This is Money

Final Results

Market data

Final Results

Select a section

Latest regulatory news
More news on I(X) Net Zero NPV

Published: 13/06/2023, 07:00

RNS Number : 5283C

i(x) Net Zero PLC

13 June 2023

i(x) Net Zero PLC

("i(x) Net Zero" or the "Company")

Final Results for the Year Ended 31 December 2022

i(x) Net Zero PLC (AIM: IX.), the investing company which focuses on the Energy Transition, is pleased to announce the audited final results for the year ended 31 December 2022 ("FY 2022"). All amounts are in USD unless otherwise stated.

Financial and Investment Highlights

· Fair value of investments in i(x)'s portfolio companies ("Portfolio NAV") as at 31 December 2022 increased by 5.10% to $63.84 million (31 December 2021: $60.74 million);

· Portfolio NAV per share, including cash of $7.48 million (£6.19 million), as at 31 December 2022 of $0.90 per share (£0.75 per share) (31 December 2021: $0.80 per share (£0.59 per share);

· Loss of $5.08 million from continuing operations before non-cash deferred tax provision and share-based compensation¹ (2021: Profit $35.98 million);

· As at 31 December 2022, the Company had no borrowings and cash of $7.48 million (31 December 2021: no borrowings and cash of $2.13 million); and

· In 2022, i(x) made portfolio investments of $1.60 million (2021: $4.37 million).

Corporate and Portfolio Highlights

· In February 2022, the Company raised gross proceeds of $14.48 million (c.£10.68 million) through the placing of 14,056,811 ordinary shares and its enlarged issued share capital was admitted to trading on AIM;

· In September 2022, WasteFuel announced the launch of its Methanol Module, a new technology that will significantly accelerate the use of organic waste to produce green methanol;

· In November 2022, WasteFuel embarked upon a partnership with Averda Holdings International Ltd ("Averda"), a leading end-to-end waste management company, to develop the first commercial scale municipal waste-to-renewable biomethanol plant in the Middle East.;

· i(x) agreed to make a $1.5 million accretive follow-on investment in Enphys Management Company to further enable Enphys to meet its goal of becoming the regional sustainable energy champion in Latin America. The investment comprised an initial payment of $0.5 million made in H1 2022, and 10 monthly payments of $0.1 million each, which commenced in July 2022. The value of the Company's total holding in Enphys has increased by $4.6 million during the year.

· Context Labs announced a partnership with Williams (NYSE: WMB), a Fortune 500 American energy company with operations across the natural gas value chain for large-scale enterprise-wide deployment of its Decarbonization as a Service™ ("DaaS^TM") platform;

· Carbon Engineering's strategic partner, Occidental (NYSE: OXY) and its subsidiary 1PointFive announced it plans to begin detailed engineering and early site construction for its first large-scale Direct Air Capture (DAC) plant in Ector County, Texas. Also, Carbon Engineering has signed an agreement with its US development partner, 1PointFive, to begin planning and engineering for DAC facilities at a second site in the U.S., in Kleburg County, Texas. This site is expected to provide access for the potential construction of multiple DAC facilities that would be capable of collectively removing up to 30 million tonnes of carbon dioxide from the atmosphere annually for dedicated sequestration, creating one of the largest DAC projects in the world;

· In November 2022, Carbon Engineering announced that it has received millions of dollars in equity investments from Airbus and Air Canada to further the development of its DAC technology;

· SLI's 15 storey apartment building at 303 Battery in Seattle, the world's first net zero energy high-rise apartment building, completed the placement of the top floor panels which is expected to be completed before year-end, in line with SLI's targeted 13-15 month construction cycle from the pouring of the foundation;

· MultiGreen Properties was awarded Certified B Corporation™ status in recognition of its meeting the highest standards of verified social and environmental performance; and

· i(x) Net Zero was awarded the LSE Green Economy Mark, in recognition of the role it plays in helping decarbonise industries in their transition to their net zero goals.

¹ Loss of $5.08 million from continuing operations before non-cash deferred tax provision and share-based compensation is derived as operating loss before financing activities of $6.83 million excluding share-based compensation expense of $1.75 million

Events Subsequent to subsequent to FY2022

The following are key developments subsequent to 2022 year end:

- In January 2023, the Company announced the appointment of Pär Lindström, the Company's Chief Investment Officer, as its Chief Executive Officer, replacing Steve Oyer, who stepped down from the Board, with immediate effect. Pär will continue in his role as Chief Investment Officer of the Company;

- In March 2023, the Company announced that its investee company, Sustainable Living Innovations, Inc. ("SLI"), entered into a non-binding Letter of Intent in relation to a proposed business combination with NYSE listed Churchill Capital Corp V ("Churchill V"). i(x) Net Zero has an indirect 0.1% interest in SLI which is held though MultiGreen SLI Partners, LP and, as of 31 December 2022, i(x) Net Zero carried its investment in SLI at an NAV of $0.74 million;

- In April 2023, the Company announced the appointment of Jonathan Carpenter Stearns as CFO and Executive Director of the Company. Mr. Stearns brings over 40 years of C-suite level experience as CFO, CEO and CIO in the operating management of emerging growth companies. In addition, Mr. Stearns has significant experience in portfolio management, complex financial structuring and strategic consulting with both public and private companies located in the US and Europe. Previously Mr. Stearns was a Managing Director with AIG in its private capital group and started his career at JP Morgan.

- In April 2023, following a period of strategic and operational review, the Board of Directors set ambitious NAV targets for the executive management team, in order to drive growth in the business and diversify the Company's portfolio of investments. The Company is accelerating its pursuit of this strategy with a more streamlined approach to operations. The Directors have introduced a near term target of reducing operating expenditure to 2% of NAV, down more than 50% from the 2022 operating expenditure.

- In April 2023, the Company announced that its wholly owned subsidiary, i(x) investments LLC entered into a new secured $7.5 million 2 year term loan facility with European Depositary Bank S.A. ("EDB") ("Loan"). The Loan, once drawn, bears interest at 10.5% coupon (subject to periodic change in line with EDB's USD Base rate) and which is payable quarterly. The Loan can be utilised for the purposes of the financing of investments and general working capital purposes. The Loan is guaranteed by the Company.

- In April 2023, the Company issued a total of 6,324,545 options to subscribe for new Ordinary Shares in the Company ("Options") under the 2022 i(x) Net Zero Plc Equity Incentive Plan (the "EIP"). The Options all have an exercise price of 20p, being a 142.4 per cent premium to the previous day's closing share price on AIM of 8.25p at the time of the grant.

- Following issuance of 6,820,618 new ordinary shares in respect to 2022 bonus shares and CEO bonus shares to Mr Lindström, CEO, in April 2023, the Company has 85,877,429 Ordinary Shares in issue. Mr. Lindstrom may not sell, transfer, or otherwise transact in these shares until such time as the risk of forfeiture with respect to the bonus shares has lapsed. This forfeiture risk will expire if and when the Company's Net Asset value reaches and exceeds $120 million within the 24 month period following their issue.

- MultiGreen continues to build on positive recent developments in developing its project in Henderson, NV. However, increased costs, restricted access to capital and deteriorating local markets provide a challenged environment for all of MultiGreen's projects. Consequently, the value of our investment in MultiGreen was reduced by $2.55 million as of year end 2022. We will continue to monitor this investment closely as it weathers these turbulent real estate markets.

For further information visit https://ixnetzero.com/ or contact:

i(x) Net Zero	Via Buchanan below
Pär Lindström - Chief Executive Officer

Canaccord Genuity Limited Nominated Adviser & Broker	+44 20 7523 8000
Max Hartley
Harry Pardoe

Buchanan
Helen Tarbet	+44 7872 604 453
Simon Compton	+44 7979 497 324

Notes to Editors

About i(x) Net Zero PLC

i(x) Net Zero PLC is an AIM quoted investing company that seeks to provides its shareholders with the opportunity to create long-term capital growth with positive, scalable, measurable and sustainable impact on the environment and on the communities it serves.

In accordance with its belief that the world's biggest problems are also the biggest market opportunities, i(x) Net Zero focuses on two critical areas in which it aims to make a positive impact: (i) Energy Transition and (ii) Sustainability in the Built Environment.

The Company uses a multi-strategy investment approach, providing the companies in which it invests with the expertise and catalytic capital to help them grow. To date, i(x) Net Zero has invested in biofuels, direct air capture (carbon removal), renewable energy, sustainable workforce housing and net zero construction technology.

i(x) Net Zero is a signatory to the UN Principles for Responsible Investing.

The Company has received the London Stock Exchange's Green Economy Mark.

Chairman's Statement

The last twelve months have been challenging for the company. Market conditions have not favoured small growth companies like i(x) and the stock has suffered from low levels of liquidity. The Board assumes that access to capital will continue to be a challenge over the next 12-24 months. However we remain convinced that the growing momentum of the global transition to net zero presents an extraordinary opportunity to both create shareholder value and deliver positive impact.

We have taken decisive action to change the leadership team and put the company on a more sustainable path in relation to its cost base. Specifically, the Directors have introduced a near term target of reducing operating expenditure to 2% of NAV, down more than 50% from the 2022 operating expenditure.

The executive team has been successful in improving the liquidity position of the company through a new line of credit and is now actively looking at opportunities to optimise the current portfolio and make new investments to support the energy transition

During the year, the fair value of investments in i(x)'s portfolio companies increased by 5.10% to $63.84 million with Portfolio NAV per share, including cash of $7.48 million (£6.19 million), as at 31 December 2022 of $0.90 per share (£0.75 per share).

I would like to thank my follow board members and the executive team, past and present, for their commitment to increasing NAV and shareholder value in very difficult circumstances .

Nick Hurd

Chairman

12 June 2023

Chief Executive's Statement

Success for i(x) is defined as generating superior risk adjusted financial returns while enhancing access and scale to businesses working on net zero strategies. This is being achieved via investing in a portfolio that provides access to the long-term secular trend of capital flowing towards sustainable finance and ESG-related investing.

It has been a challenging year - with volatile external markets resulting in a scarcity of capital and reduction in valuations. However, it is a year that we feel we have navigated well. We have refocused and enhanced the management team and re-sized our cost base to better match current market conditions and opportunities. While there will be challenges in such a dynamic market, especially for smaller, growth stage companies such as ourselves, there are also opportunities given more rational levels of valuations for both listed and unlisted targets and expected timing of technology development. With a robust deal flow and continued high growth in our target markets, we are confident that capital, both from our balance sheet and external sources, will be available to fund selective investments. Consistent with past successes, the Group will seek out investment targets with the following characteristics:

o Companies with proven business models that are ready to scale yet find it challenging to access capital including listed and unlisted growth companies in our target markets with depressed equity valuations;

o Companies that have technologies that are proven at scale and profitability in certain developed markets but require capital and expertise to expand into other markets like the US or Western Europe;

o Companies that are operating in our core markets and achieving scalable, positive ESG impact with near term paths to revenue and operating cash flow and long-term profitability profiles.

The global policy-making environment favours and supports our approach. In August 2022, the US Congress passed the "Inflation Reduction Act of 2022," which includes key legislation aimed at tackling climate change. This historic and significant piece of legislation allocates approximately $369 billion to reducing greenhouse gas emissions and incentivises expanded production and use of domestic clean energy.

The sustainable fuel, renewable power, battery development and carbon capture industries are expected to benefit from these tax credits and associated incentives, which the Company expects will lead to further increased demand for the products and services provided by the Company's portfolio companies, and to act as a powerful driver of their further growth.

Elsewhere in the world, governments continue to enact legislation and offer incentives for companies and industries to reduce their carbon emissions. The transition to net zero is widely seen as a key part of the innovative technology and processes that i(x)'s portfolio companies provide.

Having reduced our operational expenditure, strengthened our team, and enhanced our financial liquidity by adding a new line of credit, we believe we have put in place the necessary building blocks to execute a focused acquisition strategy on growth capital for proven business models and technology with the aim of building our NAV and creating stronger momentum as we progress in 2023 and beyond.

Operational Review

I am pleased to report that after a challenging twelve months during 2022, the new management team has been working to reposition and restructure the business. This has led to a renewed focus on improving net asset value, lowering the cost base and opportunistically obtaining liquidity from its existing investments.

