-growing business with tier-one
customers, a high level of repeat customer business
and a strong backlog, including multi-year contractual
commitments from customers;
• our three-year forecast model does not rely on a material
contribution of royalty-based revenues and is therefore
not significantly impacted by volumes of semiconductors
shipped by our end-customers, where we have more
limited visibility;
• we have a small number of customers, many of whom
comprise the largest technology and semiconductor
companies in the world. Each individual contract is
typically worth in excess of several million US$ over
the life of the contract and our contracts are almost
exclusively non-cancellable;
• the growth in our operating expenses is largely
discretionary and driven by visibility in demand from
end-customers; and
• the strong balance sheet and liquidity of the Group and its
operating cash flow profile.
Viability assessment period
The Directors have determined that a period of three years
over which to assess the Group’s long-term viability is
appropriate and reasonable based on the following:
• it aligns with the Group’s internal strategic planning
process;
• it sufficiently accommodates the Group’s high-growth
and evolving financial profile and appropriately models
the impact of the Group’s announced acquisitions; and
• a period in excess of three years is regarded as less
meaningful in view of the rapid evolution of the Group,
including its announced acquisitions, and market
environment.
Assessment of viability and scenarios modelled
The Directors’ assessment of viability builds upon
the analysis performed to support the going concern
assessment, and incorporates additional scenarios,
regarded as severe or extreme but plausible, that may be
encountered over the three-year assessment period. These
scenarios are intended to quantify the potential impact of
one or more of the Group’s principal risks and uncertainties,
as set out on pages 50 to 53, materialising over the
three-year assessment period.
As required by the UK Corporate Governance Code, the Directors have assessed
theviability and prospects of the Group over an appropriate period, significantly
longerthan twelve months from the approval of these financial statements.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 49
Whilst each principal risk and uncertainty has been considered as part of this assessment, we have only considered those
that represent a severe but plausible scenario. Whilst revenue recognition is a significant risk to our business, our contracts
are almost exclusively non-cancellable and typically with large well-funded customers, and it therefore does not impact our
projected cash flow.
The scenario modelling does not consider a range of measures which the Directors and management could implement to
maintain the Group’s financial position. These measures include the capacity to arrange additional financing and operating
expense reduction measures.
Scenario modelled Principal risks included
1. Failure to obtain any new orders beyond those
already contracted
We have modelled the severe scenario that the Group fails to win
any new orders beyond those already contracted. We assume that
the acquisition of OpenFive proceeds in Q4 2022, but the financial
performance and synergies do not materialise as expected.
• Managing our growth.
• Competition and failure to maintain our technology leadership.
• Customer dependence.
• Customer demand.
2. The geopolitical environment limits our ability to be
successful with our strategy inChina
We have modelled that the Group does not fully pursue its
strategy in China, that revenues from China are impacted and that
no further investment is made intoChina from 2023 onwards.
• Risks associated with WiseWave.
• External environment and events.
In each of these scenarios, the Group is forecast to have
sufficient resources to continue to meet its liabilities as they
fall due without recourse to cost-saving actions. In reality,
and as highlighted above, the Group would have numerous
options available to maintain its financial position. When
the scenarios are combined, without mitigating actions,
the Group is also forecast to have sufficient resources
to continue to meet its liabilities as they fall due over the
viability assessment period.
COVID-19
The Group’s viability has been assessed taking into account
the potential ongoing impact of COVID-19 or a similar crisis.
Since our IPO, the Group has not utilised any COVID-related
government grants and does not expect to do so in future.
The commercial and financial performance of the Group
has remained largely unaffected by COVID-19, which has
seen a significant growth in global data and highlighted the
need for fast, resilient data networks, andisexpected to
remainlargely unaffected going forward.
Viability statement
Based on the assessments above and in accordance
withthe UK Corporate Governance Code, the Directors
confirm that they have assessed the prospects and viability
of the Group over a three-year period and have a reasonable
expectation that the Group will continue inoperation and
meet its liabilities as they fall due over thisperiod.
Going concern
Following consideration of the Group’s strong liquidity
position and prospects for the year ahead, the Directors
have a reasonable expectation that the Group has
adequate resources for a period of at least twelve months
from the date of approval of the financial statements and
have therefore assessed that the going concern basis
of accounting is appropriate in preparing the financial
statements. Thisis further explained on page 119 (note 2
to the financial statements).

50 Alphawave IP Group plc | Annual report and financial statements 2021
These risks and uncertainties are regularly assessed by the
Directors. The principal risks and uncertainties affecting
the Group in respect of the second half of the year have
not changed materially from those set out on pages 12
to 38 of the IPO Prospectus dated 13 May 2021 and are
summarisedbelow.
Risk management framework
The active management of risk is integral in meeting
our strategic objectives. We operate a risk management
framework which aims to identify, assess and mitigate
potential risks. Our effective management of risk is
shapedand governed by our Board and executive
management team.
Risk appetite
We assess risk by combining the likelihood of something
happening and the impact that arises if it does happen.
TheBoard regularly reviews and discusses our risk register
and determines the level of risk appetite, being the amount
of risk the Board is willing for the business to assume in
pursuit of its objectives.
Emerging risks
Given the rapid expansion of the business, the Group’s
acquisition strategy and the increasing importance of
semiconductors in a geopolitical context, the senior
management team regularly discusses emerging risks
within the business. The Chief Financial Officer and senior
management team are responsible for identifying new and
emerging risks.
The risks have been reviewed by the Board, which has
completed a robust assessment of the Group’s principal and
emerging risks. The Board has reviewed theeffectiveness of
the Group’s risk management and internal control systems.
For further information, please seepages 74 and 75.
In summary, the principal risks and uncertainties
areasfollows:
• managing our growth;
• competition and failure to maintain our technology
leadership;
• customer dependence;
• customer demand;
• risks associated with WiseWave;
• dependence on licensing revenues;
• reliance on key personnel and ability to attract talent;
• external environment and events;
• IP protection and infringement;
• reliance on third-party manufacturing foundries;
• reliance on complex IT systems; and
• impact of COVID-19.
The Group faces a number of risks and uncertainties that may
have an impact on our operations and performance.
Principal risks and uncertainties
Board
Group leadership
Regions, functions and projects
Reporting escalation
Direction of oversight

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 51
Risk Mitigation Change
Managing our growth
We have a limited operating history and are growing rapidly.
Ifwe do not manage our growth successfully, fail to execute on our
strategy, or fail to implement or maintain governance and control
measures, our business may be adversely impacted. Wehave
rapidly expanded our headcount and intendto maintain a rapid
pace of hiring. We also intend to growthroughacquisitions.
The executive management team
meets formally on a weekly basis to
review current and future resourcing
needs and priorities. We are
strengthening our administrative and
operational functions and also utilise
external advisers to help manage
our growth.
Competition and failure to
maintain our technology leadership
We seek to maintain our competitive advantage by being first to
market with new IP as data speeds increase and manufacturing
sizes decrease. If these industry transitions do not materialise
or are slower than anticipated, our competitors may be able to
introduce competing IP which may diminish our competitive
advantage and selling prices. Our ability to maintain our technology
leadership is further dependent on our ability toattract R&D and
engineering talent.
We offer competitive employment
packages to retain and incentivise
our employees, as well as the
opportunity to work in a dynamic
and entrepreneurial culture. Our
ability to compete is also driven by
our track record as a trusted partner
and continued addition of new
functionality to our existing
IP portfolio.
Customer dependence
The cost and complexity of developing semiconductors targeted
byour IP limits the number of our potential addressable customers.
In any reporting period, a substantial part of our revenues may be
attributable to a small number of customers.
Given the costs of designing
leading-edge chips we have a limited
number of addressable customers.
To date, wehave been successful
in winning repeat business from
many of our customers. We strive
to maintain best-in-class execution
capabilities andtechnology to
retain our customers and win new
customers.
Customer demand
Demand for our IP is dependent on the continued global growth
in generation, storage and consumption of data across our
target markets as well as the increasing cost and complexity
of designing and manufacturing semiconductors. We may be
impacted by our customers’ demand sensitivity to broader
economic and social conditions. Our potential customers
may seek to develop competitive IP internally or acquire IP
orsemiconductors from our competitors.
There are no indications that the
global appetite for data is slowing.
As speeds become faster and
manufacturing processes smaller,
the ability of our customers to
develop competing IP in-house
diminishes. Increasing cost
andcomplexity is an opportunity
to driveour chiplet strategy.
Risks associated with WiseWave
WiseWave is core to our strategy to monetise our IP in China and
we are a significant minority shareholder. We may be limited in
our ability to influence strategy, operational, legal, commercial
or financial matters. The Group and WiseWave may also face
regulatory risk in terms of transfer of technology into China.
There is a risk that the bookings from WiseWave do not translate
into revenues and our equity investment diminishes in value.
WiseWave is a new venture and if it does not effectively execute
on its business plan, we may be negatively impacted.
The legal agreements governing
WiseWave give us a degree of
oversight and governance over
WiseWave. ThePresident & Chief
Executive Officer and Executive
Chair are currently on the board
of WiseWave. The senior team of
WiseWave comprises a number of
established industry professionals
with a proven track record at large
US and global semiconductor
companies.

52 Alphawave IP Group plc | Annual report and financial statements 2021
Risk Mitigation Change
Dependence on licensing revenues
Our financial performance is highly dependent on licensing
revenues and we do not anticipate a material contribution from
royalty revenues for some years. If our customers delay or cancel
their development projects, fail to take their products to production
or those products are not successful, our royalty revenues may be
delayed, diminished or not materialise.
Given the costs, time and resources
involved, our customers are highly
incentivised to take their products
into production. We receive minimum
royalty guarantees from some of our
customers. We are also seeking to
conclude subscription licences to
provide greater visibility and stability
of future revenue streams.
Reliance on key personnel
andability to attract talent
We rely on the senior management team and our business may
be negatively impacted if we cannot retain and motivate our key
employees. Our ability to grow the business is also dependent on
attracting talent, particularly in R&D and engineering, and if we are
unable to do so, our business may benegatively impacted.
Our senior management team
and our employee base are highly
incentivised with equity and also
the opportunity to work within
a fast-growing and dynamic
environment at the leading edge
of chip technology. We have
successfully doubled our
headcount over FY 2021.
External environment and events
Semiconductors are becoming increasingly important as countries
and regions seek to guarantee supply and build domestic supply
chains, as well as restrict outside access to their domestic
technologies. Our business could be impacted by the actions of
governments, political events or instability, orchanges in public
policy in the countries in which we operate. The current conflict
in Ukraine potentially has wide-ranging impacts, including global
economic instability, increased geopolitical tensions and disruption
to supply chains.
We seek to maintain good relations
with regulatory agencies in the
regions in which we operate.
We seek to structure our business
and our contracts to prevent use of
our technology in areas thought to be
sensitive to governments, including
military applications.
IP protection and infringement
We protect our IP through trade secrets, contractual provisions,
confidentiality agreements, licences and other methods. A failure
to maintain and enforce our IP could impair our competitiveness
and adversely impact our business. Ifother companies assert
their IP rights against us, we may incur significant costs and divert
management and technical resources in defending those claims.
If we are unsuccessful in defending those claims, or we are obliged
to indemnify our customer or partners in any such claims, it could
adversely impact our business.
Our designs can only be
manufactured on leading-edge
processes by a small number of
foundry partners. Our IP embeds
tagging layers which prevent
unauthorised use. We manage
our R&D capabilities and seek
to structure our contracts with
customers to minimise the risk and
impact of IP infringement claims by
third parties.
Principal risks and uncertainties continued

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 53
Risk Mitigation Change
Reliance on third-party
manufacturing foundries
We rely on third-party semiconductor foundries, both as customers
and as manufacturing partners to our customers. If foundries delay
the introduction of new process nodes or customers choose not
to develop silicon on those process nodes, our ability to license
new IP and our selling prices may be adversely impacted. We are
not currently reliant on the foundries’ capacity for high volume
manufacturing for our revenues but may become more reliant as
royalty revenues become more material to us and as we seek to
develop and sellchiplet silicon devices.
A significant part of the
semiconductor industry is reliant on
a small number of foundry partners
with leading-edge manufacturing
capabilities (TSMC, Samsung and
Intel). Beyond diversifying our
business and continuing to work with
all leading foundry providers, our
ability to mitigate this risk is limited.
Reliance on complex IT systems
We rely heavily on IT systems to support our business operations.
The vast majority of our design tools, software and IT system
components are off-the-shelf solutions and ourbusiness would
be disrupted if these components became unavailable. If our
IT systems were subject to disruption, forexample, through
malfunction or security breaches, we maybe prevented from
developing our IP and fulfilling our contracts with our customers.
We have upgraded our IT systems to
provide additional storage capacity
and redundancy. As with much of
the semiconductor industry, we
are reliant on design automation
tools from Cadence, Synopsys and
Siemens and ourability to source
alternative suppliers is limited.
Impact of COVID-19
We have seen no material impact to our business performance to
date from COVID-19. However, as the duration, spread and severity
of the pandemic continues to evolve, the impact on our business,
customer demand and supply chain is difficult to predict. Given our
significant headcount expansion, many of our employees have been
onboarded remotely and have worked from home since joining the
Group, which may hinder our ability to create a collaborative and
entrepreneurial culture.
Our business has proven its ability
to successfully grow during the
COVID-19 pandemic. We continue
to closely monitor the impact of
the pandemic on the wellbeing of
our employees and to implement
progressive policies to provide a
flexible working environment.
We have implemented best practice
safety measures within our offices.
The strategic report on pages 1 to 53 was approved
bytheBoard of Directors and signed on its behalf by:
Tony Pialis
President & Chief Executive Officer
29 April 2022

54 Alphawave IP Group plc | Annual report and financial statements 2021
Board of Directors
We have a very energetic, diverse and flexible technology-focused
culture and we are proud of our commitment to ethnic, national
andgender diversity in our people and in our Board.
The Board believes that the current
Directors bring to the Group a desirable
range of skills and experience
while at the same time ensuring
that no individual (or small group of
individuals) can dominate the Board’s
decision making.
Our Directors have extensive
experience across multiple
businessdisciplines and industry
sectors relevant to Alphawave IP.
We bring together senior individuals
inindustries including semiconductors,
telecommunications and data
networking, and with operational,
financial and strategic skillsets and
experience.
John Lofton Holt
Executive Chair
John Lofton Holt has served as strategic
adviser to management since 2019 and
was appointed asthe Company’s Executive
Chair in 2021.
John has been a semiconductor
executive since the late 1990s and has
founded, funded, scaled and led multiple
semiconductor businesses, driving billions
of dollars in value for shareholders. He
has more than 25 years of experience as
an investor and senior executive, including
considerable experience in chairing
boards. He previously served as Chairman
and Chief Executive Officer of Achronix
Semiconductor Corporation and was also
aManaging Partner of Holt Brothers Capital
LLC where he managed a portfolio of
investments in semiconductors, hardware,
robotics, renewables and real estate. John
started his career in the late 1980s at NASA
Goddard Space Flight Center, where he
worked as a design engineer focusing on
optics and electronics for remote sensing
and LIDAR applications.
John holds a BSE in Electrical Engineering
from Princeton University and an MSE in
Electrical Engineering from Johns Hopkins
University.
External appointments
WiseWave Technology Co. Ltd, Director.
C
Tony Pialis
President & Chief Executive Officer
Tony Pialis co-founded Alphawave IP
in 2017 and has since served as its
President and ChiefExecutive Officer.
Tony has extensive experience as an
entrepreneur in the semiconductor
industry, having co-founded three
semiconductor IP companies, including
Snowbush Microelectronics Inc, which
was sold in 2007 to Gennum/Semtech
and is currently part of Rambus. He also
founded V Semiconductor Inc. where he
served as President & Chief Executive
Officer, andwhich was acquired by Intel
Corporation in 2012. Tony served as Vice
President of Analog and Mixed-Signal IP at
Intel Corporation between 2012 and 2017.
During his tenure at Intel, Tony and his team
won the prestigious Intel Achievement
Award for successfully delivering next
generation Ethernet and PCI-Express
SerDes solutions on Intel’s 22nm and
14nmprocess technologies.
Tony holds a Bachelor of Science and
Master ofEngineering in Electrical
Engineering from the University of Toronto.
External appointments
Pitech Investments Inc., Director; Pitech
Corp., Director; WiseWave Technology
Co.Ltd, Director; The Tony Pialis (2017)
Family Trust, Trustee.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 55
Daniel Aharoni
Chief Financial Officer
Daniel Aharoni was appointed to the Board
as Chief Financial Officer in January 2021.
Daniel has extensive experience in the
banking and finance industry, with many
years of experience in a senior executive
role, advising European semiconductor
and silicon IP companies. He served as
the Co-Head of Technology Investment
Banking, EME at Barclays plc, with overall
responsibility for the technology sector
investment banking coverage across Europe
and the Middle East. Daniel has also held
roles at Jefferies, UBS, Dresdner Kleinwort
and Rothschild.
Daniel holds a Bachelor of Arts with
honours in Jurisprudence from Oxford
University and a Diploma in Legal Practice
from the Oxford Institute of Legal Practice.
Daniel qualified asasolicitor in 2000.
Jan Frykhammar
Senior Independent
Non-Executive Director
Jan Frykhammar was appointed to the
Boardin April 2021 as Senior Independent
Non-Executive Director. Jan has years
of experience as a senior executive and
as an adviser to listed and non-listed
companies. Janwas the Group Executive
Vice President and Chief Financial Officer at
Ericsson Group, and served as interim Chief
Executive Officer until 2017.
Jan is Non-Executive Chairman of the
board at Aspia AB. Healso serves as a
Non-Executive Director on the boards of,
amongst others, ITAB Shop Concept AB,
Nordic Semiconductor ASA, Clavister Holding
AB and Roima Intelligence OY. Janalso
previously served as a Non-Executive Director
on the boards of Kvdcar AB and the Swedish
International Chamber of Commerce.
Jan holds a Bachelor of Science in Business
Administration and Economics from the
University of Uppsala.
External appointments
ITAB Shop Concept AB, Non-Executive
Director (NED), Chairman of Audit Committee;
Nordic Semiconductor ASA, NED and
Chairman of Compensation Committee; Aspia
AB, NED, Chairman of the Board, member
of Compensation Committee; Clavister
Holding AB, NED, Chairman of the Audit and
Finance Committee; OX2 AB, NED, Chairman
of the Audit Committee; Roima Intelligence
OY, NED; Telavox AB, NED, Chairman of
the Board; Quickbit eu AB, NED; ENEA AB,
NED, Chairman of the Board; Plum, Member
of Advisory Council; Switch on the future,
Trustee; FCD Sverige AB, Director.
C
 
Michelle Senecal de Fonseca
Independent Non-Executive Director
Michelle Senecal de Fonseca joined the
Board in April 2021. Her expertise is in
international telecommunications and
technology sectors. She is the Global Vice
President for Cloud Innovation Partnerships
at Citrix Systems after having led its
European sales. Prior to Citrix, she was
the Global Director of Cloud and Hosting
Services at Vodafone as well as Managing
Director of Telecom, Media and Technology
banking team at the European Bank for
Reconstruction and Development. Michelle
joined the Board of the FDM Group (a FTSE
250 company) in January2016, is the
co-founder and board member of Women
in Telecoms and Technology, as well as
a global council member at Thunderbird
School of Global Management in Phoenix,
Arizona.
Michelle holds Bachelor of Science degrees
in Business and Political Science from the
University of Kansas and an MBA from the
Thunderbird School of Global Management.
External appointments
Citrix Systems UK Limited, Global Vice
President Strategic Partnerships and
UK Director; FDM Group (Holdings) plc,
NED, member of the Remuneration, Audit
and Nomination Committees; Women in
Telecoms and Technology (WiTT) Limited,
Director; Move Capital LLP Investment,
Board Member and Shareholder; Arizona
State University Foundation UK company,
Trustee.

Committee memberships
C
Committee Chair
Audit Committee
Remuneration Committee
Nomination Committee

56 Alphawave IP Group plc | Annual report and financial statements 2021
Board of Directors continued
Paul Boudre
Independent Non-Executive Director
Paul Boudre was appointed to theBoard
in April2021. Paul is theChief Executive
Officer of Soitec, aFrance-based
international company specialising
in generating and manufacturing
high-performance semiconductor
materials, appointed to the role in
January2015. As a 30-year semiconductor
industry veteran, Paul gained extensive
international experience through his
previous positions: managing industrial
operations for IBM Semiconductor,
STMicroelectronics, Motorola
Semiconductor, and Atmel. From1997 to
2006, he managed European operations
for KLA-Tencor, a leading semiconductor
equipment manufacturer, and he was
subsequently appointed Vice President for
both the US andEurope.
Paul holds a graduate degree in Chemistry
from France’s Ecole Nationale Supérieure
de Chimie deToulouse.
External appointments
Soitec S.A., CEO and Board member;
Fogale Nanotech S.A.S., Board member;
Association for European NanoElectronics
ActivitieS (AENEAS), Vice Chair; CORES,
Board member; SCI Pacabou, Director; SCI
Farmers and CO, Director; Tulle Holdings,
Director.
Sehat Sutardja
Executive Director
Sehat Sutardja was appointed to the
Board in April 2021. Sehat has extensive
experience in the semiconductor industry,
having co-founded Marvell Technology
Group with his wife, Weili Dai, and having
served as its Chief Executive Officer. Today,
Sehat is the Chief Executive Officer at FLC
Technology Group.
In 2006, Sehat was named Inventor of
the Year by the Silicon Valley Intellectual
Property Law Association. In 2010,
he received the Distinguished Alumni
Award from the Iowa State University
Alumni Association, and in 2013, he
received the Dr. Morris Chang Exemplary
LeadershipAward.
Sehat holds a PhD in Electronic Engineering
and Computer Science from the University
of California, Berkeley. He is also an IEEE
Fellow of the Institute of Electrical and
Electronics Engineers.
External appointments
FLC Technology Group, Inc., Chairman/
CEO; Danger Devices Inc., Chairman; Zerro
Power Systems Pte Ltd, Chairman/CEO;
Wolley Tech, Inc., Director; DreamBig
Semiconductor Inc., Chairman; Blue
Cheetah Analog Design, Inc, Director;
Elastic.Cloud, Director; AvivaLinks, Director;
Ventana Micro, Director; Apex, Director;
Silicon Box, Chairman; Leap Frog, Director;
Expedera, Director; SSWD LLC, Co-owner;
Aviva Technology Holdings, Director.
Rosalind Singleton
Independent Non-Executive Director
Rosalind Singleton was appointed to the
Board in April 2021. She is a telecoms
executive with over 30 years of experience
across the sector.
Rosalind is the CEO of Spring Fibre and
was Managing Director of UK Broadband
from 2017 to 2019. Shehas previously
held senior roles at BT Openreach, Cable
and Wireless, Vodafone, various VNOs, and
other international operators from start-ups
to incumbents.
She is also Chair of the UK5G Advisory
Board which advises Government on
developing the 5G ecosystem, a member
of INCA’s Board and a member of Ofcom’s
Spectrum Advisory Board.
Rosalind is an active angel investor with
a primaryfocus on tech businesses with
a female founder and is a member of the
Angel Academe Advisory Board.
External appointments
Spring Fibre Limited, CEO and Director;
Angel Academe TWSU Nominee Ltd,
Director; Telecoms Supply Chain Diversity
(TSCD), Advisory Council member;
Independent Networks Co-Operative
Association (INCA), Advisory Board
member.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 57
Susan Buttsworth
Independent Non-Executive Director
Susan Buttsworth was appointed to the
Board in April 2021. At that time she was
Three UK’s Chief Operating Officer and
responsible for driving its overall network
and IT transformation. Susan has worked
for the CK Hutchison Group since 1996 and
has delivered large scale network and IT
deployments across its group. In addition to
her role at Three, Susan previously led CKH
Innovations Opportunities & Development
(CKHIOD), a telecom unit of CK Hutchison
Holdings (CKHH). CKHIOD comprises
cross-border wholesale and enterprise
opportunities, data monetisation and
digital consumer products and services.
She is currently working for CKHH as a
seniorconsultant.
Susan holds a bachelor’s degree in
Commerce from the University of New
South Wales, a Master’s degree in
Commerce from Macquarie University,
and is a Certified Practising Accountant
inAustralia.
External appointments
CKH IOD Data Limited, Director; G&S
Buttsworth Holdings Pty Ltd, Director;
Buttswann Nominees Pty Ltd, Director;
Cherrybooks Pty Ltd, Director.
Victoria Hull
Independent Non-Executive Director
Victoria Hull was appointed to the Board in
April 2021. Victoria has over two decades
of senior management experience including
roles as Executive Director and General
Counsel of Invensys plc, who she joined in
2001, and Telewest Communications plc,
who she joined in 1995. Prior to Telewest,
she was a solicitor in the corporate finance
department of Clifford Chance.
Victoria has a strong legal and corporate
governance background and has operated
at an Executive Committee or Board level
throughout her career. She joined the
board of Ultra Electronics plc (a FTSE 250
company) as Senior Independent Director
in April 2017 and is a member of the Audit,
Remuneration and Nomination Committees.
Victoria was also appointed to the board
of Network International PLC (a FTSE 250
company) in April 2019 where she chairs the
Remuneration Committee and is a member
of the Nomination Committee. She has
recently joined IQE PLC as a Non-Executive
Director in August 2021, where she chairs the
Remuneration Committee and is a member of
the Audit and Nomination Committees.
Victoria holds a Bachelor of Laws from the
University of Southampton and qualified as a
solicitor in 1987.
External appointments
Ultra Electronics Holdings plc, NED and SID;
Network International Holdings plc, NED and
Chair of Remuneration Committee; La Pleiade
Limited, Director; IQE plc, Director and Chair
of Remuneration Committee.

C
Committee memberships
C
Committee Chair
Audit Committee
Remuneration Committee
Nomination Committee

58 Alphawave IP Group plc | Annual report and financial statements 2021
Management team
Our management team nurtures an engineering-focused culture that enables
us to drive innovation for next generation technologies under the direction of
some of the best engineering talent in wired connectivity IP.
John Lofton Holt
Executive Chair
Tony Pialis
President & Chief Executive Officer
Daniel Aharoni
Chief Financial Officer
Our core DNA is to address
the world’s hardest-to-solve
connectivitychallenges.
Great engineering and design
are in ourblood. We are proud of
our engineering-focused culture
which hasattracted some of the
world’s brightestengineers in wired
connectivity IP, and supported by
a diverse and experienced Board
ofDirectors.
Facts and
figures
14
nationalities, with employees
hailing from six continents
154
employees
(as at 31 December 2021)
>20
languages spoken

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 59
Jonathan Rogers
SVP, Engineering
Jonathan Rogers co-founded Alphawave IP in
2017 and has since served as its Senior Vice
President of Engineering, leading the Group’s
research and development function. He has
over 14 years’ experience as an engineering
executive, including as Director of Engineering
and Senior Principal Engineer at Intel Corporation
between 2012 and 2017, and Director of Design
Engineering at V Semiconductor and Gennum. He
was also the Director of IP Development and IC
Designer at Snowbush Microelectronics Inc.
Raj Mahadevan
SVP, Operations
Raj Mahadevan co-founded Alphawave IP in 2017
and has since served as its Senior Vice President
of Operations and Chief Operating Officer.
Rajhas more than two decades of engineering
executive experience in the semiconductor
IP industry, including leading roles in design,
architecture, operations and design methodology
development. Prior to Alphawave IP, he
co-founded V Semiconductor Inc. where he was a
Director and also Snowbush Microelectronics Inc.
Raj holds a Bachelor of Applied Science in
Engineering Science and a Master of Applied
Science in Engineering from the University
ofToronto.

60 Alphawave IP Group plc | Annual report and financial statements 2021
“ The Board is firmly committed
tothe highest standards of
corporate governance.”
Board leadership and Company purpose
John Lofton Holt
Executive Chair
Corporate governance statement
Introduction
The Board is accountable to the Company’s shareholders
for ensuring the sound management and long-term success
of the Group. This can only be achieved if the Board is
supported by appropriate governance processes to ensure
that the Group is managed responsibly and with integrity,
fairness, transparency and accountability.
The Board is firmly committed to the highest standards of
corporate governance. As set out in the IPO Prospectus,
given that the Company has a standard listing, the Board
voluntarily complies and intends to continue to comply
with the requirements of the UK Corporate Governance
Code 2018 (the ‘Code’). The Board will also voluntarily
report to its shareholders on its compliance with the Code
in accordance with the requirements for premium listed
companies under the Listing Rules.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 61
The Code recommends that at least half the board of
directors of a UK premium listed company, excluding the
chair, should comprise non-executive directors determined
by the board to be independent in character and judgement
and free from relationships or circumstances which may
affect, or could appear to affect, the director’s judgement.
The Company regards all Non-Executive Directors as
independent non-executive directors within the meaning of
the Code and free from any business or other relationship
that could materially interfere with the exercise of their
independent judgement.
The Code recommends that, on appointment, the chair of a
UK premium listed company should meet the independence
criteria set out in the UK Corporate Governance Code.
However, the Company Chair was not independent on
Admission. John Lofton Holt, together with the other
founders, has guided the Group’s growth through its early
stages. The Board considers that his continued leadership
will ensure that the Group is best placed to continue its
current growth trajectory. With a majority of Independent
Directors on the Board, John’s executive role is not expected
to compromise the Board’s overall independence and its
firm commitment to the highest standards of corporate
governance, as noted above.
The Board further believes that the current Directors bring
to the Company a desirable range of skills and experience in
light of its challenges and opportunities following Admission,
while at the same time ensuring that no individual (or
small group of individuals) can dominate the Board’s
decision making. The Code recommends that the board of
directors of a UK premium listed company should appoint
one of the independent non-executive directors to be the
senior independent director to provide a sounding board
for the chair and to serve as an intermediary for the other
directors when necessary. The Company has appointed
Jan Frykhammar as its Senior Independent Director.
Incompliance with the Code, the Board has established
three committees: an Audit Committee, a Nomination
Committee and a Remuneration Committee, and has also
established a separate Market Disclosure Committee.
Ifthe need should arise, the Board may set up additional
committees as appropriate.
Compliance with the Code andListing Rules
This statement, together with the various Board
Committeereports and relevant sections of the strategic
report included in this annual report, describes the Board’s
application of and compliance with the Code published
bythe FRC (www.frc.org.uk).
This corporate governance statement, together with the
rest of the corporate governance report and Committee
reports, provides information on how the Group has applied
the principles and complied with all relevant provisions of
the Code, except as otherwise disclosed on pages 96 and
97, and meets applicable other requirements, including
provisions of the Listing Rules and the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority.
The requirements under the Disclosure Guidance and
Transparency Rules DTR 7.2 are covered in greater detail
throughout the annual report, for which we provide a
reference as follows:
• Directors’ statement with regard to the appropriateness
of adopting the going concern basis of accounting and
any material uncertainties identified set out on pages
48and49;
• the viability statement issetoutonpages 48 and 49;
• Directors’ explanation as to their assessment of the
Group’s prospects, the period this assessment covers and
why the period is appropriate set out on pages 49 and 75;
• information with regard to share capital is presented in
the Directors’ report on page 97;
• information on Board and Committee composition is
found in the Division of responsibilities section on pages
64 and 65;
• the Board’s approach to workforce and stakeholder
engagement is in the section 172(1) statement on
pages36 to 41;
• the Executive Chair’s and the more comprehensive
Board’s performance as part of the Board evaluation
arediscussed in the Directors’ report on page 68;
• diversity is discussed in the section on the Nomination
Committee’s activities on page 69 and 70;
• the section describing the work of the Audit Committee
isset out on page 72; and
• the Directors’ statement on fair, balanced and
understandable is set out on page 74.

62 Alphawave IP Group plc | Annual report and financial statements 2021
Board leadership and Company purpose continued
Corporate governance statement continued
Our governance framework
The Board
The Board is responsible for the overall leadership of the Group and setting the Group’s values and standards, with the
overall aim of delivering shareholder value. Principally, we achieve this through:
• approving the Group’s business strategy proposed by management, as well as setting its purpose, values, standards
and culture and ensuring that these are aligned;
• oversight of effective Group risk management and internal control processes including a robust assessment of the
Group’s emerging and principal risks;
• the approval of any changes relating to the Group’s capital, corporate and/or listing structure; and
• oversight of the Group’s ESG strategy.
Board
pages 54 to 57
Audit Committee
Responsible for the integrity of
the Group’s financial reporting,
including scrutinising accounting
policies, and reporting to the Board
on significant reporting issues and
judgements.
Monitors the effectiveness
of internal control and risk
management systems and the
effectiveness and objectivity of
internal and external auditors.
Approves the internal audit plan
and recommends the appointment
of the external auditor.
Board activities
page 63
Remuneration Committee
Ensures there is a formal
and transparent process for
establishing the Directors’
Remuneration Policy.
Approves individual remuneration
packages of the Executive Chair,
Executive Directors and the wider
workforce.
Approves the overall remuneration
policy for the Group including
reviewing the design and
development of share plans
operated for Executive Directors
and others requiring shareholder
approval, and approves and
assesses performance targets
where applicable.
Reviews workforce remuneration
practices and policies when setting
executive remuneration, as well
as the alignment of incentives and
awards with culture.
Division of responsibilities
pages 64 and 65
Nomination Committee
Facilitates the Board in meeting its
responsibilities to plan and execute
timely Chief Executive Officer
succession and works with the Chief
Executive Officer to plan and execute
Executive Director succession.
Ensures suitable succession
plans are in place for the Board
and senior executives to achieve
the Group’s strategic objectives,
ensuring plans are based on merit
and against objective criteria.
Recommends appointments
to the Board and its principal
Committees.
Oversees development of a diverse
pipeline in the executive succession
plan and talent management.
Assists the Board in the development
of a Group-wide approach to all
forms of diversity and inclusion.
Oversees the Group’s overall
governance framework, including
the governance arrangements of
the Group’s significant subsidiaries.
Read the Nomination Committee
report pages 66 to 70
Read the Remuneration Committee
report pages 77 to 95
Read the Audit Committee report
pages 71 to 76

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 63
Board activities in FY 2021
The Board makes decisions in order to ensure the long-term
success of the Group whilst taking into consideration the
interests of wider stakeholders as required under section
172(1) of the Companies Act 2006. Board meetings are one
of the mechanisms through which the Board discharges this
duty. Further information about stakeholder engagement
isincluded on pages 36 to 41.
Culture
Alphawave IP management believes the engineering
talent of its employees is critical to the Group’s success.
Alphawave IP’s highly technical and experienced
management team has created an engineering-focused
culture that has enabled the Group to hire and retain some
of the best engineering talent in wired connectivity IP, with
research and development/engineering comprising over
85% of Alphawave IP’s workforce. In recognition of the
Group, TSMC, the largest semiconductor manufacturing
foundry in the world, awarded Alphawave IP as Open
Innovation Platform Partner of the Year for High-Speed
SerDes in 2021 for the second year in a row, validating the
value that the Group brings to customers and partners.

64 Alphawave IP Group plc | Annual report and financial statements 2021
Division of responsibilities
Roles and responsibilities of the Board
The Group’s governance is designed to encourage a clear
understanding and delivery of its strategy. The Board has
accountability for the oversight, governance, direction,
long-term sustainability and success of the business and
affairs of the Group and is responsible to stakeholders for
creating and delivering sustainable shareholder value.
The Board is also responsible for:
• approving the Group’s business strategy proposed by
management, as well as setting its purpose, values,
standards and culture and ensuring that these are
aligned;
• oversight of effective Group risk management and
internal control processes including a robust assessment
of the Group’s emerging and principal risks; and
• the approval of any changes relating to the Group’s
capital, corporate and/or listed structure.
The Board has delegated certain responsibilities to
its Committees and, in compliance with the Code, has
established an Audit Committee, a Nomination Committee
and a Remuneration Committee. The terms of reference
foreach of the Board’s Committees were most recently
updated and approved in December 2021 and are available
to view on the Group’s website: www.awaveip.com/
en/investors/corporate-governance/. The Committee
Chairs areresponsible for reporting to the Board on
theCommittees’ activities.
Board composition
The Board is comprised of ten Directors: the Executive Chair,
three Executive Directors, six Non-Executive Directors,
one of whom is the Senior Independent Director and two
of whom take on a Committee Chair role. Jan Frykhammar
is the Senior Independent Director and Chair of the Audit
Committee. Victoria Hull is Chair of the Remuneration
Committee. John Lofton Holt is Chair of the Board and of the
Nomination Committee. The Code recommends that at least
half the board of directors of a UK premium listed company,
excluding the chair, should comprise non-executive directors
determined by the board to be independent in character and
judgement and free from relationships or circumstances
which may affect, or could appear to affect, the director’s
judgement. The Company regards all of the Non-Executive
Directors as ‘Independent Non-Executive Directors’ within
the meaning of the Code and free from any business or other
relationship that could materially interfere with the exercise
of their independent judgement. The Board also considers
that it has complied with the requirements of the Code
in relation to the balance of executive and Independent
Non-Executive Directors on the Board, and the composition
of the Company’s Audit Committee, Remuneration
Committee and Nomination Committee.
The roles of the Executive Chair and the
ChiefExecutiveOfficer
The roles of the Executive Chair and the Chief Executive
Officer are clearly segregated. The Executive Chair leads
the Board, facilitating engagement at meetings by drawing
on members’ skills, experience and knowledge, and is
responsible for the Board’s overall effectiveness and
oversight of the management of the Group. The Chief
Executive Officer is responsible for the proposal and
delivery of strategy, theday-to-day management of the
Group and for ensuring information is presented to the
Board to enable it to make decisions effectively.
Corporate governance statement continued
Details of our business model, strategy and
key risksfor the business can be found in our
strategicreport on pages 22 to 25

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 65
Meeting attendance
The names of the Directors who served during FY 2021 are setout in the table below, together with their attendance at
Board and Committee meetings held.
Each Director’s attendance at Board and Committee meetings is considered part of the formal annual review of their
performance. When a Director is unable to attend a Board or Committee meeting, they communicate their comments and
observations on the matters to be considered in advance of the meeting via the Executive Chair, the Senior Independent
Director or the relevant Board Committee’s Chair for raising, asappropriate, during the meeting. Despite the challenges
posed by COVID-19, the Directors’ external appointments had no or extremely limited impact on their attendance
ofBoardand Committee meetings.
The table below shows the number of scheduled Board and Committee meetings attended by each Director during the year
against the total number of possible meetings in respect of each Director.
Audit Remuneration Nomination
Name
1,2
Board
4,5,6
Committee Committee Committee
3
John Lofton Holt 3/3 n/a n/a —/—
Tony Pialis 3/3 n/a n/a —/—
Daniel Aharoni 3/3 n/a n/a —/—
Jan Frykhammar 3/3 3/3 2/2 —/—
Victoria Hull 3/3 3/3 2/2 —/—
Michelle Senecal de Fonseca 3/3 3/3 n/a —/—
Susan Buttsworth 3/3 n/a n/a —/—
Rosalind Singleton 3/3 n/a n/a —/—
Paul Boudre
6
2/3 n/a 1/2 —/—
Sehat Sutardja
6
1/3 n/a n/a —/—
1. The composition of the Board and its Committees is shown as at
31December 2021 and remains unchanged as at the date of this
document.
2. The Disclosure Committee has been omitted from the above table asit
meets on an ad-hoc basis, rather than a scheduled basis. Itmettwice
during the period under review.
3. Given the relatively short period between the IPO and the end of
the financial period, there have been no meetings of the Nomination
Committee during the reporting period.
4. The attendance table reflects the number of Board meetings held
from the IPO until 31 December 2021. The Board also met on several
occasions prior to the IPO.
5. The Board held several additional ad-hoc and sub-committee meetings
during the period to deal with urgent matters. All Board members
whowere able to attend did so.
6. Paul Boudre was unable to attend the August Board and the December
Remuneration Committee meetings and Sehat Sutardja was unable
to attend the September and December Board meetings due to prior
commitments which were communicated to and agreed by the Board
inadvance.

66 Alphawave IP Group plc | Annual report and financial statements 2021
Composition, succession and evaluation
John Lofton Holt
Chair of the Nomination Committee
I am pleased to present Alphawave IP’s first Nomination
Committee report, covering the period since the IPO on
18May 2021 to the end of our initial financial reporting
period on 31 December 2021, to provide an insight into
howthe Committee has discharged its responsibilities to
date and its plans for the forthcoming year.
As part of the preparations for the IPO and prior to
Admission, the Group formed a Nomination Committee,
whoamongst other key activities covered in thisreport,
reviewed the independence of the Independent
Non-Executive Directors and recommended their election
to the Board. TheNomination Committee determined that
they were all independent in character and judgement and
that there were no relationships or circumstances which are
likely to affect their judgement.
Committee composition
The Nomination Committee is comprised of John Lofton
Holt as Chair and its other members are Jan Frykhammar
and Susan Buttsworth, both Independent Non-Executive
Directors. The biographies of each member of the
Committee are set out on pages 54 to 57.
The UK Corporate Governance Code 2018 (the ‘Code’)
recommends that a majority of the members ofa nomination
committee should comprise independent non-executive
directors. The Board considers that the Company complies
with the recommendations of the Codein this respect.
“ I am pleased to present
Alphawave IP’s first
Nomination Committee report.”
Nomination Committee report

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 67
Key activities
The Nomination Committee assists the Board in
dischargingits responsibilities relating to the composition
and make-up of the Board and any Committees of the
Board. It is also responsible for periodically reviewing the
Board’s structure and identifying potential candidates to be
appointed as Directors or Committee members as the need
may arise. The Nomination Committee is responsible for
evaluating the balance of skills, knowledge and experience
and the size, structure and composition of the Board and
Committees of the Board, retirements and appointments
of additional and replacement directors and Committee
members and will make appropriate recommendations
tothe Board on such matters.
Key areas of focus during the period
Due to a number of the key activities being undertaken
pre-IPO and the short period between the IPO and end
of the financial period, the Nomination Committee held
no meetings during the reporting period. The Nomination
Committee considers that the Independent Non-Executive
Directors continue to demonstrate effective performance,
enthusiasm and commitment to the role and have sufficient
time to meet their responsibilities.
In accordance with the Code, all Directors will retire at the
forthcoming AGM and the Board, upon the recommendation
of the Nomination Committee, has recommended their
election by shareholders.
Focus areas for 2022
As part of the Nomination Committee’s forward planning,
it intends to carry out the following key tasks for the next
financial year:
• planning for the first full annual evaluation of
effectiveness of the Board and its Committees;
• a review of the Board composition, skills matrix
and succession planning, both at Board and senior
management level; and
• setting diversity objectives and strategies for the Group,
and monitoring the impact of diversity initiatives.
Succession planning
Careful consideration was given to the independence,
composition and balance of the Board prior to IPO.
TheNomination Committee is satisfied that the Board has
the appropriate range of skills, experience, independence
and knowledge of the Group to enable it to discharge its
duties and responsibilitieseffectively.
Continuous evaluation will be carried out as the Company
matures, to ensure that the composition of the Board
continues to be appropriate for the needs of the Group
andits long-term success.
One of the Nomination Committee’s key priorities for the
year ahead is to establish a succession plan for the Board
and senior management team. In doing this, the Nomination
Committee intends to build upon and strengthen the work
performed prior to IPO.

68 Alphawave IP Group plc | Annual report and financial statements 2021
Composition, succession and evaluation continued
Nomination Committee report continued
Board evaluation
The first annual evaluation of the operation and
effectiveness of the Board, its Committees and individual
Directors has not yet fallen due. It will take place during
the current financial year, with the process and outcomes
of theevaluation reported on in the next annual report.
TheBoard intends to comply with the Code guidance that
anexternally facilitated evaluation should take place at least
every three years.
Election and re-election
In accordance with the Company’s Articles, a Director
appointed by the Board must stand for election at the first
AGM subsequent to such appointment and other Directors
must stand for re-election annually. Accordingly, as this is
the first AGM of the Company, all Directors will stand for
election at the Company’s 2022 AGM.
The Board considers that all the current Directors continue
to be effective; are committed to their roles; and have
sufficient time available to perform their duties. The Board
therefore recommends the election of all Directors.
Induction of new Directors and Board training
Prior to Admission, the Company’s external lawyers
provided all Directors with training in respect of their
legal, regulatory and governance duties, responsibilities
and obligations. All Directors who had not previously
worked with the Group then participated in a range of
meetings with members of the senior management team
to familiarise them with the business and its strategy and
goals. Equivalent arrangements will be put in place for
future Board appointments. Regular updates are given at
each Board meeting on market and industry activities and
any relevant changes to the business. The Board holds an
annual strategy offsite meeting. The first scheduled strategy
meeting took place on 30 March 2022.
In 2021, dedicated Directors’ training sessions included
sessions on:
• duties and responsibilities of Directors of UK listed
companies;
• potential liabilities in connection with an offer of shares
tobe admitted to the UK Official List; and
• executive remuneration landscape and trends.
Specific business-related presentations are given to
the Board by senior management and external advisers
whenappropriate.
The training needs of the Directors are periodically
discussed at Board meetings and briefings are arranged
onkey issues. A corporate governance update is a standing
item at most Board meetings. Additional training is available
on request, where appropriate, so that Directors can update
their skills and knowledge as applicable.
The Board plans training on a forward-looking basis,
collecting feedback from Non-Executive Directors on topics
of interest. Board members receive formal papers a week
ahead of each Board or Committee meeting, which enables
them to make informed decisions on the issues under
consideration. In addition to formal Board meetings, the
Executive Chair maintains regular contact throughout the
year with the Chief Executive Officer, Chief Financial Officer
and Group management team to discuss specific issues.
The Company Secretary acts as an adviser to the Board on
matters concerning governance and ensures compliance
with Boardprocedures. All Directors had access to the
Company Secretary’s advice since IPO and throughout
2021. Directors may also take independent professional
advice at the Company’s expense if required. In the event
that any Director has concerns about the running of the
Group, or a proposed action that cannot be resolved within
the Board forum, these may be reflected in the Board
minutes. The Company Secretary circulates minutes of
each Board and Committee meeting following the meeting
for comment and approval to ensure an accurate record
iscaptured.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 69
Diversity
At Alphawave IP, ensuring diverse representation and
thebold ideas it creates is something we take seriously
fromthe top down.
Diversity is one of the strongest assets of our organisation.
The Group is committed to promoting the recognition and
appreciation of our diverse and rich culture and believes
thatit is critical to its success to promote freedom
of thoughtand opinion in a respectful environment.
Thedecisions we make are rooted by respectfully
considering each other’s thoughts and opinions and
byworking towards a greater common goal.
The Group recognises the importance of having a
diverseBoard, including in terms of gender and ethnicity.
Webelievethat having Board members who collectively
possess a broad range of social, educational and
professional backgrounds, together with different skills,
experiences and cognitive strengths will contribute
towards a high-performing business. As set out in the IPO
documentation, management believes that Alphawave IP’s
engineering-focused workforce, management team and
diverse and experienced Board of Directors differentiate it
from the competition and are critical to the Group’s success
in its marketplace.
At the date of this report, I am proud to report that the Board
has 40% female representation on its Board of Directors.
Four of our six Independent Non-Executive Directors
are women, who are leading figures in global technology
companies. It is reflective of our diverse workforce, which
is over 15% female and where 75% of our global workforce
identifies with a minority group.
Further, we acknowledge the recommendations of
the Parker review in relation to ethnic and cultural
representation on listed company boards, but have not at
this stage set a target, noting that the review is applicable
only to premium listed FTSE 350 companies.
Board gender diversity
Board experience
Board geographic diversity
4:6
Female
Male
Financial M&A Strategy
Semi-
conductors Telecoms
Data
networking
John Lofton Holt
Tony Pialis
Daniel Aharoni
Sehat Sutardja
Jan Frykhammar
Michelle Senecal
de Fonseca
Rosalind
Singleton
Paul Boudre
Susan
Buttsworth
Victoria Hull
John Lofton Holt
Tony Pialis
Daniel Aharoni
Sehat Sutardja
Jan Frykhammar
Michelle Senecal de Fonseca

Rosalind Singleton
Paul Boudre
Susan Buttsworth
Victoria Hull

70 Alphawave IP Group plc | Annual report and financial statements 2021
Composition, succession and evaluation continued
Nomination Committee report continued
Diversity continued
When considering Board appointments and internal
promotions at senior level, the Group will continue to take
account of relevant voluntary guidelines in fulfilling their role
regarding diversity, while seeking to ensure that each post is
offered strictly on merit against objective criteria to the best
available candidate.
The Nomination Committee will continue to consider
the structure, size and composition of the Board and its
Committees when contemplating new appointments and
succession planning for the year ahead. A range of diversity
factors will be taken into account in determining optimal
composition, together with the need to balance their
composition and refresh this progressively over time.
Succession planning, Board independence
andtenureofservice
New Directors will typically be appointed by the Board
and then put forward for election by shareholders at the
subsequent AGM.
All Non-Executive Directors are appointed for initial terms
oftwo three-year terms and may be terminated by either
party upon one month’s written notice or by shareholder
vote at the AGM. The Non-Executive Directors do not have
any entitlement to compensation (or payment in lieu of
notice) if they are not re-elected by shareholders following
any retirement.
Full details of the remuneration of the Non-Executive
Directors can be found on pages 77 to 95 of this document
in the Directors’ remuneration report.
John Lofton Holt
Chair of the Nomination Committee
29 April 2022

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 71
Audit Committee report
Dear shareholders,
I am delighted to present my first report as Chair of the
Audit Committee. The report provides a summary of the
Audit Committee’s role and activities for the period from
the IPO on 18 May 2021 to the end of our initial financial
reporting period ending on 31 December 2021, and up to
the Last Practicable Date, to provide an insight into how
the Committee has discharged its responsibilities. I trust
you will find this report to be informative and that you take
assurance from the work we have undertaken.
Our external auditor KPMG attended all three of the Audit
Committee meetings held during the financial period since
IPO. The Executive Chair, the Chief Executive Officer, Chief
Financial Officer and other members of management attend
by invitation.
During the period since IPO, the Audit Committee reviewed
other significant accounting matters with appropriate
challenge and debate. The Audit Committee has reviewed
the content in the annual report and believes that this
explains our strategic objectives and is fair, balanced and
understandable.
Whilst this Audit Committee report contains some of the
matters addressed during the year, it should be read in
conjunction with the external auditor’s report starting on
page 101 and the financial statements of the Group and
Company in general.
“ I am delighted to present
myfirstreport as Chair
oftheAudit Committee.”
Jan Frykhammar
Chair of the Audit Committee
Audit, risk and internal control

72 Alphawave IP Group plc | Annual report and financial statements 2021
Audit, risk and internal control continued
Audit Committee report continued
At the 2022 AGM, shareholders will vote on the Board’s
recommendation to appoint KPMG LLP as our external
auditor. During our financial year ending 31 December2022,
the Audit Committee will carry out a review of the
effectiveness and independence of KPMG, particularly
giventhe delay to publication of the annual results.
I would like to thank the members of the Audit Committee,
the management team and the external auditor for their hard
work and support during the Audit Committee’s first year of
operation, especially during this past year, when we have all
had to continue to work under the challenges imposed by
the pandemic.
Jan Frykhammar
Chair of the Audit Committee
29 April 2022
Role and key areas of activity
The role of the Audit Committee is to assist with the Board’s
oversight responsibilities in relation to the Group’s financial
and narrative reporting, the effectiveness of the internal
control and risk management framework, internal audit
(where appropriate) and the independence and effectiveness
of the external auditor. The following sections of this report
describe the key activities of the Audit Committee in each of
these areas. The Board approved the terms of reference of
the Audit Committee, which assists the Board in discharging
its responsibilities. For more information on the Committee’s
terms of reference visit: https://www.awaveip.com/en/
investors/corporate-governance/
Committee composition and meeting attendance
The Audit Committee is comprised entirely of Independent
Non-Executive Directors. The Audit Committee is chaired
by JanFrykhammar and its other members are Victoria
Hull and Michelle Senecal de Fonseca. The UK Corporate
Governance Code 2018 (the ‘Code’) recommends that
the Audit Committee should comprise at least three
independent non-executive directors and that at least
onemember has recent and relevant financial experience.
TheBoard considers that the Audit Committee complies
with the requirements of the Code intheserespects.
Three meetings have been held since IPO on 18 May2021
to 31 December 2021. The Executive Chair, Chief Executive
Officer and Chief Financial Officer, other members of the
finance team and external auditor attend the meetings by
invitation. Representatives of the external auditor attended
all of the meetings of the Committee. Eachscheduled
meeting is held in advance of a Board meeting, allowing
the Audit Committee Chair to report to the Board on the
key matters discussed. The Committee meets privately
without management present after scheduled meetings,
asnecessary. Private meetings are also held at least once
ayear with the external auditor to allow any issues of
concern to be raised.
The Chair of the Committee meets separately with the Chief
Financial Officer and the external auditor during the financial
year to ensure that the work of the Audit Committee is
focused on key and emerging issues.
Committee member Meetings attended
Jan Frykhammar (Chair of the Committee) 3/3
Victoria Hull 3/3
Michelle Senecal de Fonseca 3/3

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 73
Financial reporting
The primary role of the Audit Committee in relation to financial reporting is to review and monitor the integrity of the
financial statements, including annual and half-year reports, result announcements, and any other formal announcement
relating tothe Group’s financial performance.
In considering the Group’s first half-year report for the six months ended 30 June 2021, the Audit Committee conducted a
page turn of the report at its meeting in September 2021 and subsequently recommended the report to the Board for approval.
The Audit Committee approved the planned scope of the audit of the Company’s and Group’s 2021 annual financial
statements in October2021, including materiality, the audit cycle and the proposed timetable.
In the preparation of the Company’s and Group’s 2021 annual financial statements, the Audit Committee has assessed the
accounting principles and policies adopted, and whether management had made appropriate estimates and judgements.
The Audit Committee also reviewed and challenged the alternative performance measures used by the Group. This review
included evaluating our accounting policies as they relate to the alternative performance measures, the selection and
overall presentation of the alternative performance measures and the clarity and consistency of the reconciliations to
IFRSmeasures.
In doing so, the Audit Committee discussed management reports and enquired into judgements made. The Audit Committee
reviewed the reports prepared by the external auditor on the 2021 annual report.
The Audit Committee, together with management and KPMG, identified significant areas of financial statement risk and
judgementas described below.
Description of significant area Work undertaken by the Audit Committee and outcomes
Revenue recognition
Revenue recognition for the Group’s revenue
streamsis complex. This is an area of focus due to
the nature of the licensing transactions requiring
management to exercise significant judgement.
The Committee reviewed the assumptions and disclosures around revenue
recognition made by management.
The Committee was satisfied with the explanations provided and conclusions
reached in relation to revenue recognition.
See notes 2, 3 and 5 to the financial statements.
Related party transactions
Due to the nature of the technology industry,
andthe composition of our Board of Directors, there
areseveral related parties that the Group transacts
with and where disclosure may be required.
The Audit Committee supported KPMG’s audit approach which specifically
included the Group’s related parties. The Audit Committee reviewed the
results and recommendations within KPMG’s Audit Committee report and is
satisfied that the controls in place regarding identification of related party
transactions are appropriate, in accordance with accounting standards and
that the disclosures within this annual report are complete and accurate.
Initial Public Offering and associated
accounting
As a result of the listing, there are a number
of largeone-off expenses incurred and equity
transactions recognised.
The Audit Committee reviewed the assumptions made by management and
was satisfied that these were appropriately accounted for. Where the listing of
shares relates to both new and existing shares, the costs should be pro-rated
with only costs relating to new share issuance treated as offset against share
premium.

74 Alphawave IP Group plc | Annual report and financial statements 2021
Audit, risk and internal control continued
Audit Committee report continued
Fair, balanced and understandable
At the request of the Board, the Audit Committee has
reviewed the content of the 2021 annual report and
considered whether, taken as a whole, in its opinion it is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy. The Committee
was provided with an early draft of the annual report
and provided feedback on areas where further clarity or
information was required in order to provide a complete
picture of the Group’s performance. The final draft was then
presented to the Audit Committee for review before being
recommended for approval by the Board. When forming its
opinion, the Audit Committee reflected on discussions held
during the period and reports received from the external
auditor, and the following measures were adopted to ensure
that this annual report meets that requirement:
• factual content was verified by management;
• members of senior management undertook a
comprehensive review of the document to consider
messaging and balance;
• the Audit Committee reviewed a full draft of the
document, together with a summary of management’s
approach to the preparation of the narrative sections and
the annual financial statements;
• the Audit Committee considered whether there was
consistency between the key messages in this annual
report and the Group’s position, performance and
strategy, and between the narrative sections and the
Group’s annual financial statements;
• it also considered whether all key events reported to the
Board and its Committees during the year, both positive
and negative, were adequately reflected, together
with reporting by the external auditor of any material
inconsistencies;
• the Audit Committee reviewed and challenged the use
of alternative performance measures by the Group as
described in thefinancial review;
• a comprehensive review of the entire annual report
wascarried out by the Directors; and
• feedback from the Audit Committee and other Directors
on areas that would benefit from further clarity was
incorporated into this annual report ahead of final
approval.
The Audit Committee also considered whether the annual
report included sufficient and appropriate disclosures of
the impact of COVID-19 on the Group during the period
under review and from the financial year end to the Last
Practicable Date. Following the Committee’s review,
the Directors confirm that, in their opinion, the 2021
annual report, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy.
Risk management and internal control
The Audit Committee responsibilities include a review
of the risk management systems and internal controls to
ensure that they remain effective and that any identified
weaknesses are properly dealt with. The Audit Committee:
• reviews annually the effectiveness of the Group’s internal
control framework; and
• reviews reports from the external auditor on any issues
identified in the course of their work, including any
internal control reports received on control weaknesses,
and ensures that there are appropriate responses,
frommanagement.
The Group has internal controls and risk management
systems in place in relation to its financial reporting
processes and preparation of consolidated accounts.
These systems include policies and procedures to ensure
that adequate accounting records are maintained and that
transactions are recorded accurately and fairly to permit the
preparation of financial statements in accordance with IFRS.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 75
The internal control systems include the elements described below.
Element Approach and basis for assurance
Risk management Whilst risk management is a matter for the Board as a whole, the day-to-day management of the
Group’s key risks resides with the senior management team and is documented in a risk register.
The Executive Risk Committee is responsible for reviewing the risk register. A review and update of
the risk register will be undertaken by the Audit Committee on an annual basis and reviewed by the
Board. The management of identified risks is delegated to the senior management team, and regular
updates are given to executive management at monthly meetings.
Financial reporting Group consolidation is performed on a monthly basis with a month-end pack produced that includes
an income statement, balance sheet, cash flow and detailed analysis. The month-end pack also
includes KPIs, which are reviewed each month by the senior management team and the Board.
Results are compared against the budget or re-forecast and narrative provided by management to
explain significant variances.
Budgeting and re-forecasting An annual budget is produced and monthly results are reported against this. The budget is prepared
using a bottom-up approach, informed by a high-level assessment of market and economic
conditions. Reviews are performed by the senior management team and the Board. The budget is
approved by the Board.
Delegation of authority and
approval limits
A documented structure of delegated authorities and approval for transactions is maintained beyond
the Board’s terms of reference. This is reviewed regularly by management to ensure it remains
appropriate for the business.
Segregation of duties Procedures are defined to segregate duties over significant transactions, including procurement,
payments to suppliers and payroll. Key reconciliations are prepared and reviewed on a monthly basis
to ensure accurate reporting.
In addition to these internal assurances, the Audit
Committee took into account the findings from the
external auditor’s evaluation of the internal control
environment performed during the audit and other external
assurances commissioned, as well as its own observations
throughout the period under review. The Audit Committee
acknowledged the findings of the external auditor in relation
to the Group’s risk management and internal control
systems and where areas for improvement were identified,
there were processes in place to ensure that the necessary
actions would be taken by management and that these
outcomes would be monitored.
The Board considered the Audit Committee’s findings in
relation to the effectiveness of the Group’s systems of
risk management and internal control, and was satisfied
that throughout the year under review and up to the Last
Practicable Date, the Group’s risk management and internal
control environment continued to be effective.
Going concern and viability statement
The Audit Committee reviewed management’s schedules
supporting the going concern assessment and viability
statements. These included the Group’s medium-term
plan and cash flow forecasts for the period to H12025.
The Audit Committee discussed with management the
appropriateness of the three-year period and discussed the
correlation with the Group’s principal risks and uncertainties
as disclosed on pages 50 to 53. This three-year period aligns
with the Group’s internal forecasting framework, reflects
the Group’s high growth and evolving financial profile
and accommodates the impact of the Group’s announced
acquisitions.
The feasibility of mitigating actions and the potential
speed of implementation to achieve any flexibility required
were discussed. Scenarios covering events that could
adversely impact the Group were considered. The Audit
Committee evaluated the conclusions over going concern
and viability and the proposed disclosures in the financial
statements and satisfied itself that the financial statements
appropriately reflect the conclusions.
For additional detail, please refer to the external auditor’s
report and Strategic report contained in this annual report.

76 Alphawave IP Group plc | Annual report and financial statements 2021
Audit, risk and internal control continued
Audit Committee report continued
External auditor
During 2021, the Audit Committee approved the audit
plan and fee for the period ending 31 December 2021 and
reviewed KPMG’s findings in respect of the audit of the
financial statements for the period ended 31 December
2021. TheAudit Committee regularly met separately
with representatives from KPMG without management
present and with management without representatives of
KPMG present, to ensure that there were no issues in the
relationship between management and the external auditor
which it should address. There were none.
The year ended 31 December 2021 is the first year for which
Robert Seale will sign the auditor’s report as senior statutory
auditor. The Committee has reviewed, and is satisfied with,
the independence of KPMG LLP as the external auditor.
Non-audit services provided by the external auditor
The external auditor is primarily engaged to carry out
statutory audit work. There may be other services where
the external auditor is considered to be the most suitable
supplier by reference to their skills and experience. It is
the Group’s practice that it will seek quotes from several
firms, which may include KPMG, before engagements for
non-audit projects are awarded. Contracts are awarded
based on individual merits. The Audit Committee oversaw
the application of a formal policy on the procurement of
non-audit services. This policy is in place for the provision
of non-audit services by the external auditor, to ensure that
the provision of such services does not impair the external
auditor’s independence or objectivity and will be assessed
going forward in line with the FRC’s Ethical and Auditing
Standards.
The review of the half-year report, an assurance-related
non-audit service, was approved as part of the Audit
Committee approval of the external audit plan. All permitted
non-audit services require approval in advance by either the
Audit Committee Chair, the Audit Committee or the Board,
subject to the cap of 70% of the fees paid for the audit in the
last three consecutive financial years.
During the year, KPMG charged the Group £938,000
for assurance services. This figure includes one-off
assurance services regarding Admission of the Company
to the London Stock Exchange. This IPO-related fee was
aone-offserviceand will not be repeated in the future.
Other responsibilities
Focus areas for 2022
One of the Audit Committee’s roles is to oversee the
relationship with the external auditor, KPMG, and to evaluate
the effectiveness of the service provided and their ongoing
independence. Due to the fact that the period between IPO
and the publication of this report is less than a year, a formal
evaluation of the performance and effectiveness of the
external auditor has not been carried out. A statement will
be included in the next annual report detailing the upcoming
review of KPMG which will occur later in the financial year
ending 31 December 2022.
The Audit Committee will undertake a review of the need
for an internal audit function during the course of 2022 and
make recommendations to the Board as appropriate.
As part of the annual evaluation of the Board’s
effectiveness, the Audit Committee will undertake a review
of its own performance since IPO, its composition and terms
of reference.
Approved and signed on behalf of the Audit Committee.
Jan Frykhammar
Chair of the Audit Committee
29 April 2022

Directors’ remuneration report
“ As Chair of the Remuneration
Committee, I am pleased to present
our first report on Directors’
remuneration since Alphawave IP’s
IPOin May 2021.”
Victoria Hull
Chair of the Remuneration Committee
Remuneration
STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 77
Chair’s letter
As Chair of the Remuneration Committee, I am pleased to
present our first report on Directors’ remuneration since
Alphawave IP’s IPO in May 2021.
This report is divided into three sections:
• Remuneration Policy, which sets out the approach the
Remuneration Committee takes on Directors’ pay;
• details on what has been paid to Directors in 2021; and
• an outline of how we propose to pay Directors in 2022.
The Remuneration Policy, which was set out at a high level in
the IPO Prospectus, will be put to a binding shareholder vote
at our first AGM.
Remuneration in context
In 2021, the Committee convened to align on how we
willgovern executive pay at Alphawave IP – at the core of
this was ensuring a clear and rigorous focus on aligning pay
with performance but to equally give due consideration to
the experience of all ourkeystakeholders.
With that in mind, we have outlined below the key drivers
of our decisions in relation to the Executive Directors’
remuneration outcomes for the financial year.

78 Alphawave IP Group plc | Annual report and financial statements 2021
Remuneration in context continued
Corporate performance
Strategic priorities
• We diversified our business in terms of end-customers,
end-markets and geographies. We nearly doubled
our end-customer base from 11 to 20 and secured
design wins with numerous leading semiconductor
companies, including Samsung and Microchip, and
global hyperscalers.
• We increased our engineering and operational
capabilities, scaling headcount from 72 heads to
154heads by 31 December 2021.
• We expanded our product offering to address lower
process nodes, with further product IP wins and our
first two chiplet IP wins announced in Q4 2021.
Financial performance
• We grew our bookings for the year by 226% to
US$244.7m, including over 90% growth in bookings
from North American customers, excluding estimated
potential future royalties.
• We grew our revenues for the year by 173% to
US$89.9m, with first recognition of the subscription
licence agreements with VeriSilicon and WiseWave in
H22021.
• Despite a doubling in headcount, significantly ahead
of our plan, we achieved adjusted EBITDA margins of
58%, generating adjusted EBITDA of US$51.8m.
Stakeholder experience
Our shareholders
• We are committed to take wider stakeholder
experience into account when making decisions on
executive pay and we have noted the performance of
the shares since IPO and the factors contributing to
that performance.
• Promoting share ownership is a key principle of
Alphawave IP’s approach to remuneration across
the Group. We want all employees to be aligned
with shareholders so they can share in the success
of the Group and be invested in its growth story.
The Executive Chair and Chief Executive Officer, as
founders of the business, embody this philosophy,
having retained significant stock ownership in the
Company on IPO, toensure they are aligned to the
experience of new (and indeed, old) investors in
theCompany.
Our employees
• The 2021 average annual salary increase for the wider
workforce was 3.5% (the Executive Directors have
not received an increase and no increase is being
proposed for 2022), and all employees are eligible for
an annual bonus, with the average incentive outcome
being 20% of salary. Employees are also eligible to a
10% employer pension contribution – which aligns to
the Chief Financial Officer’s entitlement.
• Our primary focus during the COVID-19 pandemic
has been protecting the health and safety of our
employees and the communities in which we operate.
Therefore, we have provided our employees with the
ability to work from home, together with flexible work
schedules to take care of their families. We provided
employees with a variety of benefits and support
initiatives to address the inherent challenges of
working remotely during the pandemic.
• The philosophy behind Alphawave IP’s compensation
programme is to support the Group’s mission
andvalues. Aligned with an effective communication
plan, it is designed to support, reinforce and align
our values, business strategy, operational and
financial needs with a goal of growth and profitability.
Inalignment with our culture, we communicate openly
about the goals of the business. Alphawave IP works
hard to administer the compensation programme in
a manner that is consistent and free of discrimination
and is equitable to all employees regardless of race,
ancestry, place of origin, ethnic origin, citizenship,
creed, gender, sexual orientation, age, marital status,
family status ordisability.
• As a Canada-originated business competing in the IP
solutions sector, many of our employees are situated in
Canada or the United States. It is critical to our success
to ensure this talent is remunerated competitively.
Assuch, we consider a global high-tech talent market
when benchmarking pay for the organisation.
• Alongside our Workforce Engagement NED, the
Committee is committed to ensuring it has good
oversight over pay practices and policies of the wider
workforce and ensuring that any decisions made about
executive remuneration are considered in the context
of the wider workforce.
Remuneration continued
Directors’ remuneration report continued

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 79
Government support
• In early 2021, prior to our IPO, as a private Canadian
company with limited visibility on the duration, extent
and impact of the COVID-19 pandemic on our business,
we received US$55,000 in Canadian Emergency Wage
Subsidy to support wages to employees. This was
in addition to a grant of US$1.1m received in 2020.
Post-IPO, although entitled to further grants in Canada,
we have elected not to receive them. No government
assistance has been requested nor taken in the UK.
2021 remuneration
Taking the context set out above into account, the
Committee made the following decisions in respectof
remuneration in 2021:
Bonus
Performance exceeded target for both the revenue and
EBITDA metrics, weighted 60% and 40%, respectively. The
Committee determined that the outcome should be a target
payout (75% of salary/50% of maximum opportunity) for
the Chief Financial Officer, the only Executive Director that
participated in the bonus scheme for the 2021 financial year.
The Committee is comfortable that this outcome is both
fair and appropriate, having considered the performance
achieved as well as the wider stakeholder experience.
Athird of this award on a gross basis will be deferred into
shares, whichwill be held for a further two years.
Full details on the targets set and performance against
them can be found on page 90 in respect of the 2021
bonusscheme.
Long-term incentives
As Alphawave IP is only in its first year as a listed company,
there is no long-term incentive plan vesting to report.
No long-term incentive plan awards have been made to
Executive Directors yet, with the first planned to be made this
year (see section below).
Full details on Directors’ share interests in the Company,
including a share award made to the Chief Financial Officer
on recruitment, which has vested, can be found on page 92.
2022 Remuneration Policy and implementation
Base salary – no proposal to increase salary levels for any
of the Executive Directors.
Annual bonus – metrics will continue to be revenue (60%
weighting) and EBITDA (40%) as key strategic measures
for the Group’s success given its current growth phase.
Threshold, target and maximum target levels have been
approved by the Committee, and performance will be
assessed in the same way as those for the 2021 bonus,
taking due account of the wider stakeholder experiences
when determining the appropriate payout level, in addition
to the formulaic out-turn.
A third of the bonus earned will be deferred into shares
andrequired to be held for a further two-year period.
Whilethe Executive Chair and President & Chief Executive
Officer are eligible to participate in the annual bonus plan,
they have both waived participation again for the 2022
annual bonus, given their significant shareholdings, which
amount to over 100 times their respective salaries, already
provide significant alignment with Group performance.
SehatSutardja is not entitled to participate in any bonus
orvariable compensation arrangement. Therefore, the
ChiefFinancial Officer is the only Executive Director that will
participate and he has the opportunity to earn up to 150%
of salary for maximum performance, with target opportunity
being 50% of maximum.
Long-term incentive – the first award under the Alphawave
IP Group plc Long-Term Incentive Plan (LTIP) will be made
to the Chief Financial Officer in May 2022, with a face value
of 205% of salary. The award will be subject to relative Total
Shareholder Return (TSR) (70% weighting) and EPS growth
(30% weighting) performance metrics. TSR performance
will be measured relative to two different indices with an
equal weighting on each. These are the FTSE 250 Index
and the FTSE All-World Technology Index, to reflect both
our UK listing and our competitive business position in the
global technology market. More details on these metrics
and targets for each can be found on page 91. While the
Executive Chair and President & Chief Executive Officer
are eligible to participate, again they have both waived
participation for the 2022 LTIP award as their significant
holdings already inherently provide alignment with other
shareholders. Sehat Sutardja is not entitled to participate
inany bonus or variable compensation arrangement.
Full details on the Policy (including pension and
benefits,shareholding guidelines and malus and clawback
provisions) and further information on the proposed
implementation of the Policy can be found on pages 82
to89.
I hope you find that this report clearly explains the
remuneration approach we have taken and how we will
implement the Policy in 2022. I look forward to yoursupport
at the 2022 AGM in respect of the resolutions relating to the
Policy and this report.
Victoria Hull
Chair of the Remuneration Committee
29 April 2022

80 Alphawave IP Group plc | Annual report and financial statements 2021
Remuneration continued
Directors’ remuneration report continued
Remuneration at a glance
Component 2021 (year ending 31 December 2021) 2022 (year ending 31 December 2022)
Fixed pay
Base salary level • John Lofton Holt, Executive Chair: £450,000
• Tony Pialis, President & Chief Executive
Officer: £450,000.
• Daniel Aharoni, Chief Financial Officer:
£365,000.
• Sehat Sutardja, Executive Director: £85,000
(part-time working arrangement).
• No increase from 2021.
Benefits • Private medical cover for the President &
Chief Executive Officer and Chief Financial
Officer.
• No change from 2021, other than that
the Executive Chair will also receive
private medical cover, in line with his
employmentagreement.
Pension • Only the Chief Financial Officer participates
• Chief Financial Officer entitlement: 10% of
salary, aligned with wider workforce.
• No change from 2021.
Variable pay
Annual bonus • Executive Chair and President & Chief
Executive Officer eligible but only the
Chief Financial Officer participated.
• Chief Financial Officer opportunity (% of
salary): Target 75% / Maximum 150%.
• Measures: Revenue (60%) and EBITDA (40%).
• Deferral: 1/3 deferred into shares over
twoyears.
• No change from 2021.
Long-term incentives • No awards made. • Executive Chair and President & Chief
Executive Officer eligible but only the
Chief Financial Officer willparticipate.
• Chief Financial Officer opportunity (% of
salary): Maximum205%.
• Measures: relative TSR (70%) and EPS (30%).
• Performance/holding period: three-year
performance plus two-year holding period.
Our governance
Our link between remuneration and strategy
Alphawave IP’s strategic priorities as detailed on pages 24 and 25 are designed to maintain Alphawave IP’s leading
technology position, enabling it to expand its position at its existing customers and win new customers, generating
profitable growth whilst retaining and motivating employees.
The proposed Remuneration Policy (the ‘Policy’) is designed to ensure a strong link between remuneration, the strategic
priorities and delivery of objectives.
Incentive scheme targets are carefully considered by the Committee to ensure they reward performance and are correctly
calibrated. Targets used in the incentive schemes are then monitored and progress measured by reference to many
of the reported KPIs. With the continuing development of the Group’s approach to sustainability, we are committed to
understanding the most material ESG factors to Alphawave IP as a business with a view to embedding these into the
executive remuneration framework, to align with the Group’s strategy, in future years.
For further details on how our Policy links to strategy, see the Policy table on pages 82 to 84.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 81
UK Corporate Governance Code 2018 (the ‘Code’) –Provision40alignment
The table below explains how the Remuneration Committee has addressed the factors set out in Provision 40 of the Code.
Clarity
Remuneration arrangements should
be transparent and promote effective
engagement with shareholders and
theworkforce.
The Remuneration Committee has aimed to incorporate simplicity and transparency
into the design and delivery of our Remuneration Policy. The remuneration structure is
simple to understand for both participants and shareholders and is aligned to the strategic
priorities ofthe business.
We aim for disclosure of the Policy and how it is implemented to be in a clear and succinct
format.
Simplicity
Remuneration structures should
avoidcomplexity and their rationale and
operation should be easy to understand.
Our remuneration arrangements for Executive Directors are purposefully simple,
comprising of fixed pay (salary, benefits, pension/pension salary supplement), a short-term
incentive plan (annual bonus scheme) and a long-term incentive plan (LTIP).
Risk
Remuneration arrangements should
ensure reputational and other risks
fromexcessive rewards, and behavioural
risks that can arise from target-based
incentive plans, are identified
andmitigated.
The Policy includes a number of points to mitigate potential risk:
• defined limits on the maximum opportunity levels under incentive plans;
• provisions to allow malus and clawback to be applied, whereappropriate;
• performance targets calibrated at appropriately stretching butsustainable levels; and
• bonus deferral, LTIP holding periods, in-employment andpost-employment
shareholding requirements ensuring alignment of interests between Executive Directors
and shareholders and encouraging sustainable performance. Forfounder Executive
Directors, actual shareholding levels are far in excess of these requirements, providing
astrong alignment between individual and investor interests.
Predictability
The range of possible values of rewards
to individual Directors and any other
limits or discretions should be identified
and explained at the time of approving
the policy.
We aim for our disclosure to be clear to allow shareholders to understand the range of
potential values which may be earned under the remuneration arrangements.
Proportionality
The link between individual
awards,thedelivery of strategy and the
long-term performance of the Group
should be clear. Outcomes should not
reward poor performance.
A significant part of an Executive’s reward is linked to performance with a clear line of
sight between business performance and the delivery of shareholder value. For founder
Executive Directors, thesignificant shareholding levels provide a strong alignment between
individual and investor interests.
Alignment toculture
Incentive schemes should drive
behaviours consistent with Group
purpose, values and strategy.
The incentive arrangements and the performance measures used are strongly aligned to
those that the Board considers when determining the success of the implementation of the
Group’s purpose, values and strategy. In determining that success, the Board has regard to
the impact of the Group’s purpose, values and strategy on the financial performance of the
business, including the revenues and profitability, and how that performance is reflected
in the Company’s share price over the medium and long term. The Board is able to review
targets, measures and weightings for both the Short-Term and Long-Term Incentive Plans
on an annual basis to ensure that they continue to be aligned with the Group’s purpose,
values and strategy.

82 Alphawave IP Group plc | Annual report and financial statements 2021
Directors’ remuneration report continued
Remuneration Policy
This section sets out the Company’s first Directors’
Remuneration Policy which has been prepared
in accordance with the Large and Medium-sized
Companiesand Groups (Accounts and Reports) Regulations.
ThePolicy will be subject to a binding shareholder vote at
the 2022 AGM and, subject to shareholder approval, will
become effective from the date of the AGM.
Our Policy was determined as part of our preparations for
IPO and it does therefore not take into account the views of
shareholders other than those shareholders immediately
prior to the IPO. The Policy as set out below is consistent
with the quantum and structure of pay outlined in the
Prospectus published ahead of the Company’s Admission
to the London Stock Exchange (LSE) and is based on advice
provided by Willis Towers Watson.
Alphawave IP is committed to maintaining high standards
ofcorporate governance and to making consistent annual
improvements in its corporate governance practices in order
to reflect evolving legal requirements, critical ESG themes,
investor expectations and wider stakeholder considerations.
Therefore, the principles of the Code were taken into
account when developing this first Policy post-Admission
to the LSE. The Committee will also seek to develop and
maintain an open and constructive dialogue with current
and future investors on the approach it takes to Director
remuneration. In the event that any material changes
to the Policy or its implementation are proposed, the
Committee will engage in a consultation with shareholders
as appropriate.
Remuneration Policy table for Executive Directors
Purpose and link
tostrategy Operation
Maximum
opportunity
Performance
measures
Fixed remuneration
Base salary
To attract and retain executives
of the right calibre to
successfully develop and execute
on an intensive and ambitious
emerging markets business
strategy aimed at driving
shareholder returns overtime.
Base salaries will typically be
reviewed annually, with any
increases normally effective
from 1 January.
Base salary levels take
accountof:
• the individual’s role,
performance and experience;
• business performance,
individual track record and
the external environment;
• salary increases for senior
management and other
employees; and
• salary levels for comparable
roles at relevant global
businesses.
No recovery or
withholdingapplies.
Whilst there is no prescribed maximum, salary
increases will generally be in line with those of the
wider workforce.
Increases may be made above this level where
theCommittee considers it appropriate, including
(butnotlimited to) asignificant increase in
the scale, scope, market comparability or
responsibilities of the role, bearing in mind
potential growth and increased complexity
ofthebusiness.
Where an individual has been appointed on a
salary lower than market levels, increases above
the wider workforce may be made to recognise
experience gained and performance in the role.
Such increases will be explained in the relevant
year’s Annual Report onRemuneration.
None.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 83
Purpose and link
tostrategy Operation
Maximum
opportunity
Performance
measures
Fixed remuneration continued
Benefits
To provide market-competitive
benefits.
Benefits typically include
participation in car schemes,
private health insurance,
disability insurance, travel
insurance and life insurance.
Where appropriate, other
benefits may be offered,
including, but not limited
to,allowances for relocation.
Executive Directors will be eligible
to participate in all-employee
share schemes which may be
established in the future, on the
same terms as other employees
and subject to the limits defined
in the plan rules.
No recovery or withholding
applies.
Benefits provided may
vary by role and individual
circumstance and are
reviewedperiodically.
There is no overall maximum.
None.
Pension (or cash allowance)
To provide market competitive
retirement benefits in line with
the global workforce.
Executive Directors may
participate in a defined
contribution scheme. Individuals
may receive a cash allowance
in lieu of some or all of their
pension contribution.
No recovery or withholding
applies.
Pension contribution or
cash payment is equal to
the maximum employer
contribution available
to employees under the
Defined Contribution scheme
(currently 10% of salary) in
line with the wider workforce.
None.
Performance-related variable remuneration
Short-Term Incentive Plan (STIP)
To provide alignment between
the successful delivery of annual
strategic business priorities and
reward.
The bonus is earned based on
the achievement of one-year
performance targets and
is delivered in cash or a
combination of cash and
deferred shares.
At least one-third of gross bonus
will be deferred into shares,
typically for a period of two
years. Dividend equivalents may
be accrued on deferredshares.
Malus and clawback provisions
may be applied in exceptional
circumstances as detailed in the
notes to this table.
The overall policy maximum
for Executive Directors is
180% of basic salary.
The bonus pays out from
threshold at 25% to target at
50% and 100% at maximum
performance.
Performance measures, weightings
and targets are reviewed annually
and set at the beginning of the
year to ensure they are stretching
and they continue to support the
achievement of the Group’s key
strategic priorities.
The bonus will be based on a
combination of financial, operational,
strategic and individual measures.
At least 60% of the bonus will be
based on financial measures, which
may include (but are not limited to)
revenue and adjusted EBITDA.
The Committee has the discretion to
adjust the bonusoutcomes to ensure
theyare reflective of underlying
business performance and any other
relevant factors. The Committee
will consult with major shareholders
where appropriate before the use of
discretion to increase theoutcome.

84 Alphawave IP Group plc | Annual report and financial statements 2021
Remuneration Policy continued
Directors’ remuneration report continued
Remuneration Policy table for Executive Directors continued
Purpose and link
tostrategy Operation
Maximum
opportunity
Performance
measures
Performance-related variable remuneration continued
Long-Term Incentive Plan (LTIP)
To incentivise and reward
participants over the long term
for sustained performance and
delivery of the business strategy
andshareholder value.
Provides longer-term alignment
with the shareholder experience.
LTIP awards will typically be
made annually and consist
of rights to shares (or a
cash equivalent) subject to
performance conditions. Awards
will normally vest no less than
three years after the respective
award grant date, based on
satisfaction of the defined
performance metrics.
Vested shares are subject to
a holding period of two years
(shares may be sold at vesting to
satisfy any tax-related liabilities).
Dividend equivalents may be
accrued on shares.
Malus and clawback provisions
may be applied in exceptional
circumstances as detailed in the
notes to this table.
The overall policy maximum
forExecutive Directors
is300% of basic salary.
For threshold performance,
payment starts at 25%.
The targets, measures and
weightings will be determined
annually by the Committee prior
tothe grant of the award.
This is likely to include a market
measure (such as relative TSR)
andan internal financialmeasure.
The Committee will set the
measures and weightings each
year, and has discretion to adjust
the number of shares vesting from
the formulaic application of the
performance conditions based on a
review of underlying performance
of the Group. The Committee will
consult with major shareholders
whereappropriate before theuse of
any material discretion to increase
theformulaic outcome.
For 2022, the Committee has
selected relative TSR and EPS
growth as the appropriate measures,
as they align with long-term
shareholder interests.
Shareholding policy
To provide alignment between
the interests of Executive
Directors and shareholders
over the longer term.
Shareholding guidelines will
be 200% of basic salary for all
Executive Directors, to be built
up over a five-year period from
their date of appointment to
the Board. For the purposes
of the policy, shares which are
beneficially owned will count,
aswill unvested shares which are
not subject to any performance
conditions (on a net of tax basis).
Post-cessation
shareholdingpolicy
All Executive Directors will
be required to maintain the
in-employment guideline or their
actual shareholding at the point
of leaving for lesser of the two
years post-cessation.
Not applicable. Not applicable.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 85
Notes to the Policy table
Operation of incentive plans
The incentive plans will be operated within the Policy at
alltimes and in accordance with the relevant plan rules
and the Listing Rules. There are a number of areas over
which the Committee retains flexibility, as detailed below:
• who participates in each plan;
• the timing and size of an award and/or payment
(subjectto any maximums indicated in the table above);
• the performance measures, weightings and targets that will
apply each year and any intra-period adjustments thereof;
• treatment of leavers; and
• amendments of plan rules in accordance with their terms.
Where appropriate, any use of discretion by the
Committeewill be disclosed in the relevant Annual Report
on Remuneration and may be subject to consultation with
the Company’s shareholders.
Malus and clawback provisions
Consistent with best practice, malus and clawback
provisions will be operated at the discretion of the
Committee in respect of both the annual bonus and LTIP
where it considers that there are exceptional circumstances.
Such exceptional circumstances include those relating to
material misstatement of accounts, errors in calculating the
LTIPaward, corporate failure and, a participant’s conduct
resulting in material reputational damage.
Clawback may be applied from the point of payment for the
bonus for a period of up to three years and, for the LTIP,
from vesting until the fifth anniversary of the award (or two
years from vesting, for a three-year award).
Discretion
The Committee recognises the importance of ensuring that
pay reflects performance aligned with the Group’s strategy,
ambitions and risk appetite.
Consequently, and in line with the Code, the Committee
expects to review formulaic outcomes to ensure alignment
with Alphawave IP’s long-term goals and shareholder
and stakeholder experience, and may apply appropriate
judgement and adjustments, upwards or downwards.
Inaddition, theCommittee may amend formulae,
performance metrics and targets to reflect changes
in Groupstrategy, acquisitions or disposals or other
exceptional circumstances. Such exercise of judgement
ordiscretion shall be disclosedin the remuneration report.
Existing arrangements
Payments may be made to satisfy commitments made
prior to the approval of this Policy. This may include, for
example, but without limitation, payments made to satisfy
legacy arrangements agreed prior to an employee (and not
in contemplation of) being promoted to the Board. All such
outstanding obligations may be honoured, and payment will
be permitted under this Policy.
The Chief Financial Officer holds 2.8m shares resulting from
arrangements made before the IPO. These normally vest in
36 equal instalments on a monthly basis as from December
2021 but the Board can allow earlier vesting and they will
vest in full on a change of control. He cannot normally sell
the shares until vesting and if he leaves (other than for one
of the good leaver reasons listed below in relation to the
LTIP) he may be required to sell the shares for the lesser
ofthe price paid for them or their then market value.
Minor amendments
The Committee may make minor amendments to
the Policy (forexample for tax, regulatory, exchange
control or administrative purposes) without obtaining
shareholderapproval.

86 Alphawave IP Group plc | Annual report and financial statements 2021
Remuneration Policy continued
Directors’ remuneration report continued
£1.0m
Minimum
Target
Maximum
Maximum with 50%
share price growth
Minimum
£2.6m
Maximum
Target
£2.0m
£85k
Maximum with 50%
share price growth
Minimum
Tony PialisJohn Lofton Holt Daniel Aharoni
Maximum with 50%
share price growth
Minimum
Sehat Sutardja
£85k
Target Target
£2.6m
£85k
Maximum with 50%
share price growth
£460k
Maximum
£2.0m
£2.2m
£85k
Maximum
£1.0m
£405k
£866k
£1.7m
Fixed remuneration
Annual bonus Long-term incentives
£0
£500,000
£1,000,000
£1,500,000
£2,000,000
£2,500,000
£3,000,000
100%
45%
33%
22%
22%
33%
45%
17%
30%
53%
£452k
100%
44%
33%
23%
22%
33%
45%
17%
30%
53%
100%
100% 100%
100%
100%
47% 24%
32%
44%
19%
29%
52%
32%
21%
Illustrations of application of the Policy
The graphs below provide estimates of the potential reward opportunity for the current Executive Directors and the split
between the three different elements of remuneration under three different performance scenarios: ‘Minimum’, ‘Target’
and ‘Maximum’. In line with the reporting regulations, ascenario assuming 50% share price growth over the three-year
LTIPperformance period is also shown below. The assumptions used for these charts are set out in the table below.
The bar charts are part shaded for the Executive Chair and President & Chief Executive Officer to show the theoretical
entitlement under the Policy (at the same opportunity level as for the Chief Financial Officer), for which they have opted
towaive participation for 2021 and 2022. Sehat Sutardja is not entitled to participate in any incentive arrangements.
Illustrative scenario analysis (2022)
Minimum
• Fixed remuneration (salary, pension and benefits) only
• No payout under the STIP or LTIP vesting
Target
• Fixed remuneration
• 50% of maximum payout under the STIP
• 25% of maximum vesting under the LTIP
Maximum
• Fixed remuneration
• 100% of maximum payout under the STIP
• 100% of maximum vesting under the LTIP
Maximum + 50% shareprice
growth
• Fixed remuneration
• 100% of maximum payout under the STIP
• 100% of maximum vesting under the LTIP
• 50% assumed share price growth over three-year LTIP performance period
The charts above are based on the anticipated bonus and LTIP award levels for 2022 and assume a one-third bonus deferral.
Other than the ‘Maximum scenario with 50% share price growth’, no share price growth has been included in the charts above and it is
assumed that no dividends or dividend equivalents are paid.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 87
Recruitment remuneration
In agreeing a remuneration package for a new Executive
Director, the structure and quantum of variable pay
elements would reflect those set out in the Policy table
above. Salary would reflect the skills and experience of
the individual, and may be set at a level to allow future
progression to reflect performance in the role. On
recruitment, relocation benefits may be paid as appropriate.
This overall approach would also apply to internal
appointments, with the provision that any commitments
entered into before promotion, which are inconsistent with
this Policy, can continue to be honoured under the Policy.
Similarly, if an Executive Director is appointed following the
Group’s acquisition of or merger with another company,
legacy terms and conditions would behonoured.
An Executive Director may initially be hired on a contract
requiring 24 months’ notice which then reduces pro rata
over the first year of the contract to requiring twelve months’
notice. The Committee may award compensation for the
forfeiture of awards from a previous employer in such form
as the Committee considers appropriate taking account
of all relevant factors including the expected value of the
award, performance achieved or likely to be achieved, the
proportion of the performance period remaining and the
form of the award. There is no specific limit on the value of
such awards, but the Committee’s intention is that the value
awarded would be similar to the value forfeited.
Maximum variable pay will be in line with the maximum
set out in the Policy table (excluding buy-outs). The
Committee retains discretion in exceptional circumstances
to makeappropriate remuneration decisions outside
thestandard Remuneration Policy to meet the
individualcircumstances when:
i) an interim appointment is made to a fill an
ExecutiveDirector role on a short-term basis;
ii) exceptional circumstances require that the
ExecutiveChair or a Non-Executive Director takes
on an executive function on a short-term basis.
For Non-Executive Directors, the Board would consider
the appropriate fees for a new appointment taking
into account the existing level of fees paid to the
Non-ExecutiveDirectors, the experience and ability of
the new Non-Executive Director and the time commitment
and responsibility of the role.
Directors’ service contracts and letters of appointment
Executive Directors’ contracts have rolling terms and are
terminable on no more than twelve months’ notice, with
the exception of Sehat Sutardja, whose contractual notice
period is one month. The key elements of the service contract
for Executive Directors relate to remuneration, payments
on loss of office (see below) and restrictions during active
employment (and for twelve months thereafter). These
restrictions include non-competition and non-solicitation
ofcustomers and employees.
Non-Executive Directors do not have service contracts but
each has a letter of appointment. In accordance with the
Company’s Articles, following their appointment, all Directors
must retire at each AGM and may present themselves
for re-election. The Executive Chair may terminate their
appointment at any time, on three months’ notice. None of
the other Non-Executive Directors has a notice period or any
provision in their letters of appointment giving them a right to
compensation upon early termination of appointment.
Executive Directors’ service contracts and Non-Executive
Directors’ letters of appointment are available to inspect at
the Company’s registered office.
Treatment of corporate events
The plan rules contain provisions relating to change of
control. In general, outstanding awards would normally
vest and become exercisable on a change of control, to the
extent that the Committee determines that any applicable
performance conditions have been satisfied at that time
or are likely to be satisfied. Unless the Committee decides
otherwise (or the award is a bonus deferral award), the
number of shares vesting will also be reduced, reflecting the
time period to the date of the event. Alternatively, awards
may be exchanged for equivalent awards over shares in the
acquiring company. Any holding period will come to an end
on the date of the change of control.
The Committee can decide that similar treatment will apply
on a demerger, delisting, distribution (other than an ordinary
dividend) or other transaction which could affect the value
of an award. The Committee can adjust the number or type
of shares subject to an award and/or any exercise price to
take account of any rights issue, demerger, special dividend
or other variation of capital or similar corporate event.

88 Alphawave IP Group plc | Annual report and financial statements 2021
Remuneration Policy continued
Directors’ remuneration report continued
Payments for departing Executive Directors
Notice period and compensation for loss of office
inservicecontracts
The Company can make payments in lieu of notice which is
limited (except in the case of Tony Pialis) to basic salary and
contractual benefits. Any such payments can be made on
a monthly basis with payments reduced by the amount of
earnings from any alternative employment.
Annual bonus
Upon termination, the annual bonus is only payable if the
participant is considered to be a good leaver as determined
by the Committee (which would include ill-health, injury,
disability, retirement, the employing company ceasing
to be a member of the Group and redundancy or in other
circumstances if the Committee so decides). In these
circumstances, the payment will be pro-rated for the period
of service during the financial year and will reflect the extent
to which Group performance has been achieved (subject to
Committee discretion).
Bonus deferral awards that have not yet vested will not
lapse on the leave date but will continue in effect until they
vest or lapse according to the terms of the plan. However,
ifa participant leaves because of misconduct or otherwise in
circumstances in which their employment could have been
terminated without notice, the award will lapse.
LTIP
An LTIP award which has not vested will automatically
lapse on the date the participant leaves employment,
except if they leave in circumstances detailed in the plan
rules, such as ill health, injury, disability, retirement, the
employing company ceasing to be a member of the Group
and redundancy or in other circumstances, if the Committee
so decides, the award will continue in effect (or may vest on
or after leaving). Vesting of the award will be subject to the
extent that performance conditions have been or are likely
to be satisfied (as determined by the Committee), and any
additional conditions as the Committee may impose. Unless
the Committee decides otherwise, the number of shares
that vest will be reduced to reflect the proportion of the
period up to the vesting date which has elapsed by the date
the participant left employment. The normal vesting date
will apply, unless the Committee exercises its discretion to
allow an award to vest on the date the participant leaves
employment or any later date it chooses. If a participant
dies, any outstanding awards will vest on the date of death
in full.
Pension and benefits
Generally pension and benefit provisions will continue to
apply until the termination date. Where appropriate, other
benefits may be receivable, such as (but not limited to)
payments in lieu of accrued holiday, legal fees or taxadvice
costs in relation to the termination, settlement of any
potential legal claims and repatriation.
Pay and conditions throughout the Group
The pay and conditions of employees are considered by
the Committee in setting policy for the Executive Directors
and senior management. The Committee is kept regularly
informed on the pay and benefits provided to employees
and base salary increase data from the annual salary
review for the wider employee population general staff is
considered when reviewing Executive Directors’ salaries
and those of senior management. The Committee did not
consult with employees when setting the Policy. However,
as described on page 94, Michelle Senecal de Fonseca has
been appointed as the Workforce Engagement NED and will
be engaging with employees on a range of topics including
remuneration.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 89
Remuneration Policy table for Non-ExecutiveDirectors
Purpose and
linktostrategy Operation
Maximum
opportunity
Performance
measures
Fees
The Company offerscompetitive
fee arrangements to attract
and retain high calibre and
experienced individuals to
serveon theBoard.
Non-Executive Directors receive an
annual base fee. They may receive further
fees for additional responsibilities such as
being the Senior Independent Director or
chairing a Board Committee and also for
membership of a Board Committee.
Fees are subject to review taking
into account time commitment,
responsibilities and market practice.
Non-Executive Directors are entitled to
be reimbursedfor reasonable expenses
incurred duringthe performance of their
duties, includinganytax due on these
benefits.
Total fees paid will be
within the limit stated in
theArticles of Association.
None.
Benefits Non-Executive Directors do not
participate in incentive schemes or
receive a pension provision.
The Company reimburses travel
expenditure and provides travel insurance
when on Company business and provides
professional advice in respect of
Company business. Generally there are no
other benefits but the Company may offer
other benefits reflecting the requirements
of the role, orchangingmarket.
Not applicable. Not applicable.

90 Alphawave IP Group plc | Annual report and financial statements 2021
Annual Report on Remuneration
Directors’ remuneration report continued
This section of the Directors’ remuneration report provides details of:
• how Directors were paid for the year ending 31 December 2021; and
• how we propose to implement our Policy for 2022, which is our first full financial year as a listed company.
This section of the report will be subject to an advisory vote at the 2022 AGM.
Remuneration paid to Executive Directors in respect of 2021
Single figure of remuneration for the 2021 financial year (audited)
The table below sets out the total remuneration paid to Executive Directors for the period from 14 May 2021 to
31December 2021. 14 May 2021 is the date of completion of the transactions whereby Alphawave IP Inc became a
wholly-owned subsidiary of the Company as part of the pre-IPO reorganisation detailed in the IPO Prospectus. Therefore,
the information below does not reconcile to the amounts disclosed in note 8 of the financial statements which represents
the 2021 full year.
Pension/cash
Salary and in lieu of Total Total fixed Total variable
Director fees
1
Benefits
1
pension
3
Bonus
4
LTIP Award remuneration remuneration remuneration
John Lofton Holt £280,357 — — — — £280,357 £280,357 —
Tony Pialis £281,021 £1,146 — — — £282,167 £282,167 —
Daniel Aharoni £232,653 £2,561 £27,708 £273,750 — £536,672 £262,922 £273,750
Sehat Sutardja £53,531 — — — — £53,531 £53,531 —
1. Equates to an annual, post-Admission salary for John Lofton Holt, Tony Pialis, Daniel Aharoni and Sehat Sutardja of £450,000, £450,000, £365,000 and
£85,000 respectively. Prior to Admission, Tony Pialis had a salary of CAD$100,000 per annum and a portion of this has been included representing his
salary between the date of completion of the pre-IPO reorganisation (14 May 2021) and the day prior to Admission (17 May 2021). Service agreements
with the Company for the Executive Directors took effect on date of the Admission (18 May 2021).
2. Benefits represent the taxable value of benefits paid and comprise private family health insurance in respect of John Lofton Holt, Tony Pialis and
DanielAharoni. Daniel Aharoni was a Director of the Company as from 11 January 2021 and the value of benefits has been included as from that date.
3. Pension contribution: Only Daniel Aharoni participates in the Company pension scheme and his contribution is 10% of salary, which is aligned to that of
the wider workforce. Daniel Aharoni was a Director of the Company as from 11 January 2021 and the value of his pension/cash in lieu of pension has been
included from that date. It does not equate to 10% of his salary in this table, as prior to 18 May 2021, he was an employee of Alphawave IP Inc, which
became a subsidiary of the Company on 14 May 2021, and the proportion of his salary prior to 14 May 2021 has not been included.
4. In respect of the annual bonus for the Chief Financial Officer, the amount is based on 75% of his annual base salary of £365,000, as this reflects work
undertaken in his capacity as an Executive Director and employee of the Company, post-Admission. As per the Remuneration Policy on page 80, one third
of the bonus payment will be deferred into shares for a period of two years.
Annual bonus out-turn for 2021
%
Weighting Target Actual achievement
Measure % US$m US$m (of target)
Revenue 60% 82.0 89.9 110%
Adjusted EBITDA 40% 42.5 51.8 122%
As targets were set at the beginning of the financial year, which was pre-IPO, no threshold or maximum target levels
were set. However, performance achieved exceeded the target performance level set for both metrics. Based on this
performance, the Committee determined that the outcome for the Chief Financial Officer should be an on-target payout
of 75% ofbase salary/50% of maximum opportunity. In exercising their discretion, the Committee has had regard to
any accounting judgements which have had a material impact on the performance measures, including management’s
judgement to eliminate the Group’s share of gains from sales to WiseWave as a loss from an equity accounted joint
venture in the consolidated statement of comprehensive income. The other Executive Directors did not participate in
the bonus scheme for 2021. Goingforward, we recognise the expectation of us as a listed company to set and clearly
disclose threshold, target and maximum performance targets, and assess performance against these. The Committee
hasapprovedthese for the 2022plan.
LTIP awards and vesting within the year
As Alphawave IP is only in its first year as a listed company, there is no LTIP vesting to report and no LTIP awards were
madein2021.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 91
Application of Policy in 2022
Base salary and benefits
The below tables show the 2021 salary levels for each Executive Director and 2022 proposed. No changes to these salary
levels are being made for 2022.
2021 2022 Proposed change
Director Salary level Salary level for 2022 (%)
John Lofton Holt £450,000 £450,000 0%
Tony Pialis £450,000 £450,000 0%
Daniel Aharoni £365,000 £365,000 0%
Sehat Sutardja
1
£85,000 £85,000 0%
1. Sehat Sutardja’s base salary is reflective of a part-time working arrangement.
Benefit provision will be unchanged in 2022, except that John Lofton Holt will receive private medical cover, in line with his
employment agreement.
Annual bonus
The Chief Financial Officer’s maximum bonus opportunity will be 150% of base salary. The President & Chief Executive Officer
will continue to waive participation and Sehat Sutardja is not entitled to participate. Revenue and adjusted EBITDA have been
selected as the performance measures as they are two strategically critical financial measures for the Group. Theperformance
measures and weightings for 2022 are outlined below:
Measure Weighting %
Revenue 60%
Adjusted EBITDA 40%
The full targets and performance against them will be disclosed in detail in next year’s report as commercial sensitivity
prevents disclosure on a forward-looking basis.
Long-term incentives awarded during the financial year (audited)
Although the Company listed in 2021, the first LTIP awards will be made in 2022, subject to shareholder approval of
thePolicy at the AGM. An LTIP award of a face value of 205% of base salary will be made to the Chief Financial Officer.
The President & Chief Executive Officer will continue to waive participation and Sehat Sutardja is not entitled to participate.
Theperformance measures, weightings and targets for 2022 are outlined below:
Threshold Maximum
Measure Weighting (25% vesting) (100% vesting)
Relative TSR vs constituents of the FTSE 250 35% Median Upper quartile
Relative TSR vs constituents of the FTSE
All-World Technology Index 35% Median Upper quartile
Adjusted EPS growth 30% See below See below
These performance metrics have been selected as they align with the Group’s focus on ambitious growth and profitability.
The targets were set at a level the Committee believes to be appropriately stretching taking into account both internal
performance expectations and external analyst forecasts. The Committee has chosen to use TSR as an important measure
of value created for our shareholders and measure against the constituents of the FTSE 250, reflecting our UK listing,
and against those of the All-World Technology Index, reflecting our sector. Stretching EPS targets will reflect our focus
on ambitious growth and profitability. As at the date of this report, the Committee had not finalised the calibration of the
adjusted EPS growth targets. It is therefore intended that the targets will be fully disclosed via RNS at the date of grant.
Thecalibration of these targets will take into account a consideration of both internal performance expectations and
external analyst forecasts.

92 Alphawave IP Group plc | Annual report and financial statements 2021
Annual Report on Remuneration continued
Directors’ remuneration report continued
Application of Policy in 2022 continued
Directors’ interests in the shares of the Company (audited)
A summary of interests in shares and scheme interests of the Directors who served during the year and their connected
persons is given below, asat31December 2021.
Unvested
Total number Unvested with without Shares held
of interests performance performance as % of
Executive Directors in shares conditions conditions salary
2
John Lofton Holt
1
26,624,584 — — 11,005%
Tony Pialis 95,333,160 — — 39,404%
Daniel Aharoni 2,800,000 — 2,722,223 1,427%
Sehat Sutardja 78,896,880 — — 172,645%
Total 203,654,624 — 2,722,223
1. As disclosed in the IPO Prospectus, John Lofton Holt has an option to acquire up to 51,531,420 shares from other major shareholders.
2. Shares held as % of salary based upon Alphawave IP one-month volume-weighted average share price of £1.86 as at 31 December 2021.
The Chief Financial Officer was awarded share options in November 2020, which were exercised and exchanged for
restricted shares prior to the IPO. Post-Admission, he has interest in 2.8m shares, vesting in 36 equal instalments on a
monthly basis from December 2021. These shares, to the extent not vested, have been included in the above table in the
column titled ‘Unvested without performance conditions’. Other Executive Director shareholdings are beneficially owned.
The Directors held no options granted by the Company during the year.
Total number of
Non-Executive Directors interests in shares
Jan Frykhammar 48,780
Michelle Senecal de Fonseca 50,782
Rosalind Singleton 9,668
Victoria Hull 102,821
Susan Buttsworth 48,780
Paul Boudre 48,780
Total 309,611
Alignment to shareholder interests (audited)
Current levels of ownership by the Executive Directors, and the date by which the goal should be achieved, are shown below.
Based on a one-month volume-weighted average share price of £1.86 as at 31 December 2021, John Lofton Holt,
TonyPialis and Sehat Sutardja far exceed their shareholding requirement (% of salary). By virtue of being founders and
significant shareholders in the Company, they are inherently aligned to the experience of other shareholders. DanielAharoni
currently holds or is entitled to shares equivalent to 1,427% of base salary, which is in excess of the 200% of salary
requirement.
Requirement Current Date of
as a % % of salary Number of % of issued requirement
Director of salary held shares owned share capital to be achieved
John Lofton Holt 200% 11,005% 26,624,584 4.00% n/a
Tony Pialis 200% 39,404% 95,333,160 14.34% n/a
Daniel Aharoni 200% 1,427% 2,800,000 0.42% n/a
Sehat Sutardja 200% 172,645% 78,896,880 11.86% n/a
Note: % of issued share capital based on issued shares as at 31 December 2021.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 93
Non-Executive Directors’ single figure of remuneration (audited)
The remuneration of the Non-Executive Directors for 2021 is set out below.
Fees Benefits Total
Non-Executive Directors 2021 2021 2021
Jan Frykhammar £102,504 — £102,504
Michelle Senecal de Fonseca £46,726 — £46,726
Rosalind Singleton £40,496 — £40,496
Victoria Hull £56,071 — £56,071
Susan Buttsworth £53,097 — £53,097
Paul Boudre £46,726 — £46,726
Total £345,620 — £345,620
No changes to fees are being proposed for 2022.
Payments to past Directors (audited)
There were no payments made to past Directors.
Payments for loss of office (audited)
There were no payments made to past Directors.
CEO pay history and Company performance
As we have only completed one partial financial year as a listed company, only one year of data is shown below. Thiswill be
built on over the years to come, to eventually present a view of total remuneration for the President & Chief Executive Officer
over ten years.
Single figure of
remuneration for the CEO 2021
President & Chief Executive Officer – Tony Pialis £332,758
Annual bonus payout (% of maximum) n/a
LTIP payout (% of maximum) n/a
Sep 2021 Dec 2021Nov 2021Oct 2021
Alphawave IP
0
150
100
150
May 2021 Aug 2021Jul 2021Jun 2021
FTSE 250
FTSE All-World Technology Index
The graph above shows the value, as at 31 December 2021, of £100 invested at the IPO date (13 May 2021) in Alphawave
IP compared with the value of £100 invested in the comparative indices. We have compared against the FTSE 250 and
FTSEAll-World Technology indices as these are reflective of our UK listing and our sector, respectively, and are also
thecomparisons used for the TSR conditions under the LTIP.

94 Alphawave IP Group plc | Annual report and financial statements 2021
Relative importance of spend on pay
The table below shows the total expenditure on employee remuneration compared to distributions to shareholders in 2021.
As the Group was listed in May 2021, there is no comparable information to disclose for the prior year.
2021
Employee remuneration US$20.9m
Distributions to shareholders n/a
1
1. Our policy is to reinvest any profits back into the business and we do not intend to pay dividends for the foreseeable future.
CEO pay ratio
Although we do not currently have a large enough employee population to meet the threshold under the UK regulations
for CEO pay ratio figures to be robust, the Remuneration Committee is satisfied that relativities between employees and
Executive Directors are appropriate. We have a highly skilled and competitively rewarded employee population and the
President & Chief Executive Officer does not currently participate in incentive arrangements. As a fast-growing business,
weare recruiting rapidly and expect to report CEO pay ratio figures in the annual report once the population is sufficient
forthis to be done on a robust basis.
Engagement with colleagues
Alphawave IP’s headcount in 2021 was small enough to allow for management to regularly meet with employees to
ascertain the engagement levels and implement measures to reinforce engagement. As the organisation has grown,
Alphawave IP has appointed a Workforce Engagement NED, Michelle Senecal de Fonseca, whose responsibilities include
understanding the concerns of the workforce, representing those views and concerns in Board meetings, and ensuring the
Board takes appropriate steps to evaluate the impact of proposals and developments on the workforce and consider what
steps should be taken to mitigate any adverse impact. The Workforce Engagement NED will work with our Human Resources
function to execute on the Board’s engagement plans.
Annual Report on Remuneration continued
Directors’ remuneration report continued

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 95
Remuneration Committee
In this section we give details of the composition of the
Remuneration Committee and activities undertaken during
the 2021 financial year. The Committee’s function is to
exercise independent judgement and consists only of the
following Independent Non-Executive Directors:
Chair: Victoria Hull
Committee members: Jan Frykhammar and Paul Boudre
Biographical details are provided on pages 54 to 57.
During 2021, the Committee asked the Executive Directors
to attend meetings and assist its discussions. This excluded
matters connected to their own remuneration, service
agreements or terms and conditions of employment.
TheCommittee takes care to recognise and manage
conflicts of interest when receiving views from Executive
Directors or senior management. The Committee reserves
the right to conduct in full or start its meetings without
executive management present when it wishes to do
so. It also engages regularly with the Head of Human
Resources on remuneration matters, who is invited to
attendCommittee meetings.
External advisers
Willis Towers Watson (WTW) were appointed advisers
to the Company prior to IPO, to advise the Company on
remuneration matters in the context of UK listed company
best practice corporate governance expectations and
regulatory requirements. WTW now provide independent
advice to the Committee on all aspects of executive
remuneration and attend Remuneration Committee
meetings. The Committee reviews the advice, challenges
conclusions and assesses responses from its advisers to
ensure objectivity and independence.
WTW is a founder member of the Remuneration
ConsultantsGroup and, as such, voluntarily operates under
the Remuneration Consultants Group Code of Conduct in
relation to executive remuneration consulting in the UK.
This is based upon principles of transparency, integrity,
objectivity, competence, due care and confidentiality by
executive remuneration consultants. WTW has confirmed
that it adheres to that Code of Conduct for all remuneration
services provided to Alphawave IP and therefore the
Committee is satisfied that it is independent and objective.
The Remuneration Consultants Group Code of Conduct is
available at www.remunerationconsultantsgroup.com.
The fees payable to WTW for services to the Committee
during the year were£22,800.
Victoria Hull
Chair of the Remuneration Committee
29 April 2022
This Directors’ remuneration report has been prepared in accordance with
the requirements of Schedule 8 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (as amended).
Thereport also meets the relevant requirements of the Listing Rules of the
Financial Conduct Authority, and describes how the Board has complied
with the principles and provisions of the UK Corporate Governance Code
relating to remuneration matters. Remuneration tables are subject to audit
in accordance with the relevant statutory requirements.

96 Alphawave IP Group plc | Annual report and financial statements 2021
Directors’ report
The Directors present their report, together with the audited
financial statements, for the period ended 31 December 2021.
The Directors’ report, together with the strategic report on pages 1 to 53, represent the management report for the
purposes of compliance with the Disclosure Guidance and Transparency Rules 4.1.8R.
In accordance with section 414C(11) of the Companies Act 2006 and the Companies (Miscellaneous Reporting)
Regulations2018, the Board has included certain disclosures in the strategic report set out below:
Disclosure Page
Future business developments Market opportunities, pages 14 to 19
Risk management Principal risks and uncertainties, pages 50 to 53
Going concern and viability statement Viability statement, pages 48 and 49
Disabled employees Section 172(1) statement, pages 36 to 41
Business relationship with suppliers, customers Section 172(1) statement, pages 36 to 41
and other stakeholder engagement
Climate-related financial disclosures, ESG, pages 30 to 35
greenhouse gas consumption, energy consumption Climate-related disclosures
and energy efficiency action
Workforce engagement Section 172(1) statement, pages 36 to 41
Compliance with the UK Corporate
Governance Code 2018
Alphawave IP Group plc was admitted to the standard
listing segment of the FCA’s Official List and to trading on
the London Stock Exchange’s main market on 18May2021
(‘Admission’). Save as set out in the corporate governance
statement, the Board voluntarily complies with the
requirements of the UK Corporate Governance Code (the
‘Code’). Prior to 18May 2021, the Group was not required to
comply with the principles and provisions of the Code. Since
Admission, the Group has complied with all provisions of the
Code, except as noted below.
The first annual evaluation of the operation and
effectiveness of the Board, its Committees and individual
Directors has not yet fallen due. It will take place during
thecurrent financial year, with the process and outcomes
ofthe evaluation reported on in the next annual report.
TheBoard intends to comply with the Code guidance that
anexternally facilitated evaluation should take place at
leastevery three years.
Whilst the Group did not have an internal audit function
during the period under review, the Company has complied
with the requirement in Provision 25 for the Audit
Committee to consider annually whether there is a need for
one. During the period under review, the Group did not have
an internal audit function as it had been agreed that the
Group’s size and activities were such that internal assurance
was achievable through other means. As set out in the Audit
Committee report, the Audit Committee will undertake a
review of the need for an internal audit function during the
course of 2022 and make recommendations to the Board
asappropriate.
The first annual evaluation reviewing the effectiveness of the
external audit process (in accordance with Provision 25of
the Code) has not yet fallen due. It will take place during the
current financial year, with the process and outcomes of the
evaluation reported on in the next annual report.
The first annual evaluation of the Group’s risk management
and internal control systems (in accordance with Provision
29 of the Code) has not yet fallen due. It will take place
during the current financial year, with the process and
outcomes of the evaluation reported on in the next
annualreport.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 97
The Executive Chair of the Company, John Lofton Holt,
wasnot independent on Admission. Together with the other
founders, John has guided the Group’s growth through its
early stages and the Board considers that his continued
leadership will ensure that the Group is best placed to
continue its current growth trajectory.
Further information on the Company’s application of the
principles and provisions of the Code can be found in the
corporate governance report on pages 60 to 65.
Corporate governance statement
The information that fulfils the requirements of the
corporate governance statement for the purposes of the
FCA’s Disclosure Guidance and Transparency Rules can be
found in the corporate governance information on pages 60
to 65 (all of which forms part of this Directors’ report) and in
this Directors’ report.
Disclosure of information to auditors
The Directors confirm that, so far as they are each
aware, there is no relevant audit information of which the
Company’s auditors are unaware. Each Director has taken
all the steps that they ought to have taken as a Director to
make themselves aware of any relevant audit information
and to establish that the Company’s auditors are aware of
that information.
Insurance and indemnities
The Group has maintained Directors’ and Officers’ liability
insurance cover throughout the reporting period. The
Directors are able to obtain legal or other relevant advice at
the expense of the Company in their capacity as Directors.
The Company has also provided a qualifying third-party
indemnity to each Director as permitted by section 234 of
the Companies Act 2006 and by the Articles, which remain
in force at the date of this report.
The Directors’ and Officers’ liability insurance cover also
extends to the directors of Group subsidiaries.
Political and charitable donations
The Group did not make any political or charitable donations
or incur political expenditure during the reportingperiod.
Subsidiaries, principal activities and branches
The Company acts as a holding company for the Group of
subsidiaries. The Group’s subsidiaries are set out on page
145 of the financial statements.
Share capital
Details of the Company’s share capital, together with
details of the movements in the share capital during the
year, are shown on pages 115 and 116 of the accounts.
TheCompany has one class of ordinary shares which carry
no right to fixed income. Each share carries the right to one
vote at a general meeting of the Company. Restrictions on
share transfers are set out in the Company’s Articles of
Association. The Company is not aware of any agreements
between shareholders that restrict the transfer of shares
or voting rights attached to the shares. As approved by the
IPO Committee of the Board on 12May2021 and the High
Court of Justice Business and Property Court of England
and Wales on 16 November 2021, the nominal value of the
Company’s ordinary shares reduced from £1.00 to £0.01 on
17 November 2021.
Exchangeable shareholders
As set out in the Company’s Prospectus, a portion
oftheinterests of The Tony Pialis (2017) Family Trust,
The Rajeevan Mahadevan (2017) Family Trust, 2641239
Ontario Inc. and certain other pre-IPO shareholders in the
Company immediately prior to Admission (‘exchangeable
shareholders’) are held through ordinary shares that
were issued to Project AuroraIP Limited (JerseyCo)
on14May2021. These ordinary shares (referred to as
underlying shares) are legally and beneficially owned by
JerseyCo, except that (i) the exchangeable shareholders
will have a right to direct the voting rights attaching to such
shares, and (ii) JerseyCo will irrevocably waive its rights
to distributions declared on such shares for as long as it
holds them. Each of the exchangeable shareholders will
also be issued with exchangeable shares on a one-for-one
basis for each ordinary share that will be held by JerseyCo.
The exchangeable shares can be redeemed at any time for
a cash price that can be satisfied by the transfer to such
exchangeable shareholder of an underlying share.
Each exchangeable share also carries a right to receive,
uponredemption, a cash payment that is equal to all
dividends and distributions declared on an ordinary share
from time to time. The total number of underlying shares
thatare issued to JerseyCo is 266,572,359, representing
40.09% of the Company’s issued ordinary share capital.

98 Alphawave IP Group plc | Annual report and financial statements 2021
Directors’ report continued
Substantial shareholdings
As at 31 December 2021 and at 31 March 2022, the following persons were directly or indirectly interested (within the
meaningof the Companies Act 2006) in 3% or more of the Company’s issued share capital or voting rights. Further, as at the
date of this report, the following contains information received, in accordance with Rule 5 of the FCA’s Disclosure Guidance
andTransparency Rules, from holders of notifiable interest in the Company’s issued share capital.
The information provided below is correct at the date of notification.
As at 31 December 2021 As at 31 March 2022
Number of Voting Number of Voting
Holder shares rights (%) shares rights (%)
The Tony Pialis (2017) Family Trust
1
95,333,160 14.3% 95,333,160 14.3%
The Rajeevan Mahadevan (2017) Family Trust
2
95,333,160 14.3% 95,333,160 14.3%
2641239 Ontario Inc.
3
95,333,140 14.3% 95,333,140 14.3%
Sutardja Family LLC
4
78,896,880 11.9% 78,896,880 11.8%
BlackRock 54,069,843 8.1% 51,588,375 7.7%
Wise Road Capital 45,497,280 6.8% 45,497,280 6.8%
July Twelve Capital Limited
5
26,624,584 4.0% 26,624,584 4.0%
CI Global Asset Management 21,344,084 3.2% 22,085,976 3.3%
Janus Henderson Investors 19,828,768 3.0% 20,158,765 3.0%
Kabouter Management 19,502,834 2.9% 22,845,417 3.4%
1. This includes interests held by Pitech Investments Inc., a discretionary beneficiary of The Tony Pialis (2017) Family Trust and a person closely associated
with Tony Pialis (within the meaning of the Market Abuse Regulation). Tony Pialis is the trustee of The Tony Pialis (2017) Family Trust and he is also a
discretionary beneficiary.
2. This includes interests held by Jeevan Capital Inc., a discretionary beneficiary of The Rajeevan Mahadevan (2017) Family Trust and a person closely
associated with Rajeevan Mahadevan (within the meaning of the Market Abuse Regulation). Rajeevan Mahadevan is the trustee of
The Rajeevan Mahadevan (2017) Family Trust and (through a wholly owned company) he is also a discretionary beneficiary.
3. The shares of 2641239 Ontario Inc. are wholly owned by The Jonathan Rogers (2018) Family Trust. Jonathan Rogers is the trustee of The Jonathan Rogers
(2018) Family Trust.
4. Sehat Sutardja holds 10% of the shares in Sutardja Family LLC. The remaining shares are held by his family members.
5. July Twelve Capital Limited is a person closely associated with John Lofton Holt (within the meaning of the Market Abuse Regulation). In addition to
theinterests listed in this table, July Twelve Capital Limited also has an option to purchase up to 51,531,420 Exchangeable Shares in aggregate from
TheTonyPialis (2017) Family Trust, 2641239 Ontario Inc. and The Rajeevan Mahadevan (2017) Family Trust.
Information provided to the Company pursuant to Rule 5 of the FCA’s Disclosure Guidance and Transparency Rules is
published on a Regulatory Information Service.
Dividend policy
In the near term, the Group currently intends to retain any future earnings to finance the operation and expansion of its
business, and to drive continued growth. The Group will review its dividend policy on an ongoing basis, with respect to the
cash position of the Group, the growth of the Group’s businesses, and the macroeconomic environment, but does not expect
todeclare or pay any dividends for the foreseeable future.
Articles of Association and powers of the Directors
The Company’s Articles of Association (the ‘Articles’) contain the rules relating to the powers of the Company’s Directors and
their appointment and replacement mechanisms. The Articles may only be amended by special resolution at a general meeting
of the shareholders. Subject to the Group’s Articles and relevant regulatory measures, including the Companies Act 2006, the
day-to-day business of the Group is managed by the Board who may exercise all the powers of the Company.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 99
Authority to purchase own shares
At a general meeting held on 12 May 2021, shareholders passed a special resolution in accordance with the Companies Act
2006 to authorise the Company to purchase in the market a maximum of 66,496,580 ordinary shares, representing 10% of
the Company’s issued ordinary share capital immediately following Admission. No shares have been purchased under this
authority. The authority will expire at the forthcoming Annual General Meeting. The Directors are seeking renewal of the
authority, in accordance with relevant institutional guidelines.
Significant agreements and change of control
The Group has a number of contractual arrangements which it considers essential to the business of the Group. Achange
ofcontrol of the Company may cause some agreements to which the Group is a party to alter or terminate.
The Company has a Long-Term Incentive Plan in place, which contains provisions relating to a change of control.
Compensation for loss of office
There are no agreements between the Company and its Directors or employees providing for compensation for loss of
office or employment that occurs because of a takeover bid, except that provisions of the Company’s share plans may
allowoptions and awards granted to Directors and employees to vest on a takeover.
Additional disclosures
The following information can be found elsewhere in this document, as indicated in the table below, and is incorporated
intothis report by reference.
Disclosure Page
Directors’ interests Directors’ remuneration report, pages 77 to 95 and 156
Directors of the Company Board of Directors, pages 54 to 57
Dividends Financial review, pages 42 to 47
Financial instruments Financial statements, pages 153 to 156
Important events since the financial year end Events after the balance sheet date, pages 26 and 158
Statement of Directors’ responsibilities Directors’ responsibilities, page 100
Appointment of auditor
On the recommendation of the Audit Committee, resolutions will be proposed at the 2022 AGM to re-appoint KPMG LLP
asauditor of the Company and to authorise the Audit Committee to set the auditor’s remuneration.
Annual General Meeting
The Company’s AGM will be held on 6 June 2022. Details of the resolutions to be proposed at the AGM are set out in the
Notice of Meeting, which is provided to all shareholders.
The Directors’ report, which has been prepared in accordance with the requirements of the Companies Act 2006, has
been approved by the Board and signed on its behalf by:
Daniel Aharoni
Chief Financial Officer
29 April 2022

100 Alphawave IP Group plc | Annual report and financial statements 2021
Statement of Directors’ responsibilities
In respect of the annual report and financial statements
The Directors are responsible for preparing the annual
report and the Group and Company financial statements
inaccordance with applicable law and regulations.
Company law requires the directors to prepare Group and
parent Company financial statements for each financial
year. Under that law they are required to prepare the
Group financial statements in accordance with UK-adopted
international accounting standards and applicable law
and have elected to prepare the parent Company financial
statements in accordance with UK accounting standards
and applicable law, including FRS 101 Reduced Disclosure
Framework.
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Company and of the Group’s profit or loss for that period.
In preparing each of the Group and Company financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant and reliable;
• for the Group financial statements, state whether they
have been prepared in accordance with UK-adopted
international accounting standards;
• for the parent Company financial statements, state
whether applicable UK accounting standards have
been followed, subject to any material departures
disclosed and explained in the parent Company
financialstatements;
• assess the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters related
to going concern; and
• use the going concern basis of accounting unless they
either intend to liquidate the Group or the Company or to
cease operations, or have no realistic alternative but to
do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group
and enable them to ensure that its financial statements
comply with the Companies Act 2006. They are responsible
for such internal control as they determine is necessary
to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or
error, and have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a strategic report, Directors’
report, Directors’ remuneration report and corporate
governance statement that complies with that law and
thoseregulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Group’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect
oftheannual financial report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
• the management report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face.
Tony Pialis
President & Chief Executive Officer
Daniel Aharoni
Chief Financial Officer
29 April 2022
Alphawave IP Group plc
6th Floor
65 Gresham Street
London
EC2V 7NQ
United Kingdom

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 101
1. Our opinion is unmodified
We have audited the financial statements of
Alphawave IP Group plc (“the Com pany”) for the
year ended 31 Decem ber 20 21 which comprise the
Consolidated statem ent of com prehensive incom e,
Consolidated statem ent of financial position,
Company statem ent of financial position,
Consolidated statem ent of cash flows,
Consolidated statem ent of changes in equity,
Company statem ent of changes in equity, and the
related notes, inc lud ing the accounting policies in
note 2.
In our opinion:
— the financial statem ents give a true and fair
view of the state of the Group’s and of the
parent Company’s affairs as at 31 Decem ber
2021 and of the Group’s profit for the year then
ended;
— the Group financial statements have been
properly prepared in accordance with UK-
adopted international accounting standards;
— the parent Company financial statem ents have
been properly prepared in accordance with UK
accounting standards, including F RS 101
Reduced Disclosure Fram ework; and
— the financial statem ents have been prepared in
accordance with the requirem ents of the
Companies Act 2006.
Basis for opinion
We conducted our aud it in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsib ilities are
described below. We believe that the audit
evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit
opinion is consistent with our report to the
audit com m ittee.
We were first appointed as auditor by the directors
on 16 April 2021. The period of total uninterrupted
engagem ent is for the one financial year ended 31
Decem ber 2021. We have fulfilled our ethical
responsibilities under, and we rem ain independent of
the Group in accordance with, UK ethical
requirem ents including the FRC Ethical Standard as
applied to listed public int er es t entities. No non-audit
services prohibited by that standard were provided.
Independent
auditor’s report
to the members of Alphawave IP Group plc
Overview
Materiality:
group financial
statements as a
whole
$1.0m
3.0% of norm alised profit
before tax
Coverage 95% of group profit before
tax
Key audit matters
New risks Revenue recognition
Related party
transactions
Initial public offering
and associated
accounting

102 Alphawave IP Group plc | Annual report and financial statements 2021
2. Key audit matters: our assessment of risks of material misstatement
Key audit m atters are those m atters that, in our professional judgement, were of m ost significance in the audit of the financial
statem ents and include the m ost significant assessed risks of m aterial m isstatem ent (whether or not due to fraud) identified by
us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagem ent team . We summarise below the key audit m atters, in decreasing order of audit
significance, in arriving at our audit opinion above, together with our key audit procedures to address those m atters and, as
required for public interest entities, our results from those procedures. These m atters were addressed, and our results are
based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statem ents as a
whole, and in form ing our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate
opinion on these m atters.
our report this year.]
The risk Our response
Revenue recognition
($89.9 m illion; 2020: $32.9 m illion)
Refer to page 73 (Audit
Comm ittee Report), page 119
(accounting policy) and page 135
(financial disclosures).
Accounting application:
The Group enters into contracts with
customers that include various
com binations of products. Each
contract is bespoke with varying options
and term s and the application of
accounting standards to these term s is
com plex and involves judgement.
There is a risk that the individual
perform ance obligations are not
correctly identified.
Revenue includes subjective
m easurem ents requiring managem ent
to exercise significant judgement with
respect to estimated total hours to
com plete the contract. This gives rise to
estimation uncertainty and judgem ent is
required in the assessm ent of the stage
of com pletion. There is a risk that this
estimate is inappropriate.
The recent listing and an increased
focus on the perform ance of EBITDA
together with the significant judgement
involved increases the risk of fraudulent
prem ature revenue recognition.
We perform ed the detailed tests below rather
than seeking to rely on any of the Group’s
controls because our knowledge of the design
of these controls indicated that we would not
be able to obtain the required evidence to
support reliance on controls
Our procedures included:
— Test of details: We assessed whether the
Group’s revenue recognition policy was in
line with the requirem ents of the accounting
standards, which included consideration of
alternative accounting treatment;
— We assessed the Group’s determ ination of
distinct perform ance obligations contained
within their contracts by selecting a sam ple
of the contracts and considering the term s
together with the requirem ents of the
accounting standards and whether any
alternative treatment existed;
— We considered the appropriateness of the
allocation of contract revenue to the
identified perform ance obligations by
com paring to the requirem ents of the
accounting standards;
— We agreed all invoices raised in the year in
respect of revenue and to cash receipts for
those paid;
— Independent reperformance: We
recalculated the stage of com pletion based
on the hours incurred as at year end and the
Group’s estimate of future hours to
com plete contracts, which included
assessment of the historical accuracy of the
Group’s estimates, to assess the
appropriate am ount of revenue to recognise
and com pared this to the am ounts recorded
by the Group;
— Assessing transp arency: We considered
the adequacy of the Group’s disclosures in
respect of revenue recognition and the
judgements and estimates m ade in
determ ining the revenue recognised.
Our resul ts
— We found revenue recognition to be
acceptable.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 103
2. Key audit matters: our assessment of risks of material misstatement continued
our report this year.]
The risk Our response
Related p arty transactions
Refer to page 73 (Audit
Comm ittee Report) and page 157
(financial disclosures).
Potential disclosure omission:
The Group transacts with several related
parties.
As such, there is an increased risk that
related party transactions m ay not be
appropriately identified and disclosed.
There is also a risk that related party
transactions are not conducted on term s
equivalent to those prevailing in arm ’s
length transactions.
Transactions with related parties is a key
disclosure as the proportion of revenue
from related parties is a key market
consideration of external parties that
could impact the share price of the
Group.
We perform ed the detailed tests below rather
than seeking to rely on any of the Group’s
controls because our knowledge of the design
of these controls indicated that we would not
be able to obtain the required evidence to
support reliance on controls.
Our procedures included:
— Control design: We assessed the design of
controls in place over identification of these
transactions by enquiry with m anagem ent
— Our forensic exp ertise: We engaged our
forensic and corporate intelligence team s to
conduct targeted research into all directors,
key m anagem ent and senior salespeople of
the group, which included;
— Consideration of the career history, business
interests and relationships of the com pany
Directors;
— Assessm ent of the business relationships
with the joint venture, Wisewave,
established during the year and the reseller
agreem ent with Verisilicon and considered
whether this was at arm ’s length;
— Test of details: We obtained confirm ations
from all directors of their potential related
parties, including both com panies and close
fam ily relationships;
— We perform ed a detailed review of the full
journals listing for any of the Group’s related
parties to search for any transactions and
assess the com pleteness of the
transactions identified;
— Assessing transp arency: We considered
the adequacy of the Group’s disclosures in
respect of related parties and the
requirem ents of the relevant accounting
standards.
Our resul ts
— We found the related party disclosure to be
acceptable.

104 Alphawave IP Group plc | Annual report and financial statements 2021
2. Key audit matters: our assessment of risks of material misstatement continued
The risk Our response
Initial public offering and
associated accounting (Parent
company only)
Refer to page 73 (Audit
Comm ittee Report), page 118
(accounting policy) and pages 134
and 139 (financial disclosures).
Accounting treatment:
The Group was adm itted to the London
Stock Exchange on 13 May 2021.
As a result of the listing, there are a
num ber of large one-off expenses
incurred as disclosed in Notes 4 and 11
of the financial statem ents.
In addition there are m aterial
transactions recognised in equity for the
issuance of shares and reorganisation
accounting disclosed in Note 23 .
The accounting for these item s can be
com plex and requires judgement as
disclosed in Note 3 of the financial
statem ents.
There is a risk that transactions are not
accounted for correctly as expenses
m ay not relate directly to the issuance of
shares.
We perform ed the detailed tests below rather
than seeking to rely on any of the Group’s
controls because the nature of the balance is
such that we would expect to obtain audit
evidence primarily through the detailed
procedures described.
Our procedures included:
— Accounting analysis: We considered the
policy adopted for recognition of the initial
public offering related transactions and
whether this was in line with the accounting
standards;
— Test of details: We tested a sam ple of
expenses and vouched them to supporting
docum entation;
— We tested a sam ple of expenses and
assessed whether they had been recorded
in the correct financial statement caption;
— Assessing transparency: We considered
the adequacy of the Group’s disclosures in
respect of the IPO related transactions and
also their inclusion in non-GAAP measures.
Our resul ts
— We found the accounting associated with
the initial public offering acceptable.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 105
3. Our application of materiality and an
overview of the scope of our audit
Materiality for the Group financial statem ents as a
whole was set at $1,000,000, determ ined with
reference to a benchm ark of Group profit before
tax, norm alised to exclude non-recurring IPO
costs and M&A costs as disclosed in note 4, of
which it represents 3.0%.
Materiality for the parent Com pany financial
statem ents as a whole was set at $900,000
determ ined with reference to a benchm ark of
Company total assets, of which it represents
0.2%.
In line with our audit m ethodology, our
procedures on individual account balances and
disclosures were performed to a lower
threshold, perform ance m ateriality, so as to
reduce to an acceptable level the risk that
individually im m aterial m isstatem ents in
individual account balances add up to a m aterial
amount across the financial statements as a
whole.
Performance materiality was set at 65% of
materiality for the financial statements as a
whole, which equates to $6 50,000 for the Group
and $5 85,000 for the parent Company. We
applied this percentage in our determ ination of
perform ance m ateriality based on changes in the
control environm ent during the period.
We agreed to report to the Audit Comm ittee any
corrected or uncorrected identified
m isstatements exceeding $50,000, in addition to
other identified m isstatem ents that warranted
reporting on qualitative grounds.
Of the Group’s five reporting com ponents, we
subjected three to full scope audits for group
purposes and one to specified risk-focused audit
procedures over intangible assets and cash. The
latter were not financially significant enough to
require a full scope audit for group purposes, but
did present specific individual risks that needed
to be addressed.
The com ponents within the scope of our work
accounted for the percentages illustrated
opposite.
The rem aining 5% of Group profit before tax and
1% of total Group assets is represented by one
reporting com ponent. For the residual
com ponent, we perform ed analysis at an
aggregated group level to re-exam ine our
assessm ent that there were no significant risks
of material misstatement within this.
The scope of the audit work perform ed was
predom inately substantive as we placed lim ited
reliance upon the Group’s internal control over
financial reporting.
Normalised Group profit
b efore tax
$33.6m
Group materi al i ty
$1m
1 2
Group revenue
Total profits and losses
that made up group
p rofi t b efore tax
Group total assets
100%
89
6
95 %
99%
Key:
Full scope for group audit purposes 2021
Specified risk-focused audit procedures 2021
Residual components
$1m
Whole financial
statements
materiality
$0.65m
Whole financial
statements performance
materiality
$0.9m
Range of materiality at four
components ($0.3m to $0.9m)
$50,000
Misstatements
reported to the
audit committee

106 Alphawave IP Group plc | Annual report and financial statements 2021
4. Going concern
The Directors have prepared the financial statements on the
going concern basis as they do not intend to liquidate the
Group or the Company or to cease their operations, and as
they have concluded that the Group and the Company’s
financial p osition m eans that this is realistic. They have also
concluded that there are no material uncertainties that
could have cast signif icant doubt over th eir abi lity to
continue as a going concern for at least a year from the
date of approval of the financia l statements (“the going
concern period”).
We used our knowledge of the Group, its industry, and the
general econom ic environm ent to ide ntify the inherent risks
to its business m odel and analysed how those risks m ight
affect the Group’s financial resources or ability to continue
operations over the going concern period. The risk that we
considered m ost likely to adversely affect the Group’s
available financial resources over this period was lower than
expected trading volum es.
We considered whether these risks could p la usib ly affect
the liquidity in the going concern period by com paring
severe, but plausible downside scenarios that could arise
from these risks individ ually and co llective ly against the
level of available financia l resources indicated by the
Group’s financial forecasts.
We assessed the com pleteness of the going concern
disclosure.
Our conclusions based on this work:
— we consider that the directors’ use of the going concern
basis of accounting in the preparation of the financial
statem ents is appropriate;
— we have not identified, and concur with the directors’
assessment that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, m ay cast significant doubt on the Group’s or
Company's ability to continue as a going concern for the
going concern period; and
— we have nothing m aterial to add or draw attention to in
relation to the Directors’ statem ent in note 2 to the
financial statem ents on the use of the going concern
basis of accounting with no m aterial uncertainties that
m ay cast significant doubt over the Group and
Company’s use of that basis for the going concern
period, and we found the going concern disclosure in
note 2 to be acceptable.
However, as we cannot predict all future events or
conditions and as subsequent events may result in
outcom es that are inconsistent with judgem ents that were
reasonable at the tim e they were m ade, the above
conclusions are not a guarantee that the Group or the
Company will continue in operation.
5. Fraud and breaches of laws and regulations – ab il ity to
detect
Identifying and respon ding to risks of m aterial
m isstatem ent due to fraud
To identify risks of material misstatement due to fraud
(“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to com m it fraud or provide
an opportunity to comm it fraud. Our risk assessm ent
procedures included :
— Enquiring of directors, the audit com m ittee and
inspection of policy docum entation as to the Group’s
high-level policies and procedures to prevent and detect
fraud, including the Group’s channel for
“whistleblowing”, as well as whether they have
knowledge of any actual, suspected or alleged fraud.
— Reading Board and audit com m ittee m inutes.
— Considering rem uneration incentive schem es and
perform ance targets for m anagem ent, directors and
sales staff.
— Using analytical procedures to identify any unusual or
unexpected relationships.
— Our forensic specialists assisted us in identifying key
fraud risks in relation to related parties. This included
attending meetings the engagem ent partner and audit
team and assisting with designing and executing
relevant audit procedures to respond to the identified
fraud risks. They also attended m eetings with
m anagem ent to discuss key fraud risk areas.
We com municated identified fraud risks throughout the
audit team and rem ained alert to any indications of fraud
throughout the audit.
As required by auditing standards, and taking into account
possible pressures to m eet profit targets, we perform
procedures to address the risk of m anagem ent override of
controls and the risk of fraudulent revenue recognition, in
particular :
— the risk that Group and com ponent m anagem ent m ay
be in a position to m ake inappropriate accounting
entries;
— the risk of bias in accounting estimates underpinning
revenue recognition; and
— the risk that license revenue is overstated through
recording revenues in the wrong period.
We also identified a fraud risk related to related party
transactions being conducted on term s equivalent to those
prevailing in arm ’s length transactions.
Further detail in respect of revenue recognition related party
transactions is set out in the key audit matter disclosures in
section 2 of this report.
We also perform ed procedures including:
— Identifying journal entries and other adjustm ents to test
for all full scope com ponents based on risk criteria and
com paring the identified entries to supporting
docum entation. These included those posted to unusual
accounts during the year and at year-end.
— Evaluated the business purpose of significant unusual
transactions.
— Assessing whether the judgements m ade in m aking
accounting estimates are indicative of a potential bias .

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 107
Identifying and respon ding to risks of m aterial
m isstatem ent due to non-compliance with laws and
regulations
We identified areas of laws and regulations that could
reasonably be expected to have a m aterial effect on the
financial statem ents from our general com m ercial and
sector experience, and through discussion with the
directors and other m anagem ent (as required by auditing
standards), and discussed with the directors and other
m anagem ent the policies and procedures regarding
com pliance with laws and regulations.
As the Group is regulated, our assessm ent of risks involved
gaining an understanding of the control environm ent
including the entity’s procedures for complying with
regulatory requirem ents.
We com municated identified laws and regulations
throughout our team and rem ained alert to any indications
of non-com pliance throughout the audit.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that
directly affect the financial statem ents including financial
reporting legislation (including related com panies
legislation), distributable profits legislation, and taxation
legislation and we assessed the extent of com pliance with
these laws and regulations as part of our procedures on the
related financial statem ent item s.
Secondly, the Group is subject to m any other laws and
regulations where the consequences of non-com pliance
could have a m aterial effect on am ounts or disclosures in
the financial statem ents, for instance through the
imposition of fines or litigation. We identified the following
areas as those m ost likely to have such an effect: health
and safety, data protection laws, anti-bribery, em ploym ent
law, regulatory capital and liquidity, export law and certain
aspects of com pany legislation recognising the financial and
regulated nature of the Group’s activities and its legal form .
Auditing standards lim it the required audit procedures to
identify non-com pliance with these laws and regulations to
enquiry of the directors and other m anagem ent and
inspection of regulatory and legal correspondence, if any.
Therefore if a breach of operational regulations is not
disclosed to us or evident from relevant correspondence, an
audit will not detect that breach.
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent lim itations of an audit, there is an
unavoidable risk that we m ay not have detected s om e
material misstatements in the financial statements, even
though we have properly planned and perform ed our audit
in accordance with aud iting standards. For exam ple, the
further rem oved non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less like ly the inhere ntly lim ited procedures
required by auditing standards would identify it.
In addit ion, as w ith any audit, there rem ained a higher risk
of non-detection of fraud, as these m ay involve collusion,
forgery, intentional omissions, m isrepresentations, or the
override of internal controls. Our audit procedures are
designed to detect material m isstatem ent. We are not
responsible for preventing non-compliance or fraud and
cannot be expected to detect non-compliance w ith all laws
and regulations.

108 Alphawave IP Group plc | Annual report and financial statements 2021
6. We have nothing to report on the other information in
t
he Annual Report
The directors are responsible for the other inform ation
presented in the Annual Report together with the f inancial
statements. Our opinion on the financial statem ents does
not cover the other inform ation and, accordingly, we do not
express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether, based on our financial
statements audit work, the inform ation therein is m aterially
misstated or inconsistent with the financial statements or
our audit knowledge. Based sole ly on that work we have
not ident ified material misstatements in the other
inform ation.
Strategic report an d directors’ report
Based solely on our work on the other inform ation:
— we have not identified m aterial misstatem ents in the
strategic report and the directors’ report;
— in our opinion the inform ation given in those reports for
the financial year is consistent with the financial
statem ents; and
— in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our op in ion the part of the Directors’ Rem uneration
Report to be audited has been proper ly prepared in
accordancewith the Com panies Act 2006 .
Disclosures of em erging and prin cipal risks and longer-
term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
disclosures in respect of em erging and principal risks and
the viability statem ent, and the financial statem ents and our
audit knowledge.
Based on those procedures, we have nothing m aterial to
add or draw attention to in relation to:
— the directors’ confirm ation within the Going concern and
viability statem ent on page 48 that they have carried out
a robust assessm ent of the em erging and principal risks
facing the Group, including those that would threaten its
business m odel, future perform ance, solvency and
liquidity;
— the Principal risks and uncertainties disclosures
describing these risks and how em erging risks are
identified, and explaining how they are being managed
and m itigated; and
— the directors’ explanation in the Going concern and
viability statement of how they have assessed the
prospects of the Group, over what period they have
done so and why they considered that period to be
appropriate, and their statem ent as to whether they
have a reasonable expectation that the Group will be
able to continue in operation and m eet its liabilities as
they fall due over the period of their assessm ent,
including any related disclosures drawing attention to
any necessary qualifications or assumptions.
Our work is limited to assessing these m atters in the
context of only the knowledge acquired during our financial
statements audit. As we cannot predict all future events or
conditions and as subsequent events m ay result in
outcom es that are inconsistent with judgem ents that were
reasonable at the time they were m ade, the absence of
anything to report on these statem ents is not a guarantee
as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
corporate governance disclosures and the financial
statem ents and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is m aterially c onsistent with the financial
statem ents and our audit knowledge:
— the directors’ statement that they consider that the
annual report and financial statements taken as a whole
is fair, balanced and understandable, and provides the
inform ation necessary for shareholders to assess the
Group’s position and perform ance, business m odel and
strategy;
— the section of the annual report describing the work of
the Audit Com m ittee, including the significant issues
that the audit com m ittee considered in relation to the
financial statem ents, and how these issues were
addressed; and
— the section of the annual report that describes the
review of the effectiveness of the Group’s risk
m anagem ent and internal control system s.
7. We have nothing to report on the other matters
on
which we are required to report b y exception
U
nder the Com panies Act 2006, we are required to report
to you if, in our opinion:
— adequate accounting records have not been kept by the
parent Com pany, or returns adequate for our audit have
not been received from branches not visited by us; or
— the parent Com pany financial statem ents and the part of
the Directors’ Remuneration Report to be audited are
not in agreem ent with the accounting records and
returns; or
— certain disclosures of directors’ rem uneration specified
by law are not m ade; or
— we have not received all the inform ation and
explanations we require for our audit.
We have nothing to report in these respects.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 109
8. Resp ective resp onsi bilities
Directors’ respon sibilities
As explained m ore fully in the ir statem ent set out on page
100, the Directors are responsible for: the preparation of
the financial statem ents includin g being satisfied that they
give a true and fair view; such internal control as they
determ ine is necessary to enable the preparation of
financial statem ents that are free from material
misstatement, whether due to fraud or error; assessing the
Group and parent Com pany’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and using the going concern basis of accounting
unless they either inten d to liq uidate the Group or the
parent Com pany or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the financial statem ents as a whole are free from
material m isstatem ent, whether due to fraud or error, and
to issue our opinion in an aud itor’s report. Reasonable
assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material m isstatem ent when it
exists. Misstatem ents can arise from fraud or error and are
considered material if, individually or in aggregate, they
could reasonably be expected to influence the econom ic
decisions of users taken on the basis of the f inancial
statem ents.
A fu ller description of our responsibilities is prov ided on the
FRC’s website at
www
.frc.org.uk/auditorsresponsibilities.
9. The purpose of our audit work and to whom we owe
our responsibilities
This report is m ade sole ly to the Com pany’s members, as a
body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we m ight state to the Com pany’s m em bers those
matters we are required to state to them in an auditor’s
report and for no oth er purp ose. To the fu llest extent
perm itted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s mem bers, as a body, for our audit work, for this
report, or for the opinions we have form ed.
Rob ert Seal e (Seni or Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountan ts
15 Canada Square
London
E14 5GL
29 April 2022

110 Alphawave IP Group plc | Annual report and financial statements 2021
Consolidated statement of comprehensive income
for the year ended 31 December 2021
Year ended Year ended
31 December 31 December
2021 2020
Continuing operations Note US$’000 US$’000
Revenue 5 8 9,9 3 1 3 2 ,9 4 6
Cost of sales (5 , 19 9) (1 , 5 47)
Gross profit 8 4 ,7 3 2 31 , 39 9
Research and development/engineering 6 (29 ,444) (8 , 8 1 6)
Sales and marketing (1 , 2 75) (76 6)
General and administration (5,3 64) (3, 4 28)
Other expenses (1 2 ,61 4) (1 , 5 47)
Operating profit 36,035 16, 8 42
Other expenses charged in arriving at operating profit:
Non-recurring Initial Public Offering costs 11 (9 ,96 1) —
M&A costs/professional costs (5 3 3) —
Share-based payment 25 (6 , 1 4 3) (565)
Exchange gain/(loss) 4,02 3 (98 2)
Other expenses (1 2 ,61 4) (1 , 5 47)
Finance income 10 312 198
Finance expense 10 (320) (195)
Share of post-tax loss of equity-accounted joint ventures 17 (1 2 ,9 3 9) —
Profit before tax 23, 08 8 16, 8 45
Tax expense 12 (1 3,657) (4 , 6 4 0)
Profit for the year 9, 4 3 1 1 2, 205
Other comprehensive (expense)/income
Exchange (losses)/gains arising on translation of foreign operations (2 3 , 0 9 6) 1, 37 8
Tax relating to other comprehensive (expense)/income — —
Other comprehensive (expense)/income for the period, net of tax (2 3 , 0 9 6) 1, 37 8
Total comprehensive (expense)/income for the year (13,6 65) 13, 58 3
Profit per ordinary share attributable to the shareholders (expressed in cents per ordinary share)
Basic earnings per share (US$ cents) 13 1 . 51 2. 27
Diluted earnings per share (US$ cents) 13 1.34 1 .9 4
The notes on pages 117 to 159 form part of these financial statements.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 111
Consolidated statement of financial position
as at 31 December 2021
31 December 31 December
2021 2020
Note US$’000 US$’000
Assets
Current assets
Trade and other receivables 18 13,1 03 6, 224
Accrued revenue 5 3 1 ,7 1 9 10,328
Taxes receivable 2,6 05 2,55 3
Cash and cash equivalents 32 5 0 0 ,9 6 4 1 4 ,0 39
Total current assets 54 8, 39 1 33,14 4
Non-current assets
Property and equipment 14 1,626 41 2
Intangible assets 15 1 , 1 67 14 0
Right-of-use assets 16 7, 6 7 2 6 ,9 1 5
Investments in equity-accounted associates 17 9, 4 2 1 —
Total non-current assets 19,886 7, 4 6 7
Total assets 5 68 ,27 7 4 0, 61 1
Liabilities
Current liabilities
Trade and other payables 19 5, 805 2, 207
Lease liabilities 16 2,160 1 , 67 2
Deferred revenue 5 12 ,6 61 7, 3 8 1
Income tax payable 6 ,9 7 0 3,550
Flexible spending account 5 6, 8 19 2 , 3 35
Loans and borrowings 20 — 27
Total current liabilities 34 , 41 5 17 , 17 2
Non-current liabilities
Loans and borrowings 20 — 27
Lease liabilities 16 5,668 5,1 29
Deferred income taxes 22 422 49 2
Total non-current liabilities 6,090 5,6 4 8
Total liabilities 4 0,50 5 22,820
Net assets 5 2 7, 7 7 2 1 7, 7 9 1
Issued capital and reserves attributable to owners of the parent
Share capital 23 9, 3 9 9 1,8 81
Preference shares 23 — —
Share premium account 24 — —
Share-based payment reserve 25 4, 777 331
Merger reserve 24 (7 93 , 2 1 6) —
Foreign exchange reserve 24 (2 1 ,7 1 8) 1 , 378
Retained earnings 24 1, 328,530 14 , 201
Total equity 5 2 7, 7 7 2 1 7, 7 9 1
The financial statements on pages 117 to 159 were approved and authorised for issue by the Board of Directors on
29April2022 and were signed on its behalf by:
D Aharoni
Director
The notes on pages 117 to 159 form part of these financial statements.

112 Alphawave IP Group plc | Annual report and financial statements 2021
Company statement of financial position
as at 31 December 2021
31 December
2021
Note US$’000
Assets
Current assets
Trade and other receivables 18 146
Amounts owed by Group undertakings 367
Taxes receivable 205
Cash and cash equivalents 32 463,360
Total current assets 464,078
Non-current assets
Investments in subsidiaries 17 22,391
Amounts owed by Group undertakings 22,997
Total non-current assets 45,388
Total assets 509,466
Liabilities
Current liabilities
Trade and other payables 19 1,013
Amounts owed to Group undertakings 150
Income tax payable 253
Total current liabilities 1,416
Total liabilities 1,416
Net assets 508,050
Issued capital and reserves attributable to owners of the parent
Share capital 23 9,399
Preference shares 24 —
Share premium account 24 —
Share-based payment reserve 25 4,497
Merger reserve 24 (777,751)
Foreign exchange reserve 24 (23,486)
Retained earnings 24 1,295,391
Total equity 508,050
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not
presented its own statement of comprehensive income in these financial statements. The loss of the Company for the
period was £8.5m.
The financial statements on pages 117 to 159 were approved and authorised for issue by the Board of Directors on
29 April 2022 and were signed on its behalf by:
D Aharoni
Director
The notes on pages 117 to 159 form part of these financial statements.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 113
Consolidated statement of cash flows
for the year ended 31 December 2021
Year ended Year ended
31 December 31 December
2021 2020
Note US$’000 US$’000
Cash flows from operating activities
Profit for the year 9, 4 3 1 1 2, 205
Adjusted for:
Income tax expense 12 1 3 ,7 3 1 4 , 379
R&D tax credit (3 , 0 3 9) (1 , 8 02)
Depreciation of property and equipment 14 642 17 2
Depreciation of right-of-use asset 16 2,485 74 0
Share of loss in joint venture 17 1 2 ,9 3 9 —
Share-based payment 25 6,14 3 565
Subcontracting expense obtained for common shares — 30
Deferred income taxes 12 (74) 261
Finance income 10 (31 2) (19 8)
Finance cost 10 26 113
Lease interest 10 294 82
Foreign exchange (gain) (1 1 2) —
42 ,15 4 1 6 , 5 47
Changes in working capital
(Increase) in trade and other receivables (6 , 8 7 9) (3 ,16 0)
Decrease/(increase) in accrued revenue (21, 391) (9, 0 5 2)
Increase in trade and other payables 2 ,8 59 1 , 8 41
Increase in deferred revenue and flexible spending account 9,76 4 5,65 4
(1 5 , 6 47) (4 ,7 17)
Cash generated from operating activities before tax 26, 50 7 11 ,8 30
Income tax paid (3 , 3 8 3) (5 82)
Withholding taxes paid (4 , 2 3 2) (9 35)
Net cash generated from operating activities 18 ,8 92 10, 31 3
The notes on pages 117 to 159 form part of these financial statements.

114 Alphawave IP Group plc | Annual report and financial statements 2021
Consolidated statement of cash flows continued
for the year ended 31 December 2021
Year ended Year ended
31 December 31 December
2021 2020
Note US$’000 US$’000
Cash flows from investing activities
Purchase of property and equipment 32, 14 (1 ,1 29) (36 8)
Collection of notes receivables — 36
Purchase of intangible assets 15 (1 , 0 38) (1 3 3)
Interest received 10 312 198
Investment in joint venture 17 (22 , 36 0) —
Net cash used in investing activities (24, 2 1 5) (2 67)
Cash flows from financing activities
Issuance of common shares – Initial Public Offering 23 5 0 9, 0 0 3 —
Issuance of common shares 23 1 ,282 86 4
Initial Public Offering share issuance costs 23 (20 , 3 0 8) —
Exercise of options 25 5,089 —
Proceeds from Initial Public Offering stabilisation 23 22,2 38 —
Interest paid 10 (26) (1 1 3)
Decrease in bank indebtedness (5 4) (2,169)
Increase in long-term debt 20 — 52
Repayment of principal under lease liabilities 16 (2 , 494) (1 ,0 0 1)
Net cash generated from/(used in) financing activities 514,730 (2 , 3 67)
Net increase in cash and cash equivalents 5 0 9, 4 0 7 7, 6 7 9
Cash and cash equivalents at start of year 1 4,0 39 5, 626
Effects of foreign exchange on cash and cash equivalents (22,482) 734
Cash and cash equivalents at end of year 32 5 0 0 ,9 6 4 1 4, 039
The notes on pages 117 to 159 form part of these financial statements.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 115
Consolidated statement of changes in equity
for the year ended 31 December 2021
Ordinary Preference Share Share-based Currency
share share premium payment Merger translation Retained Total
capital capital account reserve reserve reserve earnings equity
Note US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Balance at 1 January 2021 1, 88 1 — — 331 — 1 , 378 14 ,20 1 1 7 ,791
Reorganisation accounting (1, 88 1) — — — — — — (1,8 81)
— — — 331 — 1, 378 14 ,20 1 15,910
Comprehensive income
for the year
Profit for the year — — — — — — 9,431 9,431
Other comprehensive expense — — — — — (23,0 96) — (23,0 96)
Total comprehensive income
/(expense) for the year — — — — — (23,0 96) 9,431 (13,665)
Contributions by and
distributions to owners
Issue of shares, primary 23 1 24 ,147 71 3 84 ,85 6 — — — — 509,07 4
Issue of shares, reorganisation 23 796,958 — — — (793,21 6) — — 3,742
Issue of shares, other 23 31 3 — 969 — — — — 1 ,28 2
Exercise of share options 25 4, 06 4 — — (1,06 0) — — 1 ,0 60 4 ,06 4
Transfer on Exercise
of share options,
pre reorganisation — — — (637) — — — (637)
Effect of exercise price
below nominal value 23 1 4, 38 1 — (14, 381) — — — — —
Net costs on issuance
of shares relating to
Initial Public Offering 23 — — 1,930 — — — — 1,930
Capital reduction (930,4 6 4) — (373,37 4) — —
— 1,303,838
—
Share-based payments 25 — — — 6,14 3 — — — 6,14 3
Shares redeemed — (71) — — — — — (71)
Total contributions by
and distributions to owners 9,399 — — 4, 4 46 (793, 216) —
1,304 ,8 98 525,527
Balance at 31 December 2021 9,399 — — 4 , 77 7 (793,21 6) (21,718)
1, 328,530 5 2 7, 7 7 2
Balance at 1 January 2020 4 62 — — 35 — — 1,996 2,493
Comprehensive income
for the year
Profit for the year — — — — — — 12,205 12,205
Other comprehensive income — — — — — 1,378 — 1,378
Total comprehensive income
for the year — — — — — 1,378 12,205 13,58 3
Contributions by and
distributions to owners
Issue of shares 1,419 — — (26 9) — — — 1,150
Share-based payments — — — 565 — — — 5 65
Total contributions by and
distributions to owners 1,41 9 — — 296 — — — 1,715
Balance at 31 December 2020 1 ,88 1 — — 331 — 1, 378 14,201 17 ,791
The tax impact of other comprehensive income/expense is US$nil.
The notes on pages 117 to 159 form part of these financial statements.

116 Alphawave IP Group plc | Annual report and financial statements 2021
Ordinary Preference Share Share-based Currency
share share premium payment Merger translation Retained Total
capital capital account reserve reserve reserve earnings equity
Note US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Balance at 9 December 2020 — — — — — — — —
Comprehensive expense
for the period
Loss for the period — — — — — — (8,447) (8,447)
Other comprehensive expense — — — — — (23,486) — (23,486)
Total comprehensive expense
for the period — — — — — (23,486) (8,447) (31,933)
Contributions by and
distributions to owners
Issue of shares, Primary 23 124,147 71 384,856 — — — — 509,074
Issue of shares, Secondary 23 796,958 — — — — — — 796,958
Issue of shares, other 23 313 — 969 — — — — 1,282
Exercise of share options 25 4,064 — — — — — — 4,064
Reorganisation accounting 23 — — — — (777,751) — — (777,751)
Effect of exercise price
below nominal value 23 14,381 — (14,381) — — — — —
Net costs on issuance of shares
relating to Initial Public Offering — — 1,930 — — — — 1,930
Capital reduction (930,464) — (373,374) — — —
1,303,838 —
Share-based payments 25 — — — 4,497 — — — 4,497
Shares redeemed 23 — (71) — — — — — (71)
Total contributions by and
distributions to owners 9,399 — — 4,497 (777,751) —
1,303,838 539,983
Balance at 31 December 2021 9,399 — — 4,497 (777,751) (23,486)
1,295,391 508,050
The tax impact of other comprehensive income/expense is US$nil.
The notes on pages 117 to 159 form part of these financial statements.
Company statement of changes in equity
for the period ended 31 December 2021

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 117
1 General information
Alphawave IP Group plc (the ‘Company’) is a public limited
company whose shares are listed on the main market of the
London Stock Exchange and is incorporated and domiciled
in England and Wales. The address of its registered office
is 6th Floor, 65 Gresham Street, London, United Kingdom,
EC2V 7NQ.
The principal activities of the Company and its subsidiaries
(the ‘Group’) are detailed in the Directors’ report.
2 Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation
of the consolidated financial statements are set out below.
The policies have been consistently applied to all theyears
presented, unless otherwise stated.
The Company was incorporated on 9 December 2020.
Therefore, the Company results represent the period from
incorporation to 31 December 2021.
The consolidated financial statements are presented in US$,
which is the Group’s presentational currency. Each of the
five trading entities in the Group have different functional
currencies, with Alphawave IP Inc. being accounted for
in CAD$, Alphawave IP Corp., Alphawave IP Limited and
Alphawave IP (BVI) Ltd in US$ and the Company in GBP.
The currencies used by each entity reflect the functional
currency of that entity. However, it was decided to use US$
as the Group’s presentational currency as substantially all
of the Group’s revenues and a significant part of the costs
are denominated in US$ and it is typically the presentational
currency used across the semiconductor industry.
Amounts are rounded to the nearest thousand, unless
otherwise stated.
The consolidated financial statements of the Group (the
‘consolidated financial statements’) have been prepared
in accordance with international accounting standards
in accordance with UK-adopted international accounting
standards (‘UK-adopted IFRS’). The Company has elected
to prepare its individual financial statements in accordance
with FRS 101; these are presented on pages 112 and 116.
In preparing separate financial statements, the Company
has taken advantage of certain disclosure exemptions
conferred by FRS 101:
• certain disclosures required under IFRS 15 Revenue
from Contracts from Customers, including disaggregation
of revenue, details of changes in contract assets and
liabilities, and details of incomplete performance
obligations;
• paragraphs 91 to 99 of IFRS 13 Fair Value measurement
(disclosure of valuation techniques and inputs used for
fair value measurement of assets and liabilities);
• the requirement in paragraph 38 of IAS 1 Presentation of
Financial Statements to present comparative information
in respect of:
• paragraph 79(a)(iv) of IAS 1;
• paragraph 73(e) of IAS 16 Property, Plant and
Equipment;
• the requirements of paragraphs 10(d), 10(f), 16, 38A,
38B, 38C, 38D, 40A, 40B, 40C, 40D, 111, 134 and 136
ofIAS 1 Presentation of Financial Statements;
• the requirements of IAS 7 Statement of Cash Flows;
• the requirements of paragraphs 30 and 31 of IAS 8
Accounting Policies, Changes in Accounting Estimates
and Errors;
• the requirements of paragraphs 17 of IAS 24 Related
Party Disclosures to disclose key management personnel
compensation and 18A of IAS 24 Related Party
Disclosures to disclose amounts incurred by the entity for
provision of key management personnel services that are
provided by a separate management entity; and
• the requirements in IAS 24 Related Party Disclosures to
disclose related party transactions entered into between
two or more members of a group, provided that any
subsidiary which is a party to the transaction is wholly
owned by such a member.
The Company has taken advantage of the exemption allowed
under section 408 of the Companies Act 2006 and has not
presented its own statement of comprehensive income in
these financial statements.
In addition, and in accordance with FRS 101, further
disclosure exemptions have been applied because
equivalent disclosures are included in the consolidated
financial statements:
• the requirements of IFRS 7 Financial Instruments:
Disclosures.
Where required, equivalent disclosures are given in the
Group financial statements.
The preparation of financial statements in compliance with
adopted IFRS requires the use of certain critical accounting
estimates. It also requires Group management to exercise
judgement in applying the Group’s accounting policies.
Theareas where significant judgements and estimates have
been made in preparing the financial statements and their
effect are disclosed in note 3.
Basis of measurement
The financial statements have been prepared on
the historical cost basis except where IFRS requires
an alternative treatment, including certain financial
instruments.
Notes to the consolidated financial statements
for the year ended 31 December 2021

118 Alphawave IP Group plc | Annual report and financial statements 2021
2 Accounting policies continued
Changes in accounting policies
a) New standards, interpretations and amendments
There were a number of amendments to existing standards
which were effective in the year ended 31 December 2021,
none of which were relevant to the Group.
b) New standards, interpretations and amendments
not yet effective
There are a number of standards, amendments to
standards, and interpretations which have been issued by
the IASB that are effective in future accounting periods that
the Group has decided not to adopt early.
The following amendments are effective for the period
beginning 1 January 2022:
• Onerous Contracts – Cost of Fulfilling a Contract
(Amendments to IAS 37);
• Property, Plant and Equipment: Proceeds before
Intended Use (Amendments to IAS 16);
• Annual Improvements to IFRS Standards 2018-2020
(Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41);
and
• References to Conceptual Framework
(Amendments toIFRS 3).
The following amendments are effective for the period
beginning 1 January 2023:
• Disclosure of Accounting Policies (Amendments to IAS 1
and IFRS Practice Statement 2);
• Definition of Accounting Estimates (Amendments to
IAS8); and
• Deferred Tax Related to Assets and Liabilities arising
froma Single Transaction (Amendments to IAS 12).
In January 2020, the IASB issued amendments to IAS1,
which clarify the criteria used to determine whether
liabilities are classified as current or non-current.
These amendments clarify that current or non-current
classification is based on whether an entity has a right at
the end of the reporting period to defer settlement of the
liability for at least twelve months after the reporting period.
The amendments also clarify that ‘settlement’ includes
the transfer of cash, goods, services or equity instruments
unless the obligation to transfer equity instruments arises
from a conversion feature classified as an equity instrument
separately from the liability component of a compound
financial instrument. The amendments were originally
effective for annual reporting periods beginning on or after
1January 2022. However, in May 2020, the effective date
was deferred to annual reporting periods beginning on or
after 1 January 2023.
In response to feedback and enquiries from stakeholders,
in December 2020, the IFRS Interpretations Committee
(IFRIC) issued a Tentative Agenda Decision, analysing the
applicability of the amendments to three scenarios. However,
given the comments received and concerns raised on some
aspects of the amendments, in April 2021, IFRIC decided not
to finalise the agenda decision and referred the matter to the
IASB. In its June 2021 meeting, the IASB tentatively decided
to amend the requirements of IAS 1 with respect to the
classification of liabilities subject to conditions and disclosure
of information about such conditions and to defer the
effective date of the 2020 amendment by at least one year.
The Directors are currently assessing the impact of these
new accounting standards and amendments. The Directors
do not expect any standards issued by the IASB, but not yet
effective, to have a material impact on the Group.
Basis of consolidation
Where the Company has control over an investee, it is
classified as a subsidiary. The Company controls an investee
if all three of the following elements are present: power over
the investee, exposure to variable returns from the investee,
and the ability of the investor to use its power to affect those
variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of
these elements of control.
The consolidated financial statements present the results
of the Company and its subsidiaries (the ‘Group’) as if
they formed a single entity. Intercompany transactions
and balances between Group companies are therefore
eliminated in full.
Joint ventures are accounted for using the equity method,
where the Group’s share of post-acquisition profits and
losses and other comprehensive income is recognised in
the consolidated statement of comprehensive and other
comprehensive income (except for losses in excess of the
Group’s investment in the joint venture unless there is an
obligation to make good those losses).
Business combinations
The Company was incorporated on 9 December 2020.
On 14 May 2021, a reorganisation of Alphawave IP’s
corporate structure was completed, which resulted in
the Company being the sole owner of Alphawave IP Inc.
Pursuant to an agreement between the Company, Alphawave
IP Inc. and each of the members of Alphawave IP Inc., the
issued and outstanding Alphawave IP Inc. common shares
were exchanged for 20 ordinary shares of the Company
with a nominal value of GBP1. As such the Company issued
563,859,059 ordinary shares increasing its share capital by
this amount. At the time of the exchange, the net assets of
Alphawave IP Inc. had a book value of GBP13,589,766 which
was posted as an investment in the books of the Company
and the difference posted to the merger reserve, in line with
merger accounting as described below.
Notes to the consolidated financial statements continued
for the year ended 31 December 2021

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 119
The merger reserve in the consolidated financial statements
reflects the difference between the share capital of the
shares issued in the Company US$796,958 in exchange
for the shares in Alphawave IP Inc. and the share capital
of Alphawave IP Inc. US$3,742 (as at the date of the
reorganisation).
The Group reconstruction has been accounted for in
accordance with the principles of merger accounting,
asacommon control transaction under IFRS 3.B1.
Alphawave IP Inc. was controlled by the same individuals as
Alphawave IP Group plc previously, and their rights relative
to each other were unchanged. Therefore, the shareholders
have a continuing interest in the business, both before and
after its transfer. Consequently, these financial statements
have been prepared as if Alphawave IP Group plc had
always been the holding company.
The Company was admitted to listing on the London Stock
Exchange on 18 May 2021.
There has been no recognition of acquisitions in the year
that have been agreed but not closed out by the year end.
Going concern
As of 31 December 2021, the Group had cash and cash
equivalents of US$501m. Considering the Group’s financial
position as of 31 December 2021 and its principal risks and
opportunities, a going concern analysis has been prepared
for the twelve-month period from the date of signing the
consolidated financial statements (the ‘going concern
period’) utilising realistic scenarios and applying a severe
but plausible downside scenario.
The Directors’ assessment of the Group’s ability to continue
to adopt the going concern basis of accounting included:
• obtaining and reviewing management’s base case
scenario, including the twelve-month period from the
date of signing the consolidated financial statements,
together with the basis for key trading and financial
assumptions;
• obtaining and reviewing management’s downside
scenarios over the forecast period, including the extreme
scenario that the Group fails to win any new orders and
executes only against its existing contracted orders with
no significant reduction in its operating cost base;
• considering whether the assumptions are consistent with
our understanding of the business obtained during the
course of the audit and external circumstances arising
from the impact of COVID-19, noting that the impact
on the business thus far from COVID-19 has not been
material. Beginning in March 2020, the governments of
Canada and Ontario, as well as foreign governments,
instituted emergency measures as a result of the
COVID-19 virus. The Group has continued to operate
with limited impact on its financial position and cash
flows;and
• ensuring that post-year end events have been factored
into management’s forecasts, including completion of the
acquisition of Precise-ITC in January 2022 and assuming
completion of the acquisition of OpenFive.
Even under the severe downside scenario, the analysis
demonstrates the Group can continue to maintain sufficient
liquidity headroom and continue to comply with all financial
obligations. Therefore, the Directors believe the Group is
adequately resourced to continue in operational existence
for at least the twelve-month period from the date of
signing the consolidated financial statements. Accordingly,
the Directors considered it appropriate to adopt the going
concern basis of accounting in preparing the consolidated
financial statements.
Basis of organisation
The Group’s management has performed its evaluation for
reporting its reportable segments, if any, and concluded
that the Group’s business constitutes only one operating
segment as all its products and services are of similar nature
and focus on customers from the same industry. Itsentire
revenues, expenses, assets and liabilities pertain to the
one business as a whole. This has been ratified by the chief
operating decision-makers (CODMs), Tony Pialis (President
& Chief Executive Officer) and Daniel Aharoni (Chief
Financial Officer), who are deemed best placed to evaluate
the entity’s operating results to assess performance and to
allocate resources. Therefore, there was no information to
be disclosed for operating segments.
Revenue recognition
Revenue is recognised in accordance with IFRS 15 Revenue
From Contracts with Customers, upon transfer of control of
promised products or services to customers in an amount
that reflects the consideration the Group expects to be
entitled to in exchange for those products or services.
The Group enters into contracts with customers to license
its intellectual property (IP) products, which consist
primarily of software files that customers use to create,
integrate and operate functional building blocks within a
semiconductor device. Such contracts can include various
combinations of IP products and support, some of which
are distinct and are accounted for as separate performance
obligations.

120 Alphawave IP Group plc | Annual report and financial statements 2021
2 Accounting policies continued
Revenue recognition continued
IP products
The Group’s IP products are typically licensed under
standard pay-per-use licence agreements and are
delivered over the period its customers are developing their
semiconductor products, which can span several years.
The Group categorises its standard pay-per-use licences
into three types: derivative, migration and R&D:
• derivative licences are utilised when the licensed IP
is derived from an existing IP already developed for a
specific foundry manufacturing node;
• migration licences are utilised when there is a
requirement to migrate existing IP products to new
foundry manufacturing nodes; and
• R&D licences are utilised for new IP products, depending
on the level of complexity, that are being developed.
Due to the complexity of the IP products being delivered
and the need for customers to integrate the IP products with
other IP building blocks in their chip designs, the Group’s
IP products are typically delivered in multiple stages,
referred to as IP views, all of which require some level of
customisation and/or configuration. The delivery of these IP
views occurs over the development phase of the customers’
chip design.
Although delivery of the licensed IP products is split over
multiple deliveries of IP views, each of these deliveries is
not considered distinct as each IP view is highly dependent
on or interrelated with one or more of the other IP views,
as each successive IP view is based on the prior views of
that IP product. Therefore, each IP view is not separately
identifiable from other IP views of the same IP product and
hence they are considered part of the same performance
obligation, being the transfer of the IP product and
associated deliverables to final specification. Further, where
a contract contains multiple IP products and non-recurring
engineering (NRE) work, these products and any NRE
required to deliver them are considered to be a single
performance obligation and not distinct from each other
as customers are unable to benefit from the IP products
on their own or together with other readily available
resources, due to the bespoke nature of the configuration
that the Group performs on the IP products as part of the
licence arrangements. Support is considered a separate
performance obligation from the transfer of the IP product,
as customers can benefit from the service with other
resources that are readily available to them and the Group’s
promise to transfer the service is separately identifiable
from other performance obligations in the contract.
Each contract to license the Group’s IP products includes
pricing to be paid by the customer, based on the specific
IP products licensed and the amount of any NRE required.
Contracts do not typically permit refunds and payment
terms often align with delivery of the IP views and final
silicon acceptance and are within the contract milestones,
and as such, there is no financing element associated with
the contractual payment terms. Payment terms are based
on completion of milestones throughout the project life for
fixed price contracts and payment is generally due within
30days of receipt of invoice. In one instance we offered
credit terms to a customer on which a commercial rate of
interest was charged.
Any major modifications to the contract or IP product
specification will typically result in a new contract being
signed with the customer for the additional work. In
assessing whether a contract modification should be
accounted for as part of the original contract or as a
separate contract, the Group considers the following:
• whether the contract modification is ‘accepted’, i.e. it
creates legally enforceable rights and obligations on the
parties to the contract;
• if the contract modification is accepted, whether it adds
distinct goods or services that are priced commensurate
with stand-alone selling prices; and
• if the contract modification does not add distinct goods or
services that are priced commensurate with stand-alone
selling prices, whether the remaining goods or services
are distinct from those already transferred.
If the contract modification is not accepted, it is accounted
for as part of the original contract until such point that
it is accepted. If the contract modification is accepted
and it adds distinct goods or services that are priced
commensurate with stand-alone selling prices, it is
accounted for as a separate contract. If the contract
modification is accepted and it does not add distinct
goodsor services that are priced commensurate with
stand-alone selling prices, and the remaining goods or
services are distinct from those already transferred, it is
accounted for as termination of the existing contract and
creation of a new contract. If the contract modification is
accepted and it does not add distinct goods or services that
are priced commensurate with stand-alone selling prices,
and the remaining goods or services are not distinct from
those already transferred, it is accounted for as part of the
originalcontract.
The contract price is allocated to the support performance
obligation based on its relative standalone selling price
and the Group uses the residual method to allocate the
remaining contract price to the IP product performance
obligation. The contract price allocated to the IP products is
recognised as the IP products are delivered to the customer.
Notes to the consolidated financial statements continued
for the year ended 31 December 2021

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 121
On partially completed contracts, the Group recognises
IPproduct revenue based on the stage of completion of the
IP delivery, which is estimated by comparing the number
of hours spent with the total number of hours expected to
be spent to complete the IP delivery (i.e. an input-based
method). Revenue on such contracts is recognised over
time in this way, as, due to the highly bespoke nature of
the work carried out by the Group in configuring IP views
for a customer, the Group is limited practically from readily
directing the asset (the IP product) in its completed state
for another use and the Group has an enforceable right to
payment for performance completed to date, as per the
terms of the contract.
Material hours are typically incurred towards fulfilment
of the performance obligation prior to contract signature.
These hours are included in our percentage of completion
calculations.
Following delivery of final IP product deliverables, a
proportion of revenue is held back (the amount dependent
on the type of licence and the maturity of the licensed
IP products), until silicon acceptance is achieved by the
customer. Silicon acceptance is a contractual milestone
where the customer confirms or is contractually deemed to
confirm that our IP, once integrated into silicon, complies
with the contractual specification. The amount of revenue
deferred, which is based on judgement, is intended to cover
the potential for any additional work required to ensure
our delivered IP meets the specifications in the licence
agreement.
The cumulative effects of revisions to contract revenues and
estimated completion costs are recorded in the accounting
period in which the amounts become evident and can be
reasonably estimated. These revisions can include such
items as the effects of change orders as described above.
Support
Contracts for IP products contain a separate performance
obligation to provide support services. Such support
services typically cover two areas of support, namely
‘Integration Support’ and ‘Bring-up Support’.
Integration Support consists of assistance with the
integration of the licensed IP product into the licensee’s
target product (i.e. their semiconductor design). Such
assistance includes support to address questions and
debugintegration issues encountered by the licensee.
Bring-up Support consists of assistance with troubleshooting
‘bring-up’ issues with ensuring the licensed IP product
is functional in the licensee’s target product. ‘Bring-up’
is a semiconductor industry term for ensuring atest chip
isfunctional.
Support is considered a separate performance obligation
from delivery of the IP products, as customers can benefit
from the service with other resources that are readily
available to the customer and the Group’s promise to
transfer the service is separately identifiable from other
performance obligations in the contract.
The support performance obligation is separately priced in
customer contracts and revenue is allocated to it based on
its relative standalone selling price. Payment milestones
are on the anniversaries of the contract effective date and
payment is generally due within 30 days of receipt of invoice.
Support revenue is recognised over time, as it is a
stand-ready obligation, and the customer simultaneously
receives and consumes the benefits provided as they are
performed by the Group. As the number of hours required to
provide support services is uncertain and there is typically
no maximum number of hours stated in the contract,
revenue isrecognised rateably over the contractual
periodofsupportprovision.
Reseller
Under the three-year exclusive subscription reseller
agreement with VeriSilicon, exclusivity fees are invoiced and
collected quarterly. Revenue is recognised on a percentage
of completion basis once the IP is licensed by VeriSilicon to
a third party, with any invoices credited against exclusivity
fees paid. The exclusivity payments represent minimum
annual payments from the reseller to Alphawave IP and can
be offset against any purchases made for licences to third
parties in the calendar year.
Exclusivity payments under this agreement are a form
of ‘breakage’, as defined in the accounting standard.
Ourexpectation is that the exclusivity payments will be
utilised against purchases of IP products by the reseller,
which can occur at any time during the calendar year.
Weconsider that the likelihood of the customer exercising
its remaining rights only becomes remote at the end of
the period to which the exclusivity payment relates as any
unused exclusivity payments cannot be carried forward
to future periods. This judgement minimises the risk of a
significant reversal of revenue in the period.

122 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
2 Accounting policies continued
Revenue recognition continued
Income from joint venture
The subscription licence agreement entered into with
WiseWave provides them with right of use to a library
of our IP products for a period of five years. The Group
does not expect to undertake any activities that impact
the IP product after delivery to the customer. Based on
engineering schedules, we have estimated the total number
of IP products that we expect to provide into the library for
the duration of the agreement. This estimate gives rise to
a variable price per IP product as the total contract value
is assigned to the estimated total number of performance
obligations. As we do not usually provide individual licences
without NRE to customers it is difficult to determine the
standalone selling price of each performance obligation.
Given that there is a variable number of products to be
provided in the future, on an if-and-when available basis,
the revenue attributable to each performance obligation
constitutes variable consideration. Therefore, we exercise
judgement in applying constraints for revenue recognition in
order to minimise the risk of significant reversals of revenue
in future periods. Revenue on this agreement is recognised
at a point in time when an IP product is added to the library,
as this is when we consider control of the IP product is
transferred to the customer.
Accrued revenue and deferred revenue
The timing of delivery of products and services to customers
may differ from the timing of invoices and the customers’
payments. Billed and/or collected amounts for which the
products or services are not yet delivered, and recognition
conditions are not met as at the reporting date, are recorded
as deferred revenue. Where products or services are
delivered, and recognition conditions are met, however
no amounts have been billed and/or collected, revenue
is recognised with a corresponding amount recorded as
accrued revenue.
Costs of obtaining long-term contracts and
costsoffulfillingcontracts
Incremental commissions paid to staff for work in obtaining
contracts of periods longer than one year are recorded in
capitalised contract costs and amortised based on the stage
of completion of the contract, i.e. in the same pattern as
revenue is recognised (see above). No judgement is needed
to measure the amount of costs of obtaining contracts as the
commission paid is based on a percentage of the booking.
Under IFRS 15, in order for costs of obtaining contracts
(including commissions) to be capitalised, they must be
incremental. The Group is satisfied that it is appropriate
to capitalise these costs in accordance with IFRS 15 as
they would not have been incurred had it not been for the
acquisition of new customer contracts.
Strategic, integration and other non-recurring items
The Group incurred costs from certain strategic, integration
and other non-recurring items, e.g. Initial Public Offering
costs. Management has disclosed these separately to
enable a greater understanding of the underlying results of
the trading business so that the underlying run rate of the
business can be established and compared on a like-for-like
basis each year.
Defined contribution schemes
Contributions to defined contribution pension schemes are
charged to the consolidated statement of comprehensive
income in the year to which they relate.
Government grants
Government grants received for qualifying expenditure
are netted against the cost incurred by the Group.
Whereretention of a government grant is dependent on
theGroup satisfying certain criteria, it is initially recognised
asdeferred income. When the criteria for retention have
been satisfied, the deferred income balance is released to
the consolidated statement of comprehensive income or
netted against the asset purchased.
Share-based payments
The Group operates an equity-settled, share-based payment
compensation plan, under which the entity receives services
from employees as consideration for equity instruments,
options and restricted share units (RSUs), of the Group.
The fair value of the employee service received in exchange
for the grant of the options is recognised as an expense over
the vesting period.
Share options and RSUs granted to employees are
accounted for under the fair value-based method of
accounting using fair value for the underlying equity
instrument. Fair values are determined in accordance
withthe Black-Scholes-Merton option-pricing model
(BSM).Management exercises judgement in determining
the underlying share price volatility, expected forfeitures
and other parameters of the calculations. Share options and
RSUs granted to service providers are valued using fair value
of services obtained, and if that is not determinable, at the
fair value of the underlying equity instrument as per BSM.
Where options and RSUs are exercised, the Company issues
new shares and the proceeds received, net of any directly
attributable transaction costs, are credited to share capital.
If an option or RSU is cancelled this is accounted for as
an acceleration of the vesting period and any amount
unrecognised is recognised immediately.
Upon expiry of the options or RSUs, the value that had
beenascribed to the expired options or RSUs remains
intheshare-based payment reserve.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 123
When terms of the options or RSUs are modified at a future
date, the fair value of the options or RSUs are adjusted for
the new terms using the BSM. Any difference in fair value is
adjusted as a change to share-based payment reserve and
share-based payment expense.
Research and development
Research costs are expensed as incurred. Development
expenditures on an individual project are recognised as an
intangible asset when the Group can demonstrate:
• the technical feasibility of completing the intangible asset
so that it will be available for use or sale;
• its intention to complete the asset and to use or sell it;
• the ability to use or sell the intangible asset;
• how the asset will generate future economic benefits;
• the availability of resources to complete the asset; and
• the ability to measure reliably the expenditure during
development.
As of 31 December 2021, the Group has not capitalised
any development costs as technical feasibility has not
beenreached.
Foreign currency
Transactions entered into by Group entities in a currency
other than the currency of the primary economic
environment in which they operate (their ‘functional
currency’) are recorded at the rates ruling when the
transactions occur. Foreign currency monetary assets
and liabilities are translated at the rates ruling at the
reporting date. Exchange differences arising on the
retranslation of unsettled monetary assets and liabilities
arerecognised immediately in the consolidated statement
ofcomprehensive income.
On consolidation, the results of overseas operations are
translated into US$ at rates approximating to those ruling
when the transactions took place. All assets and liabilities
ofoverseas operations are translated at the rate ruling at the
reporting date. Exchange differences arising on translating
the opening net assets at opening rate and the results of
overseas operations at actual rate are recognised in other
comprehensive income and accumulated in the foreign
exchange reserve.
Exchange differences recognised in profit or loss in Group
entities’ separate financial statements on the translation
of long-term monetary items forming part of the Group’s
net investment in the overseas operation concerned are
reclassified to other comprehensive income and accumulated
in the foreign exchange reserve on consolidation.
Interest income
Interest income is recorded on accrual basis and is
included in finance income in the consolidated statement of
comprehensive income.
Interest income from customers is recognised monthly at an
agreed annual interest rate over the period of the contract.
Borrowing costs
Interest expense is recognised on the basis of the effective
interest method and is included in finance expense in the
consolidated statement of comprehensive income.
Taxation
The tax expense for the year comprises current and deferred
tax. Tax is recognised in the consolidated statement of
comprehensive income, except that a charge attributable
to an item of income or expense recognised as other
comprehensive income is also recognised directly in
othercomprehensive income.
The current tax charge is calculated on the basis of tax rates
and laws that have been enacted or substantively enacted
by the reporting date in the countries where the Group
operates and generates taxable income.
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the consolidated
statement of financial position differs from its tax base,
except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or liability in a
transaction which is not a business combination and at
the time of the transaction affects neither accounting or
taxable profit, and
• investments in subsidiaries and joint arrangements where
the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will
not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using
tax rates that have been enacted or substantively enacted
by the reporting date and are expected to apply when the
deferred tax liabilities are settled.

124 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
2 Accounting policies continued
Taxation continued
When there is uncertainty concerning the Group’s filing
position regarding the tax bases of assets or liabilities,
the taxability of certain transactions or other tax-related
assumptions, then the Group:
• considers whether uncertain tax treatments should be
considered separately, or together as a group, based
on which approach provides better predictions of the
resolution;
• determines if it is probable that the tax authorities will
accept the uncertain tax treatment; and
• if it is not probable that the uncertain tax treatment will
be accepted, measures the tax uncertainty based on
the most likely amount or expected value, depending on
whichever method better predicts the resolution of the
uncertainty. This measurement is required to be based
on the assumption that each of the tax authorities will
examine amounts they have a right to examine and have
full knowledge of all related information when making
those examinations.
Deferred tax assets and liabilities are offset when the Group
has a legally enforceable right to offset current tax assets
and liabilities and the deferred tax assets and liabilities
relate to taxes levied by the same tax authority on either:
• the same taxable Group company; or
• different Group entities which intend either to settle
current tax assets and liabilities on a net basis, or to
realise the assets and settle the liabilities simultaneously,
in each future period in which significant amounts of
deferred tax assets or liabilities are expected to be
settled or recovered.
Sales made to customers incorporated in China and Korea
are subject to withholding tax. Since invoices are raised by
Group entities which operate under the tax authorities in
Canada, a country which has a tax treaty with China and
Korea, withholding tax amounts are treated as prepaid tax
and offset against corporation taxes payable.
Intangible assets
The intangible asset is a purchased licence to use IP. This IP
is being developed by a third-party vendor and amounts paid
to date represent instalments to initiate the development
which is carried at cost.
Expenditure on the developed IP is capitalised if it can be
demonstrated that:
• it is technically feasible to develop the IP for it to be sold;
• adequate resources are available to complete the
development;
• there is an intention to complete and sell the IP;
• sale of the IP will generate future economic benefits, and
• expenditure on the project can be measured reliably.
The intangible asset is carried at cost less accumulated
amortisation and impairment. The intangible asset has
a finite useful economic life and will be amortised on a
straight-line basis over the term of the licence, which is
fiveyears from the date of completion.
Intangible assets are not amortised until the date the
asset is available for use. An intangible asset that is under
development and not yet available for use is tested for
impairment annually by comparing its carrying amount with
its recoverable amount. The residual values and useful lives
are reviewed by management at each reporting date and
those estimates are adjusted if required.
Property and equipment
Property and equipment are carried at cost less
accumulated depreciation and impairment losses, if any.
Cost includes initial cost and subsequent expenditures
that are directly attributable to the related asset when it
is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can
be measured reliably. All other repair and maintenance
costs are charged to the consolidated statement of
comprehensive income during the year they are incurred.
Depreciation is provided on items of property and
equipment so as to write off their carrying value over their
expected useful economic lives. It is provided at
the following rates:
Computer equipment – 50% straight line
Furniture and fixtures – 20% straight line
Leasehold improvements – 40% straight line
Property and equipment acquired during the year are
depreciated from the date the asset is available for use
as intended until the date of de-recognition. The residual
values and useful lives are reviewed by management at each
reporting date and adjusted if the impact on depreciation is
significant. Property and equipment are regularly reviewed
to eliminate obsolete items.
An item of property and equipment is de-recognised
upon disposal or when no future economic benefits
are expected from its use. Any gain or loss arising on
de-recognition of the asset is included in the consolidated
statement of comprehensive income in the year the asset
isde-recognised.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 125
Leases
Identifying leases
The Group accounts for a contract, or a portion of a contract,
as a lease when it conveys the right to use an asset for a
period of time in exchange for consideration. Leases are
those contracts that satisfy the following criteria:
• there is an identified asset;
• the Group obtains substantially all the economic benefits
from use of the asset; and
• the Group has the right to direct use of the asset.
The Group considers whether the supplier has substantive
substitution rights. If the supplier does have those rights,
the contract is not identified as giving rise to a lease.
In determining whether the Group obtains substantially
all the economic benefits from use of the asset, the Group
considers only the economic benefits that arise from the use
of the asset, not those incidental to legal ownership or other
potential benefits.
In determining whether the Group has the right to direct use
of the asset, the Group considers whether it directs how and
for what purpose the asset is used throughout the period of
use. If there are no significant decisions to be made because
they are pre-determined due to the nature of the asset,
the Group considers whether it was involved in the design
of the asset in a way that predetermines how and for what
purpose the asset will be used throughout the period of use.
If the contract or portion of a contract does not satisfy these
criteria, the Group applies other applicable IFRSs rather
than IFRS 16.
All leases are accounted for by recognising a right-of-use
asset and a lease liability except for:
• leases of low-value assets; and
• leases with a term of twelve months or less.
The Group has elected to use the recognition exemptions
listed above and thus does not apply the right-of-use asset
and lease liability measurement requirements to these
items. Leases of low-value assets and short-term leases are
expensed on a straight-line basis over the life of the lease.
Lease liabilities are measured at the present value of
thecontractual payments due to the lessor over the lease
term, with the discount rate determined by reference to the
rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group’s
incremental borrowing rate on commencement of the lease
is used. Variable lease payments are only included in the
measurement of the lease liability if they depend on an
index or rate. In such cases, the initial measurement of the
lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease
payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability
also includes:
• amounts expected to be payable under any residual value
guarantee;
• the exercise price of any purchase option granted in
favour of the Group if it is reasonably certain to exercise
that option; and
• any penalties payable for terminating the lease, if the
term of the lease has been estimated on the basis of the
termination option being exercised.
Right-of-use assets are initially measured at the amount of
the lease liability, reduced for any lease incentives received,
and increased for:
• lease payments made at or before commencement of
thelease;
• initial direct costs incurred; and
• the amount of any provision recognised where the Group
is contractually required to dismantle, remove or restore
the leased asset (typically leasehold dilapidations).
Subsequent to initial measurement, lease liabilities
increase as a result of interest charged at a constant rate
on the balance outstanding and are reduced for lease
payments made. Right-of-use assets are amortised on a
straight-line basis over the remaining term of the lease or
over the remaining economic life of the asset if, rarely, this
isjudgedto be shorter than the lease term.
When the Group revises its estimate of the term of any lease
(because, for example, it reassesses the probability of a
lessee extension or termination option being exercised),
itadjusts the carrying amount of the lease liability to reflect
the payments to make over the revised term, which are
discounted at the same discount rate that applied on lease
commencement. The carrying value of lease liabilities is
similarly revised when the variable element of future lease
payments dependent on a rate or index is revised. In both
cases an equivalent adjustment is made to the carrying
value of the right-of-use asset, with the revised carrying
amount being amortised over the remaining (revised)
leaseterm.
Where a variable lease payment that is dependent on an
index or rate is present in the lease, the lease liability and
right-of-use asset is remeasured once the rate is known.
Any variable lease payments that are not dependent on an
index or rate are expensed in the period they are incurred.

126 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
2 Accounting policies continued
Leases continued
Identifying leases continued
When the Group renegotiates the contractual terms of
alease with the lessor, the accounting depends on the
nature of the modification:
• if the renegotiation results in one or more additional
assets being leased for an amount commensurate with
the standalone price for the additional rights-of-use
obtained, the modification is accounted for as a separate
lease in accordance with the above policy;
• in all other cases where the renegotiation increases
the scope of the lease (whether that is an extension to
the lease term, or one or more additional assets being
leased for an amount that is not commensurate with
the standalone price for the additional rights-of-use
obtained), the lease liability is remeasured using the
discount rate applicable on the modification date, with
the right-of-use asset being adjusted by the same
amount; and
• if the renegotiation results in a decrease in the scope
of the lease, both the carrying amount of the lease
liability and right-of-use assets are reduced by the same
proportion to reflect the partial for full termination of
the lease with any difference recognised in profit or loss.
The lease liability is then further adjusted to ensure its
carrying amount reflects the amount of the renegotiated
payments over the renegotiated term, with the modified
lease payments discounted at the rate applicable on the
modification date. The right-of-use asset is adjusted by
the same amount.
For contracts that both convey a right to the Group to use
an identified asset and require services to be provided to
the Group by the lessor, the Group has elected to account
for the entire contract as a lease, i.e. it does not allocate
any amount of the contractual payments to, and account
separately for, any services provided by the supplier as part
of the contract.
Investments in subsidiaries
Investments in subsidiaries in the Company financial
statements are carried at cost less any provision for losses
arising on impairment.
Investments in joint ventures
The Group is a party to a joint arrangement when there is a
contractual arrangement that confers joint control over the
relevant activities of the arrangement to the Group and at
least one other party. Joint control is assessed under the
same principles as control over subsidiaries.
Joint ventures are initially recognised in the consolidated
statement of financial position at cost. Subsequently
joint ventures are accounted for using the equity method,
where the Group’s share of post-acquisition profits and
losses and other comprehensive income is recognised
in the consolidated statement of comprehensive income
(except for losses in excess of the Group’s investment in
the joint venture unless there is an obligation to make good
thoselosses).
Profits and losses arising on transactions between the
Group and its joint ventures are recognised only to the
extent of unrelated investors’ interests in the joint venture.
The Group’s share in the joint venture’s profits and losses
resulting from these transactions is eliminated against the
carrying value of the joint venture.
Any premium paid for a joint venture above the fair value of
the Group’s share of the identifiable assets, liabilities and
contingent liabilities acquired is capitalised and included
in the carrying amount of the joint venture. Where there is
objective evidence that the investment in the joint venture
has been impaired, the carrying amount of the investment
is tested for impairment in the same way as other
non-financialassets.
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets
are reviewed at each reporting date to determine whether
there is any indication of impairment. If such indication
exists, the recoverable amount of such asset is estimated.
An impairment loss is recognised wherever the carrying
amount of the asset exceeds its recoverable amount.
Impairment losses are recognised in the consolidated
statement of comprehensive income. A previously
recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount
of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that
would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years.
Such reversal is recognised in the consolidated statement
ofcomprehensive income.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 127
Investment tax credits
Investment tax credits receivable are amounts recoverable
from the Canadian federal and provincial government
under the SRED incentive programme. These tax credits
are not received in cash, they are netted off against the
Group’s current tax charge. The amounts that are claimed
under the programme represent the amounts submitted by
management based on research and development costs
paid during the year and include a number of estimates
and assumptions made by management in determining the
eligible expenditures. Investment tax credits are recorded
when there is reasonable assurance that the Group will
realise the investment tax credits receivable and are netted
against the related expenditure. Recorded investment tax
credits are subject to review and approval by tax authorities
and, therefore, amounts eventually netted off against
the Group’s current tax charge may be different from the
amounts recorded.
Short-term employee benefits
A liability is recognised for benefits accruing to employees
in respect of wages and salaries, annual leave and sick
leave in the period the related service is rendered at the
undiscounted amount of the benefits expected to be paid
inexchange for that service.
Cash and cash equivalents
Cash and cash equivalents include cash and liquid investments
with a term to maturity of 90 days or less at thereporting date.
Financial instruments
Financial assets and financial liabilities are recognised in the
Group’s consolidated statement of financial position when
the Group becomes a party to the contractual provisions of
the instrument.
Financial assets and financial liabilities are initially measured
at fair value. Except for financial assets and financial liabilities
measured at fair value through profit or loss, transaction
costs that are directly attributable to the acquisition or
issuance of financial assets and financial liabilities are added
to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, upon initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss.
Financial assets
All recognised financial assets are measured subsequently
in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.
Theclassification and measurement of financial assets
afterinitial recognition at fair value depends on the business
model for managing the financial asset and the contractual
terms of the cash flows. Financial assets are classified in
one of the three categories:
a) Amortised cost
Financial assets that are debt instruments and are held
within a business model whose objective is to collect the
contractual cash flows, and that have contractual cash flows
that are solely payments of principal and interest (SPPI) on
the principal outstanding, are measured at amortised cost
at each subsequent reporting period. The Group classifies
accounts receivable and notes receivable as financial assets
that are subsequently measured at amortised cost.
b) Fair value through other comprehensive income
The Group and Company does not have any financial assets
classified as being at fair value through other comprehensive
income.
c) Fair value through profit or loss
The Group and Company does not have any financial assets
classified as being at fair value through profit or loss.
Impairment of financial assets
The Group recognises a loss allowance for expected credit
losses (ECL) on accounts receivable that are measured at
amortised cost. The Group applies the simplified approach
for accounts receivable and recognises the lifetime ECL for
these assets. The ECL on accounts receivable is estimated
using a provision matrix based on the Group’s historical
credit loss experience, adjusted for factors that are specific
to the customers, and general current and forecasted
economic conditions at the reporting date, including time
value of money where appropriate.
For all other financial assets measured at amortised cost
or fair value through other comprehensive income, the
Group recognises lifetime ECL only when there has been a
significant increase in credit risk since initial recognition.
If the credit risk on such financial instruments has not
increased significantly since initial recognition, the Group
measures the loss allowance on those financial instruments
at an amount equal to twelve-month ECL.
Lifetime ECL represents the ECL that will result from all
possible default events over the expected life of a financial
asset. In contrast, twelve-month ECL represents the portion
of lifetime ECL that is expected to result from default events
on a financial asset that are possible within twelve months
after the reporting date.
In assessing whether the credit risk on a financial asset has
increased significantly since initial recognition, the Group
compares the risk of default occurring on the financial asset
at the reporting date with the risk of default occurring at the
initial recognition. The Group considers both quantitative
and qualitative factors that are supportable, including
historical experience and forward-looking information
thatisavailable without undue cost or effort.

128 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
2 Accounting policies continued
Financial instruments continued
Impairment of financial assets continued
Irrespective of the above assessment, the Group presumes
that the credit risk on a financial asset has increased
significantly since initial recognition when contractual
payments are more than 30 days past due, unless the
Group has reasonable and supportable information that
demonstrates otherwise. Despite the foregoing, the Group
presumes that the credit risk on a financial asset has
not increased significantly since initial recognition if the
financial asset is determined to have low credit risk at the
reportingdate.
The Group regularly monitors the effectiveness of the
criteria used to identify whether there has been a significant
increase in credit risk and revises them as appropriate
to ensure that the criteria are capable of identifying a
significant increase in credit risk before the amount
becomes past due.
Definition of default
For internal credit risk management purposes, the Group
considers a financial asset not recoverable if the customer
balance owing is 180 days past due and information
obtained from the customer and other external factors
indicate that the customer is unlikely to pay its creditors
infull.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events
that have a detrimental impact on the estimated future cash
flows of that financial asset have occurred. Evidence that a
financial asset is credit-impaired include observable data
about the following events:
a) significant financial difficulty of the issuer or the
counterparty;
b) a breach of contract, such as a default or past due event;
c) the lender(s) of the debtor, for economic or contractual
reasons relating to the debtor’s financial difficulty, having
granted to the debtor a concession(s) that the lender(s)
would not otherwise consider;
d) it is becoming probable that the debtor will enter
bankruptcy or other financial reorganisation; and
e) the disappearance of an active market for that financial
asset because of financial difficulties.
Write-off policy
The Group writes off and derecognises a financial asset
when there is information indicating that the debtor is in
severe financial difficulty and there is no realistic prospect
of recovery.
Derecognition of financial assets
The Group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially all
the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially
all the risks and rewards of ownership and continues to
control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability
for amounts it may have to pay. If the Group retains
substantially all the risks and rewards of ownership of a
transferred financial asset, the Group continues to recognise
the financial asset and also recognises a collateralised
borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised
cost, the difference between the asset’s carrying amount
and the sum of the consideration received and receivable is
recognised in profit or loss. In addition, on derecognition of
an investment in a debt instrument classified at fair value
through other comprehensive income, the cumulative gain or
loss previously accumulated in the investments revaluation
reserve is reclassified to profit or loss. In contrast, on
derecognition of an investment in an equity instrument
which the Group has designated on initial recognition to
measure at fair value through other comprehensive income,
the cumulative gain or loss previously accumulated in the
investments revaluation reserve is not reclassified to profit
or loss, but is transferred to retained earnings.
Financial liabilities
All financial liabilities are measured subsequently at
amortised cost using the effective interest method or
atfairvalue through profit or loss.
Financial liabilities are classified as at fair value through
profit or loss when the financial liability is:
a) contingent consideration of an acquirer in a business
combination;
b) held for trading; or
c) it is designated as at fair value through profit or loss.
A financial liability is classified as held for trading if it has
been acquired principally for the purpose of repurchasing
it in the near term or on initial recognition it is part of a
portfolio of identified financial instruments that the Group
manages together and has a recent actual pattern of
short-term profit-taking, or it is a derivative financial liability.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 129
A financial liability other than a financial liability held
for trading or contingent consideration of an acquirer
in a business combination may be designated as at fair
value through profit or loss upon initial recognition if
such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would
otherwise arise or the financial liability forms part of a group
of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value
basis, in accordance with the Group’s documented risk
management or investment strategy, and information about
the grouping is provided internally on that basis.
Financial liabilities classified or designated at fair value
through profit or loss are measured at fair value, with any
gains or losses arising on changes in fair value recognised
in profit or loss. However, for financial liabilities that are
designated as fair value through profit or loss, the amount
of change in the fair value of the financial liability that
is attributable to changes in the credit risk of the issuer
is recognised in other comprehensive loss, unless the
recognition of the effects of changes in the liability’s credit
risk in other comprehensive loss would create or enlarge
an accounting mismatch in profit or loss. The remaining
amount of change in the fair value of a liability is recognised
in profit or loss. Changes in fair value attributable to a
financial liability’s credit risk that are recognised in other
comprehensive loss are not subsequently reclassified
to profit or loss; instead, they are transferred to retained
earnings upon derecognition of the financial liability.
The Group classifies accounts payable, accrued liabilities
and lease liabilities at amortised cost.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only
when, the Group’s obligations are discharged, cancelled or
have expired. The difference between the carrying amount
of the financial liability derecognised and the consideration
paid and payable is recognised in profit or loss.
Share capital
Ordinary shares are classified as equity. Equity instruments
are measured at the fair value of the cash or other resources
received or receivable, net of the direct costs of issuing the
equity instruments. If payment is deferred and the time
value of money is material, the initial measurement is on
apresent value basis.
Stabilisation programme
As part of the Underwriting Agreement for the IPO
transaction, the Company agreed to an over-allotment
and stock stabilisation programme with the founder
shareholders and the IPO syndicate banks. The stabilisation
programme was put into effect and given the aftermarket
performance of the shares immediately post-IPO, resulted in
proceeds to the Company of US$22.2m (£15.7m). Asthese
proceeds were not part of the normal operation of the
business and related to the IPO transaction, they were
posted to the share premium account to set against IPO
issuance costs.
3 Significant accounting estimates and judgements
In the application of the Group’s and Company’s accounting
policies, the Directors are required to make judgements
(other than those involving estimations) that have a
significant impact on the amounts recognised and to make
estimates and assumptions about the carrying amounts
of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions
are based on historical experience and other factors that
are considered to be relevant. Actual results may differ
fromthese estimates.
The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised
if the revision affects only that period, or in the period of
the revision and future periods if the revision affects both
current and future periods.
Critical judgements in applying the Group’s
accountingpolicies
Revenue recognition
Management exercises judgement in determining the
separate performance obligations present in contracts
withcustomers. As described in note 2, the Group considers
the multiple deliveries of IP views of a single IP product
to be part of a single performance obligation, as each IP
view is highly dependent on or interrelated with one or
more of the other IP views, as each successive IP view is
based on the prior views of that IP. As such, customers are
unable to benefit from IP views on their own or together
with other readily available resources. Additionally, if a
contract contains multiple IP products, the deliverables
are considered part of a single performance obligation, as
customers are unable to benefit from the IP products on
their own or together with other readily available resources,
due to the bespoke nature of the configuration that the
Group performs on the IP products as part of the licence
arrangements.

130 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
3 Significant accounting estimates and judgements
continued
Critical judgements in applying the Group’s
accountingpolicies continued
Revenue recognition cont inued
As described in note 2, IP products are delivered in various
stages, referred to as IP views. At each IP view delivery,
management exercises its judgement as to what percentage
of the contract price allocated to the IP product should
be recognised as revenue. At Preliminary IP view delivery
(thefirst IP view delivered to customers), revenue is
typically recognised at 30% (for licences categorised as
derivative), 25% (for licences categorised as migration) or
10% (for licences categorised as R&D) of the price allocated
to the IP product.
Delivery of Preliminary IP views may occur very shortly after
a licence agreement is signed by a customer and hence
significant research and development or engineering hours
may not have been expended up to that point from contract
signing up to that point.
There are hours incurred prior to the signing of contracts
that relate to the fulfilment of the performance obligations
that are subsequently agreed to in such contracts.
Judgement is made with respect to the pre-contract
hours that are excluded or included in the calculation
of the revenue to be recognised such that any included
hours directly relate to the fulfilment of any contractual
performance obligations. Such pre-contract hours are taken
into account in our calculation of percentage of completion
and amounted to approximately 23,000 hours in 2021.
Had we included all of these hours in our percentage of
completion calculation, we would have recognised an
additional US$1.5m of revenue.
At Final IP view delivery (the last IP view delivered to the
customer ahead of test chip manufacture), an amount of
revenue is held back for any post-delivery work that may be
required to ensure the customer ‘taped out’ silicon meets
the specifications detailed in the contract. The percentage
held back is 10% for licences categorised as derivative,
25% for licences categorised as migration or 34% for
licences categorised as R&D. This revenue is held back until
the earlier of ‘customer silicon acceptance’ (customer silicon
meets specifications) or a time specified in the contract.
Any post-Final IP view delivery work related to silicon ‘Bring
up’ and ‘Integration’ is covered by the support contract and
is a separate performance obligation.
Both the recognition of a proportion of the contract value at
Preliminary IP view delivery using pre-contract hours and
the hold back of revenue until customer silicon acceptance
require significant judgement from management. Such
judgement is based on deep knowledge and understanding
of the development effort required in delivering IP products
to customers and the potential for any further work required
to ensure successful silicon production by customers. This
judgement may not be representative of the work to be
completed in all cases. As the Group completes more IP
deliveries to customers, it will establish a broader data set
on which to base its judgements.
In FY 2021, if revenue had been recognised based purely
onpercentage of completion at Preliminary IP view delivery
excluding all hours incurred prior to contract signature
instead of the judgement described above, our revenue
would have been US$5.6m lower. Conversely, if we had
recognised all revenue in contracts at delivery of Final IP
views rather than hold back a percentage of revenue for
customer silicon acceptance, on the assumption that all
post-Final IP view acceptance work is covered by support,
our revenue would have been US$13.2mhigher.
Revenue under the subscription licence agreement with
WiseWave is recognised at the point in time at which
control of the goods is transferred to WiseWave. The
Group considers control to have transferred to WiseWave
when each IP product and update to those IP products
is uploaded to the library that they have access to under
the agreement. At the point of upload of IP products and
updates to IP products to the library, WiseWave has the
ability to direct the use of, and obtain substantially all of the
remaining benefits from, those IP products and updates to
IP products, by utilising the products in their semiconductor
designs from which they can then generate cash inflows.
As outlined in our IPO Prospectus, we assigned the
VeriSilicon reseller arrangement to WiseWave in order to
consolidate the Group’s activities in China under a single
entity and this was implemented in Q4 2021. WiseWave
are entitled to retain payments from that contract totalling
$13.6m reflecting work that they will be expected to
perform in future periods to fulfil that contract. As WiseWave
are currently building their technical capabilities and are
not yet able to fully perform this work, this sum has been
accounted for as a reduction in the value of the subscription
licence agreement with WiseWave, subject to future
adjustment as and when WiseWave begin performance.
Asoutlined in our IPO prospectus, these arrangements were
contemplated at the time of entering into the VeriSilicon
reseller contract and establishing WiseWave and have
been taken into account in the disclosed aggregate booking
of $147.8m for these transactions. As a result of the
assignment of the VeriSilicon reseller arrangement, there is
no significant change anticipated to the overall net financial
impact on the Group.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 131
Research and development costs
Judgement is exercised in determining whether costs incurred
should be capitalised in line with IAS 38. The judgement
includes whether it is technically feasible to complete the
relevant assets on which costs are incurred
so that they will be available for use or sale.
Common control transaction
The reorganisation which occurred just prior to the IPO has
been accounted for as a common control transaction on the
basis that control of the organisation immediately prior to and
immediately following the reorganisation was substantially
the same. In line with IFRS 3.B1, we had the choice of book
value or fair value to determine the investment value of
Alphawave IP Inc. We chose book value as a more readily
available valuation method, resulting in the creation of the
merger reserve.
Joint ventures
As at year end, the Group owned 42.5% of WiseWave, anewly
formed company established in China in Q4 2021 to develop
and sell silicon products incorporating silicon IP licensed from
the Group. We equity account for the investment as a joint
venture, resulting in a US$0.6 loss for2021.
Judgement is used in determining the extent of the control the
Group has over WiseWave. The Group is satisfied WiseWave
should be treated as a joint venture under IFRS 11 as opposed
to being treated as an associate. For all joint arrangements
structured in separate vehicles the Group must assess the
substance of the joint arrangement in determining whether
it is classified as a joint venture or joint operation. This
assessment requires the Group to consider whether it has
rights to the joint arrangement’s net assets (in which case it
is classified as a joint venture), or rights to and obligations for
specific assets, liabilities, expenses and revenues (in which
case it is classified as a joint operation). Factors the Group
must consider include:
• structure;
• legal form;
• contractual agreement; and
• other facts and circumstances.
Upon consideration of these factors, the Group has
determined that all of its joint arrangements structured
through separate vehicles give it rights to the net assets
andare therefore classified as joint ventures.
Joint venture revenue
The Group’s proportion of revenue recognised from sales
to WiseWave under the subscription licence agreement
has been eliminated in the ‘loss from joint venture’ line
in the consolidated statement of comprehensive income
to the extent that the revenue is not realised based on
WiseWave’s utility and in line with IAS 28. The Group
exercised judgement in eliminating the revenue in this way.
Had the Group eliminated our share of the gains from sales
to the joint venture against the revenue line, our revenues
would have reduced by US$12.3m to US$77.6m.
Initial Public Offering related costs
In accordance with IAS 32, the Group has only recognised
costs within equity that are related to the transaction of
issuing new shares, being US$20.3m posted to the share
premium account. All other costs, totalling US$10.0m,
relating to the Initial Public Offering, including costs
relating to existing shares and listing-related costs, have
been recognised within other expenses in the consolidated
statement of comprehensive income.
To calculate this, issuance costs were split between new
shares and existing shares. Where costs covered both
new and existing shares, an apportionment was made
based on the proportion of new shares being issued to
existing shares. A judgement was made that this was
a fairreflection of the costs associated with new and
existing shares.
Impairment of financial assets
As described in note 2, the Group recognises a loss
allowance for expected credit losses (ECL) on accounts
receivable and applies the simplified approach,
recognising the lifetime ECL for these assets. The Group
uses a provision matrix based on the Group’s historical
credit loss experience to inform the level of ECL allowance
and exercises significant judgement in assessing the
factors that are specific to the customers and the general
current and forecasted economic conditions that are used
to adjust the ECL.
As at 31 December 2021, the Group’s ECL allowance
for accounts receivable was not material and therefore
not recognised (31 December 2020: also not material).
Thislevel of ECL allowance reflects the Group’s historical
credit loss experience and its assessment of each
of the customers making up its accounts receivable
balance at each reporting date and the prevailing and
predicted macroeconomic conditions that may impact
on those customers’ ability to pay their outstanding
invoices. Oneofthe Group’s customers has payment of
aUS$0.5minvoice tied to securing additional funding.

132 Alphawave IP Group plc | Annual report and financial statements 2021
3 Significant accounting estimates and judgements
continued
Critical judgements in applying the Group’s
accountingpolicies continued
Impairment of financial assets continued
In respect of this customer, management has assessed
the likelihood of the funding round being successful, the
likely timing of such funding round and the customer’s
ability and willingness to pay their outstanding invoice
following the funding round. The Group’s conclusions at
each reporting date were that all customers with amounts
due to the Group had or would have both the ability and
willingness to pay their outstanding invoices and hence the
Group wassatisfied that no adjustment to the ECL allowance
wasrequired.
Paragraph 5.5.11 of IFRS 9 presumes that there have been
significant increases in credit risk since initial recognition
when financial assets are more than 30 days past due.
In FY 2021, if the Group had provided the full amount of
accounts receivable that was more than 30 days past due
in the ECL allowance, accounts receivable would have
been US$2.6m lower and operating profit would have been
US$2.6m lower (FY 2020: accounts receivable would have
been US$0.5m lower and operating profit would have been
US$0.5m lower).
As at the Last Practicable Date (28 April 2022), US$0.3m of
accounts receivable that were more than 30 days past due
at 31 December 2021 remains outstanding. As at theLast
Practicable Date, US$1.7m of accounts receivable relating
to the accrued revenue balance as at 31 December 2021
is more than 30 days past due and following the same
process as described above and in note 2, management
has concluded that no adjustment to the ECL allowance
isrequired.
The Group’s accrued revenue balance at the end of 2021
was US$31.7m (2020: US$10.3m). As at the Last Practicable
Date, US$15.6m of accrued revenue has been invoiced.
Of this invoiced amount, US$2.7m has been collected and
US$12.9m is just over 30 days past due. Following the same
process for assessing ECL for trade receivables as described
above and in note 2, management has concluded that there
has been no significant increase in credit risk in relation
to accrued revenue since initial recognition and hence no
adjustment to the ECL is required.
Key sources of estimation uncertainty in the
consolidatedfinancial statements
The key assumptions concerning the future, and other
key sources of estimation uncertainty at the consolidated
statement of financial position date, that have a significant
risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial
year, are discussed below.
Revenue recognition
Revenue recognition for IP products licensed under our
standard pay-per-use contracts is based upon cost to
completion using the input method, as this best reflects
the transfer of control of the licensed IP products to
the customer, with percentage of completion based on
management judgements and estimates approximating
the work required to meet contract deliverables. These
judgements and estimates vary depending on the contract
type, the maturity of the IP being licensed, customer
requirements and involvement, customer specifications,
whether the contract deliverables are in their early or later
stages and whether the IP has already been silicon-proven.
If different estimates of the work required to meet contract
deliverables had been made, our revenue may have been
different from that shown in the consolidated statement
of comprehensive income and the accrued revenue and
deferred revenue balances shown in the consolidated
statement of financial position may also have been different.
Refer to note 5 for further information regarding the
sensitivity of accrued revenue and deferred revenue to the
estimation uncertainty of work required to meet contract
deliverables.
For the subscription licence agreement with WiseWave,
the Group uses point-in-time revenue recognition. The
agreement includes multiple performance obligations for
delivery of distinct IPs and periodic updates to those IPs.
Revenue is recognised based on delivery of each distinct
IP as a proportion of management’s estimate of the total
number of IPs to be delivered during the five-year term
of the agreement. If different assumptions were made
about the total number of IPs to be delivered during the
contract term and the amount of contract price allocated
to each IP, the revenue recorded against this contract in
the consolidated statement of comprehensive income and
the accrued revenue and deferred revenue balances shown
in the consolidated statement of financial position may be
different from that shown.
Notes to the consolidated financial statements continued
for the year ended 31 December 2021

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 133
4 Alternative Performance Measures (APMs)
The Group uses certain financial measures that are not defined or recognised under IFRS. The Directors believe that these
non-GAAP measures supplement GAAP measures to help in providing a further understanding of the results of the Group
and are used as key performance indicators within the business to aid in evaluating its current business performance.
Themeasures can also aidin comparability with other companies who use similar metrics. However, as the measures are
not defined by IFRS, other companies may calculate them differently or may use such measures for different purposes to
theGroup.
Bookings
The Group monitors and discloses bookings and backlogas key performance indicators of future revenues. Bookings are
a non-IFRS measure and represent legally binding and largely non-cancellable commitments by customers to license our
technology. Our bookings comprise licence fees, non-recurring engineering, support and in some instances, our estimate
ofpotential future royalties.
Our royalties are estimated based on contractually committed royalty prepayments or, in limited instances, on
sensitised volume estimates provided by customers. Our bookings for FY 2021, including royalties, totalled US$244.7m,
(2020:US$75.0m), and excluding royalties, US$220.8m, (2020: US$52.0m).
Backlog represents bookings over the life of the Group that have not yet been recognised as revenues and which we expect
to be recognised in future periods. Backlog as at the end of 2021 is calculated based on our backlog as at the end of 2020,
plus new bookings, less revenues recognised during the period.
US$m
Backlog (end of FY 2020) 37.3
Add: New bookings excluding royalties (FY 2021) 220.8
Less: Revenues recognised in FY 2021
1
(89.4)
Backlog (end of FY 2021) 168.6
1. Difference from reported revenue due to foreign exchange differences.
Earnings before interest, taxation, depreciation andamortisation (EBITDA)
EBITDA provides a supplemental measure of earnings that facilitates review of operating performance on a period-to-period
basis by excluding items that are not indicative of the Group’s underlying operating performance and isa key profit measure
used by the Board to assess the underlying financial performance of the Group. EBITDA is stated before the following items
and for the following reasons:
• interest is excluded from the calculation of EBITDA because the expense and income bears no relation to the Group’s
underlying operational performance;
• charges for the depreciation of property and equipment, acquired intangibles and right-of-use assets are excluded from
the calculation of EBITDA, removing these non-monetary items allows management to better project the Group’s
long-term profitability; and
• tax is excluded from the calculation of EBITDA because the expense bears no relation to the Group’s underlying
operational performance.
Operating profit to EBITDA reconciliation
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Operating profit 36,035 16,842
Add backs:
Depreciation of tangible fixed assets and right-of-use assets 3,127 912
EBITDA 39,162 17,754
Two further measures are adjusted EBITDA and adjusted profit after tax, defined in the tables below. These further allow for
a more accurate assessment of underlying business performance by making exclusions of items which do not form part of
the Group’s normal underlying operations.

134 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
4 Alternative Performance Measures (APMs) continued
EBITDA to adjusted EBITDA reconciliation
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
EBITDA 39,162 17,754
Add backs:
Non-recurring Initial Public Offering costs 9,961 —
M&A/professional costs 533 —
Share-based payment 6,143 565
Exchange (gain)/loss (4,023) 982
Adjusted EBITDA 51,776 19,301
M&A/professional costs are one-off legal and professional costs incurred as a result of the Group’s execution of agreements
for the formation and commercial arrangements relating to the Group’s joint venture, WiseWave, as well as professional
fees related to the acquisition of Precise-ITC, announced in Q4 2021. Whilst still included in operating expenses and
not included in non-recurring Initial Public Offering costs, these expenses were deemed to be one-off and added back
to adjusted EBITDA. We believe that excluding the effect of share-based payments from adjusted EBITDA assists
management and investors in making period-to-period comparisons in the Group’s operating performance because the
amount of such expenses in any specific period may not directly correlate to the underlying performance of our business
operations. Additionally, these expenses can vary significantly between periods as a result of the timing of grants of new
share-based awards, including grants in connection with acquisitions. The exchange gain in 2021 has been removed from
EBITDA as it relates to an unrealised gain relating to cash held and therefore does not form part of the Company’s
operating performance.
Profit for the year to adjusted profit after tax reconciliation
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Profit for the year 9,431 12,205
Add backs:
Non-recurring Initial Public Offering costs 9,961 —
M&A/professional costs 533 —
Share-based payment 6,143 565
Exchange (gain)/loss (4,023) 982
Adjusted profit for the year 22,045 13,752
Adjusted profit per ordinary share attributable to the shareholders (expressed in cents per ordinary share)
Year ended Year ended
31 December 31 December
Note 2021 2020
Adjusted basic earnings per share (US$ cents) 13 3.52 2.56
Adjusted diluted earnings per share (US$ cents) 13 3.14 2.18

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 135
5 Revenue
Disaggregation of revenue
The Group has disaggregated revenue into various categories in the following tables, which is intended to depict how the
nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Revenue by type:
Products 46,971 30,160
Support 4,253 2,786
Reseller 8,861 —
Income from joint venture 29,846 —
89,931 32,946
Whilst this part of the note shows revenue by type, due to materiality, we have separately itemised the revenue from our
reseller and joint venture, both based in China. The income from our joint venture in China, WiseWave, predominantly
relates to a five-year subscription licence agreement where we have recognised US$27.7m based on our deliveries of IP
toWiseWave. The remaining US$2.1m revenue from WiseWave relates to a separate agreement signed in Q4 2021
to deliverchiplet IP.
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Revenue by region:
North America 37,6 42 19,380
China 43,063 8,396
APAC (ex-China) 9,226 5,170
89,931 32,946
Customer revenue concentration
For 2021, revenue of US$29.8m from a single customer (WiseWave) was greater than 10% of the Group’s total revenues.
For 2020, revenues from several customers were individually greater than 10% of the Group’s total revenues, as shown
inthe table below:
Year ended
31 December
2020
US$’000
Customer – Asia Pacific 6,733
Customer – North America 5,261
Customer – Asia Pacific 5,073
Customer – North America 4,432
Customer – North America 3,548

136 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
5 Revenue continued
Sensitivity analysis
Product revenue
Revenue recognition for product revenue is determined using the input method on a percentage of completion basis.
The percentage of completion is calculated as a function of total hours estimated to fulfil the contract. The table below illustrates
the sensitivity the percentage of completion estimate has on revenue recognition and the associated balance sheet balances,
assuming a 10% increase and a 10% decrease to all percentages of completion applied to product revenue in 2021 and 2020:
As reported +10% -10%
Year ended 31 December 2021 US$’000 US$’000 US$’000
Product revenue 46,971 51,668 42,274
Accrued revenue 31,719 34,509 28,929
Deferred revenue 12,661 11,599 13,723
As reported +10% -10%
Year ended 31 December 2020 US$’000 US$’000 US$’000
Product revenue 30,160 33,176 27,144
Accrued revenue 10,328 11,361 9,296
Deferred revenue 7,381 6,749 8,013
Product revenue in the above analysis makes up part of the overall revenue of US$89.9m in the 2021 consolidated
statement of comprehensive income (2020: US$32.9m), as described in the disaggregation of revenue section of this note5.
The accrued revenue and deferred revenue balances are those shown in the consolidated statement of financial position
and they include all types of revenue mentioned above in the disaggregation of revenue section of this note 5. However,
thesensitivity of the accrued and deferred revenue balances only pertains to the product revenue within these balances.
WiseWave – subscription licence agreement
Revenue recognition for the WiseWave subscription licence agreement is determined with reference to the estimated
totalnumber of IP uploads to be delivered to WiseWave during the term of the agreement and the number of uploads
madeto WiseWave each period. The table below illustrates the sensitivity of revenue recognition and the associated
balance sheet balances to a change in the estimated total number of IP products to be delivered and assumes a 10%
increase and a 10% decrease in the total number of uploads, but the same number of uploads made during 2021.
Thereareno 2020 comparatives as the subscription licence agreement was signed during 2021.
As reported +10% -10%
Year ended 31 December 2020 US$’000 US$’000 US$’000
WiseWave SLA revenue 27,700 25,229 30,714
WiseWave SLA accrued revenue 3,700 1,229 6,714
Accrued and deferred revenue movements
Below is a reconciliation of the movement in accrued revenue during the period:
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
At 1 January 10,328 775
Revenue accrued in the period 30,482 20,566
Accrued revenue invoiced in the period (8,959) (11,516)
Foreign exchange difference (132) 503
At 31 December 31,719 10,328

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 137
Below is a reconciliation of the movement in deferred revenue during the period:
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
At 1 January 2021 7,381 3,685
Revenue recognised in the period (6,450) (3,685)
Revenue deferred in the period 11,554 6,000
Cumulative catch-up adjustments 8 1,123
Foreign exchange difference 168 258
At 31 December 12,661 7,381
The cumulative catch-up adjustment represents a change in estimate of the total number of hours expected to complete
aproject.
The deferred revenue balance is all expected to be satisfied within twelve months of the consolidated statement of financial
position date.
The flexible spending account has increased to US$6.8m as at 31 December 2021 from US$2.3m as at 31 December
2020. This represents mainly non-current deferred income, and these are contracts with customers who have committed
to regular periodic payments to us over the term of the contract. These payments are not in respect of specific licences or
other deliverables, but they can be used as credit against future deliverables.
The balances related to costs to obtain contracts from customers are as follows:
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Capitalised contract costs 609 233
The costs to obtain contracts from customers include commissions. Amortisation of US$3.0m (2020: US$1.5m) and
impairment of US$nil (2020: US$nil) was charged to the consolidated statement of comprehensive income in the period.
6 Research and development/engineering
The Group incurred research and development costs that have been expensed in the consolidated statement of
comprehensive income. The amounts are expensed through research and development/engineering and are as follows:
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Research and development/engineering 29,444 8,816
7 Employee benefit costs
The aggregate employee benefit expenses were as follows:
Group Group Company
Year ended Year ended Period ended
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Wages, salaries and benefits 19,216 7,957 328
Defined contribution pension costs 253 133 10
Social security costs 1,447 106 41
Share-based payment expense 6,143 565 342
Investment tax credit (3,039) (1,802) —
Government grants (56) (1,063) —
Total 23,964 5,896 721

138 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
7 Employee benefit costs continued
The average number of employees during the period, analysed by category, was as follows:
Group Group Company
2021 2020 2021
Research and development/engineering 110 60 —
General and administration 10 3 3
Sales and marketing 4 3 —
Total 124 66 3
The number of employees at the period end, analysed by category, was as follows:
Group Group Company
2021 2020 2021
Research and development/engineering 134 66 —
General and administration 15 4 5
Sales and marketing 5 2 —
Total 154 72 5
8 Directors’ and key management personnel remuneration
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the Group, including the Directors of the Company, the co-founders and the Chief Financial Officer of
theCompany.
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Remuneration (including benefits in kind) 2,235 536
Defined contribution pension costs 4 7
Share-based payment expense 252 30
2,491 573
One Director exercised options during the period. Details are as follows:
Year ended Year ended
31 December 31 December
2021 2020
Number of options, in thousands, exercised by Directors and key management 4,000 1,199
Gains made on exercise of options by Directors and key management US$’000 5,636 5,864
2020 does not reflect the 20:1 share split which occurred in May 2021.
Details of the highest paid Director’s remuneration are as follows:
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Remuneration (including benefits in kind) 740 149
Defined contribution pension costs 4 2
744 151
Number of options, in thousands, exercised by Director 4,000 —
The number of options at 31 December 2021 has been adjusted for the 20 for 1 share exchange that happened immediately
prior to the Initial Public Offering in May 2021.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 139
Shortly following the Company’s incorporation, 50,000 preference shares of nominal value of £1 each were issued
to JohnLofton Holt, a Company Director. The preference shares were issued as fully paid up in consideration for an
undertaking from Mr Holt to pay to the Company a sum of £50,000. The preference shares were redeemed by the
Companyon 6 December 2021 and the undertaking to pay was thereby cancelled.
A loan of CAD$1,280,000 was made to Daniel Aharoni, a Director of the Company for the exercise of share options in
Alphawave IP Inc. prior to the IPO date. The loan was repaid on the sale of shares in the Company at the IPO and following
the exchange of Alphawave IP Inc. shares into Company shares prior to the IPO date. The loan was interest free.
9 Auditor’s remuneration
The Group paid the following amount to its auditor in respect of the audit of the Group’s financial statements and for other
non-audit services provided to the Group.
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Audit of the financial statements 725 71
Taxation compliance services — 7
Other tax advisory services — 26
Corporate finance services — 45
Audit-related assurance services 155 —
Other assurance services 1,135 —
2,015 149
Other assurance services relate to financial services provided for our Admission to list on the London Stock Exchange.
In 2020 the Group had a different firm of auditors.
10 Finance income and expense
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Finance income
Interest income from customer 202 198
Bank interest 110 —
312 198
Finance expense
Bank charges (26) (113)
Lease interest (294) (82)
(320) (195)
Net finance (expense)/income (8) 3
11 Non-recurring Initial Public Offering costs
In accordance with the Group’s policy for non-recurring items, the following charges were included in this category
for theperiod:
One-off costs relating to Project Aurora, the project name for the Group’s Initial Public Offering on the London Stock
Exchange, that were not able to be offset against share premium under IAS 32 totalled US$10.0m (2020: US$nil).
Overhalfof these total fees related to LSE Admission fees and legal costs associated with the Initial Public Offering.
Per IAS32, costs that relate to the stock market listing or are otherwise not incremental and not directly attributable
to issuing new shares should be recorded in the consolidated statement of comprehensive income.

140 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
12 Tax expense
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Current taxation
UK corporation tax 257 —
UK corporation tax adjustment to prior periods 125 —
Overseas tax 13,349 4,379
Total current tax 13,731 4,379
Deferred tax
Origination and reversal of temporary differences (74) 261
Total deferred tax (74) 261
Taxation on profit 13,657 4,640
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax applied
toprofits for the year are as follows:
Year ended Year ended
31 December 31 December
2021 2020
US$’000 US$’000
Profit before tax 23,088 16,845
Income tax expense at the UK corporation tax rate of 19% 4,387 3,201
Effects of:
Stock-based compensation 1,036 150
Expenses not deductible for tax purposes 1,902 3
Share issue costs — (3)
Research and development tax credits and incentives 72 33
Under accrual of prior year provision 125 —
Different tax rates applied in overseas jurisdictions 3,677 1,256
Share of joint venture’s loss 2,458 —
Total tax charge for year 13,657 4,640
Changes in tax rates and factors affecting the future tax charge
An increase in the future main UK corporation tax rate to 25% from 1 April 2023, from the previously enacted 19%,
wasannounced at the Budget on 3 March 2021, and substantively enacted on 24 May 2021. The deferred tax balance
attheyear end has been calculated based on the rate as at that date.
There have been no legislative changes announced in 2021 in relation to Canadian or US tax rates which will affect
theGroup.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 141
13 Earnings per share
Basic earnings per share is calculated by dividing net income from operations by the weighted average number of common
shares outstanding during the period.
Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding during
the period to assume conversion of all potential dilutive share options and restricted share units to common shares.
Year ended Year ended
31 December 31 December
(US$ thousands except number of shares) 2021 2020
Numerator:
Profit for the year 9,431 12,205
Denominator:
In issue at 1 January 27,927,252 25,816,419
Effect of 20 for 1 share exchange 558,545,040 516,328,380
Effect of pre-IPO option conversion 3,986,807 21,669,167
Effect of primary share issue at IPO 54,776,719 —
Effect of exercise of options at IPO 8,138,237 —
Effect of share issue post IPO 137,957 —
Weighted average number of common shares outstanding for basic earnings per share 625,584,760 537,997,5 47
Adjustment for share options and RSUs 76,905,071 91,831,919
Weighted average number of common shares outstanding for diluted earnings per share 702,489,831 629,829,466
Basic earnings per share (US$ cents) 1.51 2.27
Diluted earnings per share (US$ cents) 1.34 1.94
The number of shares at 31 December 2020 has been adjusted for the 20 for 1 share exchange that happened immediately
prior to the Initial Public Offering in May 2021, in order to give comparative figures. The earnings per share values have also
been adjusted to reflect this.

142 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
14 Property and equipment
Computer Furniture Leasehold
equipment and fixtures improvements Total
Group US$’000 US$’000 US$’000 US$’000
Cost
Balance at 1 January 2020 236 53 23 312
Additions 255 3 111 369
Foreign exchange 17 1 6 24
Balance at 31 December 2020 508 57 140 705
Additions 1,595 5 268 1,868
Foreign exchange (15) — (4) (19)
Balance at 31 December 2021 2,088 62 404 2,554
Accumulated depreciation
Balance at 1 January 2020 88 16 8 112
Depreciation charge for the year 136 8 28 172
Foreign exchange 8 — 1 9
Balance at 31 December 2020 232 24 37 293
Depreciation charge for the year 540 7 95 642
Foreign exchange (6) — (1) (7)
Balance at 31 December 2021 766 31 131 928
Net book value
At 31 December 2019 148 37 15 200
At 31 December 2020 276 33 103 412
At 31 December 2021 1,322 31 273 1,626
Company
The Company has no property, plant and equipment.
15 Intangible assets
2021
Group US$’000
Cost
Balance at 1 January 2020 —
Additions 133
Foreign exchange 7
Balance at 1 January 2021 140
Additions 1,038
Foreign exchange (11)
Balance at 31 December 2021 1,167
Net book value
At 31 December 2019 —
At 31 December 2020 140
At 31 December 2021 1,167
The intangible asset is a licence to use IP. This IP is being developed by a third-party vendor and amounts paid to date
represent instalments to initiate the development which is carried at cost. No amortisation is recorded as the intangible
asset is not yet available for use. The carrying amount was tested for impairment at 31 December 2021 which concluded
that no adjustments are necessary. There are no further contractual commitments for the acquisition of intangible assets.
Company
The Company has no intangible assets.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 143
16 Right-of-use assets and lease liabilities
Right-of-use assets
Buildings Equipment Total
Group US$’000 US$’000 US$’000
Cost
Balance at 1 January 2020 1,009 656 1,665
Additions 4,826 1,620 6,446
Disposal — (635) (635)
Foreign exchange 280 65 345
Balance at 31 December 2020 6,115 1,706 7,821
Additions 2,321 898 3,219
Disposal — (22) (22)
Foreign exchange 24 (3) 21
Balance at 31 December 2021 8,460 2,579 11,039
Accumulated depreciation
Balance at 1 January 2020 371 410 781
Depreciation charge for the year 323 417 740
Disposal — (635) (635)
Foreign exchange 24 (4) 20
Balance at 31 December 2020 718 188 906
Depreciation charge for the year 1,144 1,341 2,485
Foreign exchange (10) (14) (24)
Balance at 31 December 2021 1,852 1,515 3,367
Net book value
At 31 December 2019 638 246 884
At 31 December 2020 5,397 1,518 6,915
At 31 December 2021 6,608 1,064 7,672
Nature of leasing activities (in the capacity as lessee)
The Group has leases for corporate offices, development facilities and certain equipment. These leases have remaining
lease terms ranging from four months to 8.5 years, some of which include options to extend the leases for up to ten years or
to terminate the lease with notice periods of 90 days to six months or at predetermined dates as specified within the lease
contract. The Group has classified the assets related to these leases as right-of-use assets and the liabilities associated
with the future lease payments under these leases as lease liabilities. The weighted average incremental borrowing rate
applied to these lease liabilities at initial recognition during the year was 3.95% per annum.
At 31 December 2021, the carrying amounts of lease liabilities are not reduced by the amount of payments that would be
avoided from exercising break clauses because at that date it was considered reasonably certain that the Group would not
exercise its right to break the lease. Total lease payments of US$0.1m (2020: US$nil) are potentially avoidable were the
Group to exercise break clauses at 31 December 2021.
The use of extension and termination options gives the Group added flexibility in the event it has identified more suitable
premises in terms of cost and/or location or determined that it is advantageous to remain in a location beyond the original
lease term. An option is only exercised when consistent with the Group’s strategy and the economic benefits of exercising
the option exceed the expected overall cost.

144 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
16 Right-of-use assets and lease liabilities continued
Nature of leasing activities (in the capacity as lessee) continued
Amounts not included in the measurement of lease liabilities are as follows:
Year ended Year ended
31 December 31 December
2021 2020
Group US$’000 US$’000
Short-term lease expense — —
Low-value lease expense — —
Expense relating to variable lease payments not included in the measurement of lease liabilities 42 36
42 36
Lease liabilities
Total
Group US$’000
At 1 January 2020 957
Additions 6,445
Interest expense 83
Lease payments (1,001)
Foreign exchange 317
At 31 December 2020 6,801
Additions 3,219
Disposals (32)
Interest expense 294
Lease payments (2,494)
Foreign exchange 40
At 31 December 2021 7,828
Lease liabilities are due as follows:
Group Group
31 December 31 December
2021 2020
US$’000 US$’000
Not later than one year 2,160 1,672
Between one and five years 5,525 4,032
Over five years 143 1,097
7,828 6,801
The total cash outflow for leases is as follows:
Year ended Year ended
31 December 31 December
2021 2020
Group US$’000 US$’000
Total cash outflow 2,494 1,001
The Group does not face a significant liquidity risk with regard to its lease liabilities.
Company
The Company has no leases.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 145
17 Investments
Group subsidiaries
All subsidiaries have been included in the consolidated financial statements using the equity method. Details of the Group’s
subsidiaries as at 31 December 2021 are as follows:
Proportion of
Country of ownership
incorporation interest and
and principal voting rights
place of Class of held by the
Name of subsidiary Principal activity business share Group
Alphawave IP Inc. Developing and licensing high performance connectivity Canada Ordinary 100%
intellectual property for the semiconductor industry
Alphawave IP Corp. Sales and sale support to licence intellectual property United States Ordinary 100%
for the semiconductor industry
Alphawave IP (BVI) Ltd To facilitate IP licensing to WiseWave British Virgin Ordinary 100%
Technology Co., LTD Islands
Alphawave Call. Inc. Holding company incorporated to facilitate
the exchangeable share structure Canada Ordinary 100%
Alphawave Exchange Inc. Holding company incorporated to facilitate
the exchangeable share structure Canada Ordinary
and
Exchangeable 100%
Alphawave IP Limited To facilitate the investment into WiseWave China Ordinary 100%
Technology Co., LTD
All of the above subsidiaries, with the exception of Alphawave IP (BVI) Ltd, Alphawave Call. Inc., and Alphawave IP Limited,
are indirectly held subsidiaries.
The registered office of Alphawave IP Corp. is 1730 N 1st St, Suite 650, San Jose, CA, 95112.
The registered office of Alphawave IP (BVI) Ltd is Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.
The registered office of Alphawave IP Limited is 21 Avendia da Praia Grande, No 409, Edificio China Law, 21 andar,
emMacau.
The registered office of all other subsidiaries is 70 University Ave, 10th Floor, Toronto, Ontario, Canada M5J 2M4.

146 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
17 Investments continued
Summary of the Company investments
Subsidiaries
Company US$’000
Cost
On incorporation —
Addition 18,236
Share-based payment capital contribution 4,155
At 31 December 2021 22,391
Carrying amount
At 31 December 2021 22,391
As noted in note 23, the Company was incorporated and acquired control of Alphawave IP Inc. via a 20 shares in the
Company for one share in Alphawave IP Inc exchange.
Investment in joint ventures
The following entities have been included in the consolidated financial statements using the equity method:
Proportion of
Country of ownership
incorporation interest and
and principal voting rights
place of Class of held by the
Name of joint venture Principal activity business share Group
WiseWave Technology A semiconductor device company China Ordinary 42.5%
Co., LTD focused on the mainland Chinese market
The registered office of WiseWave Technology Co., LTD is Room 105, No. 6, Baohua Road, Hengqin New District,
Zhuhai,China.
Joint venture
Group US$’000
Cost and net book value
At 1 January 2021 —
Additions 22,360
Share of loss (12,939)
At 31 December 2021 9,421
Additions in the year of US$22.4m represents our first investment, out of a total committed investment of up to US$170.0m,
into WiseWave Technology Co., LTD. The investment was made in Q4 2021 out of a total funding round of US$52.6m, with
the majority of the funds contributed by Wise Road Capital.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 147
Summarised financial information for joint venture:
Year ended
31 December
2021
US$’000
Current assets 32,114
Property and equipment 12
Intangible assets 29,018
Current liabilities 9,707
Non-current liabilities —
Included in the above amounts are:
Cash and cash equivalents 30,664
Current financial liabilities (excluding trade payables) —
Non-current financial liabilities (excluding trade payables) —
Net assets (100%) 51,437
Group share of net assets (42.5%) 21,861
Period ended 31 December:
Revenues —
Loss from continuing operations (1,522)
Other comprehensive income —
Included in the above amounts are:
Depreciation and amortisation (925)
Interest expense (73)
Total comprehensive expense (100%) (1,522)
Group share of total comprehensive expense (42.5%) (647)
The above summary financial information has been aligned with the accounting policies of the Group. The recognition of
intangible assets and related amortisation has been adjusted for the purposes of aligning the Group recognition policies.
Share of post-tax loss of equity-accounted joint ventures:
Year ended
31 December
2021
US$’000
Share of loss 647
Elimination of gains from sales to the joint venture 12,292
Total 12,939
Revenues of US$29.8m were made from provision of IP to WiseWave. To the extent that WiseWave has not yet utilised the
IP, the proportion of the Group’s revenues has been eliminated and will be released over the term of the subscription licence
of five years.

148 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
18 Trade and other receivables
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Trade receivables from contracts with customers 12,074 5,214 —
Less: expected credit loss provision — — —
Trade receivables at amortised cost – net 12,074 5,214 —
Other receivables 158 428 —
Total financial assets other than cash and cash equivalents carried at amortised cost 12,232 5,642 —
Prepayments 262 349 146
Capitalised contract costs 609 233 —
Total current trade and other receivables 13,103 6,224 146
Group
The carrying value of trade and other receivables approximates to fair value.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses (ECL) using a lifetime ECL provision
for trade and other receivables. The expected loss rates are based on the Group’s historical credit losses. Thehistoric
loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group’s
customers.
The Group’s exposure to credit and market risks, including impairments and allowances for credit losses, relating to trade
and other receivables is disclosed in note 26.
All trade and other receivables have been reviewed under the ECL impairment model. As at 31 December 2021, the Group’s
ECL provision was immaterial and therefore not recognised (31 December 2020: also immaterial).
Included in other receivables is an amount of US$nil (2020: US$428,000) of notes receivable from employees. The notes
receivable from employees had no stated terms of repayment, were due on demand and bore interest at 1% per annum.
Inthe event of default, the notes were to be enforced under applicable laws.
19 Trade and other payables
Trade and other payables: Current
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Trade payables 1,317 1,091 366
Other payables — 3 —
Accrued expenses 4,038 979 637
Employee-related liabilities 450 134 10
Social security and other taxes — — —
Total trade and other payables 5,805 2,207 1,013
The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates
fair value.
Amounts owed to Group undertakings are interest free and repayable on demand.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 149
20 Loans and borrowings
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Non-current
Bank loans secured — 27 —
Current
Bank loans secured — 27 —
Total borrowings — 54 —
Bank loans were long-term debt under the Paycheck Protection Program (PPP) in the United States of America. The debt
bore interest at 1% per annum and was fully repaid in the year.
21 Employee benefits liabilities
Liabilities for employee benefits comprise:
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Accrual for annual leave 450 134 10
22 Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25%. The increase
in the main rate of UK corporation tax to 25% was substantively enacted on 24 May 2021. This new rate has been applied to
deferred tax balances which are expected to reverse after 1 April 2023, the date on which that new rate becomes effective.
The movement on the deferred tax account is as shown below:
Group Company
US$’000 US$’000
2021
At 1 January 2021
492 —
Credit to profit or loss
(74) —
Foreign exchange
4 —
At 31 December 2021
422 —
2020
At 1 January 2020
218 —
Charge to profit or loss
261 —
Foreign exchange
13 —
At 31 December 2020
492 —
The deferred taxation liability is made up as follows:
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Accelerated capital allowances 74 17 —
Leases (41) 31 —
Other temporary differences 389 444 —
Total 422 492 —

150 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
23 Share capital
Number of
Authorised share capital shares US$’000
Ordinary shares of £0.01 each 664,965,934 9,399
Number of
Issued and fully paid shares US$’000
Redeemable preference shares of £1 each
Balance as at 31 December 2020 — —
Primary share issue at Initial Public Offering 50,000 71
50,000 71
Shares redeemed (50,000) (71)
Balance as at 31 December 2021 — —
Number of
Issued and fully paid shares US$’000
Ordinary shares of £0.01 each
Balance as at 31 December 2020 in Alphawave IP Inc. 27,927,252 —
Exercise of options pre Initial Public Offering 265,701 —
Sub-total 28,192,953 —
20 for 1 share exchange 563,859,060 796,958
Shares issued to option holders on exercise 13,049,861 18,445
576,908,921 815,403
Primary share issue at Initial Public Offering 87,835,796 124,147
Further issue of shares 221,217 313
664,965,934 939,863
Capital reduction — (930,464)
Balance as at 31 December 2021 664,965,934 9,399
On 14 May 2021, the Company acquired the entire issued share capital of Alphawave IP Inc. in return for 563,859,060
ordinary shares issued by the Company with a nominal value of £1. This was based on 20 shares in the Company for each
share in Alphawave IP Inc.
The Company issued 87,835,796 shares, as a primary offering, with a nominal value of £1 as part of its listing on the
London Stock Exchange at a price of US$5.79 (£4.10), resulting in gross proceeds to the Company of US$509.0m (£360.1m)
accounted for as share capital of US$124.1m (£87.8m) and share premium of US$384.9m (£272.3m).
Net proceeds after bank syndication fees were US$492.1m (£347.1m) with further costs relating to the issuance of shares
resulting in total costs of US$20.3m (£14.5m), chargeable to the share premium account. However, the Company received
US$22.2m (£15.7m) as proceeds of a stock stabilisation programme which were set off against these Initial Public Offering
costs, resulting in the net proceeds of US$1.9m being posted to the share premium account. The Company had further costs
of US$10.0m (£7.2m) relating to the IPO but not relating directly to the issuance of new shares. These have been charged to
the statement of comprehensive income as non-recurring costs.
As part of the transaction there was a secondary offering where certain employees, Directors and founders sold a total of
120,859,856 shares, including the 13,049,861 options converted to shares and described below, at £4.10 per share.
In addition, all options held over Alphawave IP Inc. stock became, by way of an amendment to option agreements, options
in Company shares, on the basis of 20 options in the Company for one option in Alphawave IP Inc., each with an exercise
price of 1/20th of the original exercise price at the grant date.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 151
On the Initial Public Offering date and as part of the secondary offering, 13,049,861 options were exercised into newly
issued ordinary shares in the Company. The options exercised all had exercise prices below the £1 nominal value as a
result of them maintaining their original exercise prices when they were granted as options in the shares of Alphawave IP
Inc. This resulted in exercise proceeds of US$4.1m (£2.8m) with the shortfall in share capital of US$14.4m (£10.2m) being
transferred from the share premium account to the ordinary share capital account.
Finally, at IPO a further 221,217 ordinary shares were issued and purchased by our Non-Executive Directors at the market
price of £4.10.
The reorganisation of the Company’s corporate structure described above has been accounted for as a common control
transaction. A merger reserve has been established which reflects the difference between the share capital issued to
acquire the shares in Alphawave IP Inc. and the share capital ofAlphawave IP Inc. acquired at the transaction date of
14May 2021.
On 19 November 2021, the Company performed a capital reduction, reducing share capital to 1% of the previous share
capital, and also completed a cancellation of share premium, approved by the High Court of Justice Business and Property
Courts of England and Wales Companies Court.
On 6 December 2021 the preference shares were redeemed.
Rights and restrictions
Each ordinary share carries the right to one vote on a poll. The right to vote is determined by reference to the register of
members at a time specified in the Notice of Meeting. All dividends shall be declared and paid according to the amounts
paid up on the share. The shares do not carry any rights with respect to capital to participate in a distribution (including
on winding up) other than those that exist as a matter of law. The shares are not redeemable.
24 Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share capital Amount subscribed for share capital at nominal value.
Share premium The premium arising on issue of equity shares, net of issue expenses.
Share-based payment reserve The share-based payment reserve is used to recognise the grant date fair value
of shares issued to employees.
Merger reserve The difference between the share capital issued to acquire the shares in
AlphawaveIP Inc. and the share capital of Alphawave IP Inc. acquired at
the transaction date of 14 May 2021.
Foreign exchange reserve Gains or losses arising on retranslating the net assets of overseas operations.
Retained earnings All other net gains and losses and transactions with owners not recognised elsewhere.
25 Share-based payment
The Company operates two equity-settled share-based incentive schemes for employees – an option scheme, which was
utilised prior to the IPO, and a restricted share unit (RSU) scheme used both pre and post-IPO. The terms of any options and
RSUs granted under the schemes are specified within individual grant agreements.
Both options and RSUs typically vest over four years with 25% vesting after one year from the grant date with the remaining
75% vesting equally each month over the following 36 months. They have a life of five years which can be extended
with Board approval. The exercise price of option grants was set at the fair value of the Company’s common shares
asdetermined by the implied valuation at the prior funding round.
Each share option or RSU in Alphawave IP Inc. became 20 share options or RSUs in the Company by way of an amendment
to the option or RSU agreements immediately prior to the Company’s Admission to listing on 18 May 2021. The exercise
price of any share options outstanding at that time was divided by 20.
Each share option or RSU converts into one voting share of the Company on exercise or vesting. No amounts are paid or
payable by the recipient on receipt of the option or RSU. The options or RSUs carry neither rights to dividends nor voting
rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The only vesting condition
ofthe options and RSUs is that the individual remains an employee of the Group over the vesting period.

152 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
25 Share-based payment continued
31 December 31 December
2021 31 December 2020
31 December Weighted 2020 Weighted
2021 average Number average
Number of exercise of share exercise
Options on voting common shares: share options price (US$) options price (US$)
Outstanding at the beginning of the period — — 1,199,000 0.270
Exercised during the period — — (1,199,000) 0.270
Outstanding at the end of the period — — — —
Exercisable at the end of the period — — — —
The exercise price of options over voting shares outstanding at 31 December 2021 was US$nil (2020: US$0.27).
31 December 31 December
2021 31 December 2020
31 December Weighted 2020 Weighted
2021 average Number average
Number of exercise of share exercise
Options on non-voting common shares: share options price (US$) options price (US$)
Outstanding at the beginning of the period 4,557,955 1.874 4,078,372 0.263
Exercised during the period (936,944) 5.760 (911,833) 1.016
Forfeited during the period — — (152,084) 1.795
Granted during the period 1,142,650 20,04 1,543,500 5.514
Share exchange during the period 90,509,559 — — —
Outstanding at the end of the period 95,273,220
1
0.280
1
4,557,955 1.874
Exercisable at the end of the period 63,833,174
1
0.08
1
1,603,004 1.085
The exercise price of options over non-voting shares outstanding at 31 December 2021 ranged between US$0.08
1
cents and US$1.13
1
(2020: US$0.08 cents and US$1.13
1
) and their weighted average contractual life was 3.07 years
(2020:2.79years).
The weighted average value per option during the year was US$0.17.
The total expense included within the consolidated statement of comprehensive income for the Group for the current year
isUS$6,143,000 (2020: US$565,000) and for the Company is US$342,000.
The following information is relevant in the determination of the fair value of options granted during the year:
31 December 31 December
2021 2020
Option pricing model used Black-Scholes-Merton Black-Scholes-Merton
Risk-free interest rate 0.91% 0.57%
Expected volatility 29.72% 27.16%
Expected dividend yield 0% 0%
Expected life of stock option 4 years 4 years
The Group has determined the forfeiture rate to be nil and volatility was determined in reference to listed entities similar
tothe Group.
Volatility was determined with reference to similar listed entities using the historical stock price volatility of those entities
over the estimated expected term of the option awards.
1. Stated after adjusting for the 20:1 share split which happened in May 2021.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 153
26 Financial instruments – risk management
The Group is exposed through its operations to the following financial risks:
• credit risk;
• interest rate risk;
• foreign exchange risk;
• other market price risk;
• liquidity risk; and
• capital risk.
In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated
inthis note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
• trade and other receivables;
• cash and cash equivalent; and
• trade and other payables.
The Group and Company’s financial instruments are categorised as follows:
Financial assets
Amortised cost
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Trade receivables 12,074 5,214 —
Amounts owed by Group undertakings — — 23,364
Other receivables 158 428 —
Accrued revenue 31,719 10,328 —
Cash and cash equivalents 500,964 14,039 463,360
Total financial assets held at amortised cost 544,915 30,009 486,724
Financial liabilities
Amortised cost
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Trade payables 1,317 1,091 366
Other payables — 3 —
Accrued expenses 4,038 979 637
Employee-related liabilities 450 134 10
Amounts owed to Group undertakings — — 150
Flexible spending account 6,819 2,335 —
Loans and borrowings — 54 —
Total financial liabilities held at amortised cost 12,624 4,596 1,163

154 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
26 Financial instruments – risk management continued
Financial instruments not measured at fair value
Financial instruments not measured at fair value include cash and cash equivalents, trade and other receivables, trade and
other payables, and loans and borrowings.
Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, and trade and
other payables approximates their fair value.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. Whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure
the effective implementation of the objectives and policies to the Group’s centralised finance function, from which the
Board receives regular updates.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
itscontractual obligations. The Group is mainly exposed to credit risk from its operating activities (primarily for accounts
receivable). The Group recognises expected credit losses based on past experience of losses arising, the current position
and forward-looking information where it is available. The Group’s experience with such customers has been characterised
by prompt payment and no uncollectible accounts.
Under the general approach under IFRS 9 there is an assessment of whether there has been a significant increase in the
credit risk since initial recognition. If there has been a significant increase in credit risk, then the loss allowance is calculated
based on lifetime expected credit losses. If not, then the loss allowance is based on twelve-month expected credit losses.
Thisdetermination is made at the end of each financial period.
Thus, the basis of the loss allowance for a specific financial asset could change year on year. For trade receivables which do
not contain a significant financing component, the loss allowance is determined as the lifetime expected credit losses of the
instruments. For financial assets other than trade receivables, the general approach under IFRS 9 is followed.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit
loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade
receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk
characteristics to the trade receivables for similar types of contracts. The expected credit losses are based on the Group’s
historical credit losses which are then adjusted for current and forward-looking information on macroeconomic factors
affecting the Group’s customers. The Group has identified gross domestic growth rates, unemployment rates and inflation
rates as the key macroeconomic factors in the countries in which the Group operates.
As at 31 December 2021, the Group had accounts receivable from one customer that made up 25% (2020: 51%) of the
total balance. None of the amounts outstanding have been challenged by the customer and the Group continues to conduct
business with them on an ongoing basis. Accordingly, management has no reason to believe that these balances are not
fully collectible in the future.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. The Group
monitors the credit quality of financial institutions where it keeps its funds. Currently, it deals with a bank having Aa2 credit
rating by Moody’s.
The Group trades only with recognised, creditworthy third parties and independent credit checks and credit limits are
managed by the trading entities. Credit limits can only be exceeded if authorised by the Chief Financial Officer. Receivable
balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant,
especially given past payment history of longstanding customers. There are no significant concentrations of credit risk
within the Group.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 155
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or
factors affecting similar financial instruments traded in the market. Market price risks includes interest rate risk, currency
risk and other price risk.
The Group also repaid its long-term borrowings in the year and is not exposed to interest rate risk in the current year.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. In the prior year, the Group was exposed to interest rate risk on its floating rate bank indebtedness.
If the interest rates were to fluctuate by 5%, there would be no significant impact on the Group’s financial statements due to
the short-term nature of the debt.
Foreign exchange risk
Foreign exchange risk is the risk to the Group’s earnings that arise from fluctuations of foreign exchange rates and the
degree of volatility of these rates. There is a risk that significant fluctuations in the exchange rates between US$ and
CAD$ and between US$ and GBP cause an adverse impact on the Group’s profitability. The Group does not use derivative
instruments to reduce its exposure to foreign exchange risk.
The Group’s exposure to foreign exchange risk is as follows:
CAD GBP Total
31 December 2021 US$’000 US$’000 US$’000
Cash and cash equivalents 876 364,837 365,713
Trade and other receivables 12,836 146 12,982
Accrued income 28,016 — 28,016
Trade and other payables 4,615 366 4,981
Deferred income 12,661 — 12,661
59,004 365,349 424,353
CAD GBP Total
31 December 2020 US $’000 US $’000 US $’000
Cash and cash equivalents 339 — 339
Trade and other receivables 6,224 — 6,224
Accrued income 10,328 — 10,328
Trade and other payables 2,207 — 2,207
Loans and borrowings 54 — 54
Deferred income 7,381 — 7,381
26,533 — 26,533
As at 31 December 2021, if CAD$ had strengthened/weakened by 5% with all other variables held constant, profit for the
year would have been approximately US$10,405,000 and US$9,640,000 (2020: US$12,843,000 and US$11,627,000),
respectively, mainly as a result of the foreign exchange gains and losses on translation of foreign exchange financial
instruments.
As at 31 December 2021, if GBP had strengthened/weakened by 5% with all other variables held constant, profit for the
year would have been approximately US$10,376,000 and US$9,631,000 respectively, mainly as a result of the foreign
exchange gains and losses on translation of foreign exchange financial instruments.
Other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by
factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded
in the market. There are no financial assets subject to market rate price fluctuations. The Group’s exposure to other price
risk is minimal.

156 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
26 Financial instruments – risk management continued
General objectives, policies and processes continued
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on
its debt instruments. Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient liquid assets to allow it to meet its liabilities when they
become due.
The Group manages its liquidity risk by reviewing its growth plans on an ongoing basis as well as maintaining excess
capacity on its line of credit.
The following table sets out the contractual maturities (representing undiscounted contractual cash flows) of financial
liabilities:
Due within Due between
1 year 1 and 5 years Due > 5 years Total
31 December 2021 US$’000 US$’000 US$’000 US$’000
Trade payables 1,317 — — 1,317
Other payables — — — —
Accrued expenses 4,038 — — 4,038
Employee-related liabilities 450 — — 450
Loans and borrowings — — — —
Flexible spending account 6,819 — — 6,819
Lease liabilities 2,160 5,525 143 7,828
14,784 5,525 143 20,452
Due within Due between
1 year 1 and 5 years Due > 5 years Total
31 December 2020 US$’000 US$’000 US$’000 US$’000
Trade payables 1,091 — — 1,091
Other payables 3 — — 3
Accrued expenses 979 — — 979
Employee-related liabilities 134 — — 134
Loans and borrowings 27 27 — 54
Flexible spending account 2,335 — — 2,335
Lease liabilities 1,672 4,032 1,097 6,801
6,241 4,059 1,097 11,397
Capital risk management
The Group’s primary objectives with respect to its capital management are to safeguard the Group’s ability to continue as
a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital and to have sufficient cash resources to fund the research, development and
operations. To secure the additional capital necessary to pursue these plans, if needed, the Group may attempt to raise
additional funds through the issuance of equity.
Management reviews its capital management approach on an ongoing basis. There were no changes in the Group’s
approach to capital management in the year ended 31 December 2021. The Group is not subject to externally imposed
capital requirements.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 157
27 Retirement benefit schemes
Defined contribution schemes
Group
The Group operates defined contribution retirement benefit schemes. The pension cost charge for the year represented
contributions payable by the Group to the schemes and amounted to US$253,000 (2020: US$133,000). Contributions
totalling US$2,000 (2020: US$nil) were payable to the schemes at the end of the year and are included in other creditors.
28 Government assistance
In 2020, the Group received Canadian Emergency Wage Subsidy (CEWS) from the Government of Canada totalling
US$1,063,014. CEWS was offered to qualifying companies in response to the COVID-19 virus to support wages paid
toemployees. Government assistance was applied to reduce salaries expensed during the year under IAS 20.
During 2021, the Group received US$55,000 CEWS from the Government of Canada. This was prior to the Initial Public
Offering when Alphawave IP Inc. was a private Canadian company faced with uncertainty as to the longer-term impact on
the business. Post the Initial Public Offering, whilst Alphawave IP Inc. is entitled to COVID-related grants, the Board and
management team has elected not to receive them. No government assistance has been requested nor taken in the UK
since the Company’s incorporation and Initial Public Offering.
29 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation
and are not disclosed in this note.
Transactions with Directors and key management personnel of the Group are disclosed in note 8.
During the year Group companies entered into the following transactions with related parties who are not members of
theGroup.
31 December 31 December
2021 2020
US$’000 US$’000
Transactions:
Revenue from companies on which a Director is the chairman of the board
1
9,855 1,392
Revenue from VeriSilicon 8,861 1,720
Revenue from WiseWave, a joint venture, where there is common directorship 29,846 —
48,562 3,112
Balances:
Accounts receivable from a company on which a Director is the chairman of the board 500 —
Accounts receivable from VeriSilicon 2,469 —
Accrued revenue from companies on which a Director is the chairman of the board 5,631 —
Accrued revenue from VeriSilicon 423 396
Accrued revenue from WiseWave, a joint venture, where there is common directorship 5,803 —
14,826 396
Deferred revenue from a company on which a Director is the chairman of the board
1
727 710
Deferred revenue from VeriSilicon 593 —
1,320
710
1. US$949k of this revenue and US$677k of this deferred revenue is from Achronix Semiconductor Corporation, where John Lofton Holt ceased to be
chairman of the board on 8 July 2021.
2. Companies on which a Director is the chairman of the board are Achronix Semiconductor Corporation, FLC Technology Group and DreamBig
Semiconductor Inc.
Sales to related parties are made at market prices and in the ordinary course of business. Outstanding balances are
unsecured and settlement occurs in cash. Any estimated credit losses on amounts owed by related parties would not be
material and are therefore not disclosed. This assessment is undertaken at each key reporting period through examining the
financial position of the related party and the market in which the related party operates.
In the interests of transparency, we have opted to disclose VeriSilicon as a related party within this note. However, we have
received advice that VeriSilicon is not a related party as defined by IAS 24 or Listing Rule 11.

158 Alphawave IP Group plc | Annual report and financial statements 2021
Notes to the consolidated financial statements continued
for the year ended 31 December 2021
30 Capital commitments
The Group has contractually committed to investing up to US$170.0m in WiseWave and to date has invested US$22.4m.
31 Events after the reporting date
On 1 January 2022, the Group acquired 100% of the voting equity instruments of Precise-ITC Inc., a company whose
principal activity is the development of Ethernet Controller IP. The principal reason for this acquisition was to increase the
product offering of the Group. The initial accounting for this acquisition has not been completed, and as such has not been
included in the disclosures below.
The book value of the net assets acquired is as follows:
US$’000
Property and equipment 52
Cash
792
Payables
(223)
Net assets
621
At the date of authorisation of these financial statements a detailed assessment of the fair value of the identifiable net
assets has not been completed.
Fair value of consideration paid
US$’000
Cash 20,283
A fair value assessment is planned for this acquisition which we expect will result in some recognition of intangible
assets and that therefore recognised goodwill will be less than US$19.7m. These intangible assets will provide a
competitive advantage to the Group that will be realised through vertical integration of semiconductor IP development.
The consideration consisted of US$14.5m in cash, US$0.3m relating to employee retention and a further US$5.5m being
payable if certain targets are met by the Precise organisation.
AWIPINSURE Limited, a company governed by the Laws of Barbados, was incorporated on 31 January 2022. All 125,000
common shares with zero par value are owned by Alphawave IP Group plc and has been set up as part of our captive
insurance programme.
On 14 March 2022, the Group announced that definitive agreements had been signed for the acquisition of the OpenFive
business unit of SiFive Inc. for a total cash consideration of US$210m, subject to customary closing conditions including
adjustments for working capital. The consideration will be met from the existing cash resources of the Group.
The transaction is expected to close in the second half of 2022, pending regulatory approvals.

STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION
Alphawave IP Group plc | Annual report and financial statements 2021 159
32 Notes supporting the consolidated statement of cash flows
Group Group Company
31 December 31 December 31 December
2021 2020 2021
US$’000 US$’000 US$’000
Cash at bank and in hand 500,964 14,039 463,360
There are no significant amounts of cash and cash equivalents that are held by the Group that are not available to the Group.
Movements in the Group’s loans and borrowings have been analysed below.
Non-current Current
loans and loans and
borrowings borrowings Total
US$’000 US$’000 US$’000
At 1 January 2021 27 27 54
Cash flows (27) (27) (54)
Non-cash flows — — —
At 31 December 2021 — — —
Non-current Current
loans and loans and
borrowings borrowings Total
US$’000 US$’000 US$’000
At 1 January 2020 — — —
Cash flows 27 27 54
Non-cash flows — — —
At 31 December 2020 27 27 54
Total
US$’000
Opening trade and other payables 2,207
Amount not relating to operating expenses 739
Movements to be adjusted in the cash flow 2,859
Closing trade payables 5,805

160 Alphawave IP Group plc | Annual report and financial statements 2021
Registered office
Alphawave IP Group plc
6th Floor
65 Gresham Street
London
EC2V 7NQ
United Kingdom
Registered number: 13073661
Web: www.awaveip.com
Investor relations: ir@awaveip.com
Media: press@awaveip.com
Company secretary: cm-alphawave@
linkgroup.co.uk
Company secretary
Link Company Matters Limited
6th Floor
65 Gresham Street
London
EC2V 7NQ
United Kingdom
Joint corporate brokers
Barclays PLC
5 The North Colonnade
Canary Wharf
London
E14 4BB
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
United Kingdom
Independent auditor
KPMG LLP
15 Canada Square
London
E14 5GL
United Kingdom
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
Shareholder helpline: 0371 384 2030
Overseas helpline: +44 121 415 7047
Website: www.shareview.co.uk
Lines are open from 8.30am to 5.30pm
Monday to Friday (excluding public
holidays in England and Wales).
Legal counsel
Linklaters LLP
1 Silk Street
London
EC2Y 8HQ
United Kingdom
Public relations
Brunswick Group
16 Lincoln’s Inn Fields
London
WC2A 3ED
United Kingdom
Gravitate PR
838 Grant Ave
Suite 388
San Francisco
California
94108
United States
Shareholder information
Financial calendar 2022-2023
2021 Full-year results 29 April 2022
Annual General Meeting 6 June 2022
Q2 2022 Trading Statement w/c 17 July 2022
2022 Half-year results w/c 19 September 2022
Q3 2022 Trading Statement w/c 17 October 2022
Q4 2022 Trading Statement w/c 16 January 2023
Shareholder enquiries
Our registrars will be pleased to deal with any questions
regarding your shareholdings (see contact details above).
Alternatively, you can contact the Company Secretary at
cm-alphawave@linkgroup.co.uk.
Investor relations website
The investor relations section of our website,
www.awaveip.com/investors, provides further
information for anyone interested in Alphawave IP
Groupplc. In addition to the annual report and accounts
and share price, Company announcements including the
full-year results announcements and associated
presentations are also published there.

112G 112 gigabit per second connectivity transmission
speed for transmission ofdata
ASIC application-specific integrated circuit (orsystem on
chip (SOC)) that integrates all or most components
of a computer or other electronic system
CAD Canadian dollars
CEO President & Chief Executive Officer
CFO Chief Financial Officer
chiplet smaller modular pieces of silicon, utilised in a
design technique to break integrated circuits into
smaller pieces that can be individually designed and
integrated together using die-to-die interfaces
Company Alphawave IP Group plc
DSP digital signal processing capabilities, enabled
to perform a wide variety of signal processing
operations
Form design aspect that defines and prescribes the
factor size, shape and other physical specifications of
hardware components
Gb gigabyte, which is equivalent to 1,000,000,000
bytes
GBP Pounds sterling
Group Alphawave IP Group plc and each of its
consolidated subsidiaries
IEEE Institute of Electrical and Electronics Engineers,
an electronics industry body, including educational
and technical advancement of electrical and
electronic engineering, telecommunications,
computer engineering and allied disciplines,
andstandardisation
IoT internet of things, network of physical objects that
are embedded with sensors, software and other
technologies for the purpose of connecting and
exchanging data with other devices and systems
over the internet
IP/silicon IP intellectual property core, IP core, or IP block is
a reusable unit of logic, cell or integrated circuit
layout design
node technology nodes, or process technologies,
referring to the specific semiconductor
manufacturing process and its design rules,
generally designated by the process’ minimum
feature size (in nanometres)
NRE non-recurring engineering, in reference to
revenue earned in respect of one-time early-stage
customer services including for research, design,
development and testing
OEM original equipment manufacturer that produces
systems, parts or equipment utilised in the
production of another device or product
RSU Restricted stock unit
PCIe PCI-Express, a high-speed serial computer
expansion bus standard
SerDes serialiser/deserialiser, a wired connectivity
component to interface between integrated circuits,
which converts parallel streams of data (used as
connectivity within integrated circuits) to serial
streams (used in longer-distance transmission
outside chips) and vice versa
SoC system on chip (or ASIC) that integrates all
or mostcomponents of a computer or other
electronicsystem
wafer in the fabrication of integrated circuits, the
thin sliceof semiconductor material (such
as a crystalline silicon) in and upon which
microelectronic devices are built
Glossary
Designed and produced by
www.lyonsbennett.com
This report is printed on Revive 100 Offset made from
FSC® recycled certified post-consumer waste pulp.
The FSC® label on this report ensures responsible use
of the world’s forest resources. Printed sustainably in
the UK by Pureprint, a CarbonNeutral® company with
FSC® chain of custody and an ISO 14001 certified
environmental management system recycling over
100% of all dry waste.
Cautionary note regarding forward-looking statements
Certain statements made in this report are forward-looking statements. Such statements are based on current
expectationsand assumptions and are subject to a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or results expressed or implied in these forward-looking
statements. Theyappear in a number of places throughout this report and include statements regarding the intentions,
beliefs or current expectations of the Directors concerning, amongst other things, the Group’s results of operations,
financialcondition, liquidity, prospects, growth, strategies and the business. Persons receiving this report should
not placeundue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or
accountingstandard, Alphawave IP Group plc does not undertake to update or revise any forward-looking statements,
whether as a result of new information, future developments orotherwise.
STRATEGIC REPORT GOVERNANCE FINANCIALS ADDITIONAL INFORMATION

Alphawave IP Group plc | Annual report and financial statements 2021

Alphawave IP Group plc | Annual report and financial statements 2021