Withdrawal of Shares from AQSE and GM

Amazing AI PLC

04 December 2025

 

4 December 2025

Amazing AI plc

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

Proposed Withdrawal of the Company's Ordinary Shares from trading on the AQSE Growth Market and Notice of General Meeting

Amazing AI plc (AQSE: AAI) - 4 December 2025: AAI is a global fintech group with a Digital Asset Treasury Policy that provides online consumer loans and AI finance-related services. AAI announces that a circular will be sent to Shareholders detailing resolutions to be considered at a General Meeting scheduled for 4.30 p.m. on 30 December 2025 regarding the withdrawal of the Company's Ordinary Shares from trading on the AQSE Growth Market (the "Withdrawal").

The background to, and reasons for, the proposed Withdrawal are set out below, in accordance with rule 5.3 of the AQSE Rules. 

If the Withdrawal resolutions are passed at the General Meeting, it is anticipated that the last day of dealings in the Ordinary Shares on the AQSE Growth Market will be 6 January 2026, and the Withdrawal will become effective at 7.00 a.m. on 7 January 2026. The Company is currently exploring its options to dual list on the Stock Exchange of Mauritius and OTC Markets in US in early 2026.

This announcement contains inside information that, prior to its disclosure, was inside information as stipulated under Regulation 11 of the UK Market Abuse Regulation. The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

Amazing AI plc
Neil Patrick - Non-Executive Chairman	[e-mail]

About Amazing AI plc

Amazing AI plc (AAI) is a global fintech group with a diversified Digital Asset Treasury Policy, 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 100% owned 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 loss 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.

Background to and reasons for the Withdrawal

Amazing AI plc's Board and its major shareholders wish to pursue a sophisticated and diversified Digital Asset Treasury Policy utilising crypto derivatives. AAI was informed in writing by Aquis Regulation on 1 December 2025 that the "Aquis Cryptoassets Policy would apply to the whole group admitted to trading on our Growth Market, and as a result to any subsidiaries as well. Therefore, we can also confirm that a crypto derivatives trading strategy would not be allowed under the current policy." As a result, AAI cannot pursue a Digital Assets Treasury policy utilising any crypto derivatives, even in its Mauritius subsidiary company, if it wishes to remain a listed company on AQSE.

Therefore, the Board has decided to convene a shareholder vote to decide the path forward. The choice for shareholders is to either: (a) vote in favour of delisting from AQSE and then AAI will deploy material funds to pursue its sophisticated and diversified Digital Asset Treasury Policy utilising crypto derivatives; or (b) vote against the delisting, forcing AAI to entirely abandon its Digital Asset Treasury Policy.

The Board has evaluated the benefits and drawbacks to the Company and its Shareholders of retaining the Company's listing on the AQSE Growth Market and we believe that the Withdrawal is in the best interests of the Company and its Shareholders as a whole.

In reaching this conclusion, the Board has considered the following key factors, in addition to the withdrawal enabling AAI to pursue its sophisticated and diversified Digital Asset Treasury Policy utilising crypto derivatives:

·      False and Misleading Statements, and Defamatory and/or Unsupportable Statements on Certain Online Platforms, Other Social Media Influencers and Bulletin Board Users: In particular, Thomas John Zacchaeus Winnifrith and Share Prophets Ltd have published a number of false and misleading, defamatory and/or unsupportable statements over the past 2 years that have caused Amazing AI plc, Mr. Paul Mathieson (Founder, CEO and major shareholder) and Amazing AI plc shareholders to suffer serious harm with no evident intervention by relevant United Kingdom regulators and/or enforcement agencies.

·     Challenging conditions for small and micro-cap companies on the UK public markets: UK small and micro‐cap public markets have changed significantly since the Company's IPO. In addition, the market is, in the Board's opinion, undervaluing micro-cap market companies and this is unlikely to change in the medium term.

·     Share price not representative of the Company's true value and associated difficulties: The Directors believe that the value of the Company, in terms of its assets, capabilities and potential, is not currently reflected in the share price and this limits the options available in terms of structuring further acquisitions, fundraisings and attracting new partners, all of which limit the possible further growth and development of the Company. It is the Board's opinion that this is unlikely to change in the medium term.