The table below shows the change in the Net Asset Value of the Company's portfolio companies in the year to 31 December 2022.

		$m	$m	$m
Investee Company	Equity interest (31/12/2022)	Audited Portfolio NAV as at (31/12/2022)	Audited Portfolio NAV as at 31/12/2021	Increase/ (Decrease) during 2022
WasteFuel Global, LLC	36.2%	46.91	46.82	0.09
Enphys Management Company, LLC	14.5%	10.34	5.73	4.62
MultiGreen Properties, LLC	10.4%	2.26	4.81	(2.55)
Sustainable Living Innovations	0.1%	0.74	0.50	0.24
Carbon Engineering Ltd	0.5%	2.58	2.38	0.20
Context Labs B.V.	0.5%	0.51	0.50	0.01
Simple Agreement for Future Equity (SAFE) with WasteFuel Global, LLC		0.25	-	0.25
Convertible note of MultiGreen Properties, LLC		0.25	-	0.25
Total		63.84	60.74	3.10

The Board of Directors has set ambitious NAV targets for the executive management team, in order to drive growth in the business and diversify the Company's portfolio of investments, while the Company will accelerate its pursuit of this strategy with a more streamlined and lower cost approach to operations.

Portfolio Review

The following are brief descriptions of each of our investee companies:

WasteFuel Global, LLC ("WasteFuel") is focused on developing renewable, non-fossil fuels to help reduce the carbon emissions of the transportation sector with a particular focus on waste to energy for trucks, planes and ships.

During the period, the launch of WasteFuel Methanol Module was announced, a new technology that will significantly accelerate the use of organic waste to produce green ethanol. The Methanol Module is designed to facilitate the production of up to 100 metric tons per day of fuel grade methanol from a variety of waste sources, including landfill gas and biogas from anaerobic digestion. The Company has filed a provisional patent application for the novel approach and unique configuration.

WasteFuel Marine's business line has embarked upon a commercial-scale bio-methanol partnership with A.P. Moller - Maersk ("Maersk"), the global container logistics company. Maersk intends to buy a minimum of 30,000 tons per year of WasteFuel's green bio-methanol, which is generated from municipal waste, to fulfil the demand of Maersk's 12 new green methanol powered ships starting from the second half of 2025.

In November 2022, WasteFuel embarked upon a partnership with Averda Holdings International Ltd ("Averda"), a leading end-to-end waste management company, to develop the first commercial scale municipal waste-to-renewable biomethanol plant in the Middle East. Under the terms of the agreement, which was announced on the first day of the COP27 Climate Conference in Egypt, Averda will collect and provide the plant with waste feedstock which cannot be otherwise re-used and recycled. Utilising WasteFuel technology, the plant will produce renewable biomethanol that is expected to help shipping companies reduce their CO2 emissions and other greenhouse gases by up to 90% compared with conventional fuels. The location of the plant is currently being researched, and is expected to be in Jebel Ali, United Arab Emirates.

WasteFuel also strengthened its management team with the appointment of Marc Chennault as full time CFO. Marc will work closely with WasteFuel CEO, Trevor Neilson, to drive forward the company's growth and to take full advantage of the significant demand for its sustainable fuel products and services.

Enphys Management Company, LLC ("EMC") is i(x) Net Zero's partnership with the Latin America Investment Group, a business development and investment group. EMC pursues private and public opportunities focused on renewables and energy transition in Latin America and has a direct ownership in Enphys Acquisition Sponsor, LLC ("EAS"), the sponsor company of Enphys Acquisition Corp. ("EAC"), a NYSE-listed SPAC targeting renewable energy businesses in Latin America, in which EMC also has an ownership. Its strategy is to create a regional champion in the Americas for alternative energy through the aggregation of existing, cash-flow positive wind and solar assets. Latin America provides a rapidly growing energy market where alternative energy production is often the lowest cost source. This provides Enphys the opportunity to execute at scale and become a significant publicly traded leader in energy transition.

i(x) Net Zero invested an additional $1.5 million (including $0.5 million paid in H1 2022 and 10 monthly payments of $0.1 million each commencing in July 2022 and finishing in April 2023) in cash in Enphys to enable the company to actively pursue merger opportunities as announced at its listing. In conjunction with this investment, the Company renegotiated the terms of its existing equity interest in Enphys, converting its shares into participating preferential shares, which carry rights over other Enphys share classes. Together, the $1.5 million investment and the renegotiated terms of the existing equity interest, increased the value of the Company's investment in Enphys by $4.6 million. Enphys continues to focus on finding a merger opportunity in 2023 creating a large renewables energy group that will be a regional champion for sustainability in the Americas.

MultiGreen Properties, LLC ("MultiGreen") is a developer of sustainable, multi-family properties that aims to supply affordable workforce rental housing by reducing construction costs and duration. MultiGreen intends to become the first net zero energy operator of multi-family projects in the US by 2025. The company is delivering on its mission to provide attainable, tech-enabled rental apartments in supply-constrained US markets.

While it is executing on its pipeline of developments at scale with 1,106 units currently under construction, the challenges in the regional banking market in the US and continued uncertainty around local economies has meant that ViaVerde, its multi-phase development in Albuquerque, New Mexico has faced some delays in Phase I leasing, which now due to commence in June 2023. MultiGreen continues to build on positive recent developments in developing its project in Henderson, NV. However, increased costs, restricted access to capital and deteriorating local markets provide a challenged environment for all of MultiGreen's projects. Consequently, the value of our investment in MultiGreen reduced to $2.26 million as of year end 2022. We will continue to monitor this investment closely as it weathers these turbulent real estate markets.

Sustainable Living Innovations ("SLI") is a construction technology and product development company producing panelised buildings to address housing affordability, while delivering a new standard in sustainable living. SLI continues to capture market share as a leader in delivering net zero buildings at scale. Its factory-assembled and cost-effective steel panel technology addresses both the inflationary pressure on material costs and supply chain issues.

SLI is due to complete its 15-storey apartment complex in Seattle ready for occupancy in 2023. This will be the world's first multi-family tower designed to meet the net zero energy criteria set by the International Living Future Institute's Living Building Challenge.

During the period, SLI broke ground with Downtown Emergency Service Center (DESC), a non-profit housing organization in Seattle, for a 5 storey 124-unit energy-efficient permanent supportive apartment building as a solution for long term homelessness. SLI is also expanding its assembly plant locations on the West Coast of the US and plans eventually to move eastwards to serve additional markets.

In May 2022, i(x) Net Zero participated in SLI's US$53 million accelerated growth round, which will allow the company to expand into other US markets. The company completed its conversion from a limited liability company to a C Corporation, which triggered a 50 per cent. increase in i(x) Net Zero's share ownership in SLI due to the preference rights it acquired when it made its initial investment.

In March 2023, SLI signed a non-binding letter of Intent in relation to a proposed business combination with NYSE listed Churchill Capital Corp V ("Churchill V"). With the signing of this LOI, i(x) is actively considering a follow on investment that would allow SLI to complete the combination and cover the costs associated with its underlying projects development.

Carbon Engineering Ltd. ("Carbon Engineering") has developed a proprietary Direct Air Capture ("DAC") technology that removes carbon dioxide directly from the atmosphere for sequestration and storage. With its DAC and carbon-to-value proposition, it represents the next generation of industrial scale decarbonisation. The company has a clear path to global opportunity and is focused on licensing its technology to industrial partners to build and operate.

The company, through its strategic partner 1PointFive, an initiative with Occidental Petroleum's (NYSE: OXY) Low Carbon Ventures business, anticipates building and operating 70 DAC facilities by 2035, each with an expected capacity of up to 1 million tonnes per year. The partnership announced it plans to begin detailed engineering and early site construction in Q3 2022, for its first large-scale DAC plant in Ector County, Texas. Upon completion and becoming operational in late 2024, the first DAC plant will be the world's largest of its kind, expected to capture up to 500,000 metric tons of carbon dioxide per year with the capability to scale up to 1 million metric tons per year.

Also, Carbon Engineering has signed an agreement with its US development partner, 1PointFive, to begin planning and engineering for DAC facilities at a second site in the U.S., in Kleburg County, Texas. This site is expected to provide access for the potential construction of multiple DAC facilities that would be capable of collectively removing up to 30 million tonnes of carbon dioxide from the atmosphere annually for dedicated sequestration, creating one of the largest DAC projects in the world.

In November 2022, Carbon Engineering announced that it has received millions in equity investments from Airbus and Air Canada to further the development of its DAC technology.

Context Labs B.V. ("Context Labs") is an impact software company whose blockchain technology platform enables the harvesting and processing of data to help businesses track their carbon emissions and their compliance with regulatory frameworks.

Context Labs secured a multi-year partnership with Williams, a Fortune 500 American energy company with operations across the natural gas value chain for large-scale enterprise-wide deployment of its Immutably™-based Decarbonization as a Service™ ("DaaS^TM") platform. The Context Labs solution will target Williams' facilities, along with its upstream and downstream ecosystem partners representing 30 per cent. of the natural gas in the United States, to facilitate Williams' energy transition and affirm its commitment to provide transparency and strong governance regarding its decarbonisation ambitions.

During the period, Context Labs announced the launch of its CLEAR Path™ Platform, which converges advanced machine learning/AI and blockchain technologies to form new empirical data-driven registry capabilities, ensuring that data for environmental attributes and differentiated commodities are transparent, trusted and traceable.

The company also announced the appointment of distinguished American writer on business management practices, Thomas J. Peters, to join the business as an Advisor and member of the Board of Directors.

Financial Review

The Group continued delivering an improvement in the fair value of investments in its portfolio companies ("Portfolio NAV") which increased by 5.10% or, $3.10 million, to $63.84 million as at 31 December 2022 (31 December 2021: $60.74 million).

The annual increase in Portfolio NAV over the period of $3.10 million (2021: $40.80 million) comprises unrealised gains of $1.50 million (2021: $40.80 million) due to the change in fair value of portfolio investments and $1.60 million of additions to investments (2021: $4.10 million). The majority of unrealised gains relates to an increase in fair value of Enphys Management Company, LLC of $3.52 million offset by a decrease in fair value of MultiGreen Properties, LLC of $2.55 million.

Enphys NAV rose as a result of the Company's investment of $1.10 million combined with the renegotiating of its investment terms which increased Company's equity interest in Enphys and increased the Company's NAV by $4.62 million. MultiGreen NAV was reduced due to increased costs, restricted access to capital and deteriorating local markets providing a challenged environment for MultiGreen's projects.

As at 31 December 2022, Portfolio NAV per share, including cash of $7.48 million (£6.19 million), was $0.90 per share (£0.75 per share) (31 December 2021: $0.80 per share (£0.59 per share)).

Loss from continuing operations before non-cash deferred tax provision and share-based compensation was $5.08 million in 2022. (2021: profit $35.98 million) (This $5.08 million loss is derived as operating loss before financing activities of $6.83 million minus share-based compensation of $1.75 million).

During 2022, stock options were granted to management employees under the 2022 Company's Equity Incentive Plan and non-cash share-based compensation of $1.75 million was recognised (2021: nil).

General and administrative expenses increased by $3.42 million to $8.25 million (2021: $4.83 million), largely due to non-cash share based compensation expense, IPO bonus and costs related to running i(x) as a publicly traded company.

As a result of the corporate inversion and resulting IPO transaction, i(x) Net Zero PLC is being treated as a U.S. domestic corporation for all purposes of the U.S. tax code as of the date of the transaction and there will be non-cash deferred tax implications related to the Company's temporary difference in the book and tax basis of its assets, the most material of which is the difference between the tax basis and the fair value of the Company's investments.

For 2022, non-cash deferred tax expense of $11.27 million was recognised in the statement of profit or loss. This deferred tax expense would not have been recognised by i(x) investments LLC, if the IPO transaction did not occur.

Net loss amounted to $18.13 million in 2022 primarily as a result of non-cash deferred tax provision and share-based compensation and an increase in general and administrative expenses (2021: net profit of $35.75 million).

