Interim Results

Potentially AI PLC

30 September 2026

 

30 September 2026

Potentially AI PLC

("Potentially" or the "Company")

Interim Results

Non-Executive Chairman's Statement

The period since the publication of the Company's previous financial results on 17 June 2026 has been one of significant change and progress for the Company. During this period, the Company completed the acquisition of Potentially Limited by way of a reverse takeover and was re-admitted to trading on AIM on 13 July 2026. Alongside the transaction, the Company raised £4.9 million, leaving it well capitalised to pursue its new strategy with available funds of £5.9m. Since the reverse takeover completed after the end of the half year, the financial statements do not reflect the re-capitalisation of the Company or the acquisition, which will be shown in our next full year results.

Following the acquisition, the Company is now focused on  the development of Potentially's aggregator infrastructure for the emerging AI economy. Potentially is building a platform designed to provide users with access to a broad range of open-source and frontier AI models through a single infrastructure layer. The Company is actively working towards the launch of its first three products , comprising a consumer app, professional workplace and marketplace.

Since re-admission, the Company has continued to make progress towards the launch of its first products. In August 2026, Potentially opened the early access waitlist for its consumer app, offering the first 10,000 registrants early access and 12 months' free membership. The waitlist subsequently reached 25,000 registrations.

The re-admission also brought a number of changes to the Board. These appointments have brought additional technical, commercial and technology experience to the Board, which is particularly relevant to the development and growth of the Potentially business.

As part of the transition to the new business, the Company disposed of its historical digital assets holdings and does not intend to make further investments in cryptocurrency, removing the exposure it previously had to this sector. As detailed in the admission document, the Board also intends to dispose of other historical and non-core assets, allowing the Company to focus its resources and activities on the Potentially business and its strategy.

The completion of the acquisition, fundraise and re-admission has left the Company in a significantly different position from that reported in its previous financial results. We now have a new business, a strengthened Board and the funding in place to progress our strategy.

The Board would like to thank shareholders for their continued support during this period of change and looks forward to updating them on the progress of Potentially over the coming periods.

B Stockbridge

Non-Executive Chairman

30 September 2026

Enquiries

Grant Thornton UK Advisory & Tax LLP (AIM Nomad) Samantha Harrison / Harrison Clarke / Ciara Donnelly / Elliot Peters	[phone]
Fortified Securities (Broker) Guy Wheatley	[e-mail] [phone]
Bound to Prosper (Corporate PR Advisors) Lydia Hoye / Katie Sogorski	[e-mail] [phone]

About Potentially

Potentially are pioneers in the collective AI space. We are building a unique aggregator infrastructure for the emerging AI economy, allowing users access to over 1,000 of the world's most powerful open-source AI models, along with those from the Frontier Labs. Through Potentially, users can find new ways of solving the same problems, while increasing the value of their token spend and maintaining near-100% control of their data. Founded in London, United Kingdom, Potentially will offer AI sovereignty without the need to develop new frontier models, ensuring that growth stays in the hands of the many, not the few. In H2 2026, Potentially will launch three products; a consumer app, a professional workplace and a marketplace to allow users to develop their product, create bespoke spaces and monetise their creations, ensuring individuals can create their own wealth through the AI economy. https://potentially.ai/

Condensed Consolidated Interim Financial Statements

For the six months ended 30 June 2026

Condensed Consolidated Statement of Comprehensive Income

	Note	Unaudited Six months ended 30 June 2026 £	Unaudited Six months ended 30 June 2025 £	Audited Year ended 31 December 2025 £
Revenue		-	-
Other income		-	-
Fair valuation movement in digital assets and tokens		-	38,106
Fair valuation movement in investments		(152,639)	295,051
Loss on disposal of digital assets and tokens		(268,156)	-
Profit on disposal of subnets		124,260	-
		(296,535)	333,157
Share based payment		(60,031)	(123,265)
Impairment of goodwill		-	-
Administrative expenses		(705,253)	(617,711)
Operating loss		(1,061,819)	(407,819)
Finance income		167	18,334
Loss before taxation		(1,061,652)	(389,485)
Taxation		-	-
Loss after taxation and total comprehensive loss for the period		(1,061,652)	(389,485)
Loss per ordinary share *:
Basic loss per share (pence)	3	(1.43)	(0.92)
Diluted loss per share (pence)	3	(1.43)	(0.92)

* The 30 June 2025 and 31 December 2025 basic and diluted loss per share figures have been restated. Refer to note 3.

Condensed Consolidated Statement of Financial Position

	Note	Unaudited 30 June 2026 £	Audited 31 December 2025 £
Non-Current Assets
Intangible assets - digital assets	4	-	452,793
Intangible assets - goodwill	5	-	324,999
Investments	6	260,524	994,911
Total non-current assets		260,524	1,772,703
Current Assets
Convertible loan note	7	500,000	-
Trade and other receivables		44,312	31,159
Cash and cash equivalents		1,474,203	1,302,341
Total current assets		2,018,515	1,333,500
Total assets		2,279,039	3,106,203
Shareholders' equity
Share capital	8	6,104,927	5,691,595
Share premium		2,709,996	1,730,107
Share based payments reserve	9	170,031	123,265
Retained earnings		(8,026,290)	(5,630,121)
Capital redemption reserve		1,100,000	1,100,000
Total shareholders' equity		2,058,664	3,014,846
Current Liabilities
Trade and other payables		220,375	91,357
Total current liabilities		220,375	91,357
Total liabilities		220,375	91,357
Total equity and liabilities		2,279,039	3,106,203

Condensed Consolidated Statement of Changes in Equity

	Share capital	Share premium	Share-based payments reserve	Retained earnings	Capital redemption reserve	Total
	£	£	£	£	£	£
Unaudited
Six months ended 30 June 2026
At 1 January 2026	5,691,595	1,712,109	110,000	(6,964,639)	1,100,000	1,649,065
Correction of shares never issued *	(1)	-	-	1	-	-
Loss for the period and total comprehensive loss	-	-	-	(1,061,652)	-	(1,061,652)
Shares issued in the period	413,333	1,136,667	-	-	-	1,550,000
Share issue costs	-	(138,780)	-	-	-	(138,780)
Share based payment	-	-	60,031	-	-	60,031
At 30 June 2026	6,104,927	2,709,996	170,031	(8,026,290)	1,100,000	2,058,664
Unaudited
Six months ended 30 June 2025
At 1 January 2025	1,825,116	2,078,107	-	(5,240,636)	1,100,000	(237,413)
Loss for the period and total comprehensive loss	-	-	-	(389,485)	-	(389,485)
Shares issued in the period	3,866,479	-	-	-	-	3,866,479
Share issue costs	-	(348,000)	-	-	-	(348,000)
Share based payment	-	-	123,265	-	-	123,265
At 30 June 2025	5,691,595	1,730,107	123,265	(5,630,121)	1,100,000	3,014,846
Audited
Year ended 31 December 2025
At 1 January 2025	1,825,116	2,078,107	-	(5,240,636)	1,100,000	(237,413)
Loss for the year and total comprehensive loss	-	-	-	(1,724,003)	-	(1,724,003)
Shares issued in the year	3,866,479	-	-	-	-	3,866,479
Share issue costs	-	(365,998)	-	-	-	(365,998)
Share based payment	-	-	110,000	-	-	110,000
At 31 December 2025	5,691,595	1,712,109	110,000	(6,964,639)	1,100,000	1,649,065

* The number of ordinary shares reported at 31 December 2025 has been corrected. Refer to note 8.

Condensed Consolidated Statement of Cash Flows

	Unaudited Six months ended 30 June 2026 £	Unaudited Six months ended 30 June 2025 £
Operating activities
Loss for the period	(1,061,652)	(389,485)
Adjustments:
Fair valuation movement in investments	152,639	(295,051)
Fair valuation movement in digital assets and tokens	-	(38,106)
Loss on disposal of digital assets and tokens	268,156	-
Profit on disposal of subnets	(124,260)	-
Share based payment	60,031	123,265
Finance income	(167)	(18,334)
Other income received as digital assets and tokens	-	-
Other digital asset movements	-	-
Working capital adjustments:
Increase in trade and other receivables ¹	(28,050)	(26,052)
Increase/(decrease) in trade and other payables ¹	90,144	(181,781)
Net cash used in operating activities	(643,159)	(825,544)
Investing activities
Purchase of investments	-	(502,156)
Purchase of digital assets and tokens ²	-	(400,000)
Disposal of investments	174,677	-
Disposal of digital assets and tokens	279,304	-
Investment in convertible loan note	(500,000)	-
Interest received	167	6,584
Net cash used in investing activities	(45,852)	(895,572)
Financing activities
Proceeds from issue of shares	1,411,220	3,000,000
Net cash from financing activities	1,411,220	3,000,000
Net increase in cash and cash equivalents	722,209	1,278,884
Cash and cash equivalents at start of financial period	751,994	23,457
Cash and cash equivalents at end of financial period	1,474,203	1,302,341

¹ Non-cash movements have been excluded.

² Additions to digital assets and tokens of £209,717 during the period arose from non-cash consideration received on disposal of the Group's subnet interests and therefore did not result in a cash flow.

Notes to the Condensed Consolidated Interim Financial Statements

1. Basis of preparation

These condensed consolidated interim financial statements of Potentially AI Plc (formerly Tiger Alpha Plc) ("the Company") have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted in the UK, and the AIM Rules for Companies.

They do not include all the information required for full annual financial statements and should be read in conjunction with the audited financial statements of the Company for the year ended 31 December 2025, which were prepared in accordance with UK-adopted International Accounting Standards.

The interim financial statements comprise the Company and its wholly owned subsidiary, Bixby Technology Inc., together referred to as "the Group". In line with IFRS requirements, consolidated results are presented for the interim period.

The accounting policies applied are consistent with those applied in the audited financial statements for the year ended 31 December 2025. There are no new standards, amendments or interpretations effective for the current period that have had a material impact on the Group's financial position, performance or disclosures in these interim financial statements.

The financial information for the six months ended 30 June 2026 and 30 June 2025 is unaudited. The comparative financial information for the year ended 31 December 2025 has been derived from the audited financial statements for that period. The financial information contained in this interim report does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

2. Critical accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in the audited financial statements for the year ended 31 December 2025.

There have been no significant changes in the critical accounting judgements, estimates and assumptions applied by the Group from those disclosed in the audited financial statements for the year ended 31 December 2025.

3. Loss per ordinary share

The basic and diluted loss per share is calculated by dividing the loss attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period, excluding treasury shares.

Subsequent to the reporting date, the Company completed a 1-for-10 consolidation of its ordinary shares. In accordance with IAS 33 Earnings per Share, the weighted average number of ordinary shares used in calculating basic and diluted earnings per share has been retrospectively adjusted for the share consolidation for all periods presented. Accordingly, the comparative loss per share figures for the six months ended 30 June 2025 and the year ended 31 December 2025 have been restated.

	Unaudited Six months ended 30 June 2026	Audited Year ended 31 December 2025 (restated)
Basic:
Loss for the financial period (£)	(1,061,652)	(389,485)
Weighted average number of shares	74,159,712	42,307,136
Loss per share	(1.43)p	(0.92)p
Fully Diluted:
Loss for the financial period	(1,061,652)	(389,485)
Weighted average number of shares	74,159,712	42,307,136
Loss per share	(1.43)p	(0.92)p

At 30 June 2026, the Company had 853,943,988 ordinary shares in issue, of which 450,000 were held in treasury, resulting in 853,493,988 ordinary shares outstanding. For EPS purposes, the weighted average number of shares for the six months ended 30 June 2026 was 74,159,712 on a post-1-for-10 consolidation basis.

The weighted average number of shares for the six months ended 30 June 2025 and year ended 31 December 2025 has been restated for the 1-for-10 consolidation completed after the reporting date for EPS purposes.

The July 2026 consideration shares and the shares issued in connection with the contemporaneous fundraising are not included in the weighted average number of shares for the six months ended 30 June 2026 because they were issued after the reporting date.

Diluted loss per share equals basic loss per share because the effect of potential ordinary shares, including outstanding options and warrants, would be anti-dilutive given the loss in each period presented.

4. Intangible assets - digital assets and tokens

Unaudited - six months ended 30 June 2026	Digital assets and tokens £	Subnets £	Total £
At start of the period	337,742	85,458	423,200
Additions	209,717	-	209,717
Disposals	(547,459)	(85,458)	(632,917)
Net fair valuation movement	-	-	-
At end of the period	-	-	-
Net book value	-	-	-

Unaudited - six months ended 30 June 2025	Digital assets and tokens £	Subnets £	Total £
At start of the period	-	-	-
Additions	414,687	85,411	500,098
Disposal for investment in subnet	(85,411)	-	(85,411)
Net fair valuation movement	38,106	-	38,106
At end of the period	367,382	85,411	452,793
Net book value	367,382	85,411	452,793

Audited - year ended 31 December 2025	Digital assets and tokens £	Subnets £	Total £
At start of the period	-	-	-
Additions	400,000	85,458	485,458
Yield income	388,836	-	388,836
Other income	65,580	-	65,580
Disposals	(259,188)	-	(259,188)
Disposal for investment in subnet	(85,458)	-	(85,458)
Other movement	(8,013)	-	(8,013)
Yield income owing to Satsuma	2,937	-	2,937
Net fair valuation movement	(166,952)	-	(166,952)
At end of the period	337,742	85,458	423,200
Net book value	337,742	85,458	423,200

During the year, the Group received £65,580 of AROK for incubation services.

During the year there were TAO tokens sold to invest in two Subnets.

This is made up of non-cash transfers between tokens as well as gas fees.

Per agreement with Satsuma Technology PLC, a percentage of yield income from delegating the digital assets is owed to Satsuma.

5. Intangible assets - goodwill

	Six months ended 30 June 2026 £	Year ended 31 December 2025 £
Cost
At start of the period	324,999	-
Arising on the acquisition of Bixby Technology Inc.	-	324,999
At end of the period	324,999	324,999
Accumulated impairment
At start of the period	(324,999)	-
Impairment charge recognised during the period	-	-
At end of the period	(324,999)	-
Net book value at end of the period	-	324,999

6. Investments

	Six months ended 30 June 2026 £	Year ended 31 December 2025 £
At start of the period	587,840	197,704
Additions	-	502,156
Disposals	(174,677)	-
Net fair value (loss)/gain	(152,639)	295,051
At end of the period	260,524	994,911

The country of incorporation and investment class for investments held by the Group at 30 June 2026 are listed below:

	£	Country of incorporation	Investment class
Satsuma Technology PLC	104,500	United Kingdom	Listed
Standard Strategies	54,088	Canada	Listed
BMR-Kendrick Resources PLC	5,521	United Kingdom	Listed
Vatukoula Gold Mines PLC	3,468	United Kingdom	Unlisted
TAO Strategies	92,947	Singapore	Associate
	260,524

The Company's investment in Bixby Technology Inc. was fully impaired in the parent company financial statements at 31 December 2025.

Name and registered address of company	Shareholding	Value of shareholding £	Country of incorporation	Nature of business
Bixby Technology Inc., 2592 Bowker Avenue, Victoria, B.C., Canada	100%	-	Canada	Technology consultancy and incubator company

7. Convertible loan note

During the period, the Company entered into a binding agreement to advance up to £1,000,000 to Potentially Limited by way of a convertible loan note, in up to two tranches of £500,000 each, to support product development and working capital ahead of completion of the proposed acquisition of Potentially Limited.

The first tranche of £500,000 was advanced during April 2026. The second tranche was conditional upon Potentially Limited achieving either 4,000 registered users on its platform or an annualised revenue run rate of £750,000 and had not been advanced at 30 June 2026.

At 30 June 2026, the carrying amount of the convertible loan note was £500,000 and has been presented separately within current assets.

No further amounts were advanced under the convertible loan note prior to completion of the acquisition.

Subsequent to the reporting date, the acquisition of Potentially Limited was approved by shareholders and completed on 13 July 2026 upon admission of the enlarged share capital to trading on AIM. Further details are provided in note 11, Events after the reporting period.

The convertible loan note represents a related party transaction due to Brian Stockbridge's interest in Potentially Limited. Further details are provided in note 10, Related party transactions.

8. Issued share capital

	Allotted, called up and fully paid Six months ended 30 June 2026 Number
Ordinary shares of £0.001 each	853,943,988
Ordinary shares of £0.01 each	-
Deferred shares of £0.009 each	583,442,594
Total share capital

Movement in ordinary share capital

	Number of ordinary shares	Nominal value per share	£
At 1 January 2026 (as previously reported)	440,610,771	£0.01	4,406,108
Correction of shares never issued	(116)	-	(1)
Corrected shares in issue	440,610,655	£0.01	4,406,107
Effect of share subdivision on 17 February 2026	-	-	(3,965,496)
Ordinary shares following subdivision	440,610,655	£0.001	440,611
Shares issued on 19 February 2026	413,333,333	£0.001	413,333
At 30 June 2026	853,943,988	£0.001	853,944

During February 2026, each existing ordinary share of £0.01 was subdivided into one ordinary share of £0.001 and one deferred share of £0.009. The subdivision did not change the aggregate nominal value attributable to the shares concerned, but reclassified part of the Company's ordinary share capital as deferred share capital.

Also during February 2026, the Company issued 413,333,333 new ordinary shares of £0.001 each at 0.375 pence per share, raising gross proceeds of approximately £1.55 million. Following the issue, the Company's issued ordinary share capital comprised 853,943,988 ordinary shares.

Movement in deferred share capital

	Number of deferred shares	Nominal value per share	£
At 1 January 2026	142,831,939	£0.009	1,285,487
Deferred shares arising on subdivision	440,610,655	£0.009	3,965,496
At 30 June 2026	583,442,594	£0.009	5,250,983

The deferred shares do not carry voting rights and have only limited rights to participate in distributions and returns of capital, as set out in the Company's articles of association.

Comparative share-count correction

The number of ordinary shares reported at 31 December 2025 has been corrected from 440,610,771 to 440,610,655.

The difference of 116 ordinary shares arose because 116 shares were erroneously included in the application for admission to trading announced on 28 July 2025 following the 1-for-10 share consolidation. As a result of rounding on the consolidation, those shares were not in fact issued. The Company subsequently announced the cancellation from trading of those 116 shares and confirmed that this did not alter the Company's then-current issued share capital.

The correction reduces the legal nominal share capital at 31 December 2025 by approximately £1.16 compared with the amount previously reported and is immaterial to the Group's financial position and results. Accordingly, the comparative share-count information has been corrected in these interim financial statements, while the comparative monetary share-capital amount has not been restated.

Treasury shares

At 30 June 2026, 450,000 ordinary shares of £0.001 each were held by the Company in treasury (30 June 2025: 4,500,000 ordinary shares of £0.001 each; 31 December 2025: 450,000 ordinary shares of £0.01 each). Treasury shares carry no voting rights and are excluded from the calculation of earnings per share.

9. Share based payments

The Group recognised a share-based payment expense of £60,031 for the six months ended 30 June 2026 (six months ended 30 June 2025: £123,265; year ended 31 December 2025: £110,000). The current-period charge relates to the continued recognition, over the applicable vesting periods, of equity-settled share options granted during 2025.

The cumulative share-based payment reserve at 30 June 2026 was £170,031 (30 June 2025: £123,265; 31 December 2025: £110,000), comprising the opening reserve and the current-period charge.

10. Related party transactions

The Directors are considered to be the key management personnel of the Group. Aggregate short-term remuneration of the Directors for the six months ended 30 June 2026 was £133,667 (30 June 2025: £103,984; 31 December 2025: £179,984).

The Group made payments to the following companies controlled by the Directors in relation to their directors' fees:

	Six months ended 30 June 2026 £	Year ended 31 December 2025 £
Toro Consulting Limited - J Bixby	61,667	49,998
Dark Peak Services Ltd - NJ Lyth	15,000	10,000
Sentry One - B Stockbridge	27,000	-
	103,667	59,998

The following amounts due to Directors in relation to their directors' fees remained outstanding:

	Six months ended 30 June 2026 £	Year ended 31 December 2025 £
Toro Consulting Limited - J Bixby	20,000	8,333
Dark Peak Services Ltd - NJ Lyth	3,000	3,000
Sentry One - B Stockbridge	4,500	-
	27,500	11,333

During the period, the Group reimbursed £22,833 of travel and related expenses incurred by Jonathan Bixby through Toro Consulting Limited, a company controlled by him (30 June 2025: £nil; December 2025: £nil).

During the period, the Company advanced £500,000 to Potentially Limited under a convertible loan agreement. Potentially Limited was a related party by virtue of Brian Stockbridge's interest in that company. Further details are provided in note 7, Convertible loan note.

11. Events after the reporting period

On 10 July 2026, shareholders approved the acquisition of the entire issued share capital of Potentially Limited, together with the associated share consolidation, fundraising and related resolutions. The acquisition constituted a reverse takeover under the AIM Rules for Companies.

The acquisition completed on 13 July 2026 upon the re-admission of the enlarged share capital to trading on AIM. On completion, the Company changed its name from Tiger Alpha Plc to Potentially AI Plc.

On re-admission, the Company ceased to be an AIM Rule 8 investing company and was re-admitted to AIM as a trading company. The Board also stated its intention to dispose of the Group's remaining investment portfolio in an orderly manner.

As part of the transaction:

·    the Company's existing ordinary shares were consolidated on a 1-for-10 basis;

·    200,000,000 new ordinary shares were issued as consideration for the acquisition of Potentially Limited;

·    95,000,000 new ordinary shares were issued pursuant to a placing and subscription, raising gross proceeds of £4.75 million;

·    2,339,260 new ordinary shares were issued pursuant to the WRAP Retail Offer, raising gross proceeds of £116,963; and

·    following Admission, the Company had 382,733,658 ordinary shares in issue, of which 45,000 were held in treasury.

On completion of the acquisition, Sukhveer Sanghera, Oliver Yonchev, Lord Dominic Johnson and Jonathan ("JC") Oliver were appointed to the Board and Jonathan Bixby, Alex Borrelli and Nicholas Lyth resigned.

Conditional upon Admission, Lord Dominic Johnson and JC Oliver were granted warrants over 6,049,592 and 4,033,061 new ordinary shares respectively at an exercise price of 5 pence per share.

In addition, on Admission Fortified Securities was granted warrants over 7,000,000 new ordinary shares and Kyriacos Pittalis was granted warrants over 400,000 new ordinary shares, in each case at an exercise price of 5 pence per share.

The acquisition, share consolidation and associated equity issuances occurred after 30 June 2026 and have therefore been treated as non-adjusting events after the reporting period. Accordingly, no amounts relating to the acquisition consideration or fundraising have been recognised in the statement of financial position as at 30 June 2026.

 

END