·     Access to Capital: There has been significant volatility in the Ordinary Shares for some time and, as a result, the Directors believe that a continued listing on AQSE no longer sufficiently provides the Company with the advantage of access to capital in the medium term at an attractive price.

·     Limited free float and price volatility of the Ordinary Shares: The listing of the Ordinary Shares on AQSE does not necessarily offer investors the opportunity to trade in meaningful volumes, or with frequency within an active market. The Company's share price can move up or down significantly following trades of small volumes of Ordinary Shares. In the opinion of the Board, this has negatively impacted its industry reputation.

·     Disproportionate cost-benefit analysis of maintaining the Company's listing: Management time and the legal and regulatory burden, together with the associated costs of maintaining the Company's listing on AQSE are, in the Board's opinion, disproportionate to the benefits when taking into account the size of the Company. The Board believe that the time and cost savings associated with the Withdrawal can be better spent supporting growth in the Group's business.

Following careful consideration, and for the reasons set out above, the Directors believe that it is in the best interests of the Company, and its Shareholders as a whole, to seek the proposed Withdrawal.

Process for, and principal effects of, the Withdrawal

The Withdrawal is conditional, pursuant to Rule 5.3 of the AQSE Rules, upon the approval of both Resolutions 1 and 2. Resolution 1, being a special resolution, requires the approval of not less than 75 per cent of the votes cast by shareholders at the General Meeting. Resolution 2, which is an additional Withdrawal Resolution, is required pursuant to Rule 5.3 of the AQSE Rules as there is a Controlling Shareholder. Resolution 2 requires the approval of more than 50 per cent of the votes cast by Independent Shareholders (whether present in person or by proxy) at the General Meeting.

Under the AQSE Rules, the Company is required to give at least 20 Business Days' notice of Withdrawal.  If the Withdrawal Resolutions are passed at the General Meeting, it is proposed that the Withdrawal will take effect at 7.00 a.m. on 7 January 2026.

The principal effects of the Withdrawal will include the following:

·     there will be no formal market mechanism enabling the Shareholders to trade Ordinary Shares;

·     the Ordinary Shares may be more difficult to sell compared to shares of companies traded on AQSE (or any other recognised market or trading exchange);

·     in the absence of a formal market and quote, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;

·     the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AQSE will no longer apply;

·     Shareholders will no longer be afforded the protections given by the AQSE Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

·     the levels of disclosure and corporate governance within the Company will not be as stringent as for a company listed on AQSE;

·     the Company will no longer be subject to the UK MAR regulating inside information and other matters;

·     the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules although the Takeover Code will continue to apply to the Company following the Withdrawal until 7 January 2028;

·     there will not be an AQSE Corporate Advisor appointed to the Company;

·     whilst the Company's CREST facility will remain in place immediately post the Withdrawal the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

·     stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; 

·     the Withdrawal may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Withdrawal on them. For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in England & Wales in accordance with and, subject to the Companies Act, notwithstanding the Withdrawal.

 The Company will:

·     continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Companies Act; and

·     continue to maintain its website, www.amazingaiplc.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules or the AQSE Disclosure and Transparency Obligations as required by the AQSE Rules.

If you are in any doubt as to the action you should take, you are recommended to seek advice from your solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, by another appropriately authorised independent financial adviser.

Withdrawal from the AQSE Growth Market

Under the AQSE Rules, it is a requirement that the Withdrawal must be approved by not less than 75 per cent of votes cast by Shareholders at the General Meeting and by a majority of the votes attached to Ordinary Shares held by Independent Shareholders. Therefore, for transparency reasons, the Company proposes the Withdrawal Resolutions as Resolution 1 and Resolution 2.   All holders of Ordinary Shares are entitled to vote on Resolution 1 but only Independent Shareholders are eligible to vote on Resolution 2. The Company's Registrars will be instructed to disregard any votes cast by Shareholders who are not Independent Shareholders in connection with Resolution 2.

