Alpha Compute (ALP) buys 60% of GaMee Global in $3.5M gaming deal
Alpha Compute Corp has completed its acquisition of a 60% controlling stake in GaMee Global from Animoca Brands for total upfront consideration of $3.5 million. The price includes $1.5 million in cash and $2.0 million in equity at $1.00 per share, delivered as 99,800 ordinary shares plus pre-funded warrants exercisable for 1,900,200 shares.
GaMee Global’s audited IFRS financials show revenue of $3,195,139 in 2025 but a net loss of $1,677,583, with accumulated losses of $6,267,078 and net current liabilities of $8,972,057, leading the auditor to highlight substantial doubt about its ability to continue as a going concern. By contrast, Czech subsidiary Gamee Mobile generated 2024 service revenues of CZK 73,891 thousand and profit after tax of CZK 9,035 thousand, but reported a loss after tax of CZK 5,408 thousand in 2025, mainly driven by financial items.
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Insights
Alpha Compute closes a modest gaming acquisition while the main target carries going concern risk.
Alpha Compute is expanding into gaming and digital advertising by buying 60% of GaMee Global for $3.5 million, split between $1.5 million cash and equity valued at $2.0 million. Part of the equity is delivered via pre-funded warrants over 1,900,200 shares, which may be exercised later.
GaMee Global brings an established GAMEE platform with 2025 revenue of $3,195,139, but also a 2025 net loss of $1,677,583, negative equity of $6,267,065, and sizeable related-party debt. Its auditor explicitly notes substantial doubt about its ability to continue as a going concern, and management’s plans rely on shareholder financial support and future profitability.
Czech operating company Gamee Mobile s. shows more stable operations, with 2024 revenues of CZK 73,891 thousand and profit after tax of CZK 9,035 thousand, followed by a 2025 loss of CZK 5,408 thousand driven largely by foreign exchange and other financial items. Overall, the transaction adds scale and a functioning platform but also exposes Alpha Compute to loss-making entities and balance sheets dependent on group and shareholder funding. Detailed pro forma financials for the combined group are provided to help assess the consolidated impact.
Key Figures
Key Terms
going concern financial
pre-funded warrants financial
International Financial Reporting Standards financial
unaudited pro forma condensed combined financial
cash generating unit financial
expected credit losses financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2026
Commission File Number: 001-40086
Alpha Compute Corp
(Translation of registrant’s name into English)
Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110
(Address of principal executive office)
| Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. | |
| Form 20-F [ X ] | Form 40-F [ ] |
INCORPORATION BY REFERENCE
This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333-286961, 333-290827, 333-291341 and 333-291921) of Alpha Compute Corp (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Closing of the GaMee Transaction
As disclosed in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on March 20, 2026 (the “Signing Form 6-K”), Alpha Compute Corp (the “Company”) entered into a sale and purchase agreement (the “SPA”) with Animoca Brands Limited (“Animoca Brands”) to acquire a 60% controlling equity interest in Ga Mee Global Limited (“GaMee Global”), a wholly owned subsidiary of Animoca Brands, and certain digital tokens (the “GaMee Transaction”). On May 27, 2026, the Company completed this transaction. Prior to the closing of the GaMee Transaction (the “Completion”), Animoca Brands conducted a reorganization to transfer 100% of the equity of Gamee Limited, a company incorporated in the United Kingdom (the “UK Company”) to GaMee Global. The UK Company owns the entire equity in Gamee Mobile s.r.o., a company incorporated under the laws of the Czech Republic (the “Czech Company”).
At the Completion, the Company paid total upfront consideration of $3.5 million (the “Completion Consideration”), comprised of: (i) $1.5 million in cash, and (ii) $2.0 million in equity consideration in the Company, valued at $1.00 per share. The equity portion of the Completion Consideration under subparagraph (ii) was structured as a combination of ordinary shares of the Company (“Ordinary Shares”) and pre-funded warrants exercisable for Ordinary Shares (“Pre-Funded Warrants”). Specifically, Animoca Brands received: (i) 99,800 Ordinary Shares, and (ii) Pre-Funded Warrants exercisable for 1,900,200 Ordinary Shares, representing the balance of the equity portion of the Completion Consideration.
Shareholders Agreement
In connection with the Completion, the Company entered into a shareholders agreement with Animoca Brands and GaMee Global on May 27, 2026 (the “Shareholders Agreement”), which governs the ownership and management of GaMee Global. Pursuant to the Shareholders Agreement, GaMee Global appointed three directors, of whom two were nominated by the Company and one was nominated by Animoca Brands.
The terms of the SPA, the Pre-Funded Warrants, the Shareholders Agreement, and the other agreements entered into in connection with the GaMee Transaction were previously disclosed in the Signing Form 6-K, and are qualified in their entirety by reference to the full text of such agreements attached as exhibits thereto.
Financial Statements
The audited financial statements of GaMee Global for the fiscal years ended December 31, 2025 and 2024, together with the notes thereto and the auditor’s report thereon, is attached hereto as Exhibit 99.1.
The audited financial statements of the Czech Company for the fiscal years ended December 31, 2025 and 2024, together with the notes thereto and the auditor’s report thereon, is attached hereto as Exhibit 99.2.
The unaudited pro forma condensed combined balance sheet of the Company, giving effect to the GaMee Transaction, as of September 30, 2025 and the unaudited pro forma condensed combined statements of comprehensive loss of the Company for the six months ended September 30, 2025 and for the year ended March 31, 2025, together with the notes thereto, are attached hereto as Exhibit 99.3.
Press Release
On May 27, 2026, the Company issued a press release entitled “Alpha Compute Corp Completes Majority Acquisition Of Gaming Company Gamee”. A copy of the press release is attached hereto as Exhibit 99.4.
Exhibits
| Exhibit No. | Description | |
| 10.1 | Shareholders Agreement, dated May 27, 2026, by and between Alpha Compute Corp, Animoca Brands Limited and Ga Mee Global Limited. | |
| 23.1 | Consent of Morison LC PLT. | |
| 23.2 | Consent of TPA Audit s.r.o. | |
| 99.1 | Audited Financial Information of Ga Mee Global Limited for the fiscal years ended December 31, 2025 and 2024. | |
| 99.2 | Audited Financial Information of Gamee Mobile s.r.o. for the fiscal years ended December 31, 2025 and 2024. | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information of Alpha Compute Corp. (incorporated by reference to Exhibit 99.5 to the registrant’s Form 6-K filed with the SEC on March 20, 2026). | |
| 99.4 | Press Release, dated May 27, 2026. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 27, 2026
ALPHA COMPUTE CORP
| By: | /s/ Brittany Kaiser | |
| Brittany Kaiser | ||
| Chief Executive Officer | ||
Exhibit 99.1
GA MEE GLOBAL LIMITED (72357475)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED 31 DECEMBER 2025, 31 DECEMBER 2024 AND 31 DECEMBER 2023
GA MEE GLOBAL LIMITED
TABLE OF CONTENTS
| Statement by Directors | 1 |
| Report of Independent Registered Public Accounting Firm | 2-3 |
| Financial Statements: | |
| Statement of Financial Position | 4-5 |
| Statement of Profit and Loss and Other Comprehensive Income | 6 |
| Statement of Changes in Equity | 7 |
| Statement of Cash Flows | 8 |
| Notes to Financial Statements | 9-30 |
GA MEE GLOBAL LIMITED
STATEMENT BY DIRECTORS
The Directors of Ga Mee Global Limited state that, in their opinion, the accompanying financial statements are drawn up in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, so as to give a true and fair view of the financial position of the Company as at 31 December 2025, 31 December 2024 and 31 December 2023 and of the financial performance and the cash flows of the Company for the years ended on those dates.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue
/s/ Yusuf Mohammedi Goolamabbas
Yusuf Mohammedi Goolamabbas
15 May 2026
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDER AND THE BOARD OF DIRECTORS OF
GA MEE GLOBAL LIMITED (72357475)
(Incorporated in Hong Kong with limited liability)
Opinion on the Financial Statements
We have audited the accompanying financial statements of Ga Mee Global Limited, which comprises the statement of financial position of the Company as of 31 December 2025, 31 December 2024 and 31 December 2023, the statement of profit and loss and other comprehensive income, statement of changes in equity and statement of cash flows, for the years ended 31 December 2025, 31 December 2024 and 31 December 2023, and the related notes to the financial statements. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2025, 31 December 2024 and 31 December 2023, and the results of its operations and its cash flows for the years ended 31 December 2025, 31 December 2024 and 31 December 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred a net loss, had a capital deficiency and net current liabilities, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDER AND THE BOARD OF DIRECTORS OF
GA MEE GLOBAL LIMITED (72357475)
(Incorporated in Hong Kong with limited liability)
Basis for Opinion (Cont’d)
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ MORISON LC PLT
MORISON LC PLT
Firm Number: 202206000028 (LLP0032572-LCA)
Chartered Accountants
KUALA LUMPUR, MALAYSIA
15 May 2026
We have served as the Company’s auditor since 17 April 2026
3
GA MEE GLOBAL LIMITED
STATEMENT OF FINANCIAL POSITION
| ASSETS | Note | 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||||
| Non-current asset | ||||||||||||||||
| Intangible asset | 5 | 2,704,992 | 2,704,992 | 2,704,992 | ||||||||||||
| Current assets | ||||||||||||||||
| Amount due from a related company | 9 | - | 26,171 | 15,000 | ||||||||||||
| Trade receivables | 6 | 11,920 | 124,817 | 3,695 | ||||||||||||
| Other receivables | 7 | - | 3,311,851 | 3,311,851 | ||||||||||||
| Cash and bank balances | 8 | 165,525 | 127,424 | 27,669 | ||||||||||||
| 177,445 | 3,590,263 | 3,358,215 | ||||||||||||||
| Total assets | 2,882,437 | 6,295,255 | 6,063,207 | |||||||||||||
| EQUITY | ||||||||||||||||
| Share capital | 13 | 13 | 13 | |||||||||||||
| Accumulated losses | (6,267,078 | ) | (4,589,495 | ) | (4,149,338 | ) | ||||||||||
| Total equity | (6,267,065 | ) | (4,589,482 | ) | (4,149,325 | ) | ||||||||||
4
GA MEE GLOBAL LIMITED
STATEMENT OF FINANCIAL POSITION (cont’d)
| LIABILITIES | Note | 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||||
| Non-current liability | ||||||||||||||||
| Amount due to a related company | 9 | - | 2,863,846 | 2,823,271 | ||||||||||||
| Current liabilities | ||||||||||||||||
| Amount due to immediate holding company | 9 | 5,793,652 | 7,974,475 | 7,078,100 | ||||||||||||
| Amount due to a related company | 9 | 3,286,964 | 21,971 | 290,941 | ||||||||||||
| Other payables and accruals | 68,886 | 24,445 | 20,220 | |||||||||||||
| 9,149,502 | 8,020,891 | 7,389,261 | ||||||||||||||
| Total liabilities | 9,149,502 | 10,884,737 | 10,212,532 | |||||||||||||
| Total equity and liabilities | 2,882,437 | 6,295,255 | 6,063,207 | |||||||||||||
The accompanying notes are an integral part of the financial statements.
5
GA MEE GLOBAL LIMITED
STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
| Note | 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | |||||||||||||
| Revenue | 10 | 3,195,139 | 3,183,020 | 1,816,603 | ||||||||||||
| Cost of sales | (1,056,795 | ) | (423,423 | ) | (497,508 | ) | ||||||||||
| Gross profit | 2,138,344 | 2,759,597 | 1,319,095 | |||||||||||||
| Other income | 11 | 29,105 | 63,334 | 35,523 | ||||||||||||
| Net changes on impairment on financial assets | (77,138 | ) | - | - | ||||||||||||
| Administrative expenses | (3,727,319 | ) | (3,222,513 | ) | (3,374,201 | ) | ||||||||||
| Finance costs | 13 | (40,575 | ) | (40,575 | ) | (40,575 | ) | |||||||||
| Loss before taxation | (1,677,583 | ) | (440,157 | ) | (2,060,158 | ) | ||||||||||
| Taxation | 14 | - | - | - | ||||||||||||
| Loss after tax, representing total comprehensive loss | (1,677,583 | ) | (440,157 | ) | (2,060,158 | ) | ||||||||||
The accompanying notes are an integral part of the financial statements.