The Company continues to be in a strong financial position and as at 31 December 2022 had no borrowings, cash of $7.48 million (31 December 2021: no borrowings and cash of $2.13 million) and net current assets of $6.68 million (31 December 2021: $2.77 million). In April 2023, the Company announced that its wholly owned subsidiary, i(x) investments LLC entered into a new secured $7.5 million 2 year term loan facility with European Depositary Bank S.A. ("EDB") ("Loan").

The Loan, once drawn, bears interest at 10.5% coupon (subject to periodic change in line with EDB's USD Base rate) and which is payable quarterly. The Loan can be utilised for the purposes of the financing of investments and general working capital purposes. The Loan is guaranteed by the Company.

In February 2022, the Company raised gross proceeds of approximately $14.48 million (£10.68 million) ($12.13 million (c.£9.0 million) net)) through the placing of 14,056,811 ordinary shares at 76 pence per share and its enlarged share capital was admitted to trading on AIM. During the period from the beginning of 2021 and until the listing, i(x) investments, LLC, the Company's predecessor, had capital contributions of approximately $1.64 million.

At the time of the Company's IPO, Lion Point Master, LP ("Lion Point Master") entered into a subscription agreement and subscribed for $6.8 million (approximately £5.0 million) in ordinary shares of the Company at the placing price as part of the fundraising. Lion Point Master was granted a put option and pursuant to the put option, the Company is obliged to repurchase Lion Point Master's holding of 6,672,161 Ordinary Shares at the placing price (£0.76 per share ($1.02 per share)) amounting up to $6.8 million at any time during the three year term following the Company's admission to trading on AIM.

Lion Point has also granted the Company a call option to purchase $6.8 million of common shares of Suniva, Inc, which has one of the largest solar cells manufacturing facilities in North America.

Further details are set out in paragraph 5.6 of Part 1 and paragraphs 18.1(j), (k) and (l) of Part 7 of the Company's Admission document dated 4 February 2022, which is available on the Company's website https://ixnetzero.com/.

Prior to its IPO, the Company undertook a reorganisation in which i(x) Merger LLC, a wholly owned subsidiary of the Group merged with i(x) investments, LLC, with i(x) investments continuing as the surviving entity and as a wholly owned subsidiary of the Company.

Prior to the reorganisation of the Group, i(x) Financial Services, LLC ("i(x) Financial Services"), (a wholly owned subsidiary of i(x) investments), i(x) Securities, LLC (a wholly owned subsidiary of i(x) Financial Services) and certain other assets held by i(x) investments were transferred to i(x) Sustainable Holdings, LLC, an entity owned by the shareholders of the Company. This transaction was reflected as an equity distribution of $1.62 million assets.

Outlook

While the growing global trend towards decarbonisation continues apace with the backing of government legislation and corporate commitments, the Company has grappled with a challenging twelve months. With the necessary changes to lower its expense and more tightly focus its investment strategy to those opportunities in the energy transition and technology enhancements to the built environment behind it, i(x) Net Zero is now well positioned to selectively expand its portfolio of investee companies.

In order to achieve its stated ambition, the Company will look to pursue strategic acquisitions that meet its strict investment criteria. It has already identified a number of exciting opportunities and plans to consider further investment in its existing portfolio. This may include near-term opportunities to participate in capital raises, negotiated add on investments, as well as replicating its success via new platforms in scaling technology and new market penetration.

The Company also remains eager to explore an investment in, or other potential alliance with, a renewables and circular economy platform that has a mission and purpose that is similar to the Company's, namely to build profitable businesses that support the achievement of the UN Sustainable Development Goals.

The Board of Directors have set ambitious NAV and profitability targets for the executive management team, including a near term target of reducing operating expenditure to 2% of NAV and growing NAV by more than 50% over the course of 2023. We believe that these targets, while challenging, should enhance shareholder value over the near and longer term.

Pär Lindström

Chief Executive Officer and Chief Investment Officer

12 June 2023

i(x) Net Zero Plc

Consolidated Statement of Comprehensive Income

For the Years Ended 31 December 2022

(Expressed in U.S. dollars)

	Notes	2022	2021

Dividend and other income	9	$2,645		$561

Net changes in fair value on financial assets
at fair value through profit or loss	10	1,413,805		40,852,816

General and administrative expenses		(8,246,839)		(4,832,105)

OPERATING (LOSS)/PROFIT BEFORE
FINANCING ACTIVITIES		(6,830,389)		36,021,272

Finance cost	11	(27,495)		(43,220)

(LOSS)/PROFIT FROM CONTINUING
OPERATIONS BEFORE TAX		(6,857,884)		35,978,052

Tax provision - deferred tax expense	17	(11,271,318)		-

(LOSS)/PROFIT FROM CONTINUING
OPERATIONS AFTER TAX		(18,129,202)		35,978,052

DISCONTINUED OPERATIONS (b)
(Loss) from discontinued operations	7	-		(226,665)

(LOSS)/PROFIT AFTER TAX		$(18,129,202)		$35,751,387


BASIC AND DILUTED (LOSS)/EARNINGS PER SHARE (c)	5	$(0.23)	$0.45

Notes:

a) There is no other comprehensive income or loss for the years ended 31 December 2022 and 2021.

b) Discontinued operations represent i(x) Financial Services, LLC and its subsidiary, i(x) Securities, LLC. These entities were spun off from i(x) investments, LLC in a reorganization which occurred prior to the merger of i(x) investments, LLC with a subsidiary of i(x) Net Zero, PLC, as described in Note 1 to the financial statements.

c) For 2021, earnings per share was calculated based on the total number of shares issued and outstanding during 2022, as there were no shares issued prior to February 9, 2022.

The accompanying notes are an integral part of these financial statements.

i(x) Net Zero Plc

Consolidated Statement of Financial Position

31 December 2022

(Expressed in US dollars)

	Notes	2022	2021
ASSETS
Current assets
Cash and cash equivalents	2	$7,479,832	$ 2,134,764
Assets held for disposal	7	-	1,216,841
Accounts receivable	2	66,838	40,374
Prepaid expenses and other current assets		135,806	1,549,716
Cash Advances for future investments	2	-	86,165
Total Current Assets		7,682,476	5,027,860

Non-Current assets
Investments at fair value	3	63,840,722	60,740,752
Right-of-use asset	19	349,277	653,426
Furniture and equipment, net of accumulated	2	1,839	15,311
Depreciation
Security deposits		82,942	82,942
Member tax advance		-	11,500
Total Non-Current Assets		64,274,780	61,503,931
Total Assets		$71,957,256	$66,531,791

LIABILITIES
Current liabilities
Accounts payable and accrued expenses		$612,788	$1,872,513
Lease liability	19	364,336	335,946
Security deposit payable		24,601	49,202
Total Current Liabilities		1,001,725	2,257,661

Non-Current liabilities
Deferred tax liability	17	11,271,318	-
Lease liability	19	32,051	396,386
Total Non-Current Liabilities		11,303,369	396,386
Total Liabilities		12,305,094	2,654,047

Shareholders' Equity
Share Capital, no par value (authorised, issued and outstanding - 79,056,811
ordinary shares)		77,671,903	-
Members' capital		-	63,877,744
Retained earnings		(18,019,741)	-
Total Shareholders' Equity		59,652,162	63,877,744
Total Liabilities and Shareholders' Equity		$71,957,256	$66,531,791

The financial statements were authorized for issue by the board of directors on 12 June 2023 and were signed on its behalf by:

________________________________ ______________________________

Par Lindstrom Jonathan Stearns

Chief Executive Officer Chief Financial Officer

Company number - 138730

The accompanying notes are an integral part of these financial statements.

i(x) Net Zero Plc

Consolidated Statement of Changes in Shareholders' Equity

For the Year Ended 31 December 2022

(Expressed in U.S. dollars)

		Members'		Share Capital and		Retained
		Capital		Other Reserves		Earnings		Total

At 1 January 2021	$22,976,372		$-		$-		$22,976,372
Capital contributions	5,149,985		-		-		5,149,985

Net Income for the period (1 January 2021							-
31 December 2021	35,751,387		-		-		35,751,387
At 31 December 2021	$63,877,744		$-		$-		$63,877,744

At 1 January 2022	$63,877,744		$-		$-		$63,877,744
Capital contributions	1,644,981		-		-		1,644,981

Distribution of assets held for disposal to i(x)
Sustainable Holdings, LLC	(1,216,841)		-		-		(1,216,841)

Distribution of cash to i(x)
Sustainable Holdings, LLC	(400,000)		-		-		(400,000)

Net loss for the period (January 1, 2022 - February 8, 2022	(109,461)		-		-		(109,461)
At 9 February 2022	$63,796,423		$-		$-		$63,796,423

Conversion from members' capital to shareholders'
Equity	(63,796,423)		63,796,423		-		-

Subscriptions for i(x) Net Zero shares, net of expenses
(Note 4)	-		12,125,421		-		12,125,421

Net loss for the period (9 February 2022 -
31 December 2022	-		-		(18,019,741)		(18,019,741)

Share option expense	-		1,750,059		-		1,750,059
At 31 December 2022	$-		$77,671,903		$(18,019,741)		$59,652,162

The consolidated statement of changes in shareholders' equity is presented as changes in members' capital up to the date of the acquisition of i(x) investments, LLC, accounted for under merger principles as disclosed in Note 2.

The accompanying notes are an integral part of these financial statements.

i(x) Net Zero Plc

Consolidated Statement of Cash Flows

For the Year Ended 31 December 2022

(Expressed in U.S. Dollars)

		Notes		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
FROM CONTINUING OPERATIONS
(Loss)/Profit after taxes			$(18,129,202)		$35,978,052
Adjustments for:
Depreciation expense	2		13,472		14,784
Loss on cash advances for future investments			86,165		-
Amortisation of right-of-use asset	19		304,149		288,424
Net changes in fair value on financial assets at fair
value through profit or loss			(1,499,970)		(40,852,816)
Bonus expense paid in shares			1,000,000		-
Incentive stock option grant expense	6		1,750,059		-
Cash advances for future investments			-		238,773
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable			(26,464)		56,041
Decrease (increase) in prepaid expenses and other current assets			1,413,910		(1,463,959)
(Increase) decrease in security deposits			(24,601)		4,600
Increase in member tax advance			11,500		(11,500)
Increase (decrease) in accounts payable and
accrued expenses			(1,259,725)		1,685,329
Increase in deferred tax liability			11,271,318		-
Increase (decrease) in professional fees payable			-		49,202
Net Cash Used in Operating Activities -
Continuing Operations			(5,089,389)		(4,013,070)
FROM DISCONTINUED OPERATIONS
Profit (loss) attributable to members			-		(226,665)
Adjustments for:
Advisory fees			-		-
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable			-		36,823
Increase in prepaid expenses and other current assets			-		(6,441)
Increase in accounts payable and accrued expenses			-		151,344
Increase in loan payable			-		10,630
Net Cash Used in Operating Activities -
Discontinued Operations			-		(34,309)
Net Cash Used in Operating Activities			(5,089,389)		(4,047,379)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments	3		(1,600,000)		(4,369,955)
Cash from discontinued operation transferred to disposal group			-		(534,276)
Purchase of furniture and equipment			-		(3,902)
Net Cash Used in Investing Activities			(1,600,000)		(4,908,133)
CASH FLOWS FROM FINANCING ACTIVITIES
FROM CONTINUING OPERATIONS
IPO Proceeds, net of expenses			12,125,421		-
Distribution to i(x) Sustainable Holdings, LLC			(400,000)		-
Purchase of i(x) Net Zero shares			(1,000,000)		-
Capital contributions			1,644,981		5,149,985
Decrease in lease liability			(335,945)		(262,978)
Net Cash Provided by Financing Activities -
Continuing Operations			12,034,457		4,887,007
Net Increase (Decrease) in Cash
and Cash Equivalents			5,345,068		(4,068,505)

SH AND CASH EQUIVALENTS
Beginning of year		2,134,764	6,203,269
End of year		$7,479,832	$2,134,764
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Non-cash investing activity - assets transferred to
disposal group
Cash advances for future investment	7	$-	$390,770
Investments	7	-	250,000
Noncash net assets of discontinued operation		-	41,795
Non-cash financing activity
Share-based compensation		1,750,059	-
Distribution of assets held for disposal		1,216,841	-
Bonus expense paid in shares		1,000,000	-
		$3,966,900	$682,565

