AlphaTON Capital (ATON) takes 60% stake in GaMee with earn-outs and token purchase
Rhea-AI Filing Summary
AlphaTON Capital Corp agreed to acquire a 60% controlling interest in Ga Mee Global Limited from Animoca Brands, paying $3.5 million upfront, split between $1.5 million in cash and $2.0 million in equity priced at $1.00 per share via ordinary shares and pre-funded warrants. Animoca Brands can earn up to an additional $7.5 million through two earn-out periods, tied to GaMee’s EBITDA targets of $1.2 million and $1.6 million, paid in fixed cash/equity mixes if thresholds are met.
The company must also purchase $2.0 million of GaMee tokens within 90 days of closing and will sign a shareholders agreement giving it two of three GaMee Global board seats while preserving key reserved matters for Animoca Brands. A five‑year strategic alliance will support GMEE, TON and WAT token ecosystems, and a two‑year standstill restricts Animoca Brands and Yat Siu from control‑seeking actions in AlphaTON. Ga Mee Global’s 2024 audited statements show revenue of $3,183,020, a net loss of $440,157, net liabilities of $4,589,482, and a material going concern uncertainty mitigated by support from its holding company.
Positive
- Strategic expansion via controlling stake in GaMee: AlphaTON agreed to acquire 60% of Ga Mee Global, gaining control of a gaming advertising platform that, per the company’s press release, adds 119 million users to its Telegram ecosystem portfolio.
Negative
- Target business has material going concern uncertainty: Ga Mee Global reported a 2024 net loss of US$440,157, net liabilities of US$4,589,482 and current liabilities exceeding current assets by US$4,430,628, with auditors flagging significant doubt about its ability to continue as a going concern.
Insights
AlphaTON is buying control of a loss‑making gaming ad platform with token and governance tie‑ups.
AlphaTON plans to acquire 60% of GaMee for an upfront $3.5 million plus up to $7.5 million in EBITDA‑linked earn‑outs. Consideration mixes cash with equity and pre‑funded warrants, spreading funding between immediate outlay and contingent payments.
The SPA also requires a $2.0 million GaMee token purchase and establishes a strategic alliance around GMEE, TON and WAT tokens. A shareholders agreement gives AlphaTON board control but reserves major decisions and protective rights for Animoca Brands, creating a shared governance model.
Ga Mee Global’s 2024 revenue of $3.18 million came with a net loss of $440,157 and net liabilities of $4.59 million, with auditors highlighting going concern uncertainty. Future filings after Completion should clarify how consolidation, earn‑out performance and token commitments affect AlphaTON’s financial profile.
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 March, 2026
Commission File Number: 001-40086
AlphaTON Capital 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 AlphaTON Capital 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.
The GaMee Transaction and Associated Arrangements
The Sale and Purchase Agreement
On March 19, 2026, AlphaTON Capital 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”). Animoca Brands, prior to closing, will conduct 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” and together with GaMee Global and the UK Company, “GaMee”).
Under the terms of the SPA, at the closing of the GaMee Transaction (“Completion”), the Company has agreed to pay 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) is structured as a combination of ordinary shares of the Company (“Ordinary Shares”) and pre-funded warrants exercisable for Ordinary Shares (“Pre-Funded Warrants”). Specifically, at Completion, Animoca Brands will receive: (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.
The Pre-Funded Warrants will be exercisable at any time and from time to time on or after the original issue date. Animoca Brands (or its designated entity) will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 19.99% of the number of Ordinary Shares outstanding immediately after giving effect to such exercise.
In addition to the Completion Consideration, the Company may also pay to Animoca Brands up to two earn-out payments. The earn-out payments are contingent on GaMee’s EBITDA achieving agreed amounts. “GaMee’s EBITDA” is defined as its net income plus, without duplication and to the extent already deducted (and not added back) in arriving at that net income, the sum of the following amounts, in each case, during any measurement period: (a) total interest expense, net of interest income; (b) provision for taxes based on income or profits, including federal, foreign, and state taxes paid or accrued during that measurement period; and (c) depreciation and amortization including any non-cash impairment charges. The first earn-out period covers the 12-month period following Completion and provides for a maximum earn-out payment of $3.5 million, payable if GaMee’s EBITDA equals or exceeds $1.2 million (the “First Earn-Out Payment”). Where the First Earn-Out Payment equals $3.5 million, it is payable as: (i) $2 million in cash, and (ii) $1.5 million in equity in the Company, consisting of 1 million Ordinary Shares valued at $1.50 per share (payable as Ordinary Shares or Pre-Funded Warrants, at Animoca Brand’s election). If the First Earn-Out Payment is less than $3.5 million because GaMee’s EBITDA is less than $1.2 million, the cash and equity components are reduced proportionally (the cash component must always equal 4/7 of the total First Earn-Out Payment and the equity component must always equal 3/7 of the total First Earn-Out Payment).
The second earn-out period covers the subsequent 12-month period and provides for a maximum earn-out payment of $4.0 million, payable if GaMee’s EBITDA equals or exceeds $1.6 million (the “Second Earn-Out Payment” and together with the First Earn-Out Payment, the “Earn-Out Payments”). Where the Second Earn-Out Payment equals $4 million, it is payable as: (i) $2 million in cash, and (ii) $2 million in equity in the Company, consisting of 1 million Ordinary Shares valued at $2.00 per share (payable as Ordinary Shares or Pre-Funded Warrants, at Animoca Brand’s election). If the Second Earn-Out Payment is less than $4 million because GaMee’s EBITDA is less than $1.6 million, the cash and equity components are reduced proportionally (the cash component must always equal 1/2 of the total Second Earn-Out Payment and the equity component must always equal 1/2 of the total Second Earn-Out Payment).
The number of Ordinary Shares and Pre-Funded Warrants comprising the Earn-Out Payments (if applicable) and related calculations will be automatically equitably adjusted to account for share splits, dividends, recapitalizations, or similar changes occurring after signing of the SPA and before the Second Earn-Out Payment. The Earn-Out Payments will be initially calculated by the Company and subject to a review and dispute process with Animoca Brands. The Company will make the relevant Earn-Out Payment within the agreed business day period following the finalization of that process to Animoca Brands or its designee.
The Ordinary Shares and the Pre-Funded Warrants issuable in connection with the GaMee Transaction will be sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to an accredited investor.
The Company is also required under the SPA to purchase $2.0 million in GaMee tokens on the open market within 90 days of the closing of the GaMee Transaction.
The SPA will be automatically terminated if Completion has not occurred within three months of the execution date, subject to extension by mutual agreement. The SPA may also be terminated under customary circumstances, including for material breach, failure of a closing condition, or the issuance of a final non-appealable order prohibiting the GaMee Transaction. Completion of the GaMee Transaction is subject to customary closing conditions, including completion of the GaMee reorganization, receipt of required approvals, and the accuracy of representations and warranties. The SPA includes customary representations and warranties and post-closing obligations.
Shareholders Agreement
At Completion, the Company will enter into a shareholders agreement (the “Shareholders Agreement”) with Animoca Brands and GaMee Global governing the ownership and management of GaMee. The Shareholders Agreement will regulate the relationship among the GaMee Global shareholders following the GaMee Transaction and establish a governance framework, shareholder rights and restrictions.
The Shareholders Agreement provides for a three-member board of directors of GaMee Global, with the Company entitled to nominate two members as long as it holds at least 50% of the total share capital of GaMee Global, and Animoca Brands entitled to nominate one member as long as it holds at least 30% of the total share capital of GaMee Global. The Shareholders Agreement contains quorum and approval requirements for board and shareholder meetings and establishes approval mechanics for board and shareholder actions.
Certain matters designated as “Board Reserved Matters” require not only board approval but also the approval of at least one Animoca Brands-nominated director. These reserved matters include material changes to the nature of the business, material acquisitions or dispositions, entrance into material contracts, any borrowing or incurrence of debt or liability, and the initiation or settlement of material legal proceedings. In addition, specified “Shareholder Reserved Matters” require the approval of Animoca Brands, including amendments to GaMee’s constitutional documents, any increase in the issued share capital, issuances of new shares, and liquidation or winding-up actions.
The Shareholders Agreement also includes customary pre-emptive rights, restrictions on transfers of shares, rights of first refusal with respect to any shareholder proposing to transfer any shares to a third party, tag-along rights, drag-along rights, and information rights. Transfers are prohibited except in accordance with the Shareholders Agreement or articles of GaMee Global, and any transferee must execute a deed of adherence. Subject to limited exceptions for transfers to affiliates, shareholders are required to comply with rights of first refusal in favor of the non-selling shareholder. If a shareholder proposes to sell shares to a third party, the non-selling shareholder has the right to purchase all of the offered shares on the same terms. If the right of first refusal is not exercised, the selling shareholder may proceed with the third-party sale, subject to timing and pricing restrictions.
Strategic Alliance Agreement
Concurrent with the execution of the SPA, the Company entered into a five-year strategic alliance agreement (the “Strategic Alliance Agreement”) with Animoca Brands to collaborate on strategic marketing, partnership, and ecosystem-development initiatives in support of the growth of GMEE, TON and WAT tokens and of Animoca Brands’ portfolio companies. The Company and Animoca Brands will establish a joint working group composed of an equal number of representatives. Decisions of the working group require majority approval and at least one representative from each of the Company and Animoca Brands must consent. The Strategic Alliance Agreement does not contemplate a minimum financial commitment, and a specific collaboration would need to be reflected in a separate agreement.
Standstill Agreement
Concurrent with the execution of the SPA, the Company entered into a standstill agreement (the “Standstill Agreement”) that restricts for two years Animoca Brands and Mr. Yat Siu (the Executive Chairman of Animoca Brands) from acquiring additional securities of the Company (subject to limited exceptions), any acquisition of material assets, indebtedness or business of the Company, participating in any tender offer or exchange offer, merger or other business combination involving the Company, any recapitalization, restructuring or similar or other extraordinary transaction regarding the Company, soliciting proxies, forming a shareholder group, or seeking to control or otherwise influence the board of the Company.
The foregoing descriptions of the SPA, the Pre-Funded Warrant, the Shareholders Agreement, the Strategic Alliance Agreement, and the Standstill Agreement are not complete and are qualified in their entirety by reference to the full text of the SPA, form of Pre-Funded Warrant, form of Shareholders Agreement, the Strategic Alliance Agreement, and the Standstill Agreement, which are attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.