6
GA MEE GLOBAL LIMITED
STATEMENT OF CHANGES IN EQUITY
| Number of shares Unit | Share capital USD | Accumulated losses USD | Total USD | |||||||||||||
| As at 1 January 2023 | 100 | 13 | (2,089,180 | ) | (2,089,167 | ) | ||||||||||
| Net loss for the financial year, representing total comprehensive loss for the financial year | - | - | (2,060,158 | ) | (2,060,158 | ) | ||||||||||
| As at 31 December 2023 | 100 | 13 | (4,149,338 | ) | (4,149,325 | ) | ||||||||||
| As at 1 January 2024 | 100 | 13 | (4,149,338 | ) | (4,149,325 | ) | ||||||||||
| Net loss for the financial year, representing total comprehensive loss for the financial year | - | - | (440,157 | ) | (440,157 | ) | ||||||||||
| As at 31 December 2024 | 100 | 13 | (4,589,495 | ) | (4,589,482 | ) | ||||||||||
| As at 1 January 2025 | 100 | 13 | (4,589,495 | ) | (4,589,482 | ) | ||||||||||
| Net loss for the financial year, representing total comprehensive loss for the financial year | - | - | (1,677,583 | ) | (1,677,583 | ) | ||||||||||
| As at 31 December 2025 | 100 | 13 | (6,267,078 | ) | (6,267,065 | ) | ||||||||||
7
GA MEE GLOBAL LIMITED
STATEMENT OF CASH FLOWS
| Cash flows from operating activities | Note | 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||||
| Loss before taxation | (1,677,583 | ) | (440,157 | ) | (2,060,158 | ) | ||||||||||
| Adjustments for: | ||||||||||||||||
| Finance costs | 13 | 40,575 | 40,575 | 40,575 | ||||||||||||
| Impairment loss on trade receivables | 6 | 77,138 | - | - | ||||||||||||
| Interest income | 11 | (73 | ) | (63 | ) | (70 | ) | |||||||||
| Operating loss before working capital changes | (1,559,943 | ) | (399,645 | ) | (2,019,653 | ) | ||||||||||
| Decrease/(Increase) in trade receivables | 35,759 | (121,122 | ) | (3,695 | ) | |||||||||||
| Decrease/(Increase) in other receivables | 3,311,851 | - | (303,286 | ) | ||||||||||||
| Decrease/(Increase) in amount due from a related company | 26,171 | (11,171 | ) | (15,000 | ) | |||||||||||
| Increase in other payables and accruals | 44,441 | 4,225 | 20,220 | |||||||||||||
| (Decrease)/Increase in amount due to immediate holding company | (2,180,823 | ) | 896,375 | 2,213,177 | ||||||||||||
| Increase/(Decrease) in amount due to a related company | 360,572 | (268,970 | ) | 123,931 | ||||||||||||
| Cash generated from operating activities | 38,028 | 99,692 | 15,694 | |||||||||||||
| Interest received | 73 | 63 | 70 | |||||||||||||
| Net cash from operating activities | 38,101 | 99,7.5.5 | 15,764 | |||||||||||||
| Net increase in cash and cash equivalents | 38,101 | 99,755 | 15,764 | |||||||||||||
| Cash and cash equivalents at the beginning of the financial year | 127,424 | 27,669 | 11,905 | |||||||||||||
| Cash and cash equivalents at the end of the financial year | 165,525 | 127,424 | 27,669 | |||||||||||||
The accompanying notes are an integral part of the financial statements.
8
GA MEE GLOBAL LIMITED (72357475)
Note 1. Corporate Information
General information
Ga Mee Global Limited is a limited liability company incorporated in Hong Kong. Its registered office is located at 28/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong.
The principal activities of the company were the provision of advertisement in games.
The financial results, position, performance, and cash flows for the years ended 31 December 2025, 31 December 2024 and 31 December 2023 of the Company were authorised for issue by the Board of Directors on the date of the Statement by Directors.
Note 2: Basis of Presentation
Statement of Compliance
The financial statements for the years ended 31 December 2025, 31 December 2024 and 31 December 2023 of the Company have been prepared in accordance with International Accounting Standards (“IAS”) and International Financial Reporting Standards (“IFRS”) issued by International Accounting Standards Board (“IASB”).
The financial statements have been prepared under the historical cost convention, unless otherwise indicated in the significant policies below.
Adoption of new and amended statements
The Company has adopted all the new, revised IAS, IFRS and interpretations and amendments to IAS, IFRS issued by the IASB that are mandatory for financial year beginning on 1 January 2025.
Annual periods beginning on or after 1 January 2025
Amendments to IAS 21, “Lack of Exchangeability”
9
Note 2: Basis of Presentation (cont’d)
Standards issued but not yet effective
The following are accounting standards, amendments and interpretations of the IFRS framework that have been issued by the International Accounting Standards Board (“IASB”) but have not been adopted by the Group:
Annual periods beginning on/after 1 January 2026
Amendments to IFRS 7 and 9, “Classification and Measurement of Financial
Instruments” Amendments to IFRS 7 and 9, “Contracts Referencing Nature-dependent
Electricity”Annual Improvements to IFRS Accounting Standards—Volume 11
Annual periods beginning on/after 1 January 2027
IFRS 18, “Presentation in Financial Statements” (Original Issue)
IFRS 19, “Subsidiaries without Public Accountability: Disclosures”
Amendments to IFRS 19, “Subsidiaries without Public Accountability: Disclosures”
Amendments to IAS 21, “Translation to a Hyperinflationary Presentation Currency”
Effective date yet to be determined
Amendments to IFRS 10, “Consolidated Financial Statements” and IAS 28, “Investments in Associates and Joint Ventures” (Sale or Contribution of Assets between an Investor and its Associate or Joint Venture)
The Company intends to adopt the above new and amendments to IAS, IFRSs when they become effective.
The adoption of these new and amendments to IAS, IFRS pronouncements did not result in significant changes to the Group’s accounting policies and has no material effect on the amounts or the disclosures reported for the current or prior reporting periods.
Functional and presentation currency
The financial statements of the Company are presented in United States Dollars (“USD”) which is also the Company’s functional currency. All financial information presented in USD has been rounded to the nearest USD, unless otherwise stated.
10
Note 2: Basis of Presentation (cont’d)
Going concern assumption
As of 31 December 2025, the Company incurred a net loss of USD1,677,583 (2024: USD440,157; 2023: USD2,060,158) and, as of 31 December 2025, the Company has a capital deficiency USD6,267,065 (2024: USD4,589,482; 2023: USD4,149,325) and net current liabilities of USD8,972,057 (2024: USD4,430,628; 2023: USD4,031,046) as a result of losses incurred in the current and previous financial year. However, the financial statements of the Company have been prepared on the basis of accounting principles applicable to a going-concern. This going concern basis presumes that the Company will be able to operate profitably in the foreseeable future and financial support from the shareholder will continue to be made available to the Company and, consequently, the realisation of assets and the settlement of liabilities will occur in the ordinary course of business.
Note 3. Summary of Material Accounting Policies
The Company applies the material accounting policies set out below, consistently throughout all periods presented in the financial statements unless otherwise stated.
(a) Intangible assets
Intangible assets acquired are measured initially at cost. Following initial acquisition, intangible asset is measured at cost less any accumulated impairment losses.
Intangible asset is tested for impairment annually, irrespective of whether there is any indication of impairment. The useful life of intangible asset is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the change in useful life from indefmite to finite is made on a prospective basis.
Intangible asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amounts is recognised in the profit or loss in the year the asset is derecognised.
11
Note 3. Summary of Material Accounting Policies (cont’d)
(b) Financial instruments
Financial assets and financial liabilities are recognised in the the Company’s statement of financial position when the Company become a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
(c) Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
· the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
· the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (“FVTOCI”):
· the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
· the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount.
12
Note 3. Summary of Material Accounting Policies (cont’d)
(c) Financial assets (cont’d)
Classification of financial assets (cont’d)
By default, all other financial assets are measured subsequently at fair value through profit or loss (“FVTPL”).
Despite the foregoing, the Company may make the following irrevocable election/designation at initial recognition of a financial asset:
· the Company may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and
· the Company may irrevocably designate a debt instrument that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial assets other than purchased or originated credit impaired financial assets (i.e. assets that are credit impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit impaired financial assets, a credit adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
13
Note 3. Summary of Material Accounting Policies (cont’d)
(c) Financial assets (cont’d)
Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost and at FVTOCI. For financial assets other than purchased or originated credit impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit impaired. For financial assets that have subsequently become credit impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit impaired financial instrument improves so that the financial asset is no longer credit impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset.
For purchased or originated credit impaired financial assets, the Company recognise interest income by applying the credit adjusted effective interest rate to the amortised cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit impaired.
(d) Financial liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest method.
Amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
14
Note 3. Summary of Material Accounting Policies (cont’d)
(e) Impairment of financial assets
The Company recognised an allowance for expected credit losses (“ECL”) for all debt instruments not held at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (“a lifetime ECL”).
(f) Impairment of non-financial assets
Assets that have an indefinite useful life, such as goodwill or intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation and depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash generating units.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss unless it reverses a previous revaluation in which it is charged to the revaluation surplus.
Impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that the asset’s carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to profit or loss in the financial year in which the reversals are recognised.
15
Note 3. Summary of Material Accounting Policies (coned)
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits, if any.
(h) Share capital
Ordinary shares are classified as equity. Other shares are classified as equity and/or liability according to the economic substance of the particular instrument. The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.
(i) Revenue recognition
(i) Revenue from contracts with customers
Revenue is recognised when the Company satisfied a performance obligation (“PO”) by transferring a promised good or services to the customer, which is when the customer obtains control of the good or service. A PO may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied PO.
Revenue is recognised based on the price specified in the contract net of the rebates, discounts and taxes. Payment of the transaction price is due immediately at the point the customer purchases the goods.
The Company recognises revenue from the following sources:
Advertising income
The Company has contracts with customers to promote their business on the Company’s gaining platform GAMEE. Revenue is recognised at a point in time (i.e., upon completion of campaign) because this is when the customer benefits from the Company’s advertising service.
Sales income
Revenue from sales is recognised at the point in time when control of the good is transferred to the customer, generally on confirmation of blockchain, occurrence of subsequent sale or delivery of goods.
16
Note 3. Summary of Material Accounting Policies (cont’d)
(i) Revenue recognition (cont’d)
(ii) Other
revenue and income
Interest income
Interest income is recognised on an accrual basis using the effective interest method.
Note 4. Significant accounting judgements, estimates and assumptions
The preparation of the financial statements in conformity with IAS and IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting dates. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.
Judgements
In the process of applying the Company’s accounting policies, the directors are of the opinion which there are no instances of application of judgements that are expected to have a significant effect on the amounts recognised in the financial statements.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period are set out below:
Useful life of intangible assets
The determination of the useful life of intangible assets requires management judgement as to whether the asset has a finite or indefinite useful life. In making this assessment, the Company considers factors including expected usage of the asset, technological and commercial obsolescence, industry trends, and the ability of the asset to generate future economic benefits. Intangible assets assessed as having an indefinite useful life are not amortised but are tested annually for impairment.
17
Note 4. Significant accounting judgements, estimates and assumptions (Cont’d)
Key sources of estimation uncertainty (cont’d)
Impairment of intangible assets
Impairment is measured by comparing the carrying amount of an asset with its recoverable amount. The recoverable amount is measured at the higher of the fair value less cost to sell for that asset and its value-in-use. The value-in-use is the net present value of the projected cash flow derived from that asset discounted at an appropriate discount rate. Changes to any of these assumptions would affect the amount of impairment.
Note 5: Intangible Asset
| Intellectual property USD | ||||
| Cost/Net carrying amount | ||||
| At 1 January 2023/31 December 2023/31 December 2024/31 December 2025 | 2,704,992 | |||
Right-of-use of intellectual properties were acquired from a fellow subsidiary, Gamee Mobile s.r.o., on 1 February 2021. The Company acquired the GAMEE Project (“GAMEE”), which was developed by the fellow subsidiary, together with related trademarks and associated platform intellectual property.
The acquired right-of-use of intellectual property has been assessed by the Directors as having an indefinite useful life. In making this assessment, the Directors considered that there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows, taking into account the continued commercial viability and development of the blockchain-based gaming and digital engagement sector, as well as the platform-based nature of the GAMEE ecosystem which allows for continuous enhancement, expansion, and deployment of new gaming content without requiring replacement of the underlying infrastructure. The Directors further considered the Company’s established and expanding user base and strategic affiliation within the Animoca Brands Limited and its subsidiaries, which supports sustained engagement and monetisation through a recurring advertising-based revenue model operating across multiple digital platforms. In addition, the platform continues to be actively maintained and enhanced in accordance with its published development roadmap, supporting ongoing technological evolution rather than replacement of the core system. The Directors also noted that the underlying blockchain infrastructure supporting the platform is continuously evolving and does not, in itself, impose a finite operational life on the intellectual property.
The recoverable amounts of the intellectual property at the end of the financial year is determined from value in use calculations by discounting the future cash flows generated from the continuing use of the cash generating unit (“CGU”).
18
Note 5: Intangible Asset (Cont’d)
The key assumptions for the value in use calculations are those regarding the discount rates and growth rates during the period. Management estimates discount rates that reflect the current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on past results and budgets done by management.
The Company prepares cash flow forecasts derived from the most recent financial forecasts approved by management for the next five (5) years. The rate used to discount the forecast cash flows is 6%.
As at 31 December 2025, any reasonably possible change to the key assumptions applied is not likely to cause the recoverable amounts to be below the carrying amounts of the respective CGUs. Having considered the above, the management is of the view that there is no impairment of intellectual property as at 31 December 2025.
Note 6: Trade Receivables
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| Trade receivables | 89,058 | 124,817 | 3,695 | |||||||||
| Less: Allowance for impairment losses | (77,138 | ) | - | - | ||||||||
| 11,920 | 124,817 | 3,695 | ||||||||||
Trade receivables are generally on 30 days term (2024: 30 days; 2023: 30 days). They are recognised at their original invoice amounts which represent their fair values on initial recognition. Other credit terms are approved on a case-by-case basis.
