Amazing AI PLC - Subsidiary Spin-off and Change of AQSE Adviser

11 November 2025

Amazing AI plc

("AAI", the "Company" or the "Group")

Subsidiary Spin-off and Change of Corporate Adviser

Amazing AI plc (AQSE: AAI) - 11 November 2025: AAI, a global fintech group specialising in online consumer loans and AI finance-related services, is pleased to announce it is undertaking a disposal of 80.01% of its wholly owned Mauritius subsidiary, Amazing AI Services Ltd, to existing AAI shareholders with AAI maintaining a 19.99% passive investment for nil consideration (the "Disposal"). Following the Disposal, the Company will concentrate on its online consumer loans business.

In addition, Guild Financial Advisory Limited has been appointed as AAI's Aquis Corporate Adviser with immediate effect.

Reasons for the Disposal 

Amazing AI Services Ltd currently has a digital asset treasury that holds a small and non-material low four-figure USD exposure to Bitcoin with no other business, assets or liabilities. As communicated in an RNS on 3 November 2025, Amazing AI Services Ltd intends to have a diversified portfolio of 5 digital assets. As global stock exchanges tighten their requirements for companies pursuing a digital asset treasury function, the Board believes it is in the best interests of all AAI shareholders to spin-off the digital asset treasury function held within Amazing AI Services Ltd.

The Disposal is expected to become effective on 28 November 2025. AAI shareholders on the share register as at close of business on 27 November 2025 (the "Record Date"), will be allocated an 80.01% interest in Amazing AI Services Ltd on a pro-rata basis according to their AAI shareholding. Upon the Disposal becoming effective, definitive share certificates for the new shares in Amazing AI Services Ltd, a private company incorporated in Mauritius with registered number 224828, will be issued to shareholders.

Paul Mathieson, CEO of Amazing AI plc said, "We are excited to be providing existing shareholders a direct pro-rata shareholding exposure to Amazing AI Services Ltd, which plans to become a leading sophisticated and diversified digital asset treasury company and list on the Mauritius Stock Exchange. We are also delighted to welcome Guild Financial Advisory Limited as our new Aquis Corporate Adviser as we position the business for its next phase of growth and the exciting opportunities that lie ahead."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation, and the Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

About Amazing AI plc

Amazing AI plc (AAI) is a global fintech group that provides online consumer loans and AI finance-related services. AAI leverages its regulated licensed lending and collections operations, experience and network to distribute best-of-breed AI finance-related services internationally, specifically focused on lending, collections and debt financing services. AAI operates under the consumer brand Mr. Amazing Loans in the United States with 6 state consumer lending licenses/certificates of authority and an established track-record of lending, collections and regulatory compliance for over 15 years.

For more information please visit: www.amazingaiplc.com and www.aquis.eu/companies/aai

Important Notices

Amazing AI plc (the "Company"), via its Mauritius subsidiary Amazing AI Services Ltd, holds treasury reserves and surplus cash in digital assets. Whilst the Board of Directors of the Company considers holding digital assets to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the "Financial Conduct Authority" or "FCA") considers investment in digital assets to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in digital assets, either directly or by proxy. However, the Board of Directors of the Company consider digital assets to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to digital assets. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA and digital assets are unregulated in the UK. As with most other investments, the value of digital assets can go down as well as up, and therefore the value of digital asset holdings can fluctuate. The Company may not be able to realise any future digital asset exposure for the same as it paid in the first place or even for the value the Company ascribes to digital asset positions due to these market movements. As digital assets are unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in digital assets, and in doing so is mindful of the special risks digital assets presents to the Company's financial position. These risks include (but are not limited to): (i) the value of digital assets can be highly volatile, with value dropping as quickly as it can rise. Investors in digital assets must be prepared to lose all money invested in digital assets; (ii) the digital assets market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell digital assets at will. The ability to sell digital assets depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) digital assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to digital assets. However, prospective investors in the Company are encouraged to do their own research before investing.

Caution Regarding Forward Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.