Seed Capital Solutions plc

Seed Capital Solutions plc

(“SCS” or “the Company”)

29 January 2024

UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 31

DECEMBER 2023

Seed Capital Solutions plc, formed in December 2017, which operates as a special purpose acquisitions company (SPAC) to undertake one or more acquisitions of target companies or businesses, announces its unaudited half year report for the six months ended 31 December 2023.

Chairman’s Statement

I have pleasure in presenting the interim results of Seed Capital Solutions Plc for the six months ended 31 December 2023.

During the financial period under review, the Company reported a net loss of £117,600 (December 2022: £25,800, year to 30 June 2023: £174,800), being the administrative expenses incurred. As at 31 December 2023 the Company had a cash in bank balance of £550,500 (December 2022: £2,400, 30 June 2023: £517,300).

There have been no transactions or events post the balance sheet date that require disclosure.

On 31 March 2023 the Company applied for Admission to Standard Listing on the London Stock Exchange with effect from 11 April 2023 and raised £970,000 through a subscription for 185,406,000 new Ordinary shares at £0.0075 each. The Directors have commenced a review for potential acquisition opportunities. A further announcement will be made at such time as the Company is able to provide further details on any proposed transaction.

Damion Greef, Chairman

Interim Management Report

Company Objective

The Company has been formed for the purpose of acquiring a business or businesses operating in market sectors that display strong environmental, social and governance (“ESG”) credentials, thereby benefitting from the current trend of superior performance aligned with increased investor appetite. The Company is not geographically focused on any one or specific country or region, but rather opportunity focused hence any potential acquisition opportunities will not be limited by jurisdiction or geographic region.

The Company was Admitted to the Standard Listing of the London Stock Exchange on 11 April 2023. Since listing, the Directors are targeting socially conscious technology based organisations which are capable of generating sustainable long term growth for investors. The Company’s initial focus is to identify opportunities to acquire companies with undervalued or pre-commercialisation technologies, or current commercialisation technologies which, when applied, produce cost savings or revenue enhancement for customers. These commercial advantages could offer market and sector beating performance potential whilst fulfilling the Company’s ESG assessment criteria.

Principal Risks and Uncertainties

The Company’s primary risk is that it may not be able to identify suitable investment opportunities or there is no guarantee that the Company will be able to secure an acquisition on commercially acceptable terms, and the Company may incur costs in conducting due diligence into potential investment opportunities that may not result in an investment being made. The directors believe that their broad collective experience, together with their extensive network of contacts will assist them in identifying, evaluating, and funding suitable acquisition opportunities.

It may be necessary to raise additional funds in the future by a further issue of new Ordinary Shares or by other means. However, the ability to fund future investments and overheads as well as the ability of any acquisition to return suitable profit cannot be guaranteed.

Related Parties Transactions

Details of related party transactions are set out in note 5 to these accounts.

Responsibility Statement

The Directors are responsible for preparing the Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).

The Directors (all non-executive) being John Zorbas, Segar Karupiah, Damion Greef and Mike Hirschfield confirm that to the best of their knowledge:

	•	the interim 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 interim financial statements have been prepared in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim Report gives a fair review of:

	-	important events that have occurred during the first six months of the year;
	-	the impact of those events on the financial statements;
	-	a description of the principal risks and uncertainties for the remaining six months of the financial year;
	-	details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 31 December 2023; and
	-	any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.

By order of the Board

Damion Greef

Chairman

29 January 2024

Seed Capital Solutions plc

Condensed Statement of Comprehensive Income (unaudited)

		6 months	6 months	12 months

		31 December	31 December	30 June
		2023	2022	2023
	Note	Unaudited	Unaudited	Audited
		£000	£000	£000
Revenue		-	-	-

Administrative expenses		(117.6)	(25.8)	(152.3)
Share based payments charge		-	-	(22.5)

Operating loss		(117.6)	(25.8)	(174.8)

Loss on ordinary activities before taxation		(117.6)	(25.8)	(174.8)
Income tax expense		-	-	-

Loss after taxation		(117.6)	(25.8)	(174.8)
Other comprehensive income		-	-	-

Total comprehensive loss attributable to		(117.6)	(25.8)	(174.8)
owners of the parent

Loss per share (EPS):
Basic and diluted(pence)	3	(0.06)	(0.06)	(0.23)

Seed Capital Solutions plc

Condensed Statement of Financial Position as at 31 December 2023 (unaudited)

		6 months	6 months	12 months

		31 December	31 December	30 June
		2023	2022	2023
	Note	Unaudited	Unaudited	Audited
		£000	£000	£000
Current assets
Trade and other receivables		82.3	-	305.6
Cash at bank and in hand		550.5	2.4	517.3
Total assets		632.8	2.4	822.9

Current liabilities
Trade and other payables		(28.0)	(27.3)	(100.5)
Total current liabilities		(28.0)	(27.3)	(100.5)

Total liabilities		(28.0)	(27.3)	(100.5)
Net assets/(liabilities)		604.8	(24.9)	722.4

Equity
Share capital	4	463.5	110.0	463.5
Share premium		539.3	-	539.3
Share based payments reserve		22.5	-	22.5
Reserves		(420.5)	(134.9)	(302.9)
Shareholders’ funds / (deficit)		604.8	(24.9)	722.4

Seed Capital Solutions plc

Condensed Statement of Changes in Equity

For the six-month period ended 31 December 2023 (unaudited)

	Share	Share	Share based	Retained	Total
	capital	premium	payment	profits	equity
	£'000	£’000	£’000	£'000	£'000
Balance at 1 July 2022	110.0	-	-	(128.1)	(18.1)
Loss for the period	-	-	-	(6.8)	(6.8)
Balance at 31 December 2022	110.0	-	-	(134.9)	(24.9)

Issue of shares	353.5	647.0	-	-	1,000.5
Costs of share issue	-	(107.7)	-	-	(107.7)
Share based payments	-	-	22.5	-	22.5
Loss for the period	-	-	-	(168.0)	(168.0)
Balance at 30 June 2023	463.5	539.3	22.5	(302.9)	722.4

Loss for the period	-	-	-	(117.6)	(117.6)
Balance at 31 December 2023	463.5	539.3	22.5	(420.5)	604.8

Seed Capital Solutions plc

Condensed Statements of Cash Flows

For the six-month period ended 31 December 2023 (unaudited)

	6 months	6 months	12 months

	31 December	31 December	30 June
	2023	2022	2023
Note	Unaudited	Unaudited	Audited
	£000	£000	£000
Cash flow from operating activities
Loss before taxation	(117.6)	(25.8)	(174.8)
Share based payments charge	-	-	22.5
Change in prepayments	3.2	-	(10.5)
Change in accruals	(42.9)	-	35.3

*Operating* *cash* *flows* *before* *movements* in *working* *capital*	(157.3)	(25.8)	(127.5)

Decease/(increase) in trade and other receivables	220.1	-	(295.1)

(Decrease)/increase in trade and other payables	(29.6)	(15.3)	3.6
Cash generated from operations	33.2	(41.1)	(419.0)

*Cash* *flows* *from* *operating* *activities*	33.2	(41.1)	(419.0)

Proceeds from share issue	-	-	1,000.5
Share issue costs	-	-	(107.7)
*Net* *cash* *generated* *from* *financing* *activities*	-	-	892.8

*Net* *Increase/(decrease)* in *cash* & *cash* *equivalents*	33.2	(41.1)	473.8
Cash and equivalent at beginning of the period	517.3	43.5	43.5
*Cash* *and* *equivalent* at *end* of *the* *period*	550.5	2.4	517.3

Seed Capital Solutions plc

NOTES TO THE FINANCIAL INFORMATION

1.	GENERAL INFORMATION AND PRINCIPAL ACTIVITIES

The Company is incorporated in England and Wales as a public limited company with company number 11115718. The registered office of the Company is 80 Cheapside, London EC2V 6EE.

This financial information is for the Company only as there are no subsidiary undertakings.

The principal place of business of the Company is in the United Kingdom.

The interim financial statements are presented in the nearest thousands of Pound Sterling (£’000), which is the presentation currency of the company.

2.	BASIS OF PREPARATION

The interim financial statements for the six months ended 31 December 2023 have been prepared in accordance with IAS 34, Interim Financial Reporting.

The principal accounting policies used in preparing the interim results are the same as those applied in the Company’s Financial Statements as at and for the period ended 30 June 2023.

A copy of the audited financial statements for the period ended 30 June 2023, which was prepared under IFRS, is available on the Company’s website.

The interim report for the six months ended 31 December 2023 was approved by the Directors on 29 January 2024.