Movements in the impairment loss on trade receivables during the financial year are as follows:
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| At beginning of the financial year | - | - | - | |||||||||
| Impairment losses recognised | 77,138 | - | - | |||||||||
| At end of the financial year | 77,138 | - | - | |||||||||
19
Note 6: Trade Receivables (Cont’d)
The aged analysis of trade receivables as at the end of the reporting period:
| 31 December 2025 | Gross amount USD | Loss allowance USD | Net amount USD | |||||||||
| Not past due | ||||||||||||
| Current | 11,920 | - | 11,920 | |||||||||
| Individually impaired | 77,138 | (77,138 | ) | - | ||||||||
| 89,058 | (77,138 | ) | 11,920 | |||||||||
| 31 December 2024 | ||||||||||||
| Not past due | ||||||||||||
| Current | 7,817 | - | 7,817 | |||||||||
| Past due | ||||||||||||
| More than 90 days | 117,000 | - | 117,000 | |||||||||
| 124,817 | - | 124,817 | ||||||||||
| 31 December 2023 | ||||||||||||
| Not past due | ||||||||||||
| Current | 3,695 | - | 3,695 | |||||||||
The Company determines that a trade receivable is credit-impaired when the customer is experiencing significant financial difficulty and has defaulted in payments. Unless otherwise demonstrated, the Company generally considers a default to have occurred when the trade receivable is more than 120 days past due. The gross carrying amount of a credit-impaired trade receivable is directly written off when there is no reasonable expectation of recovery. This normally occurs when there is reasonable proof of customer insolvency.
The average credit loss rates were based on the payment profile of revenue over a period of 12 months and the corresponding historical credit losses experienced during the period. The rates were adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
Trade receivables that are past due but not impaired are relate to a number of independent customers for whom there is no recent history of default.
20
Note 7: Other Receivables
The carrying amounts of other receivables approximated to their fair value as at 31 December 2025, 2024 and 2023. The expected credit losses as at 31 December 2025, 2024 and 2023 were considered to be minimal.
Note 8: Cash and Bank Balances
Cash and bank balances are placed with reputable financial institutions with low credit risk. Accordingly, their expected credit losses are not considered to be material and hence, have not been recognised.
Note 9: Amount Due From/(To) Related Companies
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | |||||||||||||
| Due from a related company | (a) | - | 26,171 | 15,000 | |||||||||||
| Due to a related company | (a) | (382,543 | ) | (21,971 | ) | (290,941 | ) | ||||||||
| Due to immediate holding company | (a) | (5,793,652 | ) | (7,974,475 | ) | (7,078,100 | ) | ||||||||
| Loan from a related company | (b) | (2,904,421 | ) | (2,863,846 | ) | (2,823,271 | ) | ||||||||
| (a) | The balances with related companies and immediate holding company are unsecured, interest-free and repayable on demand. |
| (b) | Loan from a related company is unsecured and matures on 1 February 2026. The interest rate (per annum) of the loan is 1.5% (2024: 1.5%; 2023: 1.5%). |
21
Note 10: Revenue
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| At point in time | ||||||||||||
| Revenue from contracts with customers | ||||||||||||
| - Advertising income | 3,154,427 | 2,895,878 | 1,485,749 | |||||||||
| - Sale income | 40,712 | 287,142 | 330,854 | |||||||||
| 3,195,139 | 3,183,020 | 1,816,603 | ||||||||||
The timing of revenue recognition is at a point in time when the goods are delivered and accepted by customers.
Note 11: Other Income
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| Bank interest income | 73 | 63 | 70 | |||||||||
| Service income from a fellow subsidiary | 29,032 | 63,245 | 35,453 | |||||||||
| Other income | - | 26 | - | |||||||||
| 29,105 | 63,334 | 35,523 | ||||||||||
Note 12: Loss Before Taxation
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| Service fees to a fellow subsidiary | 3,437,141 | 3,051,379 | 3,339,495 | |||||||||
| Auditor’s remuneration | 45,729 | 12,237 | 12,208 | |||||||||
| Impairment loss on trade receivables | 77,138 | - | - | |||||||||
Note 13: Finance Costs
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| Interest on loan from a fellow subsidiary | 40,575 | 40,575 | 40,575 | |||||||||
22
Note 14: Taxation
No provision for Hong Kong profits tax has been made as the Company did not generate any assessable profits arising in Hong Kong during the year (2024: Nil; 2023: Nil).
A reconciliation of the tax expense applicable to loss before tax at the statutory rate to the tax expense at the effective tax rate is as follows:
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| Loss before taxation | (1,677,583 | ) | (440,157 | ) | (2,060,158 | ) | ||||||
| Tax at statutory tax rate of 16.5% | (276,801 | ) | (72,626 | ) | (339,926 | ) | ||||||
| Income not subject to tax | (12 | ) | (10 | ) | (12 | ) | ||||||
| Tax losses not recognised | 276,813 | 72,636 | 339,938 | |||||||||
The Company has tax losses arising in Hong Kong of USD 6,190,828 (2024: USD4,513,172; 2023: USD4,072,952) that are available indefinitely for offsetting against its future taxable profits. Deferred tax assets have not been recognised in respect of these losses as the Company has been loss-making for some time and it is not considered probable that taxable profits will be available against which the tax losses can be utilised.
Note 15: Related Party Disclosures
For the purposes of these financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control. Related parties may be individuals or other entities.
Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Company either directly or indirectly. The key management personnel comprise the Director and management personnel of the Company, having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly.
23
Note 15: Related Party Disclosures (Cont’d)
Significant related party transactions
Related party transactions have been entered into in the normal course of business under negotiated terms. In addition to the related party balances disclosed elsewhere in the financial statements, the significant related party transactions between the Company and a related party are as follows:
| 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | ||||||||||
| Service income from a related company | 29,032 | 63,245 | 35,453 | |||||||||
| Service fees to a related company | (3,437,141 | ) | (3,051,379 | ) | (3,339,495 | ) | ||||||
| Interest expenses to a related company | (40,575 | ) | (40,575 | ) | (40,575 | ) | ||||||
| Service recharge to immediate holding company | (61,919 | ) | - | - | ||||||||
24
Note 16: Financial Instruments
(a) Classification of financial instruments
Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. The principal accounting policies in Note 3 describe how the classes of financial instruments are measured, and how income and expense, including fair value gains and losses, are recognised.
The following table analyses the financial assets and liabilities in the statement of financial position by the class of financial instruments to which they are assigned, and therefore by the measurement basis:
| At amortised cost | 31 December 2025 USD | 31 December 2024 USD | 31 December 2023 USD | |||||||||
| Financial assets | ||||||||||||
| Amount due from a related company | - | 26,171 | 15,000 | |||||||||
| Trade receivables | 11,920 | 124,817 | 3,695 | |||||||||
| Other receivables | - | 3,311,851 | 3,311,851 | |||||||||
| Cash and bank balances | 165,525 | 127,424 | 27,669 | |||||||||
| 177,445 | 3,590,263 | 3,358,215 | ||||||||||
| Financial liabilities | ||||||||||||
| Amount due to immediate holding company | 5,793,652 | 7,974,475 | 7,078,100 | |||||||||
| Amount due to a related company | 382,543 | 21,971 | 290,941 | |||||||||
| Loan from a related company | 2,904,421 | 2,863,846 | 2,823,271 | |||||||||
| Other payables and accruals | 68,886 | 24,445 | 20,220 | |||||||||
| 9,149,502 | 10,884,737 | 10,212,532 | ||||||||||
(b) Financial risk management objectives and policies
The Company standardised financial risk management policy is to ensure that adequate financial resources are available for the development of the Company whilst managing its financial risks, including credit risk, liquidity risk, foreign currency risk and interest risk. The Company operates within clearly defined guidelines that are approved by the Board and the Parent’s policy is not to engage in speculative transactions.
25
Note 16: Financial Instruments (cont’d)
(b) Financial risk management objectives and policies (cont’d)
The following sections provide details regarding the Company’s exposure to the abovementioned financial risks and the objective, policies and processes for the management of these risks.
(i) Credit risk
Financial assets that are primarily exposed to credit risks are receivables, inter-company balances and cash and bank balances.
Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s exposure to credit risk arises principally from the inability of its customers to make payments when due.
The carrying amounts of the financial assets recorded on the statement of financial position at the end of the reporting period represent the Company’s maximum exposure to credit risk.
(ii) Liquidity risk
Liquidity risk refers to the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.
The Company’s funding requirements and liquidity risk are managed with the objective of meeting business obligations on a timely basis. The Company finances its liquidity through internally generated cash flows and minimises liquidity risk by keeping committed credit lines available.
26
Note 16: Financial Instruments (cont’d)
(b) Financial risk management objectives and policies (cont’d)
(ii) Liquidity risk (cont’d)
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Company’s financial liabilities at the end of the reporting period based on undiscounted contractual payments:
| 31 December 2025 | Total carrying amount USD | On demand or within 1 year USD | 2 to 5 years USD | More than 5 years USD | Total undiscounted cash flow USD | |||||||||||||||
| Amount due to immediate holding company | 5,793,652 | 5,793,652 | - | - | 5,793,652 | |||||||||||||||
| Amount due to a related company | 382,543 | 382,543 | - | - | 382,543 | |||||||||||||||
| Loan from a related company | 2,904,421 | 2,907,867 | - | - | 2,907,867 | |||||||||||||||
| Other payables and accruals | 68,886 | 68,886 | - | - | 68,886 | |||||||||||||||
| 9,149,502 | 9,152,948 | - | - | 9,152,948 | ||||||||||||||||
| 31 December 2024 | ||||||||||||||||||||
| Amount due to immediate holding company | 7,974,475 | 7,974,475 | - | - | 7,974,475 | |||||||||||||||
| Amount due to a related company | 21,971 | 21,971 | - | - | 21,971 | |||||||||||||||
| Loan from a related company | 2,863,846 | - | 2,907,867 | - | 2,907,867 | |||||||||||||||
| Other payables and accruals | 24,445 | 24,445 | - | - | 24,445 | |||||||||||||||
| 10,884,737 | 8,020,891 | 2,907,867 | - | 10,928,758 | ||||||||||||||||
27
Note 16: Financial Instruments (cont’d)
(b) Financial risk management objectives and policies (cont’d)
(ii) Liquidity risk (cont’d)
Analysis of financial instruments by remaining contractual maturities (cont’d)
The table below summarises the maturity profile of the Company’s financial liabilities at the end of the reporting period based on undiscounted contractual payments: (cont’d)
| 31 December 2023 | Total carrying amount USD | On demand or within 1 year USD | 2 to 5 years USD | More than 5 years USD | Total undiscounted cash flow USD | |||||||||||||||
| Amount due to immediate holding company | 7,078,100 | 7,078,100 | - | - | 7,078,100 | |||||||||||||||
| Amount due to a related company | 290,941 | 290,941 | - | - | 290,941 | |||||||||||||||
| Loan from a related company | 2,823,271 | - | 2,907,867 | - | 2,907,867 | |||||||||||||||
| Other payables and accruals | 20,220 | 20,220 | - | - | 20,220 | |||||||||||||||
| 10,212,532 | 7,389,261 | 2,907,867 | - | 10,297,128 | ||||||||||||||||
28
Note 16: Financial Instruments (cont’d)
(b) Financial risk management objectives and policies (cont’d)
(iii) Interest rate risk
The Company’s exposure to interest rate risk arises mainly from interest-bearing financial instruments, namely a loan from a related company. These instruments bear interest at fixed rates and, accordingly, the Company is not exposed to significant cash flow interest rate risk.
As the Company does not account for its fixed rate financial instruments at fair value through profit or loss, any change in interest rates at the end of the reporting period would not affect its profit or loss (and equity). No disclosure of sensitivity analysis is presented as there is no floating rate instrument outstanding as at end of the financial year.
| (c) | Fair values of financial instruments |
The carrying amounts of short-term receivables and payables and cash and cash equivalents approximate their fair value due to the relatively short-term nature of these financial instruments and insignificant impact of discounting.
(i) Policy on transfer between levels
The fair value of an asset to be transferred between levels is determined as of the date of the event or change in circumstances that caused the transfer. There were no transfers between levels during current and previous financial period.
(ii) Level I fair value
Level I fair value is derived from quoted prices (unadjusted) m active markets for identical assets or liabilities.
(iii) Level 2 fair value
Level 2 fair value is estimated using inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
(iv) Level 3 fair value
Level 3 fair values for the financial assets and liabilities are estimated using unobservable inputs.
29
Note 17: Capital Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholder and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amounts of dividends paid to shareholder, return capital to shareholder, issue new shares or sell assets to reduce debt. The combining entities are not subject to any externally imposed capital requirements.
There were no changes in the Company’s approach to capital management during the financial year.
Note 18: Event After the Reporting Period
| (i) | On 20 January 2026, the Company acquired 100% interest in Gamee Limited, a fellow subsidiary as at 31 December 2025, from the immediate holding company Animoca Brands Limited at a total consideration of EUR 4,505,000. |
| (ii) | On 19 March 2026, the Company and AlphaTON Capital Corp, a specialized digital asset treasury company focused on building a strategic TON reserve and public markets access to the high-growth Telegram ecosystem executed a Sale and Purchase Agreement. Under the terms and conditions set out in the Sale and Purchase Agreement, AlphaTon Capital Corp will acquire a 60% equity interest in the Company and 51% of the GAMEE (GMEE) and Watcoin (WAT) tokens held in the Company’s treasury. |
Note 19: Date of Authorisation for Issue
The financial statements of the Company for the year ended 31 December 2025, 31 December 2024 and 31 December 2023 were authorised for issuance by the Board of Directors on 15 May 2026, in accordance with the Statement by Directors.
30
Exhibit 99.2
Gamee Mobile s.r.o.
Financial Statements
As of and for the year ended 31 December 2024

Independent Auditors' Report
To the Shareholder and Directors of Gamee Mobile s.r.o.
Identification of the Company: Gamee Mobile s.r.o.
| Identification No.: | 29103746 |
| Registered Office: | Rašínovo nábřeží 71/10, 128 00 Prague 2, Czech Republic |
| Legal Form: | Limited Liability Company |
| File Number: | C 281545, Trade Register Court Prague |
Opinion
We have audited the financial statements of Gamee Mobile s.r.o. ("the Company"), which comprise the balance sheet as of 31 December 2024, and the related statement of income, changes in stockholders' equity and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2024, and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards („IFRS").
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS) and in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits, which include relevant ethical requirements in the United States of America and the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
TPA Audit s.r.o. 140 00 Prague 4, Antala Staška 2027/79 Tel.: +420 222 826 311, E-mail: audit@tpa-group.cz, www.tpa-group.cz Branches: 746 01 Opava, Veleslavinova 240/8, 703 00 Ostrava, Ruská 83/24 ID: 60203480, Certificate no. 80 of the Chamber of Auditors of the Czech Republic, Municipal Court in Prague, file no. C.25463 Albania | Austria | Bulgaria | Croatia | Czech Republic
| Hungary |

Responsibilities of Management and Those Charged with Governance for the Financial Statements (continued)
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time; to disclose, as applicable, matters related to going concern; and to use the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and ISAs will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS and ISAs, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. |
| · | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
| TPA Audit s.r.o. | Stránka 2 z 3 |

Auditors' Responsibilities for the Audit of the Financial Statements (continued)
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.
Prague, Czech Republic
20 May 2026
/s/ Pavel Pražák
Auditor: Pavel Pražák |
/s/ TPA Audit s.r.o.
TPA Audit s.r.o. Antala Staška 2027/79, Praha 4 Certificate No. 080 KAČR |
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2024
For the
year ended 31 December | Note | 2024 | 2023 | |||||||||
| Revenues from services | 3 | 73 891 | 73 810 | |||||||||
| Other operating revenues | - | 797 | ||||||||||
| Total revenues | 73 891 | 74 607 | ||||||||||
| Costs of provided services | 4 | 59 666 | 61 301 | |||||||||
| Payroll costs | 4 | 8 957 | 7 400 | |||||||||
| Other operating costs | 4 | 1 773 | 1 842 | |||||||||
| Operating result | 3 495 | 4 064 | ||||||||||
| Interest income | 947 | 895 | ||||||||||
| Interest expense | 74 | 105 | ||||||||||
| Other financial expenses – net (cost (+) / income (-)) | 5 | 5 393 | 1 279 | |||||||||
| Financial result | 6 266 | 489 | ||||||||||
| Profit or loss before tax | 9 761 | 3 575 | ||||||||||
| Income tax | 6 | 726 | 1 723 | |||||||||
| Net result after tax | 9 035 | 5 298 | ||||||||||
| Profit for the year and total comprehensive income | 9 035 | 5 298 | ||||||||||
1
Gamee Mobile s.r.o.
STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2024
As of 31 December
| In thousands of CZK | Note | 31.12.2024 | 31.12.2023 | 31.12.2022 | ||||||||||||
| NON-CURRENT ASSETS | ||||||||||||||||
| Non–current receivables | 69 414 | 63 174 | 62 934 | |||||||||||||
| Other non-current assets | 3 462 | 4 910 | 3 795 | |||||||||||||
| Non-current assets | 7 | 72 876 | 68 084 | 66 729 | ||||||||||||
| CURRENT ASSETS | ||||||||||||||||
| Trade receivables | 8 | 12 733 | 17 838 | 16 292 | ||||||||||||
| Other receivables | 3 201 | 1 937 | 1 558 | |||||||||||||
| Cash and bank balance | 9 | 16 970 | 8 207 | 7 482 | ||||||||||||
| Current assets | 32 904 | 27 982 | 25 332 | |||||||||||||
| Total assets | 105 780 | 96 066 | 92 061 | |||||||||||||
| In thousands of CZK | Note | 31.12.2024 | 31.12.2023 | 31.12.2022 | ||||||||||||
| EQUITY | ||||||||||||||||
| Share capital | 471 | 471 | 471 | |||||||||||||
| Other capital funds | 118 063 | 118 063 | 118 063 | |||||||||||||
| Retained earnings | (33 386) | (42 389) | 48 007 | |||||||||||||
| Total equity | 85 148 | 76 145 | 70 527 | |||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||
| Lease liability – long -term | 1 069 | 1 881 | 2 634 | |||||||||||||
| Non-current liabilities | 1 069 | 1 881 | 2 634 | |||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||
| Advances received | 12 278 | 11 303 | 11 361 | |||||||||||||
| Trade payables | 4 497 | 4 327 | 5 732 | |||||||||||||
| Lease liability – short-term | 782 | 752 | 752 | |||||||||||||
| Other liabilities | 2 006 | 1 658 | 1 055 | |||||||||||||
| Current liabilities | 11 | 19 563 | 18 070 | 18 900 | ||||||||||||
| Total liabilities | 20 683 | 20 004 | 21 534 | |||||||||||||
| Total equity and liabilities | 105 780 | 96 066 | 92 061 |
2
Gamee Mobile s.r.o.
CASH FLOW STATEMENT
31 DECEMBER 2024
For the year ended 31 December
| In thousands of CZK | 2024 | 2023 | ||||||
| Profit before tax | 9 761 | 3 575 | ||||||
| Adjustment for: | ||||||||
| Other non-cash items | 60 | 249 | ||||||
| Interest income | (947 | ) | (859 | ) | ||||
| Unrealised FX gains on translation of loan to mother company | (6 240) | (240 | ) | |||||
| Change in receivables | 4 471 | (6 528 | ) | |||||
| Change in liabilities | 711 | 3 669 | ||||||
| Cash generated from operations | 7 816 | (170 | ) | |||||
| Interest received | 947 | 895 | ||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 8 763 | 725 | ||||||
| Cash and cash equivalents at beginning of year | 8 207 | 7 482 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 16 970 | 8 207 |
3
Gamee Mobile s.r.o.
STATEMENT OF CHANGES IN EQUITY
31 DECEMBER 2024
| In thousands of CZK | Share Capital | Other capital funds |
Accumulated profit / (loss) | Total Equity | ||||||||||||
| As at 1 January 2023 | 471 | 118 063 | (47 687) | 70 847 | ||||||||||||
| Profit for the year | - | - | 5 298 | 5 298 | ||||||||||||
| As at 31 December 2023 | 471 | 118 063 | (42 389) | 76 145 | ||||||||||||
| Profit for the year | - | - | 9 035 | 9 035 | ||||||||||||
| Other | - | - | (32 | ) | (32 | ) | ||||||||||
| At 31 December 2024 | 471 | 118 063 | (33 386) | 85 148 |
4
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
1. CORPORATE INFORMATION
1.1 Description of the company
| Company: | Gamee Mobile s.r.o. (hereinafter referred to as the "Company") |
| Identification number: | 29103746 |
| Date of Establishment: | The Company was registered into commercial register on 8 July 2010 |
| Registered Office: | Rašínovo nábřeží 71/10, Vyšehrad, 128 00 Praha 2 |
| Legal form: | Limited liability company |
| Subject of business: | Providing IT development services. |
| Country of incorporation: | Czech Republic |
| Accounting period: | 1 January 2024 – 31 December 2024 |
| Trade Register File Nr: Section C 281545, entry of the Commercial Register kept by the Regional Court in Prague | |
1.2 Members of the statutory bodies
The Statutory Director during both the current and comparative periods (2024 and 2023) was Robert William Hong-San Yung.
Božena Řežábová was proxy holder in 2023 and until 18 September 2024, Martin Žákovec is proxy holder starting from 18 September 2024.
1.3 Employees
In both 2024 and 2023, the Company had 3 employees (average FTE).
2.1 STATEMENT OF COMPLIANCE
The attached financial statements of the Company were prepared in accordance with International Financial Reporting Standards (IFRS).
2.2 BASIS OF PREPARATION
The accounting period for 2024 is the period of twelve months from 1 January 2024 to 31 December 2024.
These financial statements have been prepared under historical cost convention. These IFRS financial statements are presented in thousands of CZK (rounded using generally accepted methods), unless stated otherwise.
The Company's management, when preparing the financial statements, considered the going concern assumption. They concluded that the going concern assumption is not jeopardized. Therefore, the financial statements as of 31 December 2024 and for the year ended, were prepared on the basis that the Company will continue to operate as a going concern.
5
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
2.3 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Company has adopted the following revised IFRSs, which are applicable to the Company for the first time in the current year’s financial statements.
| Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback |
| Amendments to IAS 1 | Classification of Liabilities as Current or Non-current (the “2020 Amendments”) |
| Amendments to IAS 1 | Non-current Liabilities with Covenants (the “2022 Amendments”) |
Amendments to IFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. Since the Company has no sale and leaseback transactions with variable lease payments that do not depend on an index or a rate occurring from the date of initial application of IFRS 16, the amendments did not have any impact on the financial position or performance of the Company.
The 2020 Amendments clarify the requirements for classifying liabilities as current or non-current, including what is meant by a right to defer settlement and that a right to defer must exist at the end of the reporting period. Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement. The amendments also clarify that a liability can be settled in its own equity instruments, and that only if a conversion option in a convertible liability is itself accounted for as an equity instrument would the terms of a liability not impact its classification. The 2022 Amendments further clarify that, among covenants of a liability arising from a loan arrangement, only those with which an entity must comply on or before the reporting date affect the classification of that liability as current or non-current. Additional disclosures are required for non-current liabilities that are subject to the entity complying with future covenants within 12 months after the reporting period.
The Company has reassessed the terms and conditions of its liabilities as at 1 January 2023 and 2024 and concluded that the classification of its liabilities as current or non-current remained unchanged upon initial application of the amendments. Accordingly, the amendments did not have any impact on the financial position or performance of the Company.
2.4 ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS
The Company has not early applied the revised IFRSs that have been issued but are not yet effective for the accounting year ended 31 December 2024 in these financial statements. Among these new and revised IFRSs, the following are expected to be relevant to the Company’s financial statements upon becoming effective:
| IFRS 18 | Presentation and Disclosure in Financial Statement2 |
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures2 |
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments1 |
| Annual improvements to IFRS Accounting and Standards – Volume 11 | Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 IAS 71 |
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
IFRS 18 replaces IAS 1 Presentation of Financial Statements. While a number of sections have been brought forward from IAS 1 with limited changes, IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses within the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and discontinued operations and to present two new defined subtotals. It also requires disclosures about management-defined performance measures in a single note and introduces enhanced requirements on the grouping (aggregation and disaggregation) and the location of information in both the primary financial statements and the notes.
6
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
2.4 ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
Some requirements previously included in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which is renamed as IAS 8 Basis of Preparation of Financial Statements. As a consequence of the issuance of IFRS 18, limited, but widely applicable, amendments are made to IAS 7 Statement of Cash Flows, IAS 33 Earnings per Share and IAS 34 Interim Financial Reporting. In addition, there are minor consequential amendments to other IFRSs. IFRS 18 and the consequential amendments to other IFRSs are effective for annual periods beginning on or after 1 January 2027 with earlier application permitted. Retrospective application is required. The Company is currently analysing the new requirements and assessing the impact of IFRS 18 on the presentation and disclosure of the Company’s financial statements.
IFRS 19 allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRSs. To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in IFRS 10 Consolidated Financial Statements cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements available for public use which comply with IFRSs. Earlier application is permitted. The Company is currently considering the application of IFRS 19 in the financial statements.
Amendments to IFRS 9 and IFRS 7 clarify the date on which a financial asset or financial liability is derecognized and introduce an accounting policy option to derecognize a financial liability that is settled through an electronic payment system before the settlement date if specified criteria are met. The amendments clarify how to assess the contractual cash flow characteristics of financial assets with environmental, social and governance and other similar contingent features. Moreover, the amendments clarify the requirements for classifying financial assets with non-recourse features and contractually linked instruments. The amendments also include additional disclosures for investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The amendments shall be applied retrospectively with an adjustment to opening retained profits (or other component of equity) at the initial application date. Prior periods are not required to be restated and can only be restated without the use of hindsight. Earlier application of either all the amendments at the same time or only the amendments related to the classification of financial assets is permitted. The amendments are not expected to have any significant impact on the Company’s financial statements.