Furthermore, Rule 5.3 of the AQSE Rules requires any company that wishes to withdraw its securities from trading on AQSE to notify shareholders of its preferred withdrawal date at least 20 Business Days prior to such date. In accordance with AQSE Rule 5.3, the Directors have notified AQSE of the Company's intention, subject to the Withdrawal Resolutions being passed at the General Meeting, to withdraw trading in the Company's Ordinary Shares from the AQSE Growth Market on 7 January 2026. Accordingly, if the Withdrawal Resolutions are passed, the Withdrawal will become effective at 7.00am on 7 January 2026.  If the Withdrawal becomes effective, the Company will not be required to have an AQSE Corporate Advisor and will no longer be required to comply with the AQSE Rules.

General Meeting

The General Meeting will be held at the offices of the Company, c/o Arch Law, Floor 2, 8 Bishopsgate, London EC2N 4BQ, United Kingdom.

Resolutions 1 and 2 to be proposed at the General Meeting are a special resolution and an ordinary resolution respectively to approve the Withdrawal.  Only Independent Shareholders are eligible to vote on Resolution 2. The Company's Registrars will be instructed to disregard any votes cast by Shareholders who are not Independent Shareholders in connection with Resolution 2.

Action to be taken in relation to the General Meeting

Shareholders are encouraged to appoint the chair of the General Meeting as their proxy with directions as to how to cast their vote on the Resolutions proposed. For further details on how to submit a proxy vote, please see the notes to the Notice of General Meeting at the end of the Circular.

The appointment of a proxy will not preclude Shareholders from attending and voting at the General Meeting in person should they so wish.

Recommendation

The Directors consider that the Withdrawal is in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommend that you vote in favour of the Resolutions at the General Meeting.

Yours faithfully,

Neil Patrick

Non-Executive Chairman

The Takeover Code

The Takeover Code (the "Code") applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK multilateral trading facility ("MTF"), or a stock exchange in the Channel Islands or the Isle of Man. The Code therefore applies to the Company as its securities are admitted to trading on The Aquis Stock Exchange Growth Market, which is a UK MTF.

The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Assuming the Withdrawal is approved by Shareholders at the General Meeting and becomes effective, the Code will continue to apply to the Company for a period of two years after the Withdrawal, following which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

(a) a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30% or more; or

(b) a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

Brief details of the Takeover Panel, and of the protections afforded by the Code, are set out below.

Before voting on the Withdrawal, you may want to take independent professional advice from an appropriate independent financial adviser.

The Takeover Code is issued and administered by the Panel. The Company is a company to which the Takeover Code applies and its Shareholders are accordingly entitled to the protections afforded by the Takeover Code.

The Takeover Code and the Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The Takeover Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

The General Principles and Rules of the Takeover Code

The Takeover Code is based upon a number of general principles (the "General Principles") which are essentially statements of standards of commercial behaviour. For your information, these General Principles are set out in Part 1 of Appendix A of this Part III. The General Principles apply to all transactions with which the Takeover Code is concerned. They are expressed in broad general terms and the Takeover Code does not define the precise extent of, or the limitations on, their application. They are applied by the Panel in accordance with their spirit to achieve their underlying purpose.

In addition to the General Principles, the Takeover Code contains a series of rules (the "Rules"), of which some are effectively expansions of the General Principles and examples of their application and others are provisions governing specific aspects of takeover procedure. Although most of the Rules are expressed in more detailed language than the General Principles, they are not framed in technical language and, like the General Principles, are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a Rule in certain circumstances.

Giving up the protection of the Takeover Code

A summary of key points regarding the application of the Takeover Code to takeovers generally is set out below. You are encouraged to read this information carefully as it outlines certain important protections which will cease to apply 2 years following Withdrawal. 

Expected Timetable of Principle Events

Notice given to Aquis Stock Exchange of the proposed Withdrawal Announcement of the proposed Withdrawal pursuant to Rule 5.3 of the AQSE Growth Market Access rulebook and the Posting of this Circular to Shareholders	1 December 2025 4 December 2025
Latest time and date for receipt of proxy appointments in respect of the General Meeting	11.00 a.m. on 24 December 2025
Time and date of General Meeting	4.30 p.m. on 30 December 2025
Expected date of Withdrawal of the Ordinary Shares to trading on AQSE	7.00am on 7 January 2026

Notes:

All of the times referred to in the Document refer to London time, unless otherwise stated.

