Interim Results

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Financial Summary and APMs[1] - US$m	H1 2025	H1 2024	Change
Licence and NRE	77.3	64.8	12.5
Royalties and silicon	25.7	26.2	(0.5)
Revenue	103.0	91.0	12.0
Gross Profit	38.7	41.3	(2.6)
Gross margin	38%	45%
Operating loss	(172.8)	(48.3)	(124.5)
Operating margin	(168%)	(53%)
EBITDA¹	(152.9)	(31.5)	(121.4)
EBITDA margin¹	(148%)	(35%)
Adjusted EBITDA¹	(43.0)	(11.8)	(31.2)
Adjusted EBITDA margin¹	(42%)	(13%)
Loss after tax¹	(172.1)	(40.0)	(132.1)
Loss after tax margin¹	(167%)	(44%)
Adjusted (loss) after tax¹	(56.9)	(13.5)	(43.4)
Adjusted (loss) after tax margin¹	(55%)	(15%)
Pre-tax operating cash flow	(15.3)	50.4	(65.7)
Cash and cash equivalents	118.7	76.3	42.4
Net debt¹	(231.4)	(141.6)	(89.8)

Bookings² and Design Win Activity - US$m	H1 2025	H1 2024	Change
Licence and NRE	107.4	203.5	(96.1)
Royalties and silicon	52.0	21.8	30.2
New Bookings	159.4	225.3	(65.9)
Number of revenue generating end-customers (end of period)	81	73	8

Risk	Description
Managing our growth	We have a limited operating history and are growing rapidly, with increased pressure on cash flows. If we do not manage our growth successfully, fail to execute on our strategy, fail to meet future debt covenants or maintain sufficient liquidity, or fail to implement or maintain governance and control measures, our business may be adversely impacted. We have rapidly expanded our headcount and the complexity of our business and operations, both organically and through acquisitions.
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.
Customer dependence	Our products and technology target the AI, data centre and network infrastructure markets, where there are a limited number of customers. Further, 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.
Customer demand	Demand for our technology 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 or semiconductors internally or acquire IP or semiconductors from our competitors.
Risks associated with WiseWave	As we have fully disposed of our investment in our WiseWave joint venture, we may be limited in our ability to influence strategy, operational, legal, commercial or financial matters of WiseWave. We have also fully provided for billed and unbilled receivables from WiseWave as it is unlikely that we will receive any additional payments.
Dependence on licensing revenues	Our financial performance is dependent on licensing revenues. If our customers delay or cancel their development projects, our IP and support revenues may be delayed, diminished or may not materialise. We are in the middle of a transformation into a semiconductor product company and are making investments in developing custom and connectivity products. Should these not develop as expected we may not achieve the required growth in revenue or expected margins. The acquisition of OpenFive has materially reduced our dependency on IP licensing revenues as we seek to monetise our IP through custom silicon. Given the costs, time and resources involved, our customers are typically incentivised to take their products into production. Our programme management teams actively manage progress on development of both custom and connectivity products.
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.
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 the Middle East potentially has wide-ranging impacts, including global economic instability, increased geopolitical tensions and disruption to our operations and supply chains.
IP protection and infringement	We protect our technology 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 customers or partners in any such claims, it could adversely impact our business.
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. By pursuing a vertically integrated model and supplying silicon products, we are reliant on the foundries' capacity for a portion of our revenues and this reliance may increase as royalty revenues become more material to us.
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 tools 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.
Recommended acquisition by Qualcomm not completing	We have considered that if the Acquisition does not consummate, the Group may be at risk of not being able to meet certain financial covenants applicable to the Term Loan and Revolving Credit Facility, and consequently may need to either renegotiate or obtain waiver of the covenants, or undertake other remedial actions for such time as may be necessary.

		Unaudited six months ended 30 June 2025	Unaudited Six months ended 30 June 2024
	Note	US$'000	US$'000

Revenue	4	102,961	90,975
Cost of sales		(64,228)	(49,682)
Gross profit		38,733	41,293
Research and development	12	(65,052)	(39,378)
of which impairment of purchased intangible		(10,000)	-
Sales and marketing		(7,617)	(6,990)
General and administration		(29,016)	(23,603)
of which expected credit loss		(1,279)	(699)
Other operating expense	5	(109,853)	(19,636)
of which impairment of warrants		(19,848)	-
of which costs related to acquisition by Qualcomm		(44,058)	-
of which expected credit loss		(19,707)	-
Operating loss		(172,805)	(48,314)

Finance income	8	3,778	1,773
Finance expense	8	(8,938)	(3,373)
Loss before tax		(177,965)	(49,914)
Income tax benefit	9	5,884	9,953
Loss after tax		(172,081)	(39,961)

Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Currency exchange gain/(loss) on translation of foreign operations		222	(1,431)

Total comprehensive loss for the period		(171,859)	(41,392)

Basic and Diluted earnings per share	10	(22.69)	(5.48)

		Unaudited as at 30 June 2025	Audited year ended 31 December 2024
	Note	US$'000	US$'000
Assets
Current assets
Cash and cash equivalents	15	118,663	180,159
Trade and other receivables	16	35,181	81,301
Contract assets	4	57,754	67,696
Inventories		4,375	5,989
Income tax receivables		24,537	28,999
Warrant payment to customer	4	-	484
Other current assets	17	45,964	11,812
Total current assets		286,474	376,440
Non-current assets
Goodwill	11	309,199	309,199
Other intangible assets	12	286,800	263,242
Property and equipment - owned	13	58,704	35,869
Property and equipment - leased		14,746	17,997
Other investments		1,017	1,017
Trade and other receivables	16	1,500	2,006
Contract assets	4	19,263	27,999
Other assets	17	3,248	775
Warrant payment to customer	4	-	19,364
Deferred tax assets		21,917	15,492
Total non-current assets		716,394	692,960
Total assets		1,002,868	1,069,400
Liabilities
Current liabilities
Trade and other payables	18	120,270	76,806
Contract liabilities	4	114,593	81,631
Income taxes payable		1,422	952
Lease liabilities		4,612	3,834
Loans and borrowings	19	9,375	9,375
Total current liabilities		250,272	172,598
Non-current liabilities
Trade and other payables	18	6,044	132
Contract liabilities		232	537
Warrant liability	4	13,319	13,671
Lease liabilities		12,674	15,779
Loans and borrowings	19	340,736	342,650
Deferred tax liabilities		34,312	34,280
Total non-current liabilities		407,317	407,049
Total liabilities		657,589	579,647
Net assets		345,279	489,753

Share capital and reserves
Share capital	20	10,743	10,451
Share premium account		9,238	4,474
Merger reserve		(793,216)	(793,216)
Share-based payment reserve		42,037	32,641
Currency translation reserve		(87,344)	(87,566)
Convertible bond		34,051	34,051
Retained earnings		1,129,770	1,288,918
Total equity		345,279	489,753

Summary by AI ^BETAClose X

1. General information

Companies

UK 100

Latest directors dealings

		Unaudited six months ended 30 June 2025	Unaudited six months ended 30 June 2024
	Note	US$'000	US$'000
Cash flows from operating activities
Net (loss)		(172,081)	(39,961)
Non-cash items within operating loss:
Amortisation of intangible assets		9,215	7,150
Depreciation of property and equipment - owned		8,512	6,968
Depreciation of property and equipment - leased		2,201	2,732
Share-based compensation expense		22,329	10,743
Currency translation gain on Intercompany balances		(3,095)	(2,257)
Impairment of R&D assets		10,000	-
Impairment of warrants		19,848	-
Deferred cash rights		2,679	3,788
Finance income		(3,778)	(1,773)
Finance expense		8,938	3,373
Income tax expense		(10,695)	(14,764)
Cash used in operations before changes in working capital		(105,927)	(24,001)
Changes in working capital:
Decrease in trade and other receivables		8,408	23,401
Decrease in inventories		1,614	7,200
Decrease in contract assets	4	19,078	10,407
Increase in trade and other payables		28,865	1,175
Increase in contract liabilities	4	32,657	32,247
Cash (used in) / generated from operating activities before tax		(15,305)	50,429
Income tax paid		(801)	(3,395)
Income tax refund		14,002	-
Net cash generated from operating activities		(2,104)	47,034
Cash flows from investing activities
Purchase of property and equipment		(18,806)	(24,346)
Purchase of intangible asset		(5,165)	(1,000)
Interest received		3,004	1,773
Capitalised development expenditure		(25,521)	(33,832)
Net cash used in investing activities		(46,488)	(57,405)
Cash flows from financing activities
Issuance of ordinary shares		5,056	1,351
Interest paid		(11,626)	(9,017)
Lease payments		(2,479)	(3,016)
Repayment of loans and borrowings		(4,687)	(2,500)
Net cash used in financing activities		(13,736)	(13,182)
Net decrease in cash and cash equivalents		(62,328)	(23,553)
Cash and cash equivalents at the beginning of the period		180,159	101,291
Currency translation gain/(loss) on cash and cash equivalents		832	(1,431)
Cash and cash equivalents at end of period	15	118,663	76,307

US$'000	Ordinary share capital	Share premium account	Merger reserve	Share-based payment reserve	Currency translation reserve	Convertible bonds	Retained earnings	Total equity
Balance at 1 January 2025	10,451	4,474	(793,216)	32,641	(87,566)	34,051	1,288,918	489,753
Loss for the period	-	-	-	-	-	-	(172,081)	(172,081)
Other comprehensive income	-	-	-	-	222	-	-	222
Total comprehensive loss	-	-	-	-	222	-	(172,081)	(171,859)
Settlement of share awards:
- Issue of ordinary shares	292	4,764	-	-	-	-	-	5,056
- Transfer of cumulative compensation expense on settled awards	-	-	-	(12,933)	-	-	12,933	-
Share-based compensation expense for the year	-	-	-	22,329	-	-	-	22,329
Other changes in equity	292	4,764	-	9,396	-	-	12,933	27,385
As at 30 June 2025 (Unaudited)	10,743	9,238	(793,216)	42,037	(87,344)	34,051	1,129,770	345,279

(US$'000)	Six months ended 30 June 2025	Six months ended 30 June 2024
Revenue by type:
IP and NRE	75,983	61,393
IP and NRE - Reseller	1,313	318
IP and NRE - JV	-	3,021
Silicon and Royalties	25,665	26,243
	102,961	90,975

(US$'0000)	Six months ended 30 June 2025	Six months ended 30 June 2024
Revenue by region:
North America	61,262	42,044
China	21,109	18,130
APAC (ex-China)	13,157	24,147
EMEA	7,433	6,654
	102,961	90,975

(US$'000)		As at 30 June 2025	As at 31 December 2024
Capitalised contract costs		3,959	3,914

	Six months ended 30 June 2025	Six months ended 30 June 2024
R&D/engineering	961	770
General & administration	92	63
Sales & marketing	28	34
Total employees (average)	1,081	867

(US$'000 except shares)	Six months ended 30 June 2025	Six months ended 30 June 2024
Numerator:
Net loss from operations	(172,081)	(39,961)

Denominator:
Weighted average number of common shares outstanding for basic EPS	758,476,694	728,559,101
Weighted average number of common shares outstanding for diluted EPS	758,476,694	728,559,101
Basic EPS (US$ cents)	(22.69)	(5.48)
Diluted EPS (US$ cents)	(22.69)	(5.48)

(US$'000)	Six months ended 30 June 2025
As at 1 January 2025	263,242
Additions	42,773
Impairment	(10,000)
Amortisation	(9,215)
As at 30 June 2025	286,800

	Number of shares	US$ '000
Balance as at 31 December 2023	715,514,567	10,011
Shares issued under employee share schemes	35,624,639	440
Balance as at 31 December 2024	751,139,206	10,451
Shares issued under employee share schemes	21,492,002	292
Balance as at 30 June 2025	772,631,208	10,743

	Six months to 30 June 2025		Six months to 30 June 2024
	Number of awards	Weighted average exercise price (US$)	Number of awards	Weighted average exercise price (US$)
Outstanding at the beginning of the period	77,724,535	0.980	86,263,963	0.834
Exercised or vested during the period	(23,501,685)	0.789	(20,098,870)	1.149
Forfeited during the period	(2,075,228)	1.463	(1,510,305)	1.189
Granted during the period	37,670,915	0.467	21,798,539	1.522
Outstanding at the end of the period	89,818,537	1.323	86,453,327	0.934
Vested at the end of the period	24,785,440	0.549	40,671,675	0.228