Annual Improvements to IFRS Accounting Standards – Volume 11 set out amendments to IFRS 1, IFRS 7 (and the accompanying Guidance on implementing IFRS 7), IFRS 9, IFRS 10 and IAS 7. Details of the amendments that are expected to be applicable to the Company are as follows:
| · | IFRS 7 Financial Instruments: Disclosures: The amendments have updated certain wording in paragraph B38 of IFRS 7 and paragraphs IG1, IG14 and IG20B of the Guidance on implementing IFRS 7 for the purpose of simplification or achieving consistency with other paragraphs in the standard and/or with the concepts and terminology used in other standards. In addition, the amendments clarify that the Guidance on implementing IFRS 7 does not necessarily illustrate all the requirements in the referenced paragraphs of IFRS 7 nor does it create additional requirements. Earlier application is permitted. The amendments are not expected to have any significant impact on the Company’s financial statements. |
| · | IFRS 9 Financial Instruments: The amendments clarify that when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply paragraph 3.3.3 of IFRS 9 and recognise any resulting gain or loss in profit or loss. In addition, the amendments have updated certain wording in paragraph 5.1.3 of IFRS 9 and Appendix A of IFRS 9 to remove potential confusion. Earlier application is permitted. The amendments are not expected to have any significant impact on the Company’s financial statements. |
| · | IAS 7 Statement of Cash Flows: The amendments replace the term “cost method” with “at cost” in paragraph 37 of IAS 7 following the prior deletion of the definition of “cost method”. Earlier application is permitted. The amendments are not expected to have any impact on the Company’s financial statements. |
7
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
2.5 MATERIAL ACCOUNTING POLICY INFORMATION
Business operations in foreign currency
The Company records foreign currency transactions at the exchange rate of the date of transaction. Any resulting foreign currency gains or losses are recognised in the income statement of the relevant fiscal year. Utilized foreign currencies are primarily EUR and USD, use and impact of other foreign currencies is not significant.
The foreign currency translation of balances in foreign currencies and of business operations (transactions) was done using the exchange rates as of the balance sheet date. The following exchange rates were used:
| FX rates CZK | quantity | 31.12.2024 | 31.12.2023 |
| USD | 1 | 24,237 | 22,376 |
| EUR | 1 | 25,185 | 24,725 |
Intangible Assets
Intangible fixed assets are initially measured at cost, which includes the purchase price and all expenses directly attributable to their acquisition.
Intangible fixed assets with an acquisition cost exceeding CZK 80,000 in 2024 and 2023 are amortised to expenses over their estimated useful lives. If the carrying amount of an intangible fixed asset decreases due to temporary non-use, damage, or other circumstances, the Company recognises an impairment allowance to reduce its value.
Financial assets
In accordance with IFRS 9, financial assets shall be classified in three categories: (i) measured at amortised cost, (ii) fair value through other comprehensive income (FVOCI) and (iii) fair value through profit or loss (FVTPL). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and on its contractual cash flow characteristics. As financial instruments measured at amortized cost qualify only those, whose business model gives rise to cash flows that are solely payments of principal and interests. All other financial assets are measured at fair value through profit or loss.
Trade receivables that do not contain a significant financial component or for which the Company has applied the practical expedient of not adjusting the effect of a significant financial component are measured at the transaction price determined under IFRS 15. All the other financial assets are initially recognised at fair value plus transaction costs that are attributable to the acquisition of the financial assets, except in the case of financial assets recorded at fair value through profit or loss. Regular way purchases and sales of financial assets are recognised on the trade date, that is, the date when the Company commits to purchase or sell the assets.
(a) Classification and measurement
Debt instruments are measured at amortised cost using the effective interest rate method, subject to impairment if the assets are held for the collection of contractual cash flows where those contractual cash flows represent solely payments of principal and interest.
Debt instruments are measured at fair value through other comprehensive income if the assets’ contractual cash flows represent solely payments of principal and interest and the assets are held for collection of contractual cash flows and for selling the financial assets. Such financial assets are subsequently measured at fair value with any gains or losses from changes in fair value recognised in other comprehensive income, except for impairment losses and reversal, foreign exchange gains and losses and interest calculated using the effective interest rate method which are recognised in the statement of profit or loss. The cumulative gains or losses previously recognised in other comprehensive income are reclassified from other comprehensive income to the statement of profit or loss when the financial asset is derecognised.
8
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
2.5 MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Debt instruments that do not meet the criteria for amortised cost or as financial assets at fair value though other comprehensive income are measured at fair value through profit or loss. Interest income for these financial assets is included in finance income.
(b) Impairment
The Company applies the expected credit loss model on all the financial assets that are subject to impairment. Impairment allowances are recognised under the general approach where expected credit losses are recognised in two stages. For credit exposures where there has not been a significant increase in credit risk since initial recognition, the Company is required to provide for credit losses that result from possible default events within the next 12 months. For those credit exposures where there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure irrespective of the timing of the default.
The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company.
(c) Derecognition
Financial assets are derecognised when the rights to receive cash flows from the assets have expired; or where the Company has transferred its contractual rights to receive the cash flows of the financial assets and has transferred substantially all the risks and rewards of ownership; or where control is not retained.
Receivables and other financial assets
Trade receivables from the provision of services, other receivables and other financial assets are measured initially at fair value, and thereafter at amortised cost, applying the effective interest-rate method with deduction for any reduction for impairments.
Other financial liabilities
Other financial liabilities, such as trade payables, are assigned to the category "financial liabilities at amortised cost" (FLAC) and measured upon receipt at fair value, and thereafter at amortised acquisition cost.
Provisions and contingent liabilities
Provisions are recognised if the Company has legal or constructive obligations towards a third party due to a past event and the obligation is likely to lead to an outflow of funds. Such provisions are stated at the value which can be determined by the best possible estimate at the time the financial statements are prepared.
Related parties
A party is considered to be related to the Company if:
| (a) | the party is a person or a close member of that person’s family and that person |
| (i) | has control or joint control over the Company; |
| (ii) | has significant influence over the Company; or |
| (iii) | is a member of the key management personnel of the Company or of a parent of the Company; |
or
9
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
2.5 MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Related parties (continued)
(b) the party is an entity where any of the following conditions applies:
| (i) | the entity and the Company are members of the same group; |
| (ii) | one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); |
| (iii) | the entity and the Company are joint ventures of the same third party; |
| (iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity; |
| (v) | the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company; |
| (vi) | the entity is controlled or jointly controlled by a person identified in (a); |
| (vii) | a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and |
| (viii) | the entity, or any member of a group of which it is a part, provides key management personnel services to the Company or to the parent of the Company. |
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks, and short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short-term cash commitments.
For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand and at banks, and short-term deposits, as defined above, less bank overdrafts which are repayable on demand and form an integral part of the Company’s cash management.
Financial liabilities
Financial liabilities are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, they are subsequently measured at amortised cost using the effective interest rate method.
Financial liabilities are derecognised when they are extinguished, i.e., when the obligation is discharged or cancelled, or expires.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when the control of services is transferred to the customers, at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. There are no variable components in the contract, the Company operates on a cost+ basis with other group entities.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.
Deferred tax
Deferred tax is provided using the liability method, on temporary differences at the end of the reporting period arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Tax rates enacted or substantively enacted by the end of the reporting period are used to determine the deferred tax.
Deferred tax liabilities are provided in full while deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
10
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
3. REVENUES
| In thousands of CZK | 2024 | 2023 | ||||||
| Revenues from recharge of costs to a group entity | 73 891 | 73 810 | ||||||
| Other operating revenues | - | 797 | ||||||
| Total | 73 891 | 74 607 | ||||||
The Company provides IT development services to related parties, where its costs are primarily staff costs provided by external parties (see below in note 4.Operating costs). Revenues represent recharge of the Company´s costs +5% mark-up. Revenues are recorded in the period, to which they relate. Contractual incentives are not used.
4. OPERATING COSTS
| In thousands of CZK | 2024 | 2023 | ||||||
| Costs of purchased services | 59 666 | 61 065 | ||||||
| Payroll costs | 8 957 | 7 400 | ||||||
| Other operating costs | 1 773 | 1 842 | ||||||
| Total | 70 396 | 70 307 | ||||||
Costs of purchased services represent mainly externally sourced programming services. Payroll costs contain primarily management remuneration, including the social and health security charges.
5. FINANCIAL COSTS AND INCOME
In 2024, other financial income represents primarily gain on the revaluation of the interest-bearing loan to a related party (ref.to note 7 below) in the amount of CZK 5.3 million (2023: loss on revaluation of the loan of CZK 0.7 million).
6. INCOME TAX
| In thousands of CZK | 2024 | 2023 | ||||||
| Profit / (loss) before tax | 9 761 | 3 575 | ||||||
| Deferred income tax expense (+) / income (-) | 726 | 1 723 | ||||||
| Net results after tax | 9 035 | 5 298 | ||||||
The deferred income tax relates primarily to accumulated tax losses of prior years. The Company has tax losses of prior years in the total amount of CZK 17.7 million as at 31 December 2024, which can be utilised only until 2025. Given the tax losses of prior years, the Company did not have corporate income tax payable in 2024 and 2023.
11
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
7. NON-CURRENT ASSETS
Non-current assets are primarily represented by an interest-bearing loan provided to a related party amounting to CZK 69,414 ths. (USD 2,864 ths.) as at 31 December 2024 (31 December 2023: CZK 63 174 ths., which equaled to USD 2,823 ths.). The carrying amount approximates the fair value.
Other non-current assets contain right of use for office space of CZK 2 145 ths. (31 December 2023: CZK 2 822 ths.) and deferred tax asset of CZK 997 ths. (31 December 2023: CZK 1 723 ths.) recognized as at 31 December 2024. Deferred tax asset was recognised primarily from accumulated tax losses, however, only in the amount that is expected to be utilised (CZK 4.5 million).
8. RECEIVABLES
Trade receivables are represented primarily by a related party receivable amounting to CZK 12,708 ths. (USD 524 ths.); (31 December 2023: related party receivable of CZK 17,750 ths.). Trade and other receivables are current assets and are recognised without any necessary valuation adjustments, and as a result the carrying amount reflects their fair value.
9. CASH AND BANK BALANCES
Cash and cash equivalents are represented primarily by cash in current bank accounts at Komerční banka a.s., denominated in CZK, USD and EUR. Cash and cash equivalents are current assets and are recognised without any necessary valuation adjustments and therefore the carrying amount reflects fair value.
10. DEFFERED AND CURRENT TAXES
Deferred taxes are recognized on all temporary differences between the tax values of assets and liabilities and their carrying amount in the financial statements. Deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which it can be utilised.
Deferred tax is measured at the enacted tax rates that are expected to apply to the year when the underlying asset or liability will be settled.
The income tax expense for the year is calculated from the taxable income using the tax rate enacted and applicable in the Czech Republic. Current income tax assets and liabilities are measured at amounts which are expected to be received from or paid to the respective tax authority.
11. CURRENT LIABILITIES
Current liabilities contain primarily an advance received from a related party for financing the working capital amounting to CZK 12,175 ths. (USD 502 ths.) as of 31 December 2024 (31 December 2023: advance received of CZK 11,303 ths.).
We consider the trade and other liabilities to be current and therefore their book value reflects also their fair value.
Lease liabilities represent a net present value of a liability for rent of office space.
12
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
12. OPERATING LEASE CONTRACTS
The Company has reported the relevant operating lease agreements in accordance with IFRS 16. For the reporting of operating lease agreements, the Company has chosen to report only newly concluded contracts after 1 January 2019 in accordance with IFRS 16.
13. DIRECTOR´S REMUNERATION
The statutory director did not receive any remuneration in respect of his services rendered to the Company during the years 2024 and 2023.
14. JUDGMENTS AND ESTIMATES
When preparing the financial statements, the Company’s management uses judgments and estimates. These judgments and estimates affect the recognition and value of assets, liabilities, income, expenses and the information given in the notes.
15. RELATED PARTY TRANSACTIONS
The Company had the following material transactions with related parties during the year:
| In thousands of CZK | 2024 | 2023 | ||||||
| Revenues from provided services | 71 049 | 72 770 | ||||||
| Service fees paid | (1 379 | ) | (1 040 | ) | ||||
| Interest income | 947 | 895 |
Notes:
| (i) | The revenues provided to a related party were based on the direct costs incurred, plus a mark-up of 5%. |
| (ii) | The service fees provided by a related party were based on the market price. |
| (iii) | Interest income on a loan provided to a related party, the interest rate (p.a.) on the loan was 1.5%. Details of the loan are included in the note 7 to the financial statements. |
16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s exposure to market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk arises in the normal course of its business. These risks are managed by the Company’s financial management policies and practices described below:
Credit risk
Credit risk is the risk that the counterparty fails to keep their obligations resulting in the financial loss of the Company. The Company primarily minimises this risk by screening its counterparties, whereby currently the Company provides services primarily to a reliable related party.
Also the loan is provided exclusively to a company within the group (related party). Total credit risk is represented by the data presented for financial assets (loans and receivables) in the balance sheet.
Liquidity risk
Liquidity risk is the risk that financial liabilities cannot be settled at the time they are payable. An important aspect in managing the liquidity risk is to secure necessary cash position to be able to pay the Company’s financial liabilities when they are due. The Company manages its liquidity position by monitoring expected and actual cash inflows and outflows on a regular basis.
13
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2024
16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Interest rate risk
Interest rate risk is the risk that the Company's position may be adversely affected by a change of market interest rates.
Except for the loan provided to a related party (ref.to note 7 above), where the interest rate risk is managed on the group level, the cash at bank balances and all the financial instruments of the Company were non-interest bearing, thus management considers that the exposure to interest rate risk is minimal.
Currency risk
Currency risk is a subset of market risk, when the value of assets and liabilities is denominated in a foreign currency and may be affected by a change in the exchange rate. The revenues are denominated in US dollars, however given the transfer-pricing scheme with the related party, the Company effectively does not bear the currency risk on its revenues as the scheme ensures that all the Company's cost are reimbursed.
On the other hand, the Company is exposed to FX risk on translation of the loan provided to a related party, where the unrealized FX gains or losses flow in the Statement of Profit or Loss for the year, depending on the FX rate CZK / USD as of the year end.
Concentration risk
The Company operates exclusively in the business of IT development in the gaming industry and provides services primarily to related parties within the ANIMOCA group. This risk is managed on the ANIMOCA group level, not at the Gamee Mobile s.r.o. level.
17. SUBSEQUENT EVENTS
No events that could have a significant impact on the financial position of the Company occurred between the balance sheet date and the date of financial statements approval.
31 March 2026
| /s/ Robert William Hong-San Yung | /s/ Martin Zakovec |
| Robert William Hong-San Yung | Martin Zakovec |
| Director | Director |
14
Gamee Mobile s.r.o.
Financial Statements
As of and for the year ended 31 December 2025

Independent Auditors' Report
To the Shareholder and Directors of Gamee Mobile s.r.o.
Identification of the Company: Gamee Mobile s.r.o.
| Identification No.: | 29103746 |
| Registered Office: | Rašínovo nábřeží 71/10, 128 00 Prague 2, Czech Republic |
| Legal Form: | Limited Liability Company |
| File Number: | C 281545, Trade Register Court Prague |
Opinion
We have audited the financial statements of Gamee Mobile s.r.o. ("the Company"), which comprise the balance sheet as of 31 December 2025, and the related statement of income, changes in stockholders' equity and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2025, and the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards („IFRS").
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS) and in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits, which include relevant ethical requirements in the United States of America and the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
|
TPA Audit s.r.o. 140 00 Prague 4, Antala Staška 2027/79 Tel.: +420 222 826 311, E-mail: audit@tpa-group.cz, www.tpa-group.cz Branches: 746 01 Opava, Veleslavinova 240/8, 703 00 Ostrava, Ruská 83/24 ID: 60203480, Certificate no. 80 of the Chamber of Auditors of the Czech Republic, Municipal Court in Prague, file no. C.25463 Albania | Austria | Bulgaria | Croatia | Czech Republic |
Hungary |

Responsibilities of Management and Those Charged with Governance for the Financial Statements (continued)
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time; to disclose, as applicable, matters related to going concern; and to use the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and ISAs will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS and ISAs, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed; |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. |
| · | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
| TPA Audit s.r.o. | Stránka 2 z 3 |

Auditors' Responsibilities for the Audit of the Financial Statements (continued)
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.
Prague, Czech Republic
20 May 2026
/s/ Pavel Pražák Auditor: Pavel Pražák |
/s/ TPA Audit s.r.o. TPA Audit s.r.o. Antala Staška 2027/79, Praha 4 |
| TPA Audit s.r.o. | Stránka 2 z 3 |
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
| For the year ended 31 December In thousands of CZK | Note | 2025 | 2024 | |||||||||
| Revenues from services | 3 | 76 958 | 73 891 | |||||||||
| Other operating revenues | 351 | - | ||||||||||
| Total revenues | 77 309 | 73 891 | ||||||||||
| Costs of provided services | 4 | 59 188 | 59 666 | |||||||||
| Payroll costs | 4 | 10 610 | 8 957 | |||||||||
| Other operating costs | 4 | 1 581 | 1 773 | |||||||||
| Operating result | 5 930 | 3 495 | ||||||||||
| Interest income | 886 | 947 | ||||||||||
| Interest expense | 41 | 74 | ||||||||||
| Other financial expenses – net (cost (+) / income (-)) | 5 | (12 219 | ) | 5 393 | ||||||||
| Financial result | (11 374 | ) | 6 266 | |||||||||
| Profit or loss before tax | (5 444 | ) | 9 761 | |||||||||
| Income tax | 6 | (36 | ) | 726 | ||||||||
| Net result after tax | (5 408 | ) | 9 035 | |||||||||
| Profit for the year and total comprehensive income | (5 408 | ) | 9 035 | |||||||||
1
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
As of 31 December
| In thousands of CZK | Note | 31.12.2025 | 31.12.2024 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Non–current receivables | 0 | 69 414 | ||||||||||
| Other non-current assets | 2 821 | 3 462 | ||||||||||
| Non-current assets | 7 | 2 821 | 72 876 | |||||||||
| CURRENT ASSETS | ||||||||||||
| Trade receivables | 8 | 18 751 | 12 733 | |||||||||
| Loans receivable (related party) | 8 | 59 925 | 0 | |||||||||
| Other receivables | 2 938 | 3 201 | ||||||||||
| Cash and bank balance | 9 | 13 261 | 16 970 | |||||||||
| Current assets | 94 875 | 32 904 | ||||||||||
| Total assets | 97 696 | 105 780 | ||||||||||
| In thousands of CZK | Note | 31.12.2025 | 31.12.2024 | |||||||||
| EQUITY | ||||||||||||
| Share capital | 471 | 471 | ||||||||||
| Other capital funds | 118 063 | 118 063 | ||||||||||
| Retained earnings | (38 829) | (33 386) | ||||||||||
| Total equity | 79 705 | 85 148 | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Lease liability – long -term | 146 | 1 069 | ||||||||||
| Non-current liabilities | 146 | 1 069 | ||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Advances received | 10 471 | 12 278 | ||||||||||
| Trade payables | 4 707 | 4 497 | ||||||||||
| Lease liability – short-term | 871 | 782 | ||||||||||
| Other liabilities | 1 795 | 2 006 | ||||||||||
| Current liabilities | 11 | 17 844 | 19 563 | |||||||||
| Total liabilities | 17 990 | 20 632 | ||||||||||
| Total equity and liabilities | 97 696 | 105 780 | ||||||||||
2
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
For the year ended 31 December
| In thousands of CZK | 2025 | 2024 | ||||||
| Profit before tax | (5 444 | ) | 9 761 | |||||
| Adjustment for: | ||||||||
| Other non-cash items | 11 | 60 | ||||||
| Interest income | (886 | ) | (947 | ) | ||||
| Unrealised FX gains on translation of loan to mother company | 9 488 | (6 240) | ||||||
| Change in receivables | (5 122 | ) | 4 471 | |||||
| Change in liabilities | (2 642 | ) | 711 | |||||
| Cash generated from operations | (4 595 | ) | 7 816 | |||||
| Interest received | 886 | 947 | ||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | (3 709 | ) | 8 763 | |||||
| Cash and cash equivalents at beginning of year | 16 970 | 8 207 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 13 261 | 16 970 |
3
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
| In thousands of CZK | Share Capital | Other capital funds |
Accumulated profit / (loss) | Total Equity | ||||||||||||
| As at 1 January 2024 | 471 | 118 063 | (42 389 | ) | 76 145 | |||||||||||
| Profit for the year | - | - | 9 035 | 9 035 | ||||||||||||
| Other | - | - | (32 | ) | (32 | ) | ||||||||||
| As at 31 December 2024 | 471 | 118 063 | (33 386 | ) | 85 148 | |||||||||||
| Loss for the year | - | - | (5 408 | ) | (5 408 | ) | ||||||||||
| Other | (35 | ) | (35 | ) | ||||||||||||
| As at 31 December 2025 | 471 | 118 063 | (38 829 | ) | 79 705 |
4
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
1. CORPORATE INFORMATION
1.1 Description of the company
| Company: | Gamee Mobile s.r.o. (hereinafter referred to as the "Company") |
| Identification number: | 29103746 |
| Date of Establishment: | The Company was registered into commercial register on 8 July 2010 |
| Registered Office: | Rašínovo nábřeží 71/10, Vyšehrad, 128 00 Praha 2 |
| Legal form: | Limited liability company |
| Subject of business: | Providing IT development services. |
| Country of incorporation: | Czech Republic |
| Accounting period: | 1 January 2025 – 31 December 2025 |
| Trade Register File Nr: Section C 281545, entry of the Commercial Register kept by the Regional Court in Prague | |
1.2 Members of the statutory bodies
The Statutory Director during both the current and comparative periods (2025 and 2024) was Robert William Hong-San Yung.
Božena Řežábová was proxy holder until 18 September 2024, Martin Žákovec is proxy holder starting from 18 September 2024.
1.3 Employees
In 2025 the Company had 2 employees. In 2024 the Company had 3 employees (average FTE).
2.1 STATEMENT OF COMPLIANCE
The attached financial statements of the Company were prepared in accordance with International Financial Reporting Standards (IFRS).
2.2 BASIS OF PREPARATION
The accounting period for 2025 is the period of twelve months from 1 January 2025 to 31 December 2025.
These financial statements have been prepared under historical cost convention. These IFRS financial statements are presented in thousands of CZK (rounded using generally accepted methods), unless stated otherwise.
The Company's management, when preparing the financial statements, considered the going concern assumption. They concluded that the going concern assumption is not jeopardized. Therefore, the financial statements as of 31 December 2025 and for the year ended, were prepared on the basis that the Company will continue to operate as a going concern.
5
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
2.3 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Company has adopted the following revised IFRSs, which are applicable to the Company for the first time in the current year’s financial statements.
| Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback |
| Amendments to IAS 1 | Classification of Liabilities as Current or Non-current (the “2020 Amendments”) |
| Amendments to IAS 1 | Non-current Liabilities with Covenants (the “2022 Amendments”) |
Amendments to IFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. Since the Company has no sale and leaseback transactions with variable lease payments that do not depend on an index or a rate occurring from the date of initial application of IFRS 16, the amendments did not have any impact on the financial position or performance of the Company.
The 2020 Amendments clarify the requirements for classifying liabilities as current or non-current, including what is meant by a right to defer settlement and that a right to defer must exist at the end of the reporting period. Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement. The amendments also clarify that a liability can be settled in its own equity instruments, and that only if a conversion option in a convertible liability is itself accounted for as an equity instrument would the terms of a liability not impact its classification. The 2022 Amendments further clarify that, among covenants of a liability arising from a loan arrangement, only those with which an entity must comply on or before the reporting date affect the classification of that liability as current or non-current. Additional disclosures are required for non-current liabilities that are subject to the entity complying with future covenants within 12 months after the reporting period.
The Company has reassessed the terms and conditions of its liabilities as at 1 January 2024 and 2025 and concluded that the classification of its liabilities as current or non-current remained unchanged upon initial application of the amendments. Accordingly, the amendments did not have any impact on the financial position or performance of the Company.
2.4 ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS
The Company has not early applied the revised IFRSs that have been issued but are not yet effective for the accounting year ended 31 December 2025 in these financial statements. Among these new and revised IFRSs, the following are expected to be relevant to the Company’s financial statements upon becoming effective:
| IFRS 18 | Presentation and Disclosure in Financial Statement2 | |
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures2 | |
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments1 | |
| Annual improvements to IFRS Accounting Standards – Volume 11 | Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 71 |
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
IFRS 18 replaces IAS 1 Presentation of Financial Statements. While a number of sections have been brought forward from IAS 1 with limited changes, IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified tStandards – Volume 11otals and subtotals. Entities are required to classify all income and expenses within the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and discontinued operations and to present two new defined subtotals. It also requires disclosures about management-defined performance measures in a single note and introduces enhanced requirements on the grouping (aggregation and disaggregation) and the location of information in both the primary financial statements and the notes.
6
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
2.4 ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued)
Some requirements previously included in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which is renamed as IAS 8 Basis of Preparation of Financial Statements. As a consequence of the issuance of IFRS 18, limited, but widely applicable, amendments are made to IAS 7 Statement of Cash Flows, IAS 33 Earnings per Share and IAS 34 Interim Financial Reporting. In addition, there are minor consequential amendments to other IFRSs. IFRS 18 and the consequential amendments to other IFRSs are effective for annual periods beginning on or after 1 January 2027 with earlier application permitted. Retrospective application is required. The Company is currently analysing the new requirements and assessing the impact of IFRS 18 on the presentation and disclosure of the Company’s financial statements.
IFRS 19 allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRSs. To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in IFRS 10 Consolidated Financial Statements cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements available for public use which comply with IFRSs. Earlier application is permitted. The Company is currently considering the application of IFRS 19 in the financial statements.
Amendments to IFRS 9 and IFRS 7 clarify the date on which a financial asset or financial liability is derecognized and introduce an accounting policy option to derecognize a financial liability that is settled through an electronic payment system before the settlement date if specified criteria are met. The amendments clarify how to assess the contractual cash flow characteristics of financial assets with environmental, social and governance and other similar contingent features. Moreover, the amendments clarify the requirements for classifying financial assets with non-recourse features and contractually linked instruments. The amendments also include additional disclosures for investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The amendments shall be applied retrospectively with an adjustment to opening retained profits (or other component of equity) at the initial application date. Prior periods are not required to be restated and can only be restated without the use of hindsight. Earlier application of either all the amendments at the same time or only the amendments related to the classification of financial assets is permitted. The amendments are not expected to have any significant impact on the Company’s financial statements.
Annual Improvements to IFRS Accounting Standards – Volume 11 set out amendments to IFRS 1, IFRS 7 (and the accompanying Guidance on implementing IFRS 7), IFRS 9, IFRS 10 and IAS 7. Details of the amendments that are expected to be applicable to the Company are as follows:
| · | IFRS 7 Financial Instruments: Disclosures: The amendments have updated certain wording in paragraph B38 of IFRS 7 and paragraphs IG1, IG14 and IG20B of the Guidance on implementing IFRS 7 for the purpose of simplification or achieving consistency with other paragraphs in the standard and/or with the concepts and terminology used in other standards. In addition, the amendments clarify that the Guidance on implementing IFRS 7 does not necessarily illustrate all the requirements in the referenced paragraphs of IFRS 7 nor does it create additional requirements. Earlier application is permitted. The amendments are not expected to have any significant impact on the Company’s financial statements. |
| · | IFRS 9 Financial Instruments: The amendments clarify that when a lessee has determined that a lease liability has been extinguished in accordance with IFRS 9, the lessee is required to apply paragraph 3.3.3 of IFRS 9 and recognise any resulting gain or loss in profit or loss. In addition, the amendments have updated certain wording in paragraph 5.1.3 of IFRS 9 and Appendix A of IFRS 9 to remove potential confusion. Earlier application is permitted. The amendments are not expected to have any significant impact on the Company’s financial statements. |
| · | IAS 7 Statement of Cash Flows: The amendments replace the term “cost method” with “at cost” in paragraph 37 of IAS 7 following the prior deletion of the definition of “cost method”. Earlier application is permitted. The amendments are not expected to have any impact on the Company’s financial statements. |
7
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
2.5 MATERIAL ACCOUNTING POLICY INFORMATION
Business operations in foreign currency
The Company records foreign currency transactions at the exchange rate of the date of transaction. Any resulting foreign currency gains or losses are recognised in the income statement of the relevant fiscal year. Utilized foreign currencies are primarily EUR and USD, use and impact of other foreign currencies is not significant.
The foreign currency translation of balances in foreign currencies and of business operations (transactions) was done using the exchange rates as of the balance sheet date. The following exchange rates were used:
| FX rates CZK | quantity | 31.12.2025 | 31.12.2024 |
| USD | 1 | 20,632 | 24,237 |
| EUR | 1 | 24,245 | 25,185 |
Intangible Assets
Intangible fixed assets are initially measured at cost, which includes the purchase price and all expenses directly attributable to their acquisition.
Intangible fixed assets with an acquisition cost exceeding CZK 80,000 in 2025 and 2024 are amortised to expenses over their estimated useful lives. If the carrying amount of an intangible fixed asset decreases due to temporary non-use, damage, or other circumstances, the Company recognises an impairment allowance to reduce its value.
Financial assets
In accordance with IFRS 9, financial assets shall be classified in three categories: (i) measured at amortised cost, (ii) fair value through other comprehensive income (FVOCI) and (iii) fair value through profit or loss (FVTPL). The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and on its contractual cash flow characteristics. As financial instruments measured at amortized cost qualify only those, whose business model gives rise to cash flows that are solely payments of principal and interests. All other financial assets are measured at fair value through profit or loss.
Trade receivables that do not contain a significant financial component or for which the Company has applied the practical expedient of not adjusting the effect of a significant financial component are measured at the transaction price determined under IFRS 15. All the other financial assets are initially recognised at fair value plus transaction costs that are attributable to the acquisition of the financial assets, except in the case of financial assets recorded at fair value through profit or loss. Regular way purchases and sales of financial assets are recognised on the trade date, that is, the date when the Company commits to purchase or sell the assets.
(a) Classification and measurement
Debt instruments are measured at amortised cost using the effective interest rate method, subject to impairment if the assets are held for the collection of contractual cash flows where those contractual cash flows represent solely payments of principal and interest.
Debt instruments are measured at fair value through other comprehensive income if the assets’ contractual cash flows represent solely payments of principal and interest and the assets are held for collection of contractual cash flows and for selling the financial assets. Such financial assets are subsequently measured at fair value with any gains or losses from changes in fair value recognised in other comprehensive income, except for impairment losses and reversal, foreign exchange gains and losses and interest calculated using the effective interest rate method which are recognised in the statement of profit or loss. The cumulative gains or losses previously recognised in other comprehensive income are reclassified from other comprehensive income to the statement of profit or loss when the financial asset is derecognised.
8
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
2.5 MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Debt instruments that do not meet the criteria for amortised cost or as financial assets at fair value though other comprehensive income are measured at fair value through profit or loss. Interest income for these financial assets is included in finance income.
(b) Impairment
The Company applies the expected credit loss model on all the financial assets that are subject to impairment. Impairment allowances are recognised under the general approach where expected credit losses are recognised in two stages. For credit exposures where there has not been a significant increase in credit risk since initial recognition, the Company is required to provide for credit losses that result from possible default events within the next 12 months. For those credit exposures where there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure irrespective of the timing of the default.
The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company.
(c) Derecognition
Financial assets are derecognised when the rights to receive cash flows from the assets have expired; or where the Company has transferred its contractual rights to receive the cash flows of the financial assets and has transferred substantially all the risks and rewards of ownership; or where control is not retained.
Receivables and other financial assets
Trade receivables from the provision of services, other receivables and other financial assets are measured initially at fair value, and thereafter at amortised cost, applying the effective interest-rate method with deduction for any reduction for impairments.
Other financial liabilities
Other financial liabilities, such as trade payables, are assigned to the category "financial liabilities at amortised cost" (FLAC) and measured upon receipt at fair value, and thereafter at amortised acquisition cost.
Provisions and contingent liabilities
Provisions are recognised if the Company has legal or constructive obligations towards a third party due to a past event and the obligation is likely to lead to an outflow of funds. Such provisions are stated at the value which can be determined by the best possible estimate at the time the financial statements are prepared.
Related parties
A party is considered to be related to the Company if:
(a) the party is a person or a close member of that person’s family and that person
| (i) | has control or joint control over the Company; |
| (ii) | has significant influence over the Company; or |
| (iii) | is a member of the key management personnel of the Company or of a parent of the Company; |
or
9
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
2.5 MATERIAL ACCOUNTING POLICY INFORMATION (continued)
Related parties (continued)
(b) the party is an entity where any of the following conditions applies:
| (i) | the entity and the Company are members of the same group; |
| (ii) | one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); |
| (iii) | the entity and the Company are joint ventures of the same third party; |
| (iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity; |
| (v) | the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company; |
| (vi) | the entity is controlled or jointly controlled by a person identified in (a); |
| (vii) | a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and |
| (viii) | the entity, or any member of a group of which it is a part, provides key management personnel services to the Company or to the parent of the Company. |
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks, and short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short-term cash commitments.
For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand and at banks, and short-term deposits, as defined above, less bank overdrafts which are repayable on demand and form an integral part of the Company’s cash management.
Financial liabilities
Financial liabilities are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, they are subsequently measured at amortised cost using the effective interest rate method.
Financial liabilities are derecognised when they are extinguished, i.e., when the obligation is discharged or cancelled, or expires.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when the control of services is transferred to the customers, at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. There are no variable components in the contract, the Company operates on a cost+ basis with other group entities.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.
Deferred tax
Deferred tax is provided using the liability method, on temporary differences at the end of the reporting period arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Tax rates enacted or substantively enacted by the end of the reporting period are used to determine the deferred tax.
Deferred tax liabilities are provided in full while deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
10
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
3. REVENUES
| In thousands of CZK | 2025 | 2024 | ||||||
| Revenues from recharge of costs to a group entity | 76 958 | 73 891 | ||||||
| Other operating revenues | 351 | - | ||||||
| Total | 77 309 | 73 891 | ||||||
The Company provides IT development services to related parties, where its costs are primarily staff costs provided by external parties (see below in note 4. Operating costs). Revenues represent recharge of the Company´s costs +5% mark-up. Revenues are recorded in the period, to which they relate. Contractual incentives are not used.
4. OPERATING COSTS
| In thousands of CZK | 2025 | 2024 | ||||||
| Costs of purchased services | 59 188 | 59 666 | ||||||
| Payroll costs | 10 610 | 8 957 | ||||||
| Other operating costs | 1 581 | 1 773 | ||||||
| Total | 71 379 | 70 396 | ||||||
Costs of purchased services represent mainly externally sourced programming services. Payroll costs contain primarily management remuneration, including the social and health security charges.
7. FINANCIAL COSTS AND INCOME
In 2025, other financial costs represents primarily loss on the revaluation of the interest-bearing loan to a related party (ref.to note 7 below) in the amount of CZK 9.5 million (2024: gain on revaluation of the loan of CZK 5.3 million).
8. INCOME TAX
| In thousands of CZK | 2025 | 2024 | ||||||
| Profit / (loss) before tax | (5 444 | ) | 9 761 | |||||
| Deferred income tax expense (+) / income (-) | (36 | ) | 726 | |||||
| Net results after tax | (5 408 | ) | 9 035 | |||||
The deferred income tax relates primarily to accumulated tax losses of prior years. As at 31 December 2025, the Company had tax loss of the year 2025 in the amount of CZK 4.6 million, which can be utilised until 2030. Given the tax losses of prior years, the Company did not have corporate income tax payable in 2025 and 2024.
11
Gamee Mobile s.r.o.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
31 DECEMBER 2025
7. NON-CURRENT ASSETS
Non-current assets as at 31 December 2024 were represented by an interest-bearing loan provided to a related party amounting to CZK 69,414 ths. (USD 2,864 ths). As at 31 December 2025, this loan was reclassified to short-term related parties due to its maturity in February 2026 (ref.to note 8).
Other non-current assets contain right of use for office space of CZK 1 468 ths. (31 December 2024: CZK 2 145 ths.) and deferred tax asset of CZK 1 033 ths. (31 December 2024: CZK 997 ths.) recognized as at 31 December 2025. Deferred tax asset was recognised primarily from accumulated tax losses in the amount that is expected to be utilised (CZK 4.6 million).
8. RECEIVABLES
As at 31 December 2025, the loan provided to a related party amounting to CZK 59,925 ths. (USD 2,905 ths.) was reclassified to short-term receivables. This loan was presented within non-current assets as at 31 December 2024.
Trade receivables are represented by a related party receivable amounting to CZK 18 513 ths. (USD 897 ths.); (31 December 2024: related party receivable of CZK 12,708 ths.). Trade and other receivables are current assets and are recognised without any necessary valuation adjustments, and as a result the carrying amount reflects their fair value.
9. CASH AND BANK BALANCES
Cash and cash equivalents are represented primarily by cash in current bank accounts at Komerční banka a.s., denominated in CZK, USD and EUR. Cash and cash equivalents are current assets and are recognised without any necessary valuation adjustments and therefore the carrying amount reflects fair value.
10. DEFFERED AND CURRENT TAXES
Deferred taxes are recognized on all temporary differences between the tax values of assets and liabilities and their carrying amount in the financial statements. Deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which it can be utilised.
Deferred tax is measured at the enacted tax rates that are expected to apply to the year when the underlying asset or liability will be settled.
The income tax expense for the year is calculated from the taxable income using the tax rate enacted and applicable in the Czech Republic. Current income tax assets and liabilities are measured at amounts which are expected to be received from or paid to the respective tax authority.
11. CURRENT LIABILITIES
Current liabilities contain primarily an advance received from a related party for financing the working capital amounting to CZK 10 364 ths. (USD 502 ths.) as of 31 December 2025 (31 December 2024: advance received of CZK 12,175 ths.).
We consider the trade and other liabilities to be current and therefore their book value reflects also their fair value.
Lease liabilities represent a net present value of a liability for rent of office space.
12
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2025
12. OPERATING LEASE CONTRACTS
The Company has reported the relevant operating lease agreements in accordance with IFRS 16. For the reporting of operating lease agreements, the Company has chosen to report only newly concluded contracts after 1 January 2019 in accordance with IFRS 16.
13. DIRECTOR´S REMUNERATION
The statutory director did not receive any remuneration in respect of his services rendered to the Company during the years 2025 and 2024.
14. JUDGMENTS AND ESTIMATES
When preparing the financial statements, the Company’s management uses judgments and estimates. These judgments and estimates affect the recognition and value of assets, liabilities, income, expenses and the information given in the notes.
15. RELATED PARTY TRANSACTIONS
The Company had the following material transactions with related parties during the year:
| In thousands of CZK | 2025 | 2024 | ||||||
| Revenues from provided services | 74 625 | 71 049 | ||||||
| Service fees paid | (612 | ) | (1 379 | ) | ||||
| Interest income | 886 | 947 | ||||||
Notes:
| (i) | The revenues provided to a related party were based on the direct costs incurred, plus a mark-up of 5%. |
| (ii) | The service fees provided by a related party were based on the market price. |
| (iii) | Interest income on a loan provided to a related party, the interest rate (p.a.) on the loan was 1.5%. Details of the loan are included in the note 7 to the financial statements. |
16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s exposure to market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk arises in the normal course of its business. These risks are managed by the Company’s financial management policies and practices described below:
Credit risk
Credit risk is the risk that the counterparty fails to keep their obligations resulting in the financial loss of the Company. The Company primarily minimises this risk by screening its counterparties, whereby currently the Company provides services primarily to a reliable related party.
Also the loan is provided exclusively to a company within the group (related party). Total credit risk is represented by the data presented for financial assets (loans and receivables) in the balance sheet.
Liquidity risk
Liquidity risk is the risk that financial liabilities cannot be settled at the time they are payable. An important aspect in managing the liquidity risk is to secure necessary cash position to be able to pay the Company’s financial liabilities when they are due. The Company manages its liquidity position by monitoring expected and actual cash inflows and outflows on a regular basis.
13
Gamee Mobile s.r.o.
NOTES TO THE FINANCIAL STATEMENTS
31 DECEMBER 2025
16. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Interest rate risk
Interest rate risk is the risk that the Company's position may be adversely affected by a change of market interest rates.
Except for the loan provided to a related party (ref.to note 8 above), where the interest rate risk is managed on the group level, the cash at bank balances and all the financial instruments of the Company were non-interest bearing, thus management considers that the exposure to interest rate risk is minimal.
Currency risk
Currency risk is a subset of market risk, when the value of assets and liabilities is denominated in a foreign currency and may be affected by a change in the exchange rate. The revenues are denominated in US dollars. however given the transfer-pricing scheme with the related party, the Company effectively does not bear the currency risk on its revenues as the scheme ensures that all the Company's costs are reimbursed.
On the other hand, the Company is exposed to FX risk on translation of the loan provided to a related party. where the unrealized FX gains or losses flow in the Statement of Profit or Loss for the year. depending on the FX rate CZK / USD as of the year end.
Concentration risk
The Company operates exclusively in the business of IT development in the gaming industry and provides services primarily to related parties within the ANIMOCA group. This risk is managed on the ANIMOCA group level. not at the Gamee Mobile s.r.o. level
17. SUBSEQUENT EVENTS
No events that could have a significant impact on the financial position of the Company occurred between the balance sheet date and the date of financial statements approval.
30 April 2026
| /s/ Robert William Hong-San Yung | /s/ Martin Zakovec |
| Robert William Hong-San Yung | Martin Zakovec |
| Director | Director |
14
Exhibit 99.4
Alpha Compute Corp. Completes Majority Acquisition of GAMEE
Transaction Brings 120 million Gaming Users to Alpha Compute with 2025 Revenue of $3.5 million and $926K in Q1, resulting in a 56% CAGR YoY
Road Town, British Virgin Islands, May 27, 2026 (GLOBE NEWSWIRE) -- Alpha Compute, Inc. (NASDAQ: ALP), a leading provider of high-performance AI compute infrastructure, today announced the successful closing of its majority acquisition of GAMEE, the gaming and digital rewards platform. This transaction also establishes Alpha Games, Alpha Compute’s new AI gaming division, which will be led by GAMEE’s founder Bozena Rezab as Executive Vice President.
The transaction is now completed following the satisfaction of all applicable regulatory requirements and closing conditions.
The closing of the GAMEE acquisition represents a significant milestone for Alpha Compute, bringing under its umbrella a proven global gaming platform with 120 million registered users, a robust portfolio of gaming titles, and a proprietary digital rewards engine. With 2025 revenue of $3.5 million and $926K in Q1, GAMEE brings a 56% compound annual growth rate year over year to Alpha Compute, with 2026 revenues expected to exceed 2025. GAMEE has established itself as a critical bridge between mainstream mobile gaming and digital economies, and its integration into Alpha Compute's ecosystem is expected to meaningfully expand the Company's capabilities and addressable market at the intersection of AI, gaming, and digital infrastructure.
Transaction Terms
Under the terms of the definitive agreement, Alpha Compute has acquired a 60% controlling interest in GAMEE from Animoca Brands, at an implied GAMEE valuation of $18 million, for total consideration of up to $11 million structured as follows:
I. Closing Consideration: $3.5 million
- $1.5 million in cash;
- Approximately $2 million in Alpha Compute shares and pre-funded warrants;
- Alpha Compute to acquire an additional $2 million of GMEE within 90 days of closing.
II. Year 1 Earn-Out: Up to $3.5 million
- 1.0 million ALP shares, valued at $1.50 per share, contingent upon GAMEE achieving annual EBITDA of $1.2 million;
- If EBITDA is greater than zero but less than $1.2M, the payout will be calculated on a pro-rata basis.
III. Year 2 Earn-Out: Up to $4.0 million
- Contingent upon GAMEE achieving annual EBITDA of $1.6 million, split between cash and ALP shares
As part of the transaction, Animoca Brands has signed a two-year standstill agreement that prohibits Animoca Brands from acquiring a controlling position in Alpha Compute. Additionally, assets from Animoca Brands' treasury — approximately 878 million GMEE (approximately $1,830,630 added to the Alpha Compute Balance Sheet, as of GMEE yesterday closing price) representing 51% of Animoca's holdings — have been transferred as part of the deal.
Q1 2026 Financial & Operational Highlights
GAMEE has entered Alpha Compute's portfolio with significant commercial momentum, posting an estimated $926,000 in revenue for the first quarter of 2026 — a 56% year-over-year increase compared to Q1 2025 ($593,000). The platform attracted over 5.57 million users and logged 88.5 million game plays in the quarter alone.
- Current Reach: 1.7M monthly active users (MAUs) and 150K daily active users (DAUs) across all platforms;
- Telegram Footprint: Continued expansion within the Telegram Mini App (TMA) ecosystem, serving over 61 million Telegram users from its 120 million total registered user base;
- Full-Year 2025 Revenue: Estimated $3.5 million, representing a three-year compound annual growth rate (CAGR) of 112%.
Azuki Collaboration Highlights In Q1 2026, GAMEE concluded a landmark brand collaboration with premier brand Azuki through the Alley Escape Telegram mini-app:
- 315,000 users and 27 million game plays;
- Reached the Top 200 Mini Apps on Telegram and achieved #1 Arcade Game on PlayToEarn;
- Drove a sold-out Azuki Sticker sales within 10 minutes of launch.
The Gold Fest Initiative — $2M Ecosystem Campaign In January 2026, GAMEE finalized an agreement with nGRND and Flashy to launch "Gold Fest," one of the largest gamified distributions of real assets within the Telegram ecosystem:
- A multi-phase campaign distributing $2 million in in-situ gold via Telegram;
- GAMEE secured $500,000 in development fees and a $500,000 marketing budget to execute the initiative;
- Phase II (launching Q2/Q3 2026) will introduce a pioneering agentic layer, enabling users to connect or rent AI agents to participate in a dedicated prize pool — accelerating mass adoption of AI agents in gaming.
Strategic Outlook: AI + Gaming on Telegram
With the acquisition now closed, Alpha Compute will integrate GAMEE's gaming distribution infrastructure with its AI GPU compute stack — including its Blackwell B200 and B300 GPU clusters powering Telegram's Cocoon AI confidential compute network. GAMEE's platforms will serve as a native deployment channel for Alpha Compute's AI capabilities, with agentic gameplay experiences and AI-assisted production forming the foundation for GAMEE's 2026 product roadmap.
Alpha Compute's strategic priorities for GAMEE through year-end are:
- Revenue Scaling — Aggressive monetization across native and Telegram-based channels, targeting continued double-digit YoY growth;
- Brand Synergy — Bridging Tier-1 digital brands into the Telegram ecosystem audience;
- AI Integration — Deepening the use of Alpha Compute's GPU infrastructure for internal game production and external "agent-centric" gameplay experiences.
Founded in 2015, GAMEE has grown from a mobile gaming aggregator into one of the most widely used gaming platforms, reaching over 120 million registered users across its Telegram and mobile applications. The company powers a proprietary digital rewards engine through its Telegram application and creates large-scale gaming experiences for global IPs such as Azuki, NASA, Manchester City and Mocaverse. Under Alpha Compute's ownership, GAMEE's platform and community will be integrated with the Company's AI compute infrastructure, enabling new categories of AI-powered gaming experiences and digital ownership applications.
Alpha Compute's integration of GAMEE's platform assets, technology stack, and global user community will be integrated into the AI Confidential Compute platform within the next two fiscal quarters. With over 120 million users, the launch of a confidential AI ad network inside the platform, combined with the addition of new clients, activations, and brand partnerships will focus the teams on delivering additional value for stakeholders.
"The closing of the controlling interest and majority shares of GAMEE is a defining moment for Alpha Compute. GAMEE is not simply a gaming platform — it is a fully realized digital economy with over 100 million participants, a world-class founding team, and infrastructure that is purpose-built for the AI era. Integrating GAMEE into our ecosystem accelerates our strategy of building the compute and platform layer that powers the next generation of AI applications. We are proud to welcome the GAMEE team and community into the Alpha Compute family, and we look forward to building something remarkable together." — Enzo Villani, Executive Chairman & Chief Investment Officer, Alpha Compute Corp.
"GAMEE has established itself as a large‑scale, real‑time gaming environment serving millions of users within Telegram. This long-standing partnership highlights GAMEE as a powerful simulation layer where AI, compute and interactive play all intersect. Gaming has always been a primary driver for breakthroughs in AI technology—as pioneers like NVIDIA have demonstrated—and we believe GAMEE and Alpha Compute will help write the next chapter in delivering scalable infrastructure for Sovereign AI.” — Yat Siu, Co-Founder & Executive Chairman, Animoca Brands
"This acquisition is a powerful signal that the principles of digital ownership, data rights, and user empowerment are not just ideals — they are the foundation of the next wave of technology value creation. Alpha Compute has demonstrated a genuine commitment to building platforms that respect users' rights and put real economic power in their hands. I am proud to see GAMEE continue its mission under this new chapter, and excited by what the future holds for Alpha Games." — Brittany Kaiser, Chief Executive Officer, Alpha Compute Corp.
"Building GAMEE from the ground up, we always believed that gaming could be a gateway to genuine digital empowerment. Watching this vision find its next home with Alpha Compute is deeply gratifying. The team at Alpha Compute understands what makes GAMEE special — the community, the technology, and the commitment to real player ownership — and we are confident they will carry that forward with the ambition and resources it deserves. This is a proud day for everyone who has been part of GAMEE's journey." — Bozena Rezab, Co-Founder, GAMEE, Executive Vice President, Alpha Games
"From day one, GAMEE was built on a simple but powerful belief: that rewarding players for their skill, effort, and loyalty — and bringing the value of AI to mainstream gaming — is how you build something that truly lasts. That belief has always meant that the future of gaming is inseparable from the future of digital ownership and open technology. Alpha Compute's acquisition brings that future into sharper focus. Their infrastructure capabilities and strategic vision create the conditions for GAMEE to scale in ways that were simply not possible before. I speak for the entire GAMEE team when I say that we are excited for what comes next, and grateful to everyone in our community who made this moment possible." — Martin Zakovec, CEO, GAMEE
ABOUT
GAMEE
GAMEE is a mobile-first gaming platform focused on onboarding a mass gaming
audience. It has over 120 million registered users and has served over 10 billion gameplay
sessions across multiple ecosystems. GAMEE has onboarded 4 million users into the Telegram
ecosystem. The company has partnered with over 40 major communities including Azuki, Mocaverse,
Notcoin, The Sandbox, and Cool Cats. Learn more at www.gamee.com.
ABOUT ANIMOCA BRANDS
Animoca
Brands Corporation Limited (ACN: 122 921 813) is a global digital leader building and investing
in impactful technologies and ecosystems to reimagine future economies through AI and the
agentic web. It has received broad industry and market recognition Financial Times’
High Growth Companies Asia-Pacific and Deloitte Tech Fast. Animoca Brands is recognized for
building digital platforms such as the Moca Network, Open Campus, Anichess, and The Sandbox,
as well as institutional-grade platforms; providing digital services to help companies launch
and grow; and investing in frontier technology, with a portfolio of over 600 companies. For
more information visit www.animocabrands.com or follow on X, YouTube,
Instagram, LinkedIn, Facebook, and TikTok.
ABOUT ALPHA COMPUTE CORP.
Alpha Compute Corp. (Nasdaq: ALP) is a pioneering leader in AI GPU-as-a-service (GPUaaS) and AI Confidential Compute. Alpha Compute builds and operates businesses at the intersection of confidential computing, artificial intelligence, and AI. The Company’s GPU assets deliver privacy-preserving computation to partners and applications including Telegram, Animoca Brands, GAMEE, and Midnight Network. Alpha Compute is incorporated in the British Virgin Islands.
Visit https://www.alphacompute.ai/
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. All statements other than statements of historical fact, including those preceded by, followed by, or incorporating words such as "believes," "expects," "anticipates," "intends," "estimates," "plans," "may," "will," "potential," "continues," or similar expressions are forward-looking statements.
Forward-looking statements in this release include, without limitation: the expected timing and go-live dates for Alpha Compute's GPU cluster deployments; projected revenue from the Company's AI infrastructure buildout; anticipated benefits from the Company's confidential compute partnerships and infrastructure expansion; and the Company's broader business strategy and operational plans.
These statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including: the timing and progress of the Company's strategic initiatives; reliance on third-party vendors and partners; the ability to secure additional financing; uncertainty around the Company's investments and legacy business; risks related to technology platforms and ecosystems; and general market and economic conditions. A more complete discussion of these risks is set forth under "Item 3 - Key Information - Risk Factors" in the Company's Annual Report on Form 20-F for the year ended March 31, 2025, and in the Company's Forms 6-K filed with the Securities and Exchange Commission on September 3, 2025 and January 13, 2026.
Undue reliance should not be placed on these forward-looking statements. The forward-looking statements contained herein are made as of the date of this press release, and the Company undertakes no obligation to update or revise them publicly, except as required by law.
Investor & Media Contact
Alpha
Compute Corp.
ir@alphacompute.ai
www.alphacompute.ai