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through the Regulatory News Service.

Concert Party as agreed by the Takeover Panel

A Concert Party was agreed by the Takeover Panel. The following table shows the members of the Concert Party and their respective holdings:

Name	Holding	%
Paul Mathieson	125,820,000	38.09%
Sameer Prasad	5,975,394	1.81%
L Prasad Pty Ltd	2,573,105	0.78%
Total	134,368,499	40.67%
Total No of Shares in Issue	330,353,759

Pursuant to AQSE Rule 5.3, if there is a Controlling Shareholder then there must be held a further Withdrawal Resolution upon which only Independent Shareholders are eligible to vote. The members of the above Concert Party are considered to be a Controlling Shareholder for the purposes of AQSE Rule 5.3 and are therefore not considered to be Independent Shareholders and will not be entitled to vote on Resolution 2. 

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

"Aquis Stock Exchange" or "AQSE"	the market for unlisted securities operated by Aquis Stock Exchange Limited
"AQSE Growth Market"	the Access Segment of the AQSE Growth Market operated by AQSE
"Aquis Stock Exchange Rules" or "AQSE Rules"	the AQSE Growth Market Access Rulebook for Issuers, which sets out the admission requirements and continuing obligations of companies seeking admission to, and whose shares are admitted to trading on, the Access Segment of the AQSE Growth Market
"Business Day"	a day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks are generally open for the transaction of normal banking business in London
"Controlling Shareholder"	the Concert Party
"Concert Party"	Concert Party as agreed by the Panel and consisting of the following members: Paul Mathieson, Sameer Prasad and L Prasad Pty Ltd
"Company" or "Amazing AI plc"	Amazing AI plc, a company registered in England and Wales with company number 14890706 and having its registered office at c/o Arch Law, Floor 2, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
"Companies Act"	the Companies Act 2006 (as amended from time to time)
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as also defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI2001/3755) (as amended from time to time), and any applicable rules thereunder
"Directors" or "Board"	the directors of the Company, whose names are set out in Part I of the Document
"DTRs" or "Disclosure Guidance and Transparency Rules"	the disclosure rules and transparency rules made by the FCA pursuant to section 73A of FSMA
"Document"	the shareholder circular dated 4 December, and referenced in this announcement, containing information regarding the Withdrawal and the General Meeting
"Euroclear"	Euroclear UK & International Limited
"FCA"	the Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000 (as amended from time to time)
"General Meeting"	the general meeting of the Company convened for 4.30 p.m. on 30 December 2025 and any adjournment thereof
"Group"	refers to the Company, Amazing AI plc and its subsidiaries: •Amazing AI Services Ltd •MRAL US Corporation
"Independent Shareholders"	those shareholders not included in the Concert Party. Only Independent Shareholders are eligible to vote on Resolution 2
"Notice of General Meeting" or "Notice"	the notice of the General Meeting which is set out in the Document
"Ordinary Shares"	the ordinary shares in the capital of the Company of £0.005 each and "Ordinary Share" means any one of them
"Panel"	the Panel on Takeovers and Mergers
"Registrars"	Neville's Registrars Limited
"Resolutions"	the resolutions to be proposed at the General Meeting in the form set out in the Document
"Shareholders"	holders of Ordinary Shares from time to time and "Shareholder" means any one of them
"Takeover Code" or the "Code"	the City Code on Takeovers and Mergers issued by the Panel
"UK MAR" or "The UK Market Abuse Regulation"	Regulation (EU) (No 596/2014) of the European Parliament and of the Council of 16 April 2014 on market abuse to the extent that it forms part of the domestic law of the United Kingdom including by virtue of the European Union (Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal agreement) Act 2020)
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"Withdrawal"	the withdrawal from trading on AQSE in accordance with Rule 5.3 of the AQSE Rules, subject to passing of the Withdrawal Resolution
"Withdrawal Resolutions"	Resolutions 1 and 2 to be proposed at the General Meeting

 

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