The accompanying notes are an integral part of these financial statements.

i(x) Net Zero Plc

Schedule of Investments

31 December 2022

(Expressed in US dollars)

Principal
Amount/Shares/
Units/Percent
Ownership	Description	Fair Value
Private Operating Companies (percentage of shareholders' equity)

United States
Limited Liability Company Interests
	Biofuel Developer (78.6%)
10,380,581	Wastefuel Global, LLC	$46,908,475

	Real estate development (3.8%)	2,260,000
1,228,063	MultiGreen Properties, LLC

	Total Limited Liability Company Interests	49,168,475
	(cost $4,069,597) (82.4%)

Limited Partnership Interest
	Building technology
	Sustainable Living Innovations (FKA Multigreen SLI Partners, LP) (1.2%)	742,000
	Total Limited Partnership Interests (cost $500,000) (1.2%)	742,000

Simple Agreement for Future Equity (SAFE)
	Biofuel Developer (.4%)
	Wastefuel Global, LLC	250,000
	Total SAFE (cost $250,000) (.4%)	250,000

Convertible Note
	Real estate development (.4%)
	MultiGreen Properties, LLC	250,000
	Total Convertible Note (cost $250,000) (.4%)	250,000

	Total United States (cost $5,069,597) (84.5%)	$50,410,475

Canada
Common Shares
	Carbon Capture Technology (4.3%)
21,876	Carbon Engineering, Ltd. (1)	2,579,223
	Total Common Shares - Canada (cost $1,005,809)	2,579,223

Cayman Islands
Limited Liability Company Interest
	Renewable Energy (17.3%) Enphys Management Company	10,340,024
	Total Limited Liability Company Interests -	10,340,024
	Cayman Islands (cost $4,470,000)

Netherlands
Convertible Note - (8% due April 2022)
499,955	Software/Information Technology (.9%)
	Context Labs, BV	511,000
	Total Convertible Note - Netherlands (cost $499,955)
	Total Investments (cost $11,045,361) (107%)	$63,840,722

(1) Shares of Carbon Engineering, Ltd. are held indirectly through investments in RCM Carbon Engineering Partners, LLC (12,490 common shares) and C12 Equity Ltd. (9,273 common shares).

i(x) Net Zero Plc

Schedule of Investments

31 December 2021

(Expressed in US dollars)

Principal
Amount/Shares/
Units/Percent
Ownership	Description	Fair Value
Private Operating Companies (percentage of members' capital)

United States
Limited Liability Company Interests

	Biofuel Developer (74.5%)
10,380,581	Wastefuel Holdings, LLC	$46,822,213

	Real estate development (7.7%)
1,228,063	MultiGreen Properties, LLC	4,810,000

	Total Limited Liability Company Interests
	(cost $4,069,597) (82.2%)	51,632,213

Limited Partnership Interest

	Building technology (.8%)
	MultiGreen SLI Partners, LP	500,000
	Total Limited Partnership Interests (cost $500,000) (.8%)	500,000

	Total United States (cost $4,569,597) (83%)	$52,132,213

Canada
Common Shares
	Carbon Capture Technology (3.8%)
21,763	Carbon Engineering, Ltd. (1)	2,383,698
	Total Common Shares - Canada (cost $1,005,809)	2,383,698

Cayman Islands
Limited Liability Company Interest
	Renewable Energy (9.1%)	5,724,886
	Enphys Management Company
	Total Limited Liability Company Interests -
	Cayman Islands (cost $3,370,000)	5,724,886

Netherlands
Convertible Note - (8% due April 2022)
499,955	Software/Information Technology (.8%)
	Context Labs, BV	499,955
	Total Convertible Note - Netherlands (cost $499,955)	499,955

	Total Investments (cost $9,455,361) (96.7%)	$60,740,752

(1) Shares of Carbon Engineering, Ltd. are held indirectly through investments in RCM Carbon Engineering Partners, LLC (12,490 common shares) and C12 Equity Ltd. (9,273 common shares).

i(x) Net Zero Plc

Notes to Consolidated Financial Statements

31 December 2022

1. Organisation and Nature of Business

i(x) Net Zero, PLC (the "Company") is a company incorporated and domiciled in Jersey, British Isles with Company Number 138730. The Company's shares are admitted to trading on the AIM market of the London Stock Exchange (ticker: IX). The Company is an investment company that provides its shareholders with an opportunity to create long-term capital growth with sustainable impact on the environment and communities it serves. The Company was founded as i(x) investments, LLC ("i(x) investments"), a limited liability company formed in the United States of America under the laws of the State of Delaware on 6 October 2015. The registered address of the Company is 3rd Floor, 44 Esplanade Street, Helier, Jersey JE4 9WG.

On 9 February 2022, the Company completed its initial public offering ("IPO") on the AIM market. The Company issued 14,056,811 ordinary shares at no par value in the IPO. The shares were issued at £0.76 per share, resulting in total share capital of £10,683,000 ($14,481,736) from the IPO. In addition, the members' capital in i(x) investments was converted to 65,000,000 shares in the Company as of the date of the IPO, bringing the total shares issued and outstanding as of 9 February 2022 to 79,056,811.

Prior to the IPO, the Company undertook a reorganisation in which i(x) Merger LLC, a wholly owned subsidiary of the Company merged with i(x) investments, with i(x) investments continuing as the surviving entity and as a wholly owned subsidiary of the Company. Prior to the reorganisation of the Company, i(x) Financial Services, LLC ("i(x) Financial Services"), (a wholly owned subsidiary of ix investments), i(x) Securities, LLC (a wholly owned subsidiary of i(x) Financial Services) and certain other assets held by i(x) investments were transferred to i(x) Sustainable Holdings, LLC ("i(x) Sustainable Holdings"), an entity owned by the members of i(x) investments, prior to the reorganisation.

The Company is governed in accordance with Companies (Jersey) Law 1991.

2. Summary of Significant Accounting Policies and Key Accounting Estimates

Basis of Presentation

The Company's financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRIC interpretations issued by the International Accounting Standards Board ("IASB") and with those parts of the Companies (Jersey) Law 1991 applicable to companies preparing their financial statements under IFRS. The financial statements have been prepared on the historical cost basis, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss. The Company reports cash flows from operating activities using the indirect method.

New Accounting Standards, Interpretations and Amendments

The following new standards and amendments to existing standards which are relevant to the Company were adopted by the Company for annual periods commencing on or after 1 January 2021:

Amendments to IFRS 3 - Business Combinations: The amendment updates IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Framework and adds other requirements to identify the liabilities assumed by an acquirer in a business combination.

Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform - Phase 2: the amendments relate to the modification of financial assets, financial liabilities and lease liabilities, specific hedge accounting requirements and disclosure requirements applying IFRS 7.

These new standards and amendments did not have an impact on the financial statements of the Company.

The following new amendments to accounting standards that are relevant to the Company are effective for annual periods beginning on or after January 1, 2023:

Amendments to IAS 1: Presentation of Financial Statements: The amendments require that an entity discloses its material accounting policies, instead of significant accounting policies. Further amendments to the standard explain how an entity can identify material accounting policies.

Amendments to IAS 1: Classification of Liabilities as Current or Non-Current: The amendments affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items.

Amendments to IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates: The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error.

The Directors are considering the new standards effective for periods beginning on or after 1 January 2023, however, at this time they are not expected to have a significant impact on the Company.

Going concern

The Company's financial statements have been prepared on a going concern basis. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in these financial statements and related notes. In addition, Note 2 to the financial statements describes the Company's significant accounting policies, and Note 18 describes the principal risks that the Company is exposed to, including liquidity risk, fair value estimation risk and credit risk.

In order to assess the going concern of the Company, the Directors have prepared cash flow forecasts for the Company. These cash flow forecasts show the Company expects to have sufficient headroom over available banking facilities. The Company has obtained banking facilities sufficient to facilitate the growth forecast in future periods. No matters have come to the attention of the Directors to suggest that future renewals may not be forthcoming on acceptable terms.

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

The financial statements do not include any adjustments that would result if the forecast were note achieved.

Group reorganisation accounting

The Company acquired its 100% interest in i(x) investments on 9 February 2022 by way of a reverse merger. This is a business combination involving entities under common control and the consolidated financial statements are issued in the name of ix Net Zero, PLC but they are a continuance of those of ix investments. Therefore, the assets and liabilities of ix investments have been recognised and measured in these consolidated financial statements at their pre combination carrying values. The retained earnings and other equity balances recognised in these consolidated financial statements are the retained earnings and other equity balances of the Company and i(x) investments. The equity structure appearing in these consolidated financial statements (the number and the type of equity instruments issued) reflect the equity structure of the Company including equity instruments issued by the Company to effect the consolidation.

The consolidated financial statements therefore present the combined results and financial position of the group for the whole reporting period and the comparative information represents that of i(x) investments.

Judgments and Key Sources of Estimation Uncertainty

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies and making any estimates. Changes in assumptions might have a significant impact on the financial statements in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that the Company's financial statements are fairly presented. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 2 under Fair Value Estimation. Other areas where management has made assumptions and estimates that are significant to the financial statements include share-based compensation, leases, tax provisions and debtor recoverability.

As of 31 December 2021, management determined that the transfer of the Company's broker/dealer subsidiary should be treated as a discontinued operation.

Foreign Currency

The financial statements are presented in the functional currency of US Dollars, since the majority of its revenue and operating expenditure is denominated in this currency. Foreign currency transactions are translated into the functional currency using the rates of exchange prevailing at the dates of the transactions. At each end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies, if any, are translated at the rates prevailing on the reporting end date. Gains and losses arising on translation, if any, are included in other income in the statement of comprehensive income for the period.

Assessment as an Investment Entity

Management of the Company has determined that it meets the definition of an investment entity within IFRS 10 and, therefore, is required to measure its subsidiaries held as investments at fair value through profit and loss rather than consolidate them. Management of the Company considered exit strategies and all the Company's activities to conclude whether the following criteria are satisfied:

· The entity obtains funds from one or more investors for the purpose of providing those investors with investment services;

· The entity commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both;

· The entity measures and evaluates the performance of substantially all of its investments on a fair value basis.

Management determined that the Company meets the definition of investment entity in accordance with IFRS 10, Consolidated Financial Statements, as all of the above criteria are met by the Company.

The Company was established to obtain funds from its investors and with a view to manage the investments made from those funds.

· The only sources of profit for the Company are capital appreciation and investment income. The Company aims to maximise value of its investments and to monetise this value through dividend inflow, interest revenue and disposal of investments at the right time and at the right price. The Company does not obtain any other benefit from its investments that are not available to other parties that are not related to the respective investee.

In addition to the above, while assessing whether the Company meets the definition of investment entity, management considered the following typical characteristics of the investment entity (as indicated in IFRS 10):

· investment entity has more than one investment;

· investment entity has more than one investor;

· investment entity has investors that are not related parties of the entity;

· investment entity has ownership interests in the form of equity or similar interests.

The Company has all of the above typical characteristics of an investment entity.

Management has concluded that the Company meets the definition of an investment entity. This conclusion will be reassessed on an annual basis, if any of these criteria or characteristics change.

Basis of Consolidation and Control of Subsidiary Entity

The consolidated financial statements of the Company comprise the financial statements of ix Net Zero PLC and its subsidiary, i(x) investments, as at and for the period ended 31 December 2022. The Company consolidates the accounts of all subsidiaries which are deemed to be providing investment related services, as defined by IFRS 10, to the Company. All of the services provided by i(x) investments during 2022 were attributable to performing investment related services for the Company. Accordingly, the statement of financial position of the Company was reported on a consolidated basis as of 31 December 2022.

As of 31 December 2021 the statement of financial position of the Company includes the unconsolidated accounts of the Company. The Company's subsidiary, i(x) Financial Services is not consolidated with the Company due to the Company's plan to distribute i(x) Financial Services and certain other assets, to a newly formed entity as described in Note 7. The assets to be distributed are reported as assets held for disposal on the statement of financial position as of 31 December 2021. These assets were distributed to a newly formed entity on 2 February 2022, and are no longer included in the i(x) Net Zero balance sheet at 31 December 2022. The statement of comprehensive income for the year ended 31 December 2021 is not consolidated and reflects the profit or loss from i(x) Financial Services as a discontinued operation.

Subsidiaries are entities controlled by the consolidated group of companies (the "Group"). Where the Group has control over an investee, it is classified as a subsidiary. The Group controls an investee if all three of the following elements are present: power over an investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. Subsidiaries are fully consolidated from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with policies adopted by the Group. Intergroup balances and any unrealised gains or losses or income expenses arising from the intergroup transactions are eliminated in preparing the consolidated financial statements.

The subsidiary consolidated in these consolidated financial statements, i(x) investments, was acquired via group reorganisation and as such merger accounting principles have been applied. i(x) investments' financial figures are included for their entire financial period rather than from the date the Company took control of them. The assets and liabilities of i(x) investments have been recognised and measured in these consolidated financial statements at their pre-combination carrying values. i(x) investments prepares their accounts to 31 December, under FRS101. There are no deviations from the accounting standards implemented by the Company.

The current period merger reserve was created on the acquisition of i(x) investments by the Company. Ordinary shares in the Company were issued to acquire the entire share capital of i(x) investments. Under section 612 of the Companies Act 2006, the premium on these shares has been included in a merger reserve.

Valuation of Assets and Liabilities

The Company's investments consist of investments in private operating companies. These investments are valued by the Company's management at the end of each financial reporting period at fair value. As of 31 December 2022 and 2021, the fair values of these investments were determined by the Company's management, as described under Fair Value Estimation.

The fair value of all other assets and liabilities held by the Company are determined at their fair value as reasonably determined in good faith by the Company's management.

Although the Company's management uses its best judgment in determining the fair value of its investments, there are inherent limitations in any such process. The fair value presented is not necessarily indicative of an amount the Company could realise in a current transaction and the differences could be material.

Financial Assets and Liabilities

Financial assets include cash and cash equivalents, investments, cash advances for future investments, accounts receivable, prepaid expenses and other assets.

Financial liabilities include accounts payable and accrued expenses, and professional fees payable.

Financial Assets

On initial recognition, financial assets are classified as either financial assets at fair value through income statement, held-to-maturity, loans and receivables financial assets, or available-for-sale financial assets, as appropriate. The Group classifies all its financial assets as trade and receivables. The classification depends on the purpose for which the financial assets were acquired.

Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables financial assets. Loans and receivables financial assets are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

The Group's loans and receivables financial assets comprise other receivables (excluding prepayments) and cash and cash equivalents included in the Statement of Financial Position.

Financial Liabilities

Financial liabilities are recognised when, and only when, the Group becomes a party to the contracts which give rise to them and are classified as financial liabilities at fair valued are classified as financial liabilities at fair value through the profit and loss or loans and payables as appropriate. The Group's loans and payables comprise trade and other payables (excluding other taxes and social security costs and deferred income). When financial liabilities are recognised initially, they are measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method other than those categorised as fair value through income statement.

Fair value at the income statement category comprises financial liabilities that are either held for trading or are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges. There were no financial liabilities classified under this category. The Group determines the classification of its financial liabilities at initial recognition and re-evaluates the designation at each financial year end. A financial liability is de-recognised when the obligation under the liability is discharged, cancelled or expires.

When an existing financial liability is replaced by another from the same party on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement.

Financial Assets and Liabilities at Fair Value through Profit or Loss

The Company classifies all of its investment portfolio as financial assets at fair value through profit or loss. The portfolio of financial assets is managed and performance is evaluated on a fair value basis. The Company is primarily focused on fair value information, and it uses that information to assess the assets' performance and to make decisions. The Company has not taken the option to irrevocably designate any equity securities as fair value through other comprehensive income. The contractual cash flows of the Company's debt securities are solely principal and interest, but these securities are neither held for the purpose of collecting contractual cash flows nor held both for collecting contractual cash flows and for sale. The collection of contractual cash flows is only incidental to achieving the objective of the Company's business model. Consequently, all investments are measured at fair value through profit or loss. The Company recognises net changes in fair value on financial assets at fair value through profit or loss on the statement of comprehensive income. The Company's accounting policies for measurement and fair value estimation of financial assets are discussed under Measurement and Fair Value Estimation in the notes to the consolidated financial statements.

Recognition

The Company recognises financial assets and financial liabilities on the date it becomes a party to the contractual provisions of the instrument.

Purchases and sales of financial assets are recognised on the trade date. From this date any gains and losses arising from changes in fair value of the financial assets or financial liabilities are recorded in the statement of comprehensive income.

Income and expense are recognised on an accrual basis. Transactions for private obligations are recorded on the date when the terms of the transaction are fully negotiated and known. Realised gains and losses from investment transactions are determined using the specific identification method.

Dividend income and expense are recorded on the ex-dividend date. Interest expense is recognised as incurred. Interest and dividends have not been accrued for securities or other obligations when the Company's management believes there is substantial doubt of collection.

Revenue is measured based on the consideration to which the Company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control of a product or service to a customer.

Measurement

Financial assets and financial liabilities are measured initially at cost which is the fair value of the consideration given or received.

All recognised financial assets that are within the scope of IFRS 9 are required to be subsequently measured at amortised cost or fair value based on the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

Subsequent to initial recognition, all financial assets and financial liabilities are measured at fair value and accounted for through profit or loss. Gains and losses arising from changes in the fair value of the financial assets or financial liabilities at fair value through profit or loss are presented in the consolidated statement of comprehensive income in revenue, in the period in which they arise.

Cash and Cash Equivalents

Cash consists primarily of cash in an operating account maintained with First Republic Bank ("FRB"). Such balances may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit on an overnight basis.

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company held funds in a money market account at CNB as of 31 December 2021 and considered these funds to be cash equivalents. For further details, pertaining to the investment in the money market account, please see Note 18.

The following are the balances in cash and cash equivalents:

	2022	2021

Cash	$7,479,832	$1,133,917
Cash equivalents	-	1,000,847
Total	$7,479,832	$2,134,764

Cash Advances for Future Investments

The Company may pay direct expenditures on behalf of a private operating company which the Company's management expects to invest in, in the future. When such expenditures are paid, they are recorded as cash advances for future investment on the Company's statements of financial position. Such expenditures may be reimbursable by the private operating company that they were paid on behalf of, or they may be converted to equity or debt securities issued by the private operating company in future periods. If the Company determines that such expenditures are not collectible from the private operating company or will not be converted to equity or debt securities, then the Company recognises a loss on such expenditures in the year in which such loss is determined. In 2022 and 2021, the Company determined that $86,165 and $133, respectively, of expenditures paid on behalf of private operating companies were uncollectible and recorded a loss on such expenditures. These losses are reported on the Company's statements of profit and loss in net changes in fair value on financial assets at fair value through profit or loss. The balance in cash advances for future investments was $0 and $86,165 as of 31 December 2022 and 2021, respectively, and is reflected on the Company's statements of financial position.

Accounts Receivable

The following is an aging of the accounts receivable balance as of 31 December 2022 and 2021:

Accounts		Neither			More
Receivable	Carrying	Impaired	61-90	91-120	Than
Balance	Amount	Nor Past Due	Days	Days	120 Days

31 December 2022	$66,838	$26,278	$-	$-	$40,560
31 December 2021	40,374	-	-	-	40,374

Prepaid Expenses

Prepaid expenses consist primarily of prepaid insurance premiums as of 31 December 2022. Prepaid expenses as of 31 December 2021, include primarily expenses incurred in connection with the initial public offering of i(x) Net Zero, PLC ("i(x) Net Zero"). Total prepaid expenses as of 31 December 2021 amounted to $1,549,716. These expenses were accrued as of 31 December 2021 and deducted from the equity of the i(x) Net Zero upon completion of the IPO. The total of these expenses amounted to $1,416,000.

Property, Plant and Equipment

Property, plant and equipment consists of office furniture and equipment. These assets are carried at cost, net of accumulated depreciation. Depreciation is charged to operations over the estimated useful life of the furniture and equipment, primarily three to five years, utilising the straight-line method.


	2022	2021

Property, Plant and Equipment
Cost, 1 January	$83,531	$79,629
Purchases	-	3,902
Cost, 31 December	83,531	83,531

Accumulated depreciation, 1 January	68,220	53,436
Depreciation expense for the year	13,472	14,784
Accumulated depreciation, 31 December	81,692	68,220

Property, Plant, and Equipment
Net of Accumulated Depreciation	$1,839	$15,311

Current Liabilities

The balances in the accompanying statements of financial position (consolidated as of 31 December 2022) for accounts payable and accrued expenses, professional fees payable and the current portion of the lease liability are due and payable within one year from 31 December 2022 and 2021, respectively.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of 31 December 2021, include expenses incurred in connection with the initial public offering of i(x) Net Zero. These expenses were accrued as of 31 December 2021 and deducted from the equity of the i(x) Net Zero upon completion of the IPO. The total of these expenses amounted to $1,416,000.

Lease Accounting

The Company accounts for leases by recognising a right-of-use asset and a lease liability. Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this rate is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. Right-of- use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for lease payments made at or before commencement of the lease, initial direct costs incurred and the amount of any provision where the Company is contractually required to dismantle, remove or restore the leased asset. Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease. The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss in accordance with IAS 36.

The Company has a lease agreement with lease and non-lease components. Such non-lease components are accounted for separately.

The Company has elected not to recognise right-of-use assets and liabilities for short-term leases that have a lease term of 12 months or less, or leases of low value assets. These lease payments are expensed on a straight-line basis over the lease term.

Share Capital

The Company records the proceeds from the issuance of ordinary shares as share capital, at no par value. Incremental costs directly attributable to the issuance of new ordinary shares or options are deducted, net of any tax, from the proceeds.

Share-Based Compensation

Stock options granted to employees, which are settled in equity, are valued at fair value at the date of grant. The fair value of such options is charged to expense over the vesting period and the expense is reported in general and administrative expenses on the consolidated statement of comprehensive income. The shareholders' equity reserve account is credited by the amount of share-based compensation charged to expense.

Payroll and Benefits Expense

Short-term Benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the year in which the associated services are rendered by employees of the Company.

Defined Contribution Plans

The Company operates a defined contribution pension scheme for eligible employees. The assets of the scheme are held separately from those of the Company. The annual contributions payable are charged to the consolidated statement of comprehensive income and they become payable in accordance with the rules of the scheme.

401K Plan

The Company has a 401K Plan (the "Plan") for all eligible employees. The Plan permits each participant to contribute up to the federal contribution limits and allows the Partnership to make discretionary contributions. The discretionary contributions are recorded as an expense and are included in general and administrative expenses in the consolidated statement of comprehensive income.

Fair Value Estimation

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal market or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk

When available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

The Company measures fair value using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

· Level 1: Assets and liabilities with inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

· Level 2: Assets and liabilities with inputs other than quoted prices included within Level 1, that are observable either directly or indirectly, including quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are considered less active or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

· Level 3: Assets and liabilities with inputs that are unobservable. Level 3 includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. The valuation technique used is dependent on the level of data, the circumstances and the availability of observable inputs and may include discounted cash flow analysis, market comparables and option pricing models.

· Level 3 instruments include investments in private operating companies, which comprise 100% of the Company's investment portfolio. The Company's management determines the fair value of these investments using valuation techniques applicable to Level 3 investments. Typically, the Company's best estimate of fair value at inception is the transaction price, excluding transaction costs. When evidence supports a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values in the investment's principal market under current market conditions.

In estimating the value of Level 3 investments, the inputs generally used by the Company's management include the original transaction price, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt capital markets, and changes in financial ratios or cash flows. The Company also considers specific events which may impact the fair value of investee companies, including the following:

· Corporate, political or operating events that may have a material impact on the investee company's prospects and therefore, its fair value.

· The investee company is placed into receivership or bankruptcy.

· The investee company is unlikely to continue as a going concern.

· Management changes at the investee company that may have a positive or negative impact on the investee company's ability to achieve its objectives and build value for shareholders.

Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Company's management in the absence of market information. The fair value measurement of Level 3 investments does not include transaction costs that may have been capitalised as part of the security's cost basis. Assumptions used by the Company's management due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Company's results of operations.

Segmental Reporting

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Operating segments for the Company are reported based on the financial information provided to the Board, which is used to make strategic decisions. The Directors are of the opinion that under IFRS8 - "Operating Segments", the Company had only one reportable segment, being i(x) investments, during the period from February 9, 2022 to December 31, 2022. Prior to the reorganisation of the Company, i(x) investments had two operating segments, which were i(x) investments and i(x) Securities, LLC, a broker/dealer (refer to Note 7, Assets Held for Disposal and Discontinued Operations). The Board assesses the performance of operating segments based on financial information which is measured and presented in a manner consistent with that in the financial statements.

3. Investments in Private Operating Companies

The following table presents information about the Company's assets measured at fair value as of 31 December 2022 and 2021:

			Level 3
	Level 3		Consolidated
	2022	2021
Investments at Fair Value
Common Stock	$2,579,223	$2,383,698
Convertible Note	761,000	499,955
Limited Liability Company Interests	59,508,499	57,357,099
Limited Partnerships Simple Agreement for Future Equity (SAFE)	742,000 250,000	500,000 -
Total Investments at Fair Value,
31 December	$63,840,722	$60,740,752

The following tables present the changes in assets classified in Level 3 of the fair value hierarchy for the years ended 31 December 2022 and 2021:

			Limited		Simple
			Liability		Agreements
	Common	Convertible	Company	Limited	For Future
2022	Stock	Note	Interests	Partnerships	Equity (SAFE)	Totals

Balance at 31 December 2021	$2,383,698	$499,955	$57,357,099	$500,000	$-	$60,740,752
Purchase of investments	-	250,000	1,100,000	-	250,000	1,600,000
Unrealised gain	195,525	11,045	1,051,400	242,000	-	1,499,970
Balance at 31 December 2022	$2,579,223	$761,000	$59,508,499	$742,000	$250,000	$63,840,722

			Limited
			Liability
	Common	Convertible	Company	Limited
2021	Stock	Note	Interests	Partnerships	Totals

Balance at 31 December 2020	$1,338,151	$50,000	$14,379,697	$-	$15,767,848
Purchase of investments	-	499,955	3,370,000	500,000	4,369,955
Transfer to assets held
for disposal	(200,000)	(50,000)	-	-	(250,000)
Unrealised gain	1,245,547	-	39,607,402	-	40,852,949
Balance at 31 December 2021	$2,383,698	$499,955	$57,357,099	$500,000	$60,740,752

During the years ended 31 December 2022 and 2021 there were no transfers of securities between Levels.

The following tables summarise the methods and significant assumptions used to measure investments categorised in Level 3 of the fair value hierarchy and whose values were determined by management as of 31 December 2022 and 2021:

		Fair Value at
	31 December 2022		Valuation	Unobservable
	(in thousands)		Technique	Input	Average

Investments
Common Stock
Carbon Capture Technology	2,579		Equity Roll Forward	N/A	$118.51/sh
Total Common Stock	2,579

Limited Liability Company Interests
Biofuel Developer (1)	46,909		Market Approach	Recent transaction - capital raise (90% weight)	$4.52/unit

			Option pricing method (backsolve)	Risk free rate - 3.9%, volatility - 139.2%; time to liquidly event - 5 years (10% weight)

Real Estate Development	2,260		Income Approach - Discounted Cash flow	Discount rate - 75%	$1.84 unit

Renewable Energy	9,640		Options Pricing Method (Management Company)	Risk free rate - 4%, volatility - 4.4%; time to liquidity event - 5 years

			Monte Carlo Simulation (Founders' shares owned indirectly by management company)	Risk free rate - 4.32%, volatility - 4.44%; term to maturity - 1.3 years (lockup period)

	700		Transaction cost	Transaction cost	N/A
Total Renewable Energy	10,340

Software/Information Technology	511		Market approach	Recent transaction cost - capital raise (50% weight)	$46.56
			Option Pricing Method (backsolve)	Risk free rate - 4%, volatility - 202.1%;time to liquidity event - 5 years (50% weight)
Total Limited Liability Company Interests	60,020

Limited Partnership Interest
Building technology	742		Transaction cost	Transaction cost	$225/unit
Simple Agreement For Future Equity (SAFE)
Biofuel Developer	250		Transaction cost	Transaction cost	N/A

Convertible Note
Real Estate Development	250		Transaction cost	Transaction cost	N/A


Total	63,841

		Fair Value at
		31 December 2021		Valuation		Unobservable
		(in thousands)		Technique		Input		Average

Investments
Common stock					Implied value of
Carbon Capture Technology	2,384		Market Approach		equity		109.53/sh

Total Common Stock	2,384

Limited Liability Company Interests
Biofuel Developer (1)	46,822		Market Approach		Recent transaction - capital raise (90% weight)		4.51/unit

			Option Pricing Method (backsolve)		Risk free rate - 1.3%, volatility - 137.9%; time to liquidity event - 5 years (10% weight)

Real Estate Development	4,810		Income Approach - Discounted Cash Flow		Discount rate - 15%		3.92/unit

Renewable Energy	5,025		Options Pricing Method (Management Company)		Risk free rate - 1.3%, volatility - 20%; expected life of option - 5 years

			Monte Carlo Simulation (Founders' shares owned indirectly by management company)		Risk free rate - .85%, volatility - 10%; term to maturity - 2.3 years (lockup period)

	700		Transaction cost		Transaction cost		N/A
Total Renewable Energy	5,725

Software/Information Technology	500		Transaction cost		Transaction cost		N/A

Total Limited Liability Company Interests	57,857

Limited Partnership Interest

Building technology	500		Transaction cost		Transaction cost		N/A

Total	60,741

(1) The investment in Biofuels represents the Company's interest in Wastefuel Global, LLC ("Wastefuel Global"). In January 2021, Wastefuel Holdings, LLC was reorganized into Wastefuel Global, LLC and the Company contributed its interest in Wastefuel Holdings to the new company, in exchange for 10,841,000 units of the new company.

The per unit price of Wastefuel Global in the most recent capital raise was given a 90% weight in the 31 December 2022 and 31 December 2021 valuations and a 10% weight was ascribed to the backsolve method, which is a method that derives the equity value for a company from a transaction involving the company's own securities. The rights and preferences of each class of equity, market interest rates, industry sector volatility data, and an estimated time period to a liquidity event are all considered and included in an option pricing model under the backsolve method. The weighting of these two valuation methods and the unobservable inputs used in the valuation were based on management judgment. The unobservable inputs are presented in the Level 3 valuation table as of 31 December 2022 and 31 December 2021, in Note 3 above.

On a semi-annual basis, the Company's management reviews the fair value calculation for each Level 3 security and assesses, among other things, the reasonableness of the pricing models, the inputs to the pricing models and the significant assumptions developed internally or by independent valuation experts.

4. Share Capital

The Company has 79,056,811 ordinary shares, at no par value, authorised, issued and outstanding as of 31 December 2022. The ordinary shares were issued upon completion of the Company's IPO on 9 February 2022, as disclosed in Note 1, Organisation and Nature of Business.

Incremental costs directly attributable to the issue of new ordinary shares or options are included in shareholders' equity as a deduction, net of tax, from the proceeds. The gross and net proceeds from the IPO are as follows:

	Amount	Shares

Gross proceeds from IPO	$14,481,736	$14,056,811

Less: IPO expenses	(2,356,315)	-

Proceeds, net of expenses from IPO	$12,125,421	$14,056,811

5. Earnings per Share

Basic earnings per share is calculated by dividing the earnings attributable shareholders by the weighted average number of ordinary shares outstanding during the period. Fully diluted earnings per share is calculated based on the weighted average number of shares assuming all stock options are exercised. Due to losses in the year from 1 January 2022 to 31 December 2022, the effect of stock options on earnings per share is anti-dilutive and therefore stock options are not included in the calculation of diluted earnings per share. Earnings per share are set out below:

	2022	2021
Earnings attributable to the ordinary shareholders of the
Company	$(18,019,741)	$35,751,387

Weighted average number of shares	79,056,811	79,056,811

Basic and diluted loss per share	$(0.23)	$0.45

For 2021, earnings per share was calculated based on the total number of shares issued and outstanding during 2022, as there were no shares issued prior to 9 February 2022.

6. Share-Based Compensation

Pursuant to the Company's Equity Incentive Plan for 2022 (the "Incentive Plan"), stock options were granted to management employees during the year from 1 January 2022 to 31 December 2022. Each management employee was granted the option to purchase shares of the Company's stock in accordance with each employee's Stock Option Grant. The options are exercisable at £0.76 per share and the options expire ten years from the grant date, as specified in each employee's Stock Option Grant. The shares subject to the Incentive Plan vest over three years and will only vest upon the Company's achievement of a total shareholder return compound growth per annum target for the Performance Period of 8% or more. The Performance Period is the period of three years from the date the Company's shares were admitted for trading on the AIM market. Options are forfeited if an employee leaves the Company before the options vest.

Details of the share options outstanding during the year from 1 January 2022 to 31 December 2022 are as follows:

		Period from
		1 January 2022
		to 31 December 2022

Outstanding at beginning of period		-
Granted during the period		5,779,277
Forfeited during the period		(909,153)
Exercised during the period		-
Expired during the period		-
Outstanding at end of period		4,870,124

The aggregate fair value of the options granted as of the dates granted was $4,303,000, which was determined using the Black Scholes options pricing model. The expected volatility used to determine the fair values of the options granted ranged from 123.4% to 125.2% and the average expected volatility was 124.4%. The risk-free rates used in the determination of the fair values of the options ranged from 1.86% to 2.85% and the average risk-free rate was 2.38%.

The expense recognised for the period from 1 January 2022 to 31 December 2022 was

$1,750,059 and is included in general and administrative expenses on the consolidated statement of comprehensive income.

7. Assets Held for Disposal and Discontinued Operations

In June 2021, i(x) investments adopted a plan to spin off and distribute i(x) Financial Services and its subsidiary, i(x) Securities, LLC, and certain other assets, to the unitholders of i(x) investments, pending completion of the IPO transaction. As described in Note 1, Organisation and Nature of Business, these subsidiaries and other assets were transferred to i(x) Sustainable Holdings, an entity owned by the members of i(x) investments prior to the reorganization of the Company.

The following table sets out the assets and liabilities as of 31 December 2021, which were transferred from i(x) investments to i(x) Sustainable Holdings:

	I(x) Financial	I(x) Investments
	Services, LLC	LLC	Total
Current Assets
Cash and cash equivalents	$534,276	$-	$534,276
Cash advances for future investments	-	390,770	390,770
Accounts receivable	337,727	-	337,727
Prepaid expenses and other assets	26,763	-	26,763
Noncurrent Assets
Investments	-	250,000	250,000
Total Assets	898,766	640,770	1,539,536

Current Liabilities
Accounts payable	220,820	-	220,820
Loans payable	101,875	-	101,875
	322,695	-	322,695
Members' Capital	$576,071	$640,770	$1,216,841

In addition to the above, $400,000 was transferred from i(x) investments to i(x) Sustainable Holdings in January 2022 based upon the Transfer Agreement, as amended, between i(x) investments and i(x) Sustainable Holdings.

i(x) Financial Services and i(x) Securities, LLC represent a discontinued business. The loss from this discontinued business amounted to $226,665 in 2021. The business was discontinued as an operating segment of i(x) investments as of 31 December 2021.

8. Commitments and Contingencies

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties, and which provide indemnifications. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Company expects the risk of loss to be remote.

The Company has non-binding commitments to invest $2.475 million in Enphys Management Company over the 18-month period beginning in January 2022. The total amount funded through 31 December 2022, plus non-binding commitments over the next 2 years totals $6.0 million. In addition, i(x) Net Zero has agreed to invest an additional $1.5 million in cash in Enphys Management Company, LLC ("EMC"). The investment comprises an initial payment of $500,000 and 10 monthly payments of $100,000 each commencing in July 2022 and finishing in April 2023, each of which was funded from i(x) Net Zero's existing cash resources. Following the initial payment, i(x) Net Zero's holding in EMC increased by 3.5% to 14.5%. This investment also indirectly increased i(x) Net Zero's stake in Enphys Acquisition Corp ("EAC"). The Company expects this additional investment to be accretive to its net asset value.

In January 2022, Lion Point Capital, LP, on behalf of funds managed by it, ("Lion Point") and the Company entered into a strategic relationship to identify and pursue certain transactions together, with an initial focus on opportunities in Energy Transition. At the time of the Company's IPO, Lion Point Master, LP ("Lion Point Master") entered into a subscription agreement and subscribed for $6.8 million (approximately £5.0 million) in ordinary shares of the Company at the placing price as part of the fundraising. Lion Point Master was granted a put option and pursuant to the put option, the Company is obliged to repurchase 6,672,161 Ordinary Shares of Lion Point Master's Ordinary Shares at the Placing Price (£0.76 per share ($1.02 per share)) amounting up to $6.8 million at any time during the three-year term following the Company's admission to trading on AIM. Lion Point has also granted to the Company a call option to purchase $6.8 million of common shares of Suniva, Inc. Further details are set out in paragraph 5.6 of Part 1 and paragraphs 18.1(j), (k) and (l) of Part 7 of the Company's Admission document dated 4 February 2022, which is available on the Company's website https://ixnetzero.com/.

9. Revenue

	2022	2021

Dividend income	$2,645	$378
Other income	-	183
Total Revenue	$2,645	$561

10. Net Changes in Fair Value on Financial Assets at Fair Value through Profit or Loss

	2022	2021

Net unrealised gain from investments	$1,499,970	$40,852,949
Net realised loss from cash advances
for future investment	(86,165)	(133)
Total Net Changes in Fair Value on
Financial Assets at Fair Value
Through Profit or Loss	$1,413,805	$40,852,816

11. Finance Costs

	2022	2021

Lease interest	$27,495	$43,220

12. Directors' Emoluments

	2022	2021

Salaries	$981,479	$914,018
Bonus	1,489,000	-
Share-based compensation	1,361,432	-
Consulting fees	-	444,167
Director fees	423,968	-
Benefits	79,416	55,378
Payroll taxes	111,512	74,535
401K Contribution	25,687	26,363
Total Directors' Emoluments	$4,472,494	$1,514,461

The highest amount of compensation paid to a director in 2022 was $1,461,790.

13. Staff Employment Costs

	2022	2021

Salaries	$572,894	$282,741
Bonus	284,776	-
Share-based compensation	388,627	-
Benefits	141,254	46,788
Payroll taxes	52,458	33,532
401K Contribution	24,514	4,874
Total Staff Employment Costs	$1,464,523	$367,935

14. Number of Employees

The average monthly number of employees (including Directors) during the year was:

15. Employee Benefits

Defined Contribution Plans

The expense for the defined contribution plan for the year ended 31 December 2022 was $6,150 and was included in general and administrative expenses. This amount was accrued as of 31 December 2022.

401K Plan

During 2022, the Company made discretionary contributions of $50,201 to the Plan, all of which was paid during the year. The discretionary contributions are recorded as an expense and are included in general and administrative expenses in the consolidated statement of comprehensive income.

16. Operating Expenses

	2022	2021

Audit Fees	$60,000	$226,906

Operating Lease Expense	$304,149	$288,424

17. Income Taxes

The results of the corporate inversion and resulting IPO transaction result in i(x) Net Zero being treated as a U.S. domestic corporation for all purposes of the U.S. tax code under Internal Revenue Code Section 7874(b) as of the date of the transaction. As a result of the transaction, there are deferred tax implications related to the Company's temporary difference in the book and tax basis of its assets, the most material of which is the difference between the tax basis and the fair value of the Company's investments. As of 31 December 2022, the U.S. federal and state corporate deferred tax impact of the above referenced transaction on the investments listed on the Company's schedule of investments at fair value is projected to result in a deferred tax liability of approximately $11,271,000 at the Company's effective federal and state tax rates of 21% and 3.29%, respectively.

The Company recognizes a deferred tax asset for the tax benefit of a net operating loss that, in the judgement of the Company's management, is more likely than not of being realised in a future year. The tax benefit of a net operating loss will be realised if it can be offset against taxable income in a future year. Currently, federal net operating losses carryforward indefinitely and the carryforward periods in the states where the Company files income tax returns is 20 years. A valuation allowance is established for any portion of a deferred tax asset that is not likely to be realised in a future year. The valuation allowance is evaluated and adjusted annually by management for changes in the estimated amount of deferred tax assets that are not likely to be realised in future years, based on evidence currently available.

The Company also recognizes deferred income tax liabilities for the tax effect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.

Deferred tax assets and liabilities are determined based on enacted tax laws and income tax rates expected to be in effect at the time the deferred tax assets and liabilities are expected to affect taxable income.

A balance sheet approach is used to determine the deferred income tax provision or benefit to be recognised in the Company's statements of operations. The current year provision or benefit is determined based on the difference between the prior and current year balances in the deferred tax asset and deferred tax liability accounts. The change in valuation allowance for the deferred tax asset is determined using the same approach.

The following are the deferred tax liabilities of the Company as of 31 December 2022:

	Total	Federal	State

Deferred Tax Liability	$11,271,318	$9,118,320	$2,152,998

There were no deferred tax assets as of 31 December 2022.

Income (loss) from continuing operations before income taxes is comprised as follows:

	2022	2021

Domestic	$(6,857,884)	$-
Foreign	-	-
Total	$(6,857,884)	$-

Income (loss) from discontinued operations before income taxes is comprised as follows:

	2022	2021

Domestic	$-	$-
Foreign	-	-
Total	$-	$-

The provision for income taxes consisted of the following:

	2022	2021
Current:
Federal
State	$-	$-
Foreign	-	-
Domestic		-
Total current income tax expense	-	-
	-	-

Federal
State	$9,118,320	$-
Foreign	2,152,998	-
Domestic	-	-
Total deferred income tax expense	-	-
	11,271,318	-


Provision for Income Taxes	$11,271,318	-

The effective tax rate is calculated as	-164.4%	-

A reconciliation of the statutory rate of 21% in 2022 and 2021 to the effective income tax expense for each year follows:

	2022	2021

Losses before income taxes	$(6,857,884)	$-
Statutory tax rate	21%	21%
Income tax (benefit) at statutory rate	(1,440,156)	-
State tax benefit (expense), net
of federal benefit	(255,946)	-
Stock compensation	107,880	-
Other	225	-
Deferred True Ups	12,859,315	-
Valuation Allowance	-	-
Total Income Tax Expense	$11,271,318	$-

The tax effects of temporary differences and carryforwards that give rise to deferred income tax assets and liabilities consisted of the following:

	2022	2021

Net Operating Loss Carryforward	$2,033,297	$-
ROU asset	-	-
Stock compensation	-	-
Other	152,087	-
Total deferred income tax assets	2,185,384	-
Investment Gain/Loss	(13,341,296)	-
ROU liability	(86,384)	-
Other	(29,022)	-
Deferred income tax liabilities	(13,456,702)	-
Def income tax assets before
valuation allowance	(11,271,318)	-
Less valuation allowance	-	-
Net Deferred Tax Liability	$(11,271,318)	$-

The Company has U.S. gross net operating loss carryforwards totaling $12.684 million as of 31 December 2022. Utilization of our net operating losses may be subject to limitations upon certain ownership changes as provided by the Internal Revenue Code and similar state provisions. Sections 382 and 383 of the Internal Revenue Code of 1986 subject the future utilization of net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event of certain ownership changes, as defined. The Company may be subject to the net operating loss utilization provision of Section 382 of the Internal Revenue Code. The effect of an ownership change would be the imposition of an annual limitation of the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company's capital during a specified period prior to the change, and the federal published interest rate. Although the Company has not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs will be limited. The Company has not performed an IRC 382 analysis for the net operating losses for any of its corporate subsidiaries.

The Company is subject to income taxes in the U.S. as the statute of limitations for adjustments to our historic tax obligations will vary from jurisdiction to jurisdiction. Further operating losses may be subject to adjustment after the expiration of the statute of limitations for the year such net operating losses.

There were no unrecognized tax benefits as of 31 December 2022.

Accounting for Uncertainties in Income Taxes

The Company's management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation, and establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. The Company's management has determined that there are no uncertain tax positions and, as a result, has identified no matters that require further disclosure in the financial statements. As of 31 December 2022, the tax years that remain subject to examination by United States federal and state tax jurisdictions under the statute of limitations, are the calendar years 2019 through 2022.

18. Financial Instruments with Off-Balance Sheet Risk and Certain Concentration Risks

The Company's investment activities expose it to various types of risk, both on and off balance sheet, which are associated with the financial instruments and markets in which it invests. These financial instruments expose the Company in varying degrees to elements of liquidity, fair value estimation, credit, market, interest rate, counterparty, and currency risk. The principal risks that the Company is exposed to are as follows:

Fair value estimation risk

As of 31 December 2022, 100% of the Company's investments comprise investments in private operating companies which have been fair valued by the Company's management in accordance with the policies set out in Note 2 to the consolidated financial statements. The analysis below is provided to illustrate the sensitivity of the fair value of investments to an individual input, while all other variables remain the same. The Company's Board considers these changes in inputs to be within reasonable expected ranges. This is not intended to imply the likelihood of change or that possible changes in value would be restricted to this range.

Investment/Input	Base Case	Change in Input	Change in Fair Value of Investment ($000) (1)

Wastefuel Global, LLC

Weight assigned to option pricing method	10%	+10%	86
		-10%	(86)
(1) Based on fair value as of 31 December 2022

Liquidity risk

The market for less liquid investments may be more volatile than the market for highly liquid securities. Investments in relatively illiquid securities may restrict the ability of the Company to dispose of its investments at a price and time that it wishes. If the Company was forced to dispose of an illiquid investment at an inopportune time, it might be forced to do so at a substantial discount to fair value, resulting in a loss to the Company.

Liquidity risk could affect the Company's ability to meet the obligations associated with its financial liabilities. The Company manages its liquidity requirements through capital raising and by investing excess cash in a money market fund which is highly liquid. The money market fund is described below under Other Risks.

Credit risk

The Company's exposure to credit risk is associated with default risk on the value of debt held and with counterparty nonperformance. The Company is exposed to credit risk on accounts receivable balances, convertible notes, cash and cash equivalents held in financial institutions and at brokerage firms.

The Company is subject to the risk of default on its accounts receivable balance, which amounted to $66,838 as of 31 December 2022. The carrying amount of these receivables is considered to be a reasonable approximation of their fair value and the balance as of 31 December 2022 is expected to be collected within one year. The Company manages the risk of default by monitoring the primary debtor's financial condition and maintains a high degree of visibility into the debtor's financial records, revenue prospects and potential capital resources. Management considers the risk of default on these receivables to be low because the primary investee company has a strong capacity to meet its contractual obligations in the near term. Accordingly, no loss allowance has been recognised based on 12-month expected credit losses, as any such impairment would be insignificant to the Company.

As of 31 December 2022, the Company held a convertible note with a fair value of $250,000, issued by one of its investee companies. The convertible note was subject to default and counterparty nonperformance risks. The Company monitors the debtor's business with respect to assessing potential impairment in the note's value. Indicators of a lower expectation of recovery would be a default triggered under the terms of the note, failure to demonstrate the potential to raise capital, significant negative developments regarding the debtor's potential revenue pipeline and failure to engage with the Company on alternative payment arrangements, amongst other considerations. Management considers the risk of default and counterparty nonperformance on the note to be low based on its monitoring of the debtor's business. There has been no allowance recognised based on 12-month expected credit losses, as any such impairment would be insignificant to the Company.

The Company's exposure to credit risk on cash and cash equivalents is discussed in Note 2 with respect to cash balances and below with respect to cash equivalents held in the Government Fund.

Although the Company's investments are denominated in U.S. dollars, the Company may invest in securities and hold cash balances that are denominated in currencies other than its reporting currency, the U.S. dollar. Consequently, the Company may become exposed to risks that the exchange rate of the U.S. dollar relative to other currencies may change in a manner which has an adverse effect on the reported value of that portion of the Company's assets which are denominated in currencies other than the U.S. dollar. The Company may utilise options, futures, and forward currency contracts to hedge against currency fluctuations, but there can be no assurance that such hedging transactions will be effective.

Market risk

Certain investments may be disposed of at a price different from the value recorded in the accompanying financial statements since the market price of these investments generally is more volatile than that of more liquid investments.

As such, the Company may incur greater losses on the sale of some portfolio investments than under more stable market conditions. Such losses may adversely impact the Company's capital balance. Due to market instability, it may become more difficult to obtain market valuations from third party vendors and other market participants for these investments. As a result, there can be no assurance that the Company could purchase or sell these investments at the price used to calculate the Company's capital balance.

Legal, tax and regulatory changes could occur that may adversely affect the Company. The regulatory environment for investment companies is evolving, and changes in the regulation of investment companies may adversely affect the value of investments held by the Company and the ability of the Company to pursue its investment strategies.

In addition, if the Company is required to liquidate all or a portion of its portfolio quickly, it may realise significantly less than the value at which it previously recorded such investments.

Interest rate risk

Interest rate risk arises from the effects of fluctuations in the prevailing levels of market interest rates on the fair value of financial assets and liabilities and future cash flows. The financial instruments exposed to interest rate risk comprise cash and cash equivalents and investments at fair value.

Other risks

Cash equivalents consisted of investments in the City National Rochdale Government Money Market Fund (the "Government Fund") as of 31 December 2021, a money market fund that invests in securities issued or guaranteed by the U.S. government or certain U.S. government agencies or instrumentalities and repurchase agreements collateralised by such securities. The Government Fund is a Level 1 security for fair value hierarchy purposes. An investment in the Government Fund is not insured by the FDIC or any other government agency and is subject to the risks associated with financial instruments discussed in the preceding paragraphs of Note 18. The total amount invested in the Government Fund was $0 and $1,000,847, as of 31 December 2022 and 2021, respectively.

Financial Risk Management

Risk management is carried out by the Chief Investment Officer under policies approved by the Board of Directors and the Audit and Risk Committee. The Chief Investment Officer and senior management identify, evaluate and hedge financial risks in close cooperation with the Group's operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as liquidity risk, market risk, credit risk and other risks.

Lease Commitments

The Company leases office space at 1149 Third Street, Santa Monica, CA. The lease commenced in December 2018 and expires in January 2024.


2023	$374,342
2024	32,051
	$405,393

19. Leases

The Company's lease for office space at 1149 Third Street, Santa Monica, CA commenced in December 2018 and expires in January 2024. Upon initial recognition of the lease liability, such amount was measured at the present value of the contractual payments due to the lessor, using the Company's incremental borrowing rate of 5% as the discount rate. The amount of the initial liability and the right of use asset was $1,549,998. For the years ended 2022, information pertaining to this operating lease was as follows:

Supplemental Information	2022	2021

Operating lease ROU asset as of 1 January	$653,426	$941,850
Amortisation of ROU assets for the year ended 31 December	(304,149)	(288,424)

Operating lease ROU asset as of 31 December 2022	$349,277	$653,426

Total operating lease costs included in occupancy expense	$304,149	$288,424

Remaining lease term	13 months	25 months
Discount rate	5.0%	5.0%

Maturities of operating lease liability for fiscal years ending
31 December
2022	$-	$363,439
2023	374,342	374,342
2024	32,051	32,051
Total lease payments	406,393	769,832
Less imputed interest	(10,006)	(37,500)
Total operating lease liability as of 31 December 2022	$396,387	$732,332

Interest expense on lease liabilities for the years ended 31 December 2022 and 2021 was $27,495 and $43,220, respectively.

The Company sublet its office space in Santa Monica, California, effective August 1, 2021. In accordance with the terms of the sublease agreement, the subtenant is obligated to pay rent to the Company monthly, totaling $756,000 over the remaining life of the lease, which terminates on January 31, 2024. In addition, the subtenant is obligated to pay the Company's share of operating expenses which are payable to the lessor under the terms of the original lease.

20. Related Parties

As disclosed in the Admission document, upon Admission, Steven Oyer, the CEO and Director of i(x) Net Zero plc would have been entitled to $2,000,000 as an investor liquidity bonus under the terms of his service agreement. However, he voluntarily agreed to amend his agreement. Under the amendment proposed by Steven Oyer, he would receive a cash bonus of $1,050,000, and $700,000 of his $2,000,000 bonus would at his direction and request instead be paid to other members of the i(x) executive team, including the CIO, CFO, COO and Director, Strategic Initiatives, for a total of $1.75 million in cash bonus to be paid to the executive team. The executive team then agreed that an aggregate of $1,000,000 of the cash bonus payments (being approximately the aggregate after-tax amount of the cash bonus to the executive team) would be used to fund the acquisition by the executive team of $1,000,000 of Ordinary Shares at the Placing Price from Trevor Neilson, a former CEO and Director of i(x) investments.

The remaining $250,000 due to Steven Oyer under his original service agreement was paid to him via an option grant made on Admission to purchase any time after Admission such number of Ordinary Shares as equals $250,000 at the Placing Price. This option grant was in addition to the incentive grant awarded to Steven Oyer under the Company's Equity Incentive Plan on Admission.

On 9 February 2022 the five members of the executive team purchased 981,201 shares of i(x) Net Zero stock from Trevor Neilson, the former CEO and Director of i(x) investments for $1,000,000, which the Company paid on their behalf. The Company recorded that payment as IPO bonus expense of $1,000,000. The Company then recorded the remaining $750,000 of the aggregate cash bonus, plus a small additional amount to cover additional employee income tax liability, for a total of $765,182, to be paid in 2022. The amount of the bonus that is payable as of 31 December 2022 is $0.

A former CEO and Director of the Company, who served through December 2020, and served as a consultant to the Company through August 2021, was paid consulting fees totaling $444,167 in 2021. This former CEO and Director is also a shareholder in the Company, serves as the Chairman and CEO of an investee company and is a shareholder in another investee company. In addition, two of the Directors of the Company are investors in an investee company and invested on the same terms as the Company.

21. Subsequent Events

New Loan Facility

In April 2023, the Company announced that its wholly owned subsidiary, i(X) investments LLC has entered into a new secured $7.5 million 2-year term loan facility with European Depositary Bank S.A. ("EDB") ("Loan"). The Loan, once drawn, bears interest at 10.5% coupon (subject to periodic change in line with EDB's USD Base rate) and which is payable quarterly. The Loan can be utilised for the purposes of the financing of investments and general working capital purposes. The Loan is guaranteed by the Company.

i(X) Investments LLC has agreed to pay an arrangement fee equal to 2% of the amount of the facility and a commitment fee of 1.75% per annum on any undrawn funds, payable quarterly in arrears.

Drawdown of the Loan is conditional upon there being no event of default and other customary provisions including delivery of documents. The Loan is repayable together with default interest in the event of default which, inter alia, includes a change of control and a reduction of aggregate NAV of the Company below $50 million.

The Loan is secured by a pledge granted by the Company and its nominee of the shares held by it including those in i(X) Investments LLC and all other proceeds and property and assets owned by it. In addition, as part of the Facility Agreement, i(X) Investments LLC will pledge $4.0 million as a security at a deposit account with EDB. The Company will be able to invest this security deposit in certain money markets funds and other financial instruments and generate a return on deposited funds (currently expected to be approximately 4-5% per annum) thereby mitigating the interest payable. In addition, i(X) Investments LLC has undertaken to maintain a minimum cash balance in an operating account with amount varying depending on the remaining time to facility maturity but being zero if drawdowns are below $4 million.

In connection with the facility, i(X) Investments LLC has also agreed to give customary undertakings, warranties and indemnities to the Lender, the Agent and Security Agent including as to tax and undertakings not to undertake certain corporate transactions without consent.

Options

In April 2023, the Company issued a total of 6,324,545 options to subscribe for new Ordinary Shares in the Company ("Options") under the 2022 i(x) Net Zero Plc Equity Incentive Plan (the "EIP"). The Options all have an exercise price of 20p, being a 142.4 per cent premium to the previous day's closing share price on AIM of 8.25p. The Options vest over a period of three years, with a third vesting on each of the three successive anniversaries of the date of grant.

On 4 February 2022, in conjunction with its IPO, the Company issued options over Ordinary Shares representing approximately 6.3 per cent. of the Company's issued share capital under the EIP ("IPO Options"). In conjunction with the above issuance of Options, all remaining IPO Options that have not yet already lapsed, have been surrendered. In total, 2,166,157 share options have been surrendered, of which 1,375,589 were held by Par Lindstrom and 790,568 were held by Dmitri Tsvetkov.

Following the new grant of the Options, and the surrender of IPO Options, the Company has a total of 6,324,545 options to subscribe for new Ordinary Shares.

CEO Bonuses

In December 2022, the Company agreed to pay to Pär Lindström an incentive bonus of $200,000 (£160,772) in respect of the year ended 31 December 2022, an amount which equates to approximately 50% of his annual compensation for the year. In order to preserve the Company's cash resources and to demonstrate his commitment to the Company, Mr Lindström has agreed to apply this sum to a subscription of new ordinary shares at the previous day's closing price of 8.25p per share. This will result in the issue of 1,948,748 new ordinary shares to Mr Lindström ("2022 Bonus Shares"). The 2022 Bonus Shares represent 2.5% of the issued share capital prior to the issue of these shares.

Furthermore, as part of his promotion to CEO in January 2023, the Company agreed to pay Mr Lindström a promotion bonus based on increased responsibilities as CEO of $500,000 (£401,929) being approximately 120% of his 2023 annual compensation. In order to preserve the Company's cash resources and to demonstrate his commitment to the Company, Mr Lindström has also agreed to apply this sum to a subscription of new ordinary shares at previous day's closing price of 8.25p per share. This resulted in the issue of 4,871,870 new ordinary shares to Mr Lindström ("CEO Bonus Shares"). The CEO Bonus Shares represent 6.2% of the issued share capital prior to the issue of shares referred to in this announcement.

By way of further alignment to shareholders and the creation of shareholder value, in respect of the 2022 Bonus Shares and CEO Bonus Shares, the shares subscribed for by Mr Lindström pursuant to each of these bonus schemes will be subject to a risk of forfeiture and may not be sold or otherwise transferred until such forfeiture risk has lapsed. Specifically, Mr. Lindstrom may not sell, transfer, or otherwise transact in these shares until such time as the risk of forfeiture with respect to the bonus shares has lapsed. This forfeiture risk will expire if and when the Company's Net Asset value reaches and exceeds $120 million within the 24-month period following their issue ("NAV Hurdle"). If the NAV Hurdle is not met in that time period, the bonus shares will be forfeited back to the Company.

The 2022 Bonus Shares and the CEO Bonus Shares were admitted to trading on AIM London Stock Exchange on 26 April 2023.

Total Voting Rights

Following issuance of 2022 Bonus Shares and CEO Bonus Shares in April 2023, the Company has 85,877,429 Ordinary Shares in issue, each carrying the right to one vote. No Ordinary Shares are held by the Company in treasury. The total number of voting rights in the Company is therefore 85,877,429.

First Republic Bank

Management of the Company became aware of multiple banks being transferred into government receivership and the appointment of the Federal Deposit Insurance Corporation (the "FDIC") as receiver in March 2023. On 13 March 2023, the Company, after consulting with the Board, transferred all funds on deposit at First Republic Bank to their Trust account which is located at Key Bank. On 28 April 2023, the Company transferred the majority of these funds to fund their security deposit and operating account with European Depositary Bank S.A. On 1 May 2023, JPMorgan Chase & Co. acquired the substantial majority of assets, and assumed certain liabilities, of First Republic Bank from the FDIC. Subsequent to 1 May 2023, the Company transferred certain funds back to First Republic Bank for deposit in an operating account.

There were no other subsequent events identified by the Company's management which would require adjustment to, or disclosure in, the financial statements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR UOSVROAUNARR

Year Ended

Year Ended

31 December 2022

31 December 2021

Number of employees