Side Letters
As previously disclosed, in connection with the Company’s September 2025 private placement financing (the “Sept. 2025 Private Placement Financing”), the Company entered into certain side letter agreements (each, a “Side Letter”) with certain investors in the Sept. 2025 Private Placement Financing. Each Side Letter granted an irrevocable right and option to such investor to require the Company to repurchase all the Ordinary Shares of the Company received by such investor in the Sept. 2025 Private Placement Financing in exchange for the consideration initially provided by such investor to the Company (the “Put Option”). The period in which the Put Option may be exercised varies from six to twelve months, depending on the investor, after the September 25, 2025 closing of the Sept. 2025 Private Placement Financing. In connection with the GaMee Transaction, two of the Side Letters which provided a Put Option to affiliates of Mr. Yat Siu were amended to (i) extend the period in which the Put Option may be exercised until June 30, 2026 and (ii) allow for a partial exercise of the Put Option.
Financial Statements
The audited financial statements of GaMee Global for the year ended December 31, 2024, together with the notes thereto and the auditor’s report thereon, is attached hereto as Exhibit 99.1.
The audited financial statements of GaMee Global for the year ended December 31, 2023, together with the notes thereto and the auditor’s report thereon, is attached hereto as Exhibit 99.2.
The audited financial statements of the Czech Company for the year ended December 31, 2024, together with the notes thereto and the auditor’s report thereon, is attached hereto as Exhibit 99.3.
The audited financial statements of the Czech Company for the year ended December 31, 2023, together with the notes thereto and the auditor’s report thereon, is attached hereto as Exhibit 99.4.
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 99.5.
Press Release
On March 19, 2026, the Company issued a press release entitled “AlphaTON Capital Acquires Controlling Interest in GAMEE, Adding 119 Million Users to its Telegram Ecosystem Portfolio”. A copy of the press release is attached hereto as Exhibit 99.6.
Forward-Looking Statements
All statements in this Form 6-K, other than statements of historical facts, including without limitation, statements regarding the Company’s plans and those statements preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “plans,” “potential,” “continues,” or similar expressions or variations on such expressions are forward-looking statements. Forward-looking statements in this Form 6-K include statements concerning, among other things, the Company’s plans to close the transactions; the Company’s expectations that Animoca Brands, prior to Completion, will conduct a reorganization to transfer 100% of the equity of the UK Company to GaMee Global; the Company’s plans to issue Ordinary Shares and Pre-Funded Warrants at Completion and pursuant to the Earn-Out Payments, and the expected timing thereof; the Company’s plans to enter into the Shareholders Agreement at Completion; the Company’s plans to establish a joint working group pursuant to the Strategic Alliance Agreement; and other statements that are not historical fact. As a result, forward-looking statements are subject to certain risks and uncertainties, including, but not limited to: the risk that the proposed transactions may not be completed in a timely manner or at all, the possibility that various closing conditions for the transactions may not be satisfied or waived, the occurrence of any event, change or other circumstance that could give rise to the termination of the agreements, the Company’s reliance on third parties, the operational strategy of the Company, the Company’s executive management team, risks from Telegram’s platform and ecosystem, the potential impact of markets and other general economic conditions, and other factors set forth in “Item 3 – Key Information – Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended March 31, 2025 and included in the Company’s Form 6-Ks filed with the Securities and Exchange Commission on September 3, 2025 and January 13, 2026. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from these forward-looking statements. The forward-looking statements contained in this Form 6-K are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
Exhibits
| Exhibit No. | Description | |
| 10.1+* | Sale and Purchase Agreement, dated March 19, 2026, by and between AlphaTON Capital Corp and Animoca Brands Limited. | |
| 10.2 | Form of Pre-Funded Warrant. | |
| 10.3 | Form of Shareholders Agreement by and between AlphaTON Capital Corp, Animoca Brands Limited and Ga Mee Global Limited. | |
| 10.4 | Strategic Alliance Agreement, dated March 19, 2026, by and between AlphaTON Capital Corp and Animoca Brands Limited. | |
| 10.5 | Standstill Agreement, dated March 19, 2026, by and between AlphaTON Capital Corp, Animoca Brands Limited and Mr. Yat Siu. | |
| 23.1 | Consent of OOP CPA & Co. | |
| 23.2 | Consent of TPA Audit s.r.o. | |
| 99.1 | Audited Financial Information of Ga Mee Global Limited for the year ended December 31, 2024. | |
| 99.2 | Audited Financial Information of Ga Mee Global Limited for the year ended December 31, 2023. | |
| 99.3 | Audited Financial Information of Gamee Mobile s.r.o. for the year ended December 31, 2024. | |
| 99.4 | Audited Financial Information of Gamee Mobile s.r.o. for the year ended December 31, 2023. | |
| 99.5 | Unaudited Pro Forma Condensed Combined Financial Information of AlphaTON Capital Corp. | |
| 99.6 | Press Release, dated March 19, 2026. |
| + | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Certain portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
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: March 20, 2026
ALPHATON CAPITAL CORP
| By: | /s/ Brittany Kaiser |
| Brittany Kaiser | |
| Chief Executive Officer |
Exhibit 99.1
Report of the Directors and Financial Statements
GA MEE GLOBAL LIMITED
31 December 2024
GA MEE GLOBAL LIMITED
REPORTS AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTENTS
| Pages | |
| REPORT OF THE DIRECTORS | 1 - 2 |
| INDEPENDENT AUDITOR’S REPORT | 3 - 5 |
| AUDITED FINANCIAL STATEMENTS | |
| Statement of profit or loss and other comprehensive income | 6 |
| Statement of financial position | 7 - 8 |
| Statement of changes in equity | 9 |
| Statement of cash flows | 10 |
| Notes to financial statements | 11 - 21 |
GA MEE GLOBAL LIMITED
REPORT OF THE DIRECTORS
The directors present their report and the audited financial statements of Ga Mee Global Limited (the “Company”) for the year ended 31 December 2024.
Principal activities
The principal activities of the company were the provision of advertisement in games. There were no significant changes in the nature of the Company’s principal activities during the year.
Business review
The Company is exempted from preparing a business review because it is a wholly owned subsidiary of another body corporate.
Recommended dividend
The directors do not recommend the payment of any dividend in respect of the year.
Directors
The directors of the company up to date now are as follow:
Yusuf Mohammedi Goolamabbas (Appointed on 5 June 2024)
Martin Zakovec (Appointed on 5 June 2024)
Yat Siu (Resigned on 5 June 2024)
In accordance with the company’s articles of association, the directors shall remain in office for the ensuring year.
Directors’ interests
At no time during the year was the Company or any of its holding companies or fellow subsidiaries a party to any arrangement to enable the Company’s directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Directors’ interests in transactions, arrangements or contracts
Neither any director nor a connected entity of any director had a material interest, either directly or indirectly, in any transactions, arrangements or contracts of significance to the business of the Company to which the Company’s holding companies or fellow subsidiaries was a party during the year.
Permitted indemnity provision
As at 31 December 2024, a qualifying third party indemnity provision made by the holding company for the benefit of all the directors of the Company was in force.
| 1 |
GA MEE GLOBAL LIMITED
REPORT OF THE DIRECTORS
Auditors
A resolution for the reappointment of OOP CPA & Co. as auditors of the Company will be proposed at the forthcoming annual general meeting.
ON BEHALF OF THE BOARD
/s/ Yusuf Mohammedi Goolamabbas
Yusuf Mohammedi Goolamabbas
Director
Hong Kong
23 December 2025
| 2 |
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBER OF GA MEE GLOBAL LIMITED
(Incorporated in Hong Kong with limited liability)
Opinion
We have audited the financial statements of Ga Mee Global Limited (the “Company”) set out on pages 6 to 21, which comprise the statement of financial position as at 31 December 2024, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards (“IFRSs”) and have been properly prepared in compliance with the Hong Kong Companies Ordinance.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the HKICPA’s Code of Ethics for Professional Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2.2 to the financial statements, which indicates that the Company incurred a net loss of US$440,157 during the year ended 31 December 2024 and, as of that date, the Company’s current liabilities exceeded its current assets by US$4,430,628. As stated in Note 2.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Information other than the financial statements and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the information included in the report of the directors.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial statements
The directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with IFRSs and the Hong Kong Companies Ordinance, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.
| 3 |
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
TO THE MEMBER OF GA MEE GLOBAL LIMITED
(Incorporated in Hong Kong with limited liability)
Auditor’s 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 auditor’s report that includes our opinion. Our report is made solely to you, as a body, in accordance with section 405 of the Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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. |
| · | 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. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
| · | Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. |
| · | 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. |
| 4 |
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
TO THE MEMBER OF GA MEE GLOBAL LIMITED
(Incorporated in Hong Kong with limited liability)
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
The engagement partner on the audit resulting in this independent auditor’s report is Yiu Chun Kit (practising certificate number: P07658).
/s/ OOP CPA & Co.
OOP CPA & Co.
Certified Public Accountants
Hong Kong
23 December 2025
| 5 |
GA MEE GLOBAL LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
YEAR ENDED 31 December 2024
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| REVENUE | 3 | 3,183,020 | 1,816,603 | |||||||||
| Cost of services | (423,423 | ) | (497,508 | ) | ||||||||
| Gross profit | 2,759,597 | 1,319,095 | ||||||||||
| Other income | 4 | 63,334 | 35,523 | |||||||||
| Administrative expenses | (3,222,513 | ) | (3,374,201 | ) | ||||||||
| Finance costs | 6 | (40,575 | ) | (40,575 | ) | |||||||
| LOSS BEFORE TAX | 5 | (440,157 | ) | (2,060,158 | ) | |||||||
| Income tax expense | 8 | — | — | |||||||||
| LOSS FOR THE YEAR AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (440,157 | ) | (2,060,158 | ) | ||||||||
| 6 |
GA MEE GLOBAL LIMITED
STATEMENT OF FINANCIAL POSITION
31 December 2024
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| NON-CURRENT ASSET | ||||||||||||
| Intangible assets | 9 | 2,704,992 | 2,704,992 | |||||||||
| Total non-current assets | 2,704,992 | 2,704,992 | ||||||||||
| CURRENT ASSETS | ||||||||||||
| Amount due from a fellow subsidiary | 10 | 26,171 | 15,000 | |||||||||
| Trade receivables | 124,817 | 3,695 | ||||||||||
| Other receivables | 11 | 3,311,851 | 3,311,851 | |||||||||
| Cash and bank balance | 12 | 127,424 | 27,669 | |||||||||
| Total current assets | 3,590,263 | 3,358,215 | ||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Amount due to immediate holding company | 10 | 7,974,475 | 7,078,100 | |||||||||
| Amount due to a fellow subsidiary | 10 | 21,971 | 290,941 | |||||||||
| Other payables and accruals | 24,445 | 20,220 | ||||||||||
| Total current liabilities | 8,020,891 | 7,389,261 | ||||||||||
| NET CURRENT LIABILITIES | (4,430,628 | ) | (4,031,046 | ) | ||||||||
| TOTAL ASSETS LESS CURRENT LIABILITIES | (1,725,636 | ) | (1,326,054 | ) | ||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Amount due to a fellow subsidiary | 10 | 2,863,846 | 2,823,271 | |||||||||
| Total non-current liabilities | 2,863,846 | 2,823,271 | ||||||||||
| NET LIABILITIES | (4,589,482 | ) | (4,149,325 | ) | ||||||||
| 7 |
GA MEE GLOBAL LIMITED
STATEMENT OF FINANCIAL POSITION (continued)
31 December 2024
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| EQUITY | ||||||||||||
| Share capital | 13 | 13 | 13 | |||||||||
| Accumulated losses | (4,589,495 | ) | (4,149,338 | ) | ||||||||
| Total equity | (4,589,482 | ) | (4,149,325 | ) | ||||||||
| /s/ Yusuf Mohammedi Goolamabbas | /s/ Martin Zakovec |
| Yusuf Mohammedi Goolamabbas | Martin Zakovec |
| Director | Director |
| 8 |
GA MEE GLOBAL LIMITED
STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 December 2024
| Share | Accumulated | Total | ||||||||||
| capital | losses | equity | ||||||||||
| US$ | US$ | US$ | ||||||||||
| At 1 January 2023 | 13 | (2,089,180 | ) | (2,089,167 | ) | |||||||
| Loss for the year and total comprehensive income for the year | — | (2,060,158 | ) | (2,060,158 | ) | |||||||
| At 31 December 2023 and 1 January 2024 | 13 | (4,149,338 | ) | (4,149,325 | ) | |||||||
| Loss for the year and total comprehensive income for the year | — | (440,157 | ) | (440,157 | ) | |||||||
| At 31 December 2024 | 13 | (4,589,495 | ) | (4,589,482 | ) | |||||||
| 9 |
GA MEE GLOBAL LIMITED
STATEMENT OF CASH FLOWS
YEAR ENDED 31 December 2024
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Loss before tax | (440,157 | ) | (2,060,158 | ) | ||||||||
| Adjustment for: | ||||||||||||
| Finance costs | 6 | 40,575 | 40,575 | |||||||||
| Interest income | 4 | (63 | ) | (70 | ) | |||||||
| (399,645 | ) | (2,019,653 | ) | |||||||||
| Increase in trade receivables | (121,122 | ) | (3,695 | ) | ||||||||
| Increase in other receivables | — | (303,286 | ) | |||||||||
| Increase in amount due from fellow subsidiary | (11,171 | ) | (15,000 | ) | ||||||||
| Increase in other payables and accruals | 4,225 | 20,220 | ||||||||||
| Increase in amount due to immediate holding company | 896,375 | 2,213,177 | ||||||||||
| (Decrease) / increase in amount due to a fellow subsidiary | (268,970 | ) | 123,931 | |||||||||
| Cash generated from operations | 99,692 | 15,694 | ||||||||||
| Interest received | 63 | 70 | ||||||||||
| Net cash flows from operating activities | 99,755 | 15,764 | ||||||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 99,755 | 15,764 | ||||||||||
| Cash and cash equivalents at beginning of year | 27,669 | 11,905 | ||||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 127,424 | 27,669 | ||||||||||
|
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS |
||||||||||||
| Bank balances |
127,424 |
27,669 |
||||||||||
| 10 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 1. | CORPORATE 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.
| 2.1 | STATEMENT OF COMPLIANCE |
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) (which includes all International Financial Reporting Standards, International Accounting Standards ("IASs") and interpretations) as issued by the International Accounting Standards Board and the Hong Kong Companies Ordinance.
| 2.2 | BASIS OF PREPARATION |
These financial statements have been prepared under historical cost convention. These financial statements are presented in United States dollars (“US$”).
In preparing the financial statements, the directors considered the operations of the Company can continue as a going concern in spite of the Company’s net current liabilities of US$4,430,628 as at 31 December 2024. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern and hence, its ability to realise its assets and discharge its liabilities in the normal course of business.
The immediate holding company has agreed in writing (i) to provide adequate financial support so as to enable the Company to meet its liabilities as and when they fall due; and (ii) not to demand repayment of the amount of US$7,974,475 due until such time when any repayment will not affect its ability to repay other creditors in the normal course of business.
| 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.
| 11 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 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 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 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. 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 derecognised and introduce an accounting policy option to derecognise 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.
| 12 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 2.4 | ISSUED BUT NOT YET EFFECTIVE INTERNATIONAL FINANCIAL REPORTING STANDARDS (continued) |
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. |
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION |
Fair value measurement
The Company measures its derivative financial instruments at fair value at the end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.
Right-of-use of intellectual properties
Purchased right-of-use of intellectual properties are stated at cost less any impairment losses and are not amortised due to its estimated indefinite useful life.
| 13 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
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
| (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. |
Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is an indication that an asset may be impaired. If such an indication exists, the Company makes an estimate of the asset’s recoverable amount.
The recoverable amount of an asset is the higher of its fair value less costs of disposal and its value in use. 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. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e., a cash-generating unit).
An impairment loss is recognised in the statement of profit or loss whenever the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. The impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. A reversal of the impairment loss is limited to the asset's carrying amount that would have been determined had no impairment loss been recognised in prior years. The reversal of the impairment loss is credited to the statement of profit or loss in the year in which it arises.
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.
Borrowing costs
Borrowing costs are expensed in the statement of profit or loss in the year in which they are incurred, except to the extent that they are capitalised as the costs directly attributable to the financing of the construction of a qualifying asset. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale.
| 14 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Financial assets
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.
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.
Equity investments are measured at fair value through profit or loss unless, on initial recognition, the Company has irrevocably elected to designate such investments that are not held for trading as equity investments at fair value through other comprehensive income. Dividends of such investments are recognised in the statement of profit or loss when the Company’s right to receive payment is established. Changes in the fair value of such investments are recognised in other comprehensive income and are never recycled to the statement of profit or loss even when the assets are sold.
(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 that there has been a significant increase in credit when contractual payments are more than 30 days past due.
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.
| 15 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
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 goods or 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 goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Company will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception. When the contract contains a financing component which provides the Company with a significant financial benefit for more than one year, revenue recognised under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.
Advertising income
The Company has contracts with customers to promote their business on the Company’s gaming 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.
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.
Foreign currency
Transactions in foreign currencies are translated into the functional currency of the Company using the exchange rates prevailing at the dates of the transactions. Exchange differences arising from the settlement of such transactions and from the retranslation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss.
| 16 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 3 | REVENUE |
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Advertising income | 2,895,878 | 1,485,749 | ||||||
| Sales income | 287,142 | 330,854 | ||||||
| Total | 3,183,020 | 1,816,603 | ||||||
| 4 | OTHER INCOME |
Other income includes the following:
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| Bank interest income | 63 | 70 | ||||||||||
| Service income from a fellow subsidiary | 14 | 63,245 | 35,453 | |||||||||
| Other income | 26 | — | ||||||||||
| Total | 63,334 | 35,523 | ||||||||||
| 5 | LOSS BEFORE TAX |
The Company’s loss before tax is arrived at after charging:
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| Service fees to a fellow subsidiary | 14 | 3,051,379 | 3,339,495 | |||||||||
| Auditor’s remuneration | 12,237 | 12,208 | ||||||||||
| 6 | FINANCE COSTS |
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| Interest on loan from a fellow subsidiary | 14 | 40,575 | 40,575 | |||||||||
| 7 | DIRECTORS’ REMUNERATION |
No director received any fees or emoluments in respect of their services rendered to the Company during the year (2023: Nil).
| 17 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 8 | INCOME TAX |
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 (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:
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Loss before tax | (440,157 | ) | (2,060,158 | ) | ||||
| Tax at the statutory tax rate of 16.5% | (72,626 | ) | (339,926 | ) | ||||
| Income not subject to tax | (10 | ) | (12 | ) | ||||
| Tax losses not recognised | 72,636 | 339,938 | ||||||
| Tax charge at the effective rate of 0% (2023: 0%) | — | — | ||||||
The Company has tax losses arising in Hong Kong of US$4,513,172 (2023: US$4,072,952) that are available indefinitely for offsetting against its future taxable profits. Deferred tax assets have not been recognised in respect of these losses as the Company has been loss-making for some time and it is not considered probable that taxable profits will be available against which the tax losses can be utilised.
| 9. | INTANGIBLE ASSETS |
| Right-of-use of | ||||
| intellectual | ||||
| property | ||||
| US$ | ||||
| At 1 January 2023, 31 December 2023, | ||||
| 1 January 2024 and 31 December 2024 | ||||
| Cost | 2,704,992 | |||
| Accumulated impairment | — | |||
| Net carrying amount | 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 purchased the GAMEE Project that was developed by the fellow subsidiary and its related trademarks.
The acquired right-of-use of intellectual property has been assessed by the directors to have an indefinite useful life. In forming 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, given the continued viability of the blockchain gaming sector and the absence of indications of technological changes that would render blockchain technology obsolete. Since the acquisition of the GAMEE platform, the Company and its parent Animoca Group have established a growing user and partner base and operates under a sustainable ad-revenue sharing model across multiple platforms. The platform continues to be maintained and enhanced in accordance with the published development roadmap in whitepaper. Technological obsolescence is not considered a foreseeable constraint, owing to the decentralised and resilient nature of blockchain infrastructure, which does not have a finite operational life.
For the purpose of the impairment assessment, the Company has also considered the expected usage, the market value and the economic benefits generated by the GAMEE and WAT, which power in-game functions, rewards, staking and etc.
| 18 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 10. | AMOUNT DUE FROM/(TO) RELATED COMPANIES |
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
| Due from a fellow subsidiary (note (a)) | 26,171 | 15,000 | ||||||
| Due to a fellow subsidiary (note (a)) | (21,971 | ) | (290,941 | ) | ||||
| Due to immediate holding company (note (a)) | (7,974,475 | ) | (7,078,100 | ) | ||||
| Loan from a fellow subsidiary (note (b)) | (2,863,846 | ) | (2,823,271 | ) |
Notes:
| (a) | The balances with fellow subsidiaries and immediate holding company are unsecured, interest-free and repayable on demand. |
| (b) | Loan from a fellow subsidiary is unsecured and matures on 1 February 2026. The interest rate (per annum) of the loan in 2024 was 1.5% (2023: 1.5%). |
| 11. | Other receivables |
The carrying amount of other receivables approximated to their fair value as at 31 December 2024 and 2023. The expected credit losses as at 31 December 2024 and 2023 were considered to be minimal.
| 12. | Cash and bank balances |
Cash at bank earns interest at floating rates based on daily bank deposit rates. The carrying amounts of the cash and bank balances approximate to their fair values.
| 13. | SHARE CAPITAL |
| 2024 | 2023 | |||||||
| US$ | US$ | |||||||
|
Issued and fully paid: |
||||||||
|
100 (2023: 100) ordinary shares |
13 | 13 |
| 14. | RELATED PARTY TRANSACTIONS |
In addition to the transactions disclosed elsewhere in these financial statements, the Company had the following material transactions with related parties during the year:
| Notes | 2024 | 2023 | ||||||||||
| US$ | US$ | |||||||||||
| Service income from a fellow subsidiary | (i) | 63,245 | 35,453 | |||||||||
| Service fees to a fellow subsidiary | (ii) | (3,051,379 | ) | (3,339,495 | ) | |||||||
| Interest expenses to a fellow subsidiary | (iii) | (40,575 | ) | (40,575 | ) | |||||||
Notes:
| (i) | The service income from a fellow subsidiary was based on the market price. |
| (ii) | The service fees to a fellow subsidiary were based on the direct costs incurred, plus a margin of 5%. |
| (iii) | Interest expenses arising from loan from a fellow subsidiary. Details of the loan are included in note 10 to the financial statements. |
| 19 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 15. | 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:
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 bank balances earning interest at floating rates based on daily bank deposit rates, all the financial instruments of the Company as at the year-end were non-interest bearing, management considers that the exposure to interest rate risk is minimal.
Foreign currency risk
The Company has no significant foreign currency risk because its business is principally conducted in Hong Kong and most of the transactions are denominated in the Company’s functional currency. Since the United States dollar is pegged to the Hong Kong dollar, the Company’s exposure to foreign currency risk in respect of the bank balances denominated in Hong Kong dollars is considered to be minimal.
Credit risk
All the Company’s cash and bank balance are held in major financial institution located in Hong Kong, which management believes are of high credit quality.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Company’s credit policy, which is mainly based on past due information unless other information is available without undue cost or effort, and year-end staging classification as at 31 December 2024 and 2023. The amounts presented are gross carrying amounts of financial assets.
31 December 2024
| 12-month | Lifetime | |||||||||||||||||||
| expected | expected | |||||||||||||||||||
| credit losses | credit losses | |||||||||||||||||||
| Simplified | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | approach | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Amount due from a fellow subsidiary | 26,171 | — | — | — | 26,171 | |||||||||||||||
| Trade receivables | 124,817 | — | — | — | 124,817 | |||||||||||||||
| Other receivables | 3,311,851 | — | — | — | 3,311,851 | |||||||||||||||
| Cash and bank balance | 127,424 | — | — | — | 127,424 | |||||||||||||||
| 3,590,263 | — | — | — | 3,590,263 | ||||||||||||||||
31 December 2023
| 12-month | Lifetime | |||||||||||||||||||
| expected | expected | |||||||||||||||||||
| credit losses | credit losses | |||||||||||||||||||
| Simplified | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | approach | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Amount due from a fellow subsidiary | 15,000 | — | — | — | 15,000 | |||||||||||||||
| Trade receivables | 3,695 | — | — | — | 3,695 | |||||||||||||||
| Other receivables | 3,311,851 | — | — | — | 3,311,851 | |||||||||||||||
| Cash and bank balance | 27,669 | — | — | — | 27,669 | |||||||||||||||
| 3,358,215 | — | — | — | 3,358,215 | ||||||||||||||||
| 20 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2024
| 15. | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) |
Liquidity risk
Liquidity risk is the risk that the Company cannot meet its current obligations. The Company aims to maintain sufficient cash and credit lines to meet its liquidity requirements.
The table below summarises the maturity profile of the Company’s non-derivative financial liabilities at 31 December based on contractual undiscounted payments.
31 December 2024
| On demand US$ |
Less than 12 months |
More than 12 months |
Total US$ |
|||||||||||||
| Amount due to immediate holding company | 7,974,475 | — | — | 7,974,475 | ||||||||||||
| Amount due to a fellow subsidiary | 21,971 | — | 2,863,846 | 2,885,817 | ||||||||||||
| Other payables and accruals | — | 12,208 | — | 12,208 | ||||||||||||
| 7,996,446 | 12,208 | 2,863,846 | 10,872,500 | |||||||||||||
31 December 2023
| On demand US$ |
Less than 12 months |
More than 12 months |
Total US$ |
|||||||||||||
| Amount due to immediate holding company |
7,078,100 |
— | — |
7,078,100 |
||||||||||||
| Amount due to a fellow subsidiary |
290,941 |
— |
2,823,271 |
3,114,212 |
||||||||||||
| Other payables and accruals | — |
8,012 |
— |
8,012 |
||||||||||||
|
7,369,041 |
8,012 |
2,823,271 |
10,200,324 |
|||||||||||||
Capital management
Capital of the Company for risk management purpose includes share capital and reserves. The Company’s objectives for managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders. No significant changes in the objectives, policies or processes for managing capital were made during the years ended 31 December 2024 and 31 December 2023.
| 16. | COMPARATIVE AMOUNTS |
Presentation and disclosures of certain items and balances in the financial statements have been revised. Accordingly, certain comparative amounts have been reclassified to conform with the current year’s presentation and disclosures.
| 17. | APPROVAL OF THE FINANCIAL STATEMENTS |
The financial statements were approved and authorised for issue by the board of directors on 23 December 2025.
21
Exhibit 99.2
Report of the Directors and Financial Statements
GA MEE GLOBAL LIMITED
31 December 2023
GA MEE GLOBAL LIMITED
REPORTS AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
CONTENTS
| Pages | ||
| REPORT OF THE DIRECTORS | 1 - 2 | |
| INDEPENDENT AUDITOR’S REPORT | 3 – 5 | |
| AUDITED FINANCIAL STATEMENTS | ||
| Statement of profit or loss and other comprehensive income | 6 | |
| Statement of financial position | 7 - 8 | |
| Statement of changes in equity | 9 | |
| Statement of cash flows | 10 | |
| Notes to financial statements | 11 – 20 |
GA MEE GLOBAL LIMITED
REPORT OF THE DIRECTORS
The directors present their report and the audited financial statements of Ga Mee Global Limited (the “Company”) for the year ended 31 December 2023.
Principal activities
The principal activities of the company were the provision of advertisement in games. There were no significant changes in the nature of the Company’s principal activities during the year.
Business review
The Company is exempted from preparing a business review because it is a wholly owned subsidiary of another body corporate.
Recommended dividend
The directors do not recommend the payment of any dividend in respect of the year.
Directors
The directors of the company up to date now are as follow:
| Yusuf Mohammedi Goolamabbas | (Appointed on 5 June 2024) | |
| Martin Zakovec | (Appointed on 5 June 2024) | |
| Yat Siu | (Resigned on 5 June 2024) |
In accordance with the company’s articles of association, the directors shall remain in office for the ensuring year.
Directors’ interests
At no time during the year was the Company or any of its holding companies or fellow subsidiaries a party to any arrangement to enable the Company’s directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Directors’ interests in transactions, arrangements or contracts
Neither any director nor a connected entity of any director had a material interest, either directly or indirectly, in any transactions, arrangements or contracts of significance to the business of the Company to which the Company’s holding companies or fellow subsidiaries was a party during the year.
Permitted indemnity provision
As at 31 December 2023, a qualifying third party indemnity provision made by the holding company for the benefit of all the directors of the Company was in force.
| 1 |
GA MEE GLOBAL LIMITED
REPORT OF THE DIRECTORS
Auditors
Brilliance Man & Co. resigned as auditors of the Company and OOP CPA & Co. were appointed by the directors to fill the casual vacancy so arising. A resolution for the reappointment of OOP CPA & Co. as auditors of the Company will be proposed at the forthcoming annual general meeting.
ON BEHALF OF THE BOARD
/s/ Yusuf Mohammedi Goolamabbas
Yusuf Mohammedi Goolamabbas
Director
Hong Kong
23 December 2025
| 2 |
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBER OF GA MEE GLOBAL LIMITED
(Incorporated in Hong Kong with limited liability)
Opinion
We have audited the financial statements of Ga Mee Global Limited (the “Company”) set out on pages 6 to 20, which comprise the statement of financial position as at 31 December 2023, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2023, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards (“IFRSs”) and have been properly prepared in compliance with the Hong Kong Companies Ordinance.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the HKICPA’s Code of Ethics for Professional Accountants (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2.2 to the financial statements, which indicates that the Company incurred a net loss of US$2,060,158 during the year ended 31 December 2023 and, as of that date, the Company’s current liabilities exceeded its current assets by US$4,031,046. As stated in Note 2.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Information other than the financial statements and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the information included in the report of the directors.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial statements
The directors are responsible for the preparation of the financial statements that give a true and fair view in accordance with IFRSs and the Hong Kong Companies Ordinance, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.
| 3 |
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
TO THE MEMBER OF GA MEE GLOBAL LIMITED
(Incorporated in Hong Kong with limited liability)
Auditor’s 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 auditor’s report that includes our opinion. Our report is made solely to you, as a body, in accordance with section 405 of the Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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. |
| · | 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. |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
| · | Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. |
| · | 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. |
| 4 |
INDEPENDENT AUDITOR’S REPORT (CONTINUED)
TO THE MEMBER OF GA MEE GLOBAL LIMITED
(Incorporated in Hong Kong with limited liability)
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
The engagement partner on the audit resulting in this independent auditor’s report is Yiu Chun Kit (practising certificate number: P07658).
/s/ OOP CPA & Co.
OOP CPA & Co.
Certified Public Accountants
Hong Kong
23 December 2025
| 5 |
GA MEE GLOBAL LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
YEAR ENDED 31 December 2023
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| REVENUE | 3 | 1,816,603 | 2,002,574 | |||||||
| Cost of services | (497,508 | ) | (319,843 | ) | ||||||
| Gross profit | 1,319,095 | 1,682,731 | ||||||||
| Other income | 4 | 35,523 | 25 | |||||||
| Administrative expenses | (3,374,201 | ) | (3,211,452 | ) | ||||||
| Finance costs | 6 | (40,575 | ) | (40,575 | ) | |||||
| LOSS BEFORE TAX | 5 | (2,060,158 | ) | (1,569,271 | ) | |||||
| Income tax expense | 8 | - | - | |||||||
| LOSS FOR THE YEAR AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (2,060,158 | ) | (1,569,271 | ) | ||||||
| 6 |
GA MEE GLOBAL LIMITED
STATEMENT OF FINANCIAL POSITION
31 December 2023
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| NON-CURRENT ASSET | ||||||||||
| Intangible assets | 9 | 2,704,992 | 2,704,992 | |||||||
| Total non-current assets | 2,704,992 | 2,704,992 | ||||||||
| CURRENT ASSETS | ||||||||||
| Amount due from a fellow subsidiary | 10 | 15,000 | - | |||||||
| Trade receivables | 3,695 | - | ||||||||
| Other receivables | 11 | 3,311,851 | 3,008,565 | |||||||
| Cash and bank balance | 12 | 27,669 | 11,905 | |||||||
| Total current assets | 3,358,215 | 3,020,470 | ||||||||
| CURRENT LIABILITIES | ||||||||||
| Amount due to immediate holding company | 10 | 7,078,100 | 4,864,923 | |||||||
| Amount due to a fellow subsidiary | 10 | 290,941 | 167,010 | |||||||
| Other payables and accruals | 20,220 | - | ||||||||
| Total current liabilities | 7,389,261 | 5,031,933 | ||||||||
| NET CURRENT LIABILITIES | (4,031,046 | ) | (2,011,463 | ) | ||||||
| TOTAL ASSETS LESS CURRENT LIABILITIES | (1,326,054 | ) | 693,529 | |||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Amount due to a fellow subsidiary | 10 | 2,823,271 | 2,782,696 | |||||||
| Total non-current liabilities | 2,823,271 | 2,782,696 | ||||||||
| NET LIABILITIES | (4,149,325 | ) | (2,089,167 | ) | ||||||
| 7 |
GA MEE GLOBAL LIMITED
STATEMENT OF FINANCIAL POSITION (continued)
31 December 2023
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| EQUITY | ||||||||||
| Share capital | 13 | 13 | 13 | |||||||
| Accumulated losses | (4,149,338 | ) | (2,089,180 | ) | ||||||
| Total equity | (4,149,325 | ) | (2,089,167 | ) | ||||||
| /s/ Yusuf Mohammedi Goolamabbas | /s/ Martin Zakovec | |
| Yusuf Mohammedi Goolamabbas | Martin Zakovec | |
| Director | Director |
| 8 |
GA MEE GLOBAL LIMITED
STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 December 2023
| Share | Accumulated | Total | ||||||||||
| capital | losses | equity | ||||||||||
| US$ | US$ | US$ | ||||||||||
| At 1 January 2022 | 13 | (519,909 | ) | (519,896 | ) | |||||||
| Loss for the year and total comprehensive income for the year | - | (1,569,271 | ) | (1,569,271 | ) | |||||||
| At 31 December 2022 and 1 January 2023 | 13 | (2,089,180 | ) | (2,089,167 | ) | |||||||
| Loss for the year and total comprehensive income for the year | - | (2,060,158 | ) | (2,060,158 | ) | |||||||
| At 31 December 2023 | 13 | (4,149,338 | ) | (4,149,325 | ) | |||||||
| 9 |
GA MEE GLOBAL LIMITED
STATEMENT OF CASH FLOWS
YEAR ENDED 31 December 2023
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
| Loss before tax | (2,060,158 | ) | (1,569,271 | ) | ||||||
| Adjustment for: | ||||||||||
| Finance costs | 6 | 40,575 | 37,129 | |||||||
| Interest income | 4 | (70 | ) | (25 | ) | |||||
| (2,019,653 | ) | (1,532,167 | ) | |||||||
| (Increase)/decrease in trade receivables | (3,695 | ) | 9,821 | |||||||
| Increase in other receivables | (303,286 | ) | (1,504,984 | ) | ||||||
| Increase in amount due from fellow subsidiary | (15,000 | ) | - | |||||||
| Increase in other payables and accruals | 20,220 | - | ||||||||
| Increase in amount due to immediate holding company | 2,213,177 | 3,079,121 | ||||||||
| Increase/(decrease) in amount due to a fellow subsidiary | 123,931 | (42,903 | ) | |||||||
| Cash generated from operations | 15,694 | 8,888 | ||||||||
| Interest received | 70 | 25 | ||||||||
| Net cash flows from operating activities | 15,764 | 8,913 | ||||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 15,764 | 8,913 | ||||||||
| Cash and cash equivalents at beginning of year | 11,905 | 2,992 | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 27,669 | 11,905 | ||||||||
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||||||||||
| Bank balances | 27,669 | 11,905 | ||||||||
| 10 |
GA MEE GLOBAL LIMITED
NOTES TO FINANCIAL STATEMENTS
31 December 2023
| 1. | CORPORATE 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.
| 2.1 | STATEMENT OF COMPLIANCE |
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) (which includes all International Financial Reporting Standards, International Accounting Standards ("IASs") and interpretations) as issued by the International Accounting Standards Board and the Hong Kong Companies Ordinance.
| 2.2 | BASIS OF PREPARATION |
These financial statements have been prepared under historical cost convention. These financial statements are presented in United States dollars (“US$”).
In preparing the financial statements, the directors considered the operations of the Company can continue as a going concern in spite of the Company’s net current liabilities of US$4,031,046 as at 31 December 2023. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern and hence, its ability to realise its assets and discharge its liabilities in the normal course of business.
The immediate holding company has agreed in writing (i) to provide adequate financial support so as to enable the Company to meet its liabilities as and when they fall due; and (ii) not to demand repayment of the amount of US$7,078,100 due until such time when any repayment will not affect its ability to repay other creditors in the normal course of business.
| 2.3 | CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES |
The Company has adopted the following new and revised IFRSs, which are applicable to the Company for the first time in the current year’s financial statements.
| IFRS 17 | Insurance Contracts | |
| Amendments to IAS 8 | Definition of Accounting Estimates | |
| Amendments to IAS 12 | Deferred tax related to assets and liabilities arising from a single transaction | |
| Amendments to IAS 12 | International Tax Reform-Pillar Two model Rules | |
| Amendments to IAS 1 and | Disclosure of Accounting Policies | |
| IFRS Practice Statement 2 |
The amendments did not have any impact on the financial position or performance of the Company.
| 11 |
| 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 2023 in these financial statements. Among these revised IFRSs, the following are expected to be relevant to the Company’s financial statements upon becoming effective:
| Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback1 | |
| Amendments to IAS 1 | Classification of Liabilities as Current or Non-current1 | |
| Amendments to IAS 1 | Non-current Liabilities with Covenants1 |
1Effective for annual periods beginning on or after 1 January 2024
Amendments to HKFRS 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 HKFRS 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.
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION |
Fair value measurement
The Company measures its derivative financial instruments at fair value at the end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
| 12 |
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.
Right-of-use of intellectual properties
Purchased right-of-use of intellectual properties are stated at cost less any impairment losses and are not amortised due to its estimated indefinite useful life.
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
| (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. |
Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is an indication that an asset may be impaired. If such an indication exists, the Company makes an estimate of the asset’s recoverable amount.
The recoverable amount of an asset is the higher of its fair value less costs of disposal and its value in use. 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. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e., a cash-generating unit).
An impairment loss is recognised in the statement of profit or loss whenever the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. The impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. A reversal of the impairment loss is limited to the asset's carrying amount that would have been determined had no impairment loss been recognised in prior years. The reversal of the impairment loss is credited to the statement of profit or loss in the year in which it arises.
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.
| 13 |
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Borrowing costs
Borrowing costs are expensed in the statement of profit or loss in the year in which they are incurred, except to the extent that they are capitalised as the costs directly attributable to the financing of the construction of a qualifying asset. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale.
Financial assets
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.
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.
Equity investments are measured at fair value through profit or loss unless, on initial recognition, the Company has irrevocably elected to designate such investments that are not held for trading as equity investments at fair value through other comprehensive income. Dividends of such investments are recognised in the statement of profit or loss when the Company’s right to receive payment is established. Changes in the fair value of such investments are recognised in other comprehensive income and are never recycled to the statement of profit or loss even when the assets are sold.
(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 that there has been a significant increase in credit when contractual payments are more than 30 days past due.
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.
| 14 |
| 2.5 | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
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 goods or 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 goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Company will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
When the contract contains a financing component which provides the customer with a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Company and the customer at contract inception. When the contract contains a financing component which provides the Company with a significant financial benefit for more than one year, revenue recognised under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.
Advertising income
The Company has contracts with customers to promote their business on the Company’s gaming 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.
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.
Foreign currency
Transactions in foreign currencies are translated into the functional currency of the Company using the exchange rates prevailing at the dates of the transactions. Exchange differences arising from the settlement of such transactions and from the retranslation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit or loss.
| 15 |
| 3. | REVENUE |
| 2023 | 2022 | |||||||
| US$ | US$ | |||||||
| Advertising income | 1,485,749 | 2,002,574 | ||||||
| Sales income | 330,854 | - | ||||||
| Total | 1,816,603 | 2,002,574 | ||||||
| 4. | OTHER INCOME |
Other income includes the following:
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| Bank interest income | 70 | 25 | ||||||||
| Service income from a fellow subsidiary | 14 | 35,453 | - | |||||||
| Total | 35,523 | 25 | ||||||||
| 5. | LOSS BEFORE TAX |
The Company’s loss before tax is arrived at after charging:
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| Service fees to a fellow subsidiary | 14 | 3,339,495 | 2,951,992 | |||||||
| Auditor’s remuneration | 12,208 | 3,205 | ||||||||
| 6. | FINANCE COSTS |
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| Interest on loan from a fellow subsidiary | 14 | 40,575 | 40,575 | |||||||
| 7. | DIRECTORS’ REMUNERATION |
No director received any fees or emoluments in respect of their services rendered to the Company during the year (2022: Nil).
| 16 |
| 8. | INCOME TAX |
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 (2022: 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:
| 2023 | 2022 | |||||||
| US$ | US$ | |||||||
| Loss before tax | (2,060,158 | ) | (1,569,271 | ) | ||||
| Tax at the statutory tax rate of 16.5% | (339,926 | ) | (258,930 | ) | ||||
| Income not subject to tax | (12 | ) | (4 | ) | ||||
| Tax losses not recognised | 339,938 | 258,934 | ||||||
| Tax charge at the effective rate of 0% (2022: 0%) | - | - | ||||||
The Company has tax losses arising in Hong Kong of US$4,072,952 (2022: US$2,012,724) that are available indefinitely for offsetting against its future taxable profits. Deferred tax assets have not been recognised in respect of these losses as the Company has been loss-making for some time and it is not considered probable that taxable profits will be available against which the tax losses can be utilised.
| 9. | INTANGIBLE ASSETS |
| Right-of-use of | ||||
| intellectual | ||||
| property | ||||
| US$ | ||||
| At 1 January 2022, 31 December 2022, | ||||
| 1 January 2023 and 31 December 2023 | ||||
| Cost | 2,704,992 | |||
| Accumulated impairment | - | |||
| Net carrying amount | 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 purchased the GAMEE Project that was developed by the fellow subsidiary and its related trademarks.
The acquired right-of-use of intellectual property has been assessed by the directors to have an indefinite useful life. In forming 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, given the continued viability of the blockchain gaming sector and the absence of indications of technological changes that would render blockchain technology obsolete. Since the acquisition of the GAMEE platform, the Company and its parent Animoca Group have established a growing user and partner base and operates under a sustainable ad-revenue sharing model across multiple platforms. The platform continues to be maintained and enhanced in accordance with the published development roadmap in whitepaper. Technological obsolescence is not considered a foreseeable constraint, owing to the decentralised and resilient nature of blockchain infrastructure, which does not have a finite operational life.
For the purpose of the impairment assessment, the Company has also considered the expected usage, the market value and the economic benefits generated by the GAMEE, which powers in-game functions, rewards, staking and etc.
| 17 |
| 10. | AMOUNT DUE FROM/(TO) RELATED COMPANIES |
| 2023 | 2022 | |||||||
| US$ | US$ | |||||||
| Due from a fellow subsidiary (note (a)) | 15,000 | - | ||||||
| Due to a fellow subsidiary (note (a)) | (290,941 | ) | (167,010 | ) | ||||
| Due to immediate holding company (note (a)) | (7,078,100 | ) | (4,864,923 | ) | ||||
| Loan from a fellow subsidiary (note (b)) | (2,823,271 | ) | (2,782,696 | ) | ||||
Notes:
| (a) | The balances with fellow subsidiaries and immediate holding company are unsecured, interest-free and repayable on demand. |
| (b) | Loan from a fellow subsidiary is unsecured and matures on 1 February 2026. The interest rate (per annum) of the loan in 2023 was 1.5% (2022: 1.5%). |
| 11. | Other receivables |
The carrying amount of other receivables approximated to their fair value as at 31 December 2023 and 2022. The expected credit losses as at 31 December 2023 and 2022 were considered to be minimal.
| 12. | Cash and bank balances |
Cash at bank earns interest at floating rates based on daily bank deposit rates. The carrying amounts of the cash and bank balances approximate to their fair values.
| 13. | SHARE CAPITAL |
| 2023 | 2022 | |||||||
| US$ | US$ | |||||||
| Issued and fully paid: | ||||||||
| 100 (2022: 100) ordinary shares | 13 | 13 | ||||||
| 14. | RELATED PARTY TRANSACTIONS |
In addition to the transactions disclosed elsewhere in these financial statements, the Company had the following material transactions with related parties during the year:
| Notes | 2023 | 2022 | ||||||||
| US$ | US$ | |||||||||
| Service income from a fellow subsidiary | (i) | 35,453 | - | |||||||
| Service fees to a fellow subsidiary | (ii) | (3,339,495 | ) | (2,951,992 | ) | |||||
| Interest expenses to a fellow subsidiary | (iii) | (40,575 | ) | (40,575 | ) | |||||
Notes:
| (i) | The service income from a fellow subsidiary was based on the market price. |
| (ii) | The service fees to a fellow subsidiary were based on the direct costs incurred, plus a margin of 5%. |
| (iii) | Interest expenses arising from loan from a fellow subsidiary. Details of the loan are included in note 10 to the financial statements. |
| 18 |
| 15. | 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:
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 bank balances earning interest at floating rates based on daily bank deposit rates, all the financial instruments of the Company as at the year-end were non-interest bearing, management considers that the exposure to interest rate risk is minimal.
Foreign currency risk
The Company has no significant foreign currency risk because its business is principally conducted in Hong Kong and most of the transactions are denominated in the Company’s functional currency. Since the United States dollar is pegged to the Hong Kong dollar, the Company’s exposure to foreign currency risk in respect of the bank balances denominated in Hong Kong dollars is considered to be minimal.
Credit risk
All the Company’s cash and bank balance are held in major financial institution located in Hong Kong, which management believes are of high credit quality.
Maximum exposure and year-end staging
The tables below show the credit quality and the maximum exposure to credit risk based on the Company’s credit policy, which is mainly based on past due information unless other information is available without undue cost or effort, and year-end staging classification as at 31 December 2023 and 2022. The amounts presented are gross carrying amounts of financial assets.
| 31 December 2023 | ||||||||||||||||||||
| 12-month | Lifetime | |||||||||||||||||||
| expected | expected | |||||||||||||||||||
| credit losses | credit losses | |||||||||||||||||||
| Simplified | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | approach | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Amount due from a fellow subsidiary | 15,000 | - | - | - | 15,000 | |||||||||||||||
| Trade receivables | 3,695 | - | - | - | 3,695 | |||||||||||||||
| Other receivables | 3,311,851 | - | - | - | 3,311,851 | |||||||||||||||
| Cash and bank balance | 27,669 | - | - | - | 27,66 | |||||||||||||||
| 3,358,215 | - | - | - | 3,358,215 | ||||||||||||||||
| 31 December 2022 | ||||||||||||||||||||
| 12-month | Lifetime | |||||||||||||||||||
| expected | expected | |||||||||||||||||||
| credit losses | credit losses | |||||||||||||||||||
| Simplified | ||||||||||||||||||||
| Stage 1 | Stage 2 | Stage 3 | approach | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Amount due from a fellow subsidiary | - | - | - | - | - | |||||||||||||||
| Trade receivables | - | - | - | - | - | |||||||||||||||
| Other receivables | 3,008,565 | - | - | - | 3,008,565 | |||||||||||||||
| Cash and bank balance | 11,905 | - | - | - | 11,905 | |||||||||||||||
| 3,020,470 | - | - | - | 3,020,470 | ||||||||||||||||
| 19 |
| 15. | FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) |
Liquidity risk
Liquidity risk is the risk that the Company cannot meet its current obligations. The Company aims to maintain sufficient cash and credit lines to meet its liquidity requirements.
The table below summarises the maturity profile of the Company’s non-derivative financial liabilities at 31 December based on contractual undiscounted payments.
| 31 December 2023 | Less than | More than | ||||||||||||||
| On demand | 12 months | 12 months | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Amount due to immediate holding company | 7,078,100 | - | - | 7,078,100 | ||||||||||||
| Amount due to a fellow subsidiary | 290,941 | - | 2,823,271 | 3,114,212 | ||||||||||||
| Other payables and accruals | - | 8,012 | - | 8,012 | ||||||||||||
| 7,369,041 | 8,012 | 2,823,271 | 10,200,324 | |||||||||||||
| 31 December 2022 | Less than | More than | ||||||||||||||
| On demand | 12 months | 12 months | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Amount due to immediate holding company | 4,864,923 | - | - | 4,864,923 | ||||||||||||
| Amount due to a fellow subsidiary | 167,010 | - | 2,782,696 | 2,949,706 | ||||||||||||
| Other payables and accruals | - | - | - | - | ||||||||||||
| 5,031,933 | - | 2,782,696 | 7,814,629 | |||||||||||||
Capital management
Capital of the Company for risk management purpose includes share capital and reserves. The Company’s objectives for managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders. No significant changes in the objectives, policies or processes for managing capital were made during the years ended 31 December 2023 and 31 December 2022.
| 16. | COMPARATIVE AMOUNTS |
Presentation and disclosures of certain items and balances in the financial statements have been revised. Accordingly, certain comparative amounts have been reclassified to conform with the current year’s presentation and disclosures.
| 17. | APPROVAL OF THE FINANCIAL STATEMENTS |
The financial statements were approved and authorised for issue by the board of directors on 23 December 2025.
Exhibit 99.3
Report of independent auditor for special purposes Gamee Mobile s.r.o. Accounting period from 1.1 . 2024 to 31.12.2024 Identification of the Company Company: Iden t ification No.: Reg i stered Office: Legal Form : File Number: Gamee Mobile s.r.o. 291 03 746 Rasfnovo nabrezf 71/10 , 128 oo Praha 2 Limited Liability Company C 281545 , Trade Register Court Prague TPA Audit s.r.o. 140 oo Praha 4, Antala Staska 2027/79 Tel. : +420 222 826 311, E - mail : audit@tpa - group .cz, www.tpa - group . cz Offices: 746 01 Opava, Veleslavinova 240/8, Tel.: +420 553 622 565 ID Nr. : 60203480, Municipal court in Prague , insert C.25463 Lic ence Nr. 80 of the Chamber of audito r s of the Czech Republic A l banie I Bulharsko I Cerna Hora I Ceska republika I Chorvatsko I Mad'arsko Polska I Rakousko I Rumunsko I Slovensko I Slovinsko I Srbsko CG bakertilly A Bake r Tilly E urope Alliance m e mb e r
Gamee Mobile s.r.o. The report is for the company's shareholder Auditor's Opinion We have audited the accompanying IFRS standalone reporting of the company Gamee Mobile s . r . o . (further also as the "Company") prepared in accordance with the principles of the International Financial Reporting Standards as adopted by the European Union, that comprise of the Balance Sheet as of 31 . 12 . 2024 , of the Income Statement for the year ended 31 . 12 . 2024 and notes to this IFRS standalone reporting, including a summary of significant accounting policies and other explanatory information . For details of the Company Gamee Mobile s . r . o . refer to Note 1 to the IFRS standalone reporting . In our opinion, the IFRS standalone reporting of the company Gamee Mobile s . r . o . as of 31 . 12 . 2024 and for the year then ended, was prepared correctly, in all material respects, on the basis of the statutory financ i al statements of the company Gamee Mobile s . r . o . for the year ended 31 . 12 . 2024 prepared in accordance with the Czech accounting legislation ("Statutory financial statements"), and reflecting all material differences between the Czech accounting legislation and the International Financial Reporting Standards as adopted by the European Union ("IFRS EU") . Basis for Opinion We conducted our audit in accordance with the international standards on auditing (ISA) . Our responsibilities under these standards are further described in the Auditor's Responsibilities for the Audit of the IFRS standalone reporting section of our report . We are independent of the Company in accordance with these standards valid for audit of this IFRS standalone reporting in the Czech Republic and we have fulfilled our other ethical responsibilities in accordance with these requirements . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion . Responsibility of the Statutory Director for the IFRS standalone reporting The Statutory Director is responsible for preparation and fair presentation of the IFRS standalone reporting in accordance with accounting principles of IFRS EU and for such internal control as the Statutory Director determines is necessary to enable the preparation of IFRS standalone reporting that is free from material misstatement, whether due to fraud or error . In preparing the IFRS standalone reporting , the Statutory Director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Statutory Director either intends to liquidate the Company or to cease operations , or has no realistic alternative but to do so . Auditor's Responsibility for the Audit of the IFRS standalone reporting Our objectives are to obtain reasonable assurance about whether the IFRS standalone reporting as a whole is free from material misstatement, whether due to fraud or error , and to issue an auditor's report that includes our opinion . Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists . Misstatements can arise from fraud or error and are considered material if , individually or in the aggregate, they could reasonably be expected to influence th nomic decisions of users taken on the basis of this IFRS standalone reporting . . '=' \ o oprcii, t,' "( : ,' .._'/ � � - - ;._ • .: . · - J;> (), :0 - 0 - :) 0 I,.. t,. q, C) ()' - l �
As part of an audit in accordance with the above law or regulation , we exercise professional judgment and maintain professional skepticism throughout the audit . We also : • Identify and assess the risks of material misstatement of the IFRS standalone reporting, whether due to fraud or error, design and perform audit procedures responsive to those risks , and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion . 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 . • 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 . • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Statutory Director . • Conclude on the appropriateness of the Statutory Director's use of the going concern basis of accounting and , based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company ' s ability to continue as a going concern . If we conclude that a material uncertainty exists, we are required to draw attention in our auditor ' s report to the related disclosures in the IFRS standalone reporting or , if such disclosures are inadequate , to modify our opinion . Our conclusions are based on the audit evidence obtained up to the date of our auditor ' s report . However , future events or conditions may cause the Company to cease to continue as a going concern . • Evaluate the overall presentation, structure and content of the IFRS standalone reporting , including the disclosures, and whether represent the underlying transactions and events in a manner that achieves fair presentation . We communicate with the Statutory Director regarding , among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit . In Prague, on 20.1.2026 � ClZ � � � t it � ;·· · · ·· ······· f ·· · ·· ·· ·············· Ing. Pavel Prazak Certificate No . 1968 KACR a 2027/79 , Praha 4 cate No. 080 KACR
Gamee Mobile s.r.o. IFRS Standalone Reporting As of and for the year ended 31 December 2024 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 CONTENT A. BALANCE SHEET ...................................................................................................... 3 B. INCOME STATEMENT ...............................................................................................4 C. GENERAL INFORMATION ........................................................................................ 5 1. 1.1 1.2 1.3 2. DESCRIPTION OF THE COMPANY .....................................................................................................5 Description of the company....................................................................................................................5 Members of the statutory bodies ............................................................................................................5 Employees ............................................................................................................................. ... ...............5 ACCOUNTING FRAMEWORK AND GENERAL INFORMATION FOR THE PREPARATION OF THE IFRS STANDALONE REPORTING...............................................................................................5 ACCOUNTING POLICIES ..................................................................................................................... 6 INFORMATION ON RISKS, RISK PROFILE........................................................................................7 ABBREVIATED NOTES TO THE IFRS STANDALONE REPORTING .............................................. 8 Non - current assets ............................................................................................................................. ... . 8 Trade and other receivables........................................................................................................ ... ........ 8 Cash and cash equivalents ..................................................................................................................... 8 Current liabilities ............................................................................................................................. ... ... 8 Revenues and costs of provided services .............................................................................................. 8 Payroll costs........................................................................................................................ ... ................. 8 Financial costs and income.................................................................................................................... 8 SUBSEQUENT EVENTS....................................................................................................................... . 9 3. 4. 5. 5.1 5.2 5.3 5.4 5.5 5.6 5.7 6. Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 A. BALANCE SHEET As of 31 December 2023 2024 Note In thousands of CZK 63 174 69 414 Assets Non – current receivables 4 910 3 462 Other non - current assets 68 084 72 876 5.1 Non - current assets 17 838 12 733 5.2 Trade receivables 1 937 3 201 5.2 Other receivables and other assets 8 207 16 970 5.3 Cash and cash equivalents 27 982 32 904 Current assets 96 066 105 780 Total assets 2023 2024 Note In thousands of CZK 471 471 Equity Share capital 118 063 118 063 Other capital funds (42 389) (33 386) Retained earnings 76 145 85 148 Total equity Liabilities 1 881 1 069 Lease liability – long - term 1 881 1 069 Non - current liabilities 11 303 12 278 Advances received 4 327 4 497 Trade payables 752 782 Lease liability – short - term 1 658 2 006 Other liabilities 18 040 19 563 5.4 Current liabilities 19 921 20 632 Total liabilities 96 066 105 780 Total equity and liabilities 3 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 B. INCOME STATEMENT For the year ended 31 December 2023 2024 Note In thousands of CZK 73 810 73 891 5.5 Revenues from services 797 - Other operating revenues 74 607 73 891 Total revenues 61 301 59 666 5.5 Costs of provided services 7 400 8 957 5.6 Payroll costs 1 842 1 773 Other operating costs 4 064 3 495 Operating result 895 947 Interest income 105 74 Interest expense 1 279 5 393 5.7 Other financial expenses – net (cost (+) / income ( - )) 489 6 266 Financial result 3 575 9 761 Profit or loss before tax 1 723 726 Income tax 5 298 9 035 Net result after tax 4 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 C. GENERAL INFORMATION 1. DESCRIPTION OF THE COMPANY 1. Description of the company Company: Identification number: Date of Establishment: Registered Office: Legal form: Subject of business: Gamee Mobile s.r.o. (hereinafter referred to as the "Company") 29103746 The Company was registered into commercial register on 8 July 2010 Rašínovo nábřeží 71/10, Vyšehrad, 128 00 Praha 2 Limited liability company Production, trade and services not listed in Annexes 1 to 3 of the Trade Licensing Act / Providing IT development services. Section C 281545, entry of the Commercial Register kept by the Regional Court in Prague Trade Register File Nr: Country of incorporation: Czech Republic Accounting period: 1 January 2024 – 31 December 2024 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. 3. Employees In both 2024 and 2023 , the Company had 3 employees (average FTE) . 2. ACCOUNTING FRAMEWORK AND GENERAL INFORMATION FOR THE PREPARATION OF THE IFRS STANDALONE REPORTING The attached IFRS standalone reporting of the Company was prepared in accordance with the accounting principles of the International Financial Reporting Standards (IFRS) as adopted by the EU . It does not represent a full set of financial statements in accordance with IFRS, which would have to contain the required statements and disclosures, however, the Balance Sheet and the Income Statement have been prepared in accordance with the IFRS accounting principles . The accounting period for 2024 is the period of twelve months from 1 January 2024 to 31 December 2024 . This IFRS reporting is presented in thousands of CZK (rounded according to generally accepted methods), unless stated otherwise . The purpose of preparation of this reporting using the IFRS accounting principles is to provide a picture of the assets and liabilities of the Company as per IFRS, as compared to the standalone financial statements prepared using the Czech accounting guidelines, to be used by the current and potential users . 5 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 3. ACCOUNTING POLICIES Reporting currency The Company determined CZK as its reporting currency. 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 : 31.12.2023 31.12.2024 quantity FX rates CZK 22,376 24,237 1 USD 24,725 25,185 1 EUR 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 . 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 . 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 . Impairment In accordance with IAS 36 , the Company performs impairment tests when there are indications that an asset may be impaired . The Company determines the recoverable amount, which is the higher of the fair value less the cost of selling and value in use . If the carrying amount of an asset exceeds the recoverable amount, the difference is recognised as an impairment loss . If there is an indication that the reasons for impairment no longer exist or have decreased, the impairment loss is reversed to the carrying amount of the respective asset . 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 . 6 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 Current taxes 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 . Deferred 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 . 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 . Recognition of revenues Revenues from sale of electric energy are recorded in the period, to which they relate . Contractual incentives are not used . Judgments and estimates When preparing the financial statements, the Group’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 . 4. INFORMATION ON RISKS, RISK PROFILE 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 reliable related parties . Loans are provided exclusively to companies within the group (related parties) . 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 of the liquidity risk is to secure necessary cash position to be able to pay the Group’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 . Further the Company maintains cash and liquid deposits to meet the unexpected liabilities . 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 . 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 . 7 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 5. ABBREVIATED NOTES TO THE IFRS STANDALONE REPORTING 1. 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 loan bears a market interest rate and therefore 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 calculated primarily from accumulated tax losses. 2. Trade and other 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. 3. Cash and cash equivalents 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. 4. 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. 5. Revenues and costs of provided services The Company provides IT development services to related parties, where its costs are primarily staff costs provided by external parties. Revenues represent recharge of the Company s costs +5% mark - up. 6. Payroll costs Payroll costs contain primarily management remuneration, including the social and health security charges. 7. 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 5.1 above) in the amount of CZK 5.3 million (2023: loss on revaluation of the loan of CZK 0.7 million). 8 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Gamee Mobile s.r.o. Rašínovo nábřeží 71/10, Prague 2 IFRS standalone reporting as of and for the year ended 31 December 2024 6. 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. 7 June 2025 .………………………………. Martin Žákovec Authorised Representative (Proxy Holder) 9 Doc ID: 4d400fd8e65d3e8886717839b33cdb6a6e361067
Exhibit 99.4
Independent Auditor's Report Gamee Mobile s.r.o. for the audited period from 1 January 2023 to 31 December 2023 Identification of the accounting entity Company: Gamee Mobile s.r.o. Registration No.: 29103746 Registered office: Rasinovo nabrezi 71/10, 128 00 Prague 2 Legal form: Limited liability company File reference: C 281545, Municipal Court in Prague TPA Audit s.r.o. 140 00 Prague 4, Antala Staska 2027/79 Tel.: +420 222 826 311, E - mail: audit@tpa - group.cz, www.tpa - group.cz Branch: 746 01 Opava, Veleslavinova 240/8, Tel.: +420 553 622 565 ID No.: 60203480, Municipal Court in Prague, file ref. C.25463 Authorization No. 80, Chamber of Auditors of the Czech Republic
The report is addressed to the members of the accounting entity Auditor's Opinion We have audited the attached financial statements of Gamee Mobile s . r . o . (hereinafter also the "Company") prepared in accordance with Czech accounting regulations, which comprise the balance sheet as at 31 December 2023 , the profit and loss statement for the year ended 31 December 2023 and the notes to these financial statements, which include a description of the significant accounting methods used and other explanatory information . Information about Gamee Mobile s . r . o . is provided in Note 1 of the notes to these financial statements . In our opinion, the financial statements present a true and fair view of the assets and liabilities of Gamee Mobile s.r.o. as at 31 December 2023 and of its costs, revenues and profit/loss for the year ended 31 December 2023 in accordance with Czech accounting regulations. Basis for Opinion We conducted the audit in accordance with the Act on Auditors and the auditing standards of the Chamber of Auditors of the Czech Republic for audits, which are the International Standards on Auditing (ISA) supplemented and modified by relevant application clauses . Our responsibility as established by these regulations is described in more detail in the section Auditor's Responsibility for the Audit of the Financial Statements . In accordance with the Act on Auditors and the Code of Ethics adopted by the Chamber of Auditors of the Czech Republic, we are independent of the Company and have fulfilled our other ethical obligations arising from the aforementioned regulations . We believe that the audit evidence we have gathered provides a sufficient and appropriate basis for expressing our opinion . Responsibility of the Company's Statutory Body for the Financial Statements The statutory body is responsible for the preparation of financial statements that present a true and fair view in accordance with Czech accounting regulations and for maintaining such an internal control system as it deems necessary for the preparation of financial statements that are free from material misstatement, whether due to fraud or error . When preparing the financial statements, the Company's statutory body is required to assess whether the Company is capable of continuing as a going concern and, where relevant, to disclose in the notes to the financial statements matters relating to its going concern and the use of the going concern assumption in preparing the financial statements, except in cases where the statutory body plans to liquidate the Company or to cease its operations, or has no other realistic alternative but to do so . Auditor's Responsibility for the Audit of the Financial Statements Our objective is 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 auditor's report containing our opinion . Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the aforementioned regulations will always detect a material misstatement that exists in the financial statements when it exists . Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements . In performing an audit in accordance with the above - mentioned regulations, it is our duty to apply professional judgment and maintain professional scepticism throughout the audit . It is also our duty : • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responding to those risks, and obtain sufficient and appropriate audit evidence on which to base our opinion . The risk of not detecting a material misstatement resulting from
fraud is higher than that of not detecting a material misstatement caused by error, because fraud may involve collusion, forgery, intentional omissions, misrepresentations or the circumvention of internal controls.
• Obtain an understanding of the Company's internal control system relevant to the audit to the extent necessary to design audit procedures appropriate to the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control system . • Evaluate the appropriateness of accounting policies used, the reasonableness of accounting estimates made and related information disclosed by the Company's statutory body in the notes to the financial statements . • Conclude on the appropriateness of the use of the going concern assumption by the Company's statutory body in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern . If we conclude that a material uncertainty exists, we are required to draw attention in our report to the information disclosed in the notes to the financial statements in this regard, and if this information is not sufficient, to modify our opinion . Our conclusions regarding the Company's ability to continue as a going concern are based on the audit evidence obtained up to the date of our report . However, future events or conditions may cause the Company to cease to be able to continue as a going concern . • Evaluate the overall presentation, structure and content of the financial statements, including the notes, and whether the financial statements represent the underlying transactions and events in a manner that achieves true presentation . We are required to inform the Company's statutory body, among other things, about the planned scope and timing of the audit and significant findings identified during its conduct, including significant deficiencies in the internal control system that we have identified . In Prague, 2 August 2024 Auditor: TPA Audit s.r.o. Ing. Radek Stein Antala Staska 2027/79, Prague 4 Authorization No. 2193 KACR Authorization No. 080 KACR
GAMEE MOBILE s.r.o. Rasinovo nabrezi 71/10, Prague 2, 128 00 BALANCE SHEET – FULL FORMAT AS AT 31 DECEMBER 2023 (in CZK thousands) Prior period Current period ASSE TS Net Net Corrections Gross Description Code 88 675 93 244 - 184 93 428 TOTAL ASSETS 63 023 63 219 - 184 63 403 Non - current assets B. 0 0 0 0 Intangible non - current assets B.I. 89 45 - 184 229 Tangible non - current assets B.II. 89 45 - 184 229 Movable assets and their sets B.II.2. 62 934 63 174 0 63 174 Non - current financial assets B.III. 62 934 63 174 0 63 174 Loans to controlled/controlling entity B.III.2. 25 434 29 488 0 29 488 Current assets C. 17 952 21 281 0 21 281 Receivables C.II. 320 2 043 0 2 043 Long - term receivables C.II.1. 0 1 723 0 1 723 Deferred tax asset C.II.1. 4. 320 320 0 320 Other receivables C.II.1. 5. 320 320 0 320 Long - term prepayments made C.II.1. 5.2. 17 632 19 238 0 19 238 Short - term receivables C.II.2. 16 292 17 838 0 17 838 Trade receivables C.II.2. 1. 1 340 1 400 0 1 400 Other receivables C.II.2. 4. 92 355 0 355 Receivables from members C.II.2. 4.1. 1 026 577 0 577 Tax receivables – state C.II.2. 4.3. 222 468 0 468 Short - term prepayments made C.II.2. 4.4. 7 482 8 207 0 8 207 Cash and cash equivalents C.IV. 5 0 0 0 Cash on hand C.IV.1 . 7 477 8 207 0 8 207 Cash at bank C.IV.2 . 218 537 0 537 Deferred items D. 218 286 0 286 Prepaid expenses D.1. 0 251 0 251 Accrued income D.3. Prior period Net Current period Net LIABI LITIE S 88 675 93 244 TOTAL LIABILITIES AND EQUITY 70 527 75 956 Equity A. 471 471 Share capital A.I. 471 471 Basic capital A.I.1.
Prior period Net Current period Net LIABI LITIE S 118 063 118 063 Share premium and capital funds A.II. 118 063 118 063 Capital funds A.II.2. 118 063 118 063 Other capital funds A.II.2. 1. - 54 413 - 48 006 Retained earnings from prior years (+/ - ) A.IV. - 54 413 - 48 006 Retained earnings / accumulated loss from prior years A.IV.1 . 6 406 5 428 Profit/loss for the current period (+/ - ) A.V. 18 148 17 288 External resources B+C. 0 204 Provisions B. 0 204 Other provisions B.4. 18 148 17 084 Liabilities C. 11 361 11 303 Long - term liabilities C.I. 11 361 11 303 Long - term advances received C.I.3. 6 787 5 781 Short - term liabilities C.II. 5 732 4 327 Trade payables C.II.4. 1 055 1 454 Other liabilities C.II.8. 255 373 Payables to employees C.II.8. 3. 128 102 Social security and health insurance payables C.II.8. 4. 48 94 Tax liabilities and subsidies – state C.II.8. 5. 324 585 Accrued liabilities C.II.8. 6. 300 300 Other liabilities C.II.8. 7. 0 0 Deferred items D. 0 0 Deferred income D.1. Prepared: 25 June 2024 Signatory: ROBERT WILLIAM HONG - SAN YUNG, statutory body
GAMEE MOBILE s.r.o. PROFIT AND LOSS STATEMENT – FULL FORMAT (BY NATURE) FOR THE PERIOD FROM 1 JANUARY 2023 TO 31 DECEMBER 2023 (in CZK thousands) Prior period Current period Description Cod e 77 990 73 810 Revenue from goods and services sold I. Revenue from goods sold II. 68 848 62 835 Production consumption A. Cost of goods sold A.1. 1 048 882 Materials and energy consumption A.2. 67 800 61 953 Services A.3. Change in inventory of own production (+/ - ) B. Capitalisation ( - ) C. 5 199 7 400 Personnel costs D. 3 676 5 558 Wages and salaries D.1. 1 523 1 842 Social security, health insurance and other costs D.2. 1 228 1 405 Social security and health insurance costs D.2. 1. 295 437 Other costs D.2. 2. 22 45 Value adjustments in operating area E. 22 45 Value adjustments to intangible and tangible non - current assets E.1. 22 45 – permanent E.1. 1. – temporary E.1. 2. Value adjustments to inventories E.2. Value adjustments to receivables E.3. 1 197 797 Other operating revenues III. Revenue from sold non - current assets III.1. 2 Revenue from sold materials III.2. 1 197 795 Other operating revenues III.3. 35 238 Other operating costs F. Net book value of non - