ChallengerX Plc - Interim report for the six months ended 31 December 2024

31 January 2025

ChallengerX plc
(“ChallengerX”, “CX" or the "Company")

Interim report for the six months ended 31 December 2024

ChallengerX (AQUIS: CXS) announces its unaudited financial results for the six months ended 31 December 2024.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

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Chairman Statement

Introduction

ChallengerX plc (the “Company” or “ChallengerX”) is an investment company quoted on the Aquis Stock Exchange (“AQSE”) Growth Market. The Company was incorporated on 7 June 2021 and its shares were admitted to trading on 23 December 2021. Trading in the Company's ordinary shares on AQSE was suspended on 6 June 2024.  The Company is aware of its continuing obligations under the AQSE rules.

Activities during the periods

The Company was in negotiations to complete a significant transaction for the Company; it was also reviewing other products to add to its core business. The Company’s aim is to enhance its position and seek to restore its shares to trading as soon as possible.

Outlook

On 8 January the Company announced it had raised a total of £120,000 through the issuance of a Convertible Loan Note. The Loan will be automatically converted into 120,000,000 ordinary shares of £0.001each in the Company upon the relisting of ChallengerX Shares on the Aquis Stock Exchange.

On 20 January the Company further announced it is in active negotiations with the owners of Nyce International Limited and Virya VC Limited, with the aim to acquire their entire issued share capital. In addition, as part of this transaction, the Company announced the intention to enter into a licensing agreement in relation to an instance of Reelsoft AB’s Vision RGS (Remote Gaming Server) and Game Aggregation Platform (together, the "Potential Acquisitions").

The Company is at an advanced stage of its legal and financial due diligence process and negotiation of the share purchase agreements and licensing agreements. A significant part of the costs associated with this process have been included in expenditure to 31 December 2024.

The Board is also negotiating certain new board appointments and working alongside an Aquis Corporate Adviser to conduct a review of the potential candidates’ experience and background as well as of the enlarged group’s suitability, following completion of the Potential Acquisitions and readmission to trading on the Aquis Stock Exchange.

It is not expected that the Potential Acquisitions would constitute a Reverse Takeover under Rule 3.6 of the Access Rulebook.

The Potential Acquisitions are subject to a number of conditions, including the lifting of the suspension to trading of ChallengerX Shares by Aquis Stock Exchange, the issue and admission of the new Ordinary Shares to trading, and completion of a fundraise in a sufficient amount to satisfy the enlarged group’s working capital requirement. 

The completion of the Potential Acquisitions and relisting of ChallengerX Shares on the Aquis Stock Exchange cannot be guaranteed.

John May

Chairman

Unaudited Statement of Comprehensive Income

Statement of Financial Position

Statement of Changes in Equity

Statement of Cash Flows

Notes to the financial statements

1. General information

ChallengerX plc is a public limited company limited by shares and was first incorporated in England on 7 June 2021 with company number 13440398. Its registered office is 16 Great Queen Street, London, WC2B 5DG.

The Company’s shares are traded on the Aquis Stock Exchange Growth Market under symbol CXS and ISIN number

GB00BMD0WG01.

The information for periods ended 31 December 2024 and 31 December 2023 are unaudited.

2. Basis of Preparation

The condensed interim financial statements of ChallengerX plc have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, “The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland” (“FRS 102”) and the Companies Act 2006. The condensed interim financial statements contained in this document do not constitute statutory accounts. In the opinion of the directors, the condensed interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period. The Board of Directors approved this Interim Financial Report on 27 January 2025.

These interim financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of listed investments at fair value.

The financial statements are presented in Pounds Sterling, which is the Company’s presentation and functional

currency.

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

The financial statements have been prepared on the historical cost basis and are presented in £’000 unless

otherwise stated.

3. Going Concern

As at 31 December 2024, the Company had cash of £103,341.  The Company has limited operating cash flow and is dependent on the performance of its trading activities or raising further capital and its cash balances for its working capital requirements. As at the date of this report, the Company had £78,327 cash at bank.

In making their assessment of going concern, the Directors, having made due and careful enquiry, are of the opinion that the Company will have access to adequate working capital to meet its obligations for the period of at least 12 months from the date these management accounts are authorized for issue. The Directors, have   discussed the Company's position with its investors and potential investors and believes it will secure the funding required to pursue its objectives.

The Directors believe in the Company’s potential. However, the success of securing funding has been identified as a material uncertainty which may cast significant doubt over the going concern assessment. Whilst acknowledging this uncertainty, based upon the expectation of completing a successful fundraising in the near future, and the continued support of its investors, the Directors consider it appropriate to continue to prepare the financial statements on a going concern basis.

4. Earnings per share