3.	EARNINGS PER SHARE

The earnings per share information is as follows:

	6 months	6 months	12 months

	31 December	31 December	30 June
	2023	2022	2023
	Unaudited	Unaudited	Audited
(Loss) after taxation (Pound £)	(117.6)	(25.8)	(174.8)
Weighted average number of ordinary shares	185,406,000	44,000,000	75,704,615
Basic earnings per share (pence)	(0.06)	(0.06)	(0.23)

There are 8,313,532 warrants outstanding at 31 December 2023 and at 30 June 2023 (December 2022: nil). Their effect is anti-dilutive but is potentially dilutive against future profits.

4.	SHARE CAPITAL

	31 December	31 December	30 June
	2023	2022	2023
	Unaudited	Unaudited	Audited
	£000	£000	£000
Ordinary shares allotted, called up and issued of £0.0025 each
175,406,000 issued and fully paid	438,515	-	438,515
10,000,000 issued and not fully paid	25,000	-	25,000
44,000,000 issued and fully paid	-	110,000	-

On 18 December 2017, the Company was incorporated with 100 shares of £0.01 each.

On 26 January 2021, the 100 issued Ordinary shares of £0.01 each were sub-divided into 400 new Ordinary shares of £0.0025 each.

On 29 January 2021, new subscribers applied for 15,999,600 new Ordinary shares of £0.0025 each at par raising £39,999. On 10 March 2021, a further 24,000,000 new Ordinary shares of £0.0025 each were issued at par to raise a further £60,000. On 10 August 2021, 4,000,000 new Ordinary shares of £0.0025 each were issued at par to raise £10,000.

On 23 March 2023 12,000,000 new Ordinary Shares of £0.0025 each were issued at par to raise £30,000 and on Admission to trading on the London Stock Exchange on 11 April 2023 129,406,000 new Ordinary Shares of £0.0025 each were issued at £0.0075 per share to raise £970,545. The Company incurred broker commission and legal costs amounting to £107,704 regarding the issue of these shares and this amount has been charged against share premium during the year.

Included in the new ordinary shares issued upon admission are 10,000,000 shares of £0.0025 each issued at £0.0075 to AMI Assets SA for £75,000 and accounted for as receivables at the year end. The Directors are comfortable that the balance will be recoverable.

At 31 December 2023, the Company had the following warrants in issue:

	31 December 2023 and 30 June 2023		31 December 2022
	Weighted Average exercise price (p)	Number	Weighted Average exercise price (p)	Number
Outstanding at the beginning of the period	-	-	-	-
Granted during the period	0.0027	8,313,532	-	-
Exercised during the period	-	-	-	-
Outstanding at the end of the period	0.0027	8,313,532	-	-
Exercisable at the end of the period	0.0027	8,313,532	-	-

All of these warrants have an exercise price of 1.125 pence per share, vested immediately and have a five-year contractual life.

A share-based payments charge of £22,447 was calculated on the basis of a Black Scholes valuation of £0.0027

per share. In calculating this grant date 11 April 2023 fair value the parameters used were a stock asset price of £0.0075, an option strike price of £0.01125, a five year maturity period, a risk free interest rate of 3.79% (based on five year Gilt yields) and a volatility of 50% based on management assessment of the risk profile. No dividend payments were factored in the model. As the warrants all vested immediately, the full charge has been recognised in the year.

Nature and purpose of reserves

Share based payments

The share based payments reserve reflects the share based payments charge on warrants granted by the Company as described earlier in this note.

5.	RELATED PARTY TRANSACTIONS

Kitwell Administration Limited (“Kitwell”), a company wholly owned by Mr Hirschfield, has provided Company Secretarial and accounting services to the Company since incorporation. Mr Hirschfield agreed that Kitwell would not make any charges for its services prior to listing. These accounts include an accrual of £500 for Company Secretarial services for December 2023 (30 June 2023: £2,500 plus VAT in respect of accountancy services and £1,500 plus VAT for Company Secretarial services for the year ended 30 June 2023).

Prior to being appointed a director on 5 June 2023, Segar Karupiah charged for his services via Danmar Management Limited, a wholly owned service company. These accounts include an accrual of £nil (30 June 2023: £2,000 plus VAT in respect of services provided in May and June 2023).

6.	SEASONAL OR CYCLICAL FACTORS

There are no seasonal factors that materially affect the operations of the company.

7.	EVENTS AFTER THE REPORTING DATE

There are no events since the reporting date which require reporting.

- ENDS –

This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR").