Schedule One Update - Sundae Bar Plc

AIM

29 May 2025

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Sundae Bar Plc (the "Company" or "Sundae Bar")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered Office Address: Salisbury House, London Wall London EC2M 5PS United Kingdom

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://corporate.sundaebar.ai/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Sundae Bar Plc, formerly Kondor AI Plc, is a technology company mainly operating in the United Kingdom. The Company's objective is to create a unified marketplace for businesses and AI agents that will address the growing demand for scalable, accessible AI solutions while simplifying the end-to-end process of bringing AI agents to market. AI agents have emerged as one of the transformative segments in the AI market growth and refer to a software system or program capable of autonomously performing tasks on behalf of a user or another system by designing its workflow and utilising available tools. The Directors current focus is on building a dynamic platform that serves as a two-sided marketplace for AI agents, enabling AI developers to market, manage, and sell their agents, while providing businesses and individuals a trusted place to search, discover, test and hire AI agents. The sundae_bar platform that the Company is developing will provide essential tools for creating, customising, scaling and monetizing AI agents, in order to offer a full-service solution for AI creators similar to how e-commerce platforms empowers e-commerce entrepreneurs. To enable faster development of the platform, the Company has recently acquired Ora Technology Plc ("Ora") with an existing and ready to deploy infrastructure to support secure transactions, compliance and AI agents management. The Company anticipates launching its sundae_bar platform following Admission.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary Shares of 0.1 pence each ("Ordinary Shares") for which Admission will be sought at an issue price of 8 pence (the "Placing Price"): A total of 411,730,039 Ordinary Shares comprising: -     386,730,039 Ordinary Shares; and -     25,000,000 Placing Shares. Ordinary Shares are and will remain freely transferable and have no restrictions as to transfer placed on them No Shares are or will be held in treasury. Note: The Company's offer for Ora is wholly unconditional and the Company announced on 28 March 2025, that it had begun the implementation of the compulsory acquisition procedure pursuant to Chapter 3 of Part 28 of the Companies Act to acquire the remaining Ora Shares in respect of which the Offer had not been accepted. Accordingly, the number of shares in issue on Admission takes into account the full number of shares which are issuable on the acquisition of a 100% of Ora.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £2 million Anticipated market capitalisation on Admission approx. £33 million at the Placing Price

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

62.89 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The Company's securities are currently admitted to the Access Segment of the Aquis Stock Exchange Growth Market ("Aquis") where trading remains suspended. Concurrently with the Admission, the Aquis listing will be cancelled.

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors on Admission: Jonathan Franklin Bixby, Non-Executive Chairman Jill Barbara Kenney, Chief Executive Officer Benjamin (Ben) Laurence Walter Sampson, Chief Financial Officer Luke Sebastian Cairns, Independent Non-Executive Director James Frederick Alexander Shepherd, Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

As at the date of the Document On Admission Name of Shareholder Number of Ordinary Shares % of Ordinary Share Capital before Placing Number of Ordinary Shares % of the Enlarged Ordinary Share Capital Toro Consulting Ltd* 60,817,600 15.73% 60,817,600 14.77% Marallo Holdings Inc** 57,118,400 14.77% 57,118,400 13.87% Fidelio Partners Pte Ltd 31,817,600 8.23% 31,817,600 7.73% Crowdform Ltd*** 26,304,668 6.80% 26,304,668 6.39% First Sentinel Corporate Finance Ltd**** 17,802,400 4.60% 17,802,400 4.32% California Two Pizza Ventures Inc 13,817,600 3.57% 13,817,600 3.36% Alpha Capital Group Limited 11,908,800 3.08% 11,908,800 2.89% *The shares of Toro Consulting Ltd are held by Jonathan Bixby, the Chairman of the Company **Marallo Holdings Inc is controlled by Michael Edwards ***Crowdform is a subsidiary of Pioneer Media Holdings Inc, CBOE Canada (previously NEO Exchange) quoted, a company of which Michael Edwards holds less than 5% of shares. Michael Edwards and Jonathan Bixby are business associates. 5,434,889 of these shares are held by Clear Capital Markets Limited. ****Brian Stockbridge, FSCF - The Bank of New York (Nominees) Limited. Brian Stockbridge and FSCF - The Bank of New York (Nominees) Limited being connected

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         30 September (ii)        For the Company 30 September 2024 (audited annual report), for Ora 31 January 2025 (unaudited interim results) (iii)       30 June 2025 (unaudited half year report for the period ended 31 March 2025)       31 March 2026 (audited annual report for the year ended 30 September 2025) and 30 June 2026 (unaudited half year report for the period ended 31 March 2026)

EXPECTED ADMISSION DATE:

3 June 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited Building 3, 566 Chiswick High Road London W4 5YA United Kingdom

NAME AND ADDRESS OF BROKER:

Clear Capital Markets Limited 6th Floor, Wilson's Corner 23-25 Wilson Street London EC2M 2DD United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The AIM Admission Document, which will contain full details of the applicant and admission of its securities, will be available: http://corporate.sundaebar.ai/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Code (2023)

DATE OF NOTIFICATION:

29 May 2025

NEW/ UPDATE:

UPDATE

 

END