Name	Registered address	Country

Alphawave IP Inc.	70 University Ave, 10th Floor, Toronto, Ontario, Canada M5J 2M4	Canada
Alphawave Semi US Corp. (formerly Alphawave IP Corp.)	1730 N 1st St, Suite 650, San Jose, CA, 95112	United States (Delaware)
Alphawave IP (BVI) Ltd.¹	Trinity Chambers, PO Box 4301, Road Town, Tortola	British Virgin Islands
Alphawave Call. Inc. ^1,2	70 University Ave, 10th Floor, Toronto, Ontario, Canada M5J 2M4	Canada
Alphawave Exchange Inc.	70 University Ave, 10th Floor, Toronto, Ontario, Canada M5J 2M4	Canada
Alphawave IP Limited¹	21 Avenida da Praia Grande, No 409, Edificio China Law, 21 andar, em, Macau	China
Precise-ITC, Inc.	170 University Avenue, 10th Floor, Toronto, Ontario, M5H 3B3	Canada
AWIPInsure Limited¹	1st Floor, Limegrove Centre, Holetown, St. James	Barbados
Alphawave Semi International Corp. (formerly Alphawave Holdings Corp.) ¹	1730 N 1st St, Suite 650, San Jose, CA, 95112	United States (Delaware)
Alphawave Semi, Inc. (formerly Open-Silicon, Inc)	490 N McCarthy Blvd #220, Milpitas, CA 9503	United States (Delaware)
Alphawave Semiconductor Corp. (dissolved)	1730 N 1st St, Suite 650, San Jose, CA, 95112	United States (Delaware)
Alphawave Semi Holding Corp. (formerly Open-Silicon Holding Corp.)	3rd Floor, Les Cascades, Edith Cavell Street, Port Louis	Mauritius
Open-Silicon Development Corp. (dissolved) ²	490 N McCarthy Blvd #220, Milpitas, CA 95035	United States (Delaware)

Open-Silicon International, Inc. ²	490 N McCarthy Blvd #220, Milpitas, CA 95035	United States (Delaware)
Alphawave Semi Japan Corporation (formerly Open-Silicon Japan)²	c/o Akia Tax Consultants, Shoei Kannai Building, 22, Sumiyoshicho 2-chrome, Naka-ku, Yokohama, Kanagawa	Japan
Awave Semiconductor India Pvt Ltd (formerly Open-Silicon Research Private Ltd)	No. 11/1 & 12/1 Maruthi Infotech Centre, 2nd Floor, B-Block, Indiranagar, Koramangala Intermediate Ring Road, Bangalore - 560 071.	India
Alphawave Semi (Nanjing) Co. Ltd (formerly Yuanfang Silicon Technology (Nanjing) Co. Ltd)	Room 101, Building B, No. 300, Zhihui Road, Qilin Science and Technology Innovation Park, Jiangning District, Nanjing	China
Alphawave Semi Asia Co. Ltd	Room 702-703, Building 8, Lane 777, Gaoke East Road, Pudong New Area, Shanghai	China
Alphawave Semi Israel Ltd (formerly Solanium Labs Ltd)¹	24 Hanagar, Hod HaSharon 4527713	Israel

	As at and for the period ended
(US$'000)	30 June 2025	31 December 2024	30 June 2024
Transactions:
Revenue from a company on which a Director is the chairman of the board¹	200	33	33
Revenue from VeriSilicon	674	2,056	318
Revenue from WiseWave, a joint venture, where there is common directorship²	-	3,227	3,021
Cost of sales from a company on which a Director is the chief financial officer³	-	-	(1,031)
Operating expenses from a company on which a Director is a director	(227)	(3,278)	(100)
Costs capitalised as intangible assets from a company on which a Director is a director	0	(1,000)	(1,000)
	647	1,038	1,241

Balances:
Accounts receivable from a company on which a Director is the chairman of the board¹	1,440	2,760	200
Accounts receivable from VeriSilicon	441	200	893
Accounts receivable from WiseWave, a joint venture, where there is common directorship²	160	19,603	20,569
Contract asset from companies on which a Director is the chairman of the board¹	845	1,720	5,300
Contract asset from WiseWave, a joint venture, where there is common directorship²	-	14,361	31,925
Prepaid expenses with a company on which a director is a director	-	67	167
Prepaid expenses with a company on which a Director is a director¹	167	-	-
	3,053	38,711	59,054

Contract liabilities from VeriSilicon	(2,534)	(2,566)	(575)
Contract liabilities from WiseWave, a joint venture, where there is common directorship²	(160)	(326)	(2,796)
Accrued liabilities with a company on which a Director is a director	-	(500)	(1,100)
Accrued liabilities with a company on which a Director is a director¹	(1,161)	-	-
	(3,855)	(3,392)	(4,471)

	Six months ended 30 June 2025 US$m	Year ended 31 December 2024 US$m
Backlog at the beginning of the period	520.0	354.9
Add: Bookings during the period (excluding royalties)	159.4	515.4
Less: Net adjustments/debookings during the period (excluding royalties)¹	(248.8)	(42.8)
Less: Revenue recognised during the period (excluding royalties)²	(102.9)	(307.5)
Backlog (end of the period)	327.7	520.0

(US$'000)	Six months ended 30 June 2025	Six months ended 30 June 2024
Operating (loss)	(172,805)	(48,314)
Add backs:
Depreciation and amortisation	19,928	16,850
EBITDA	(152,877)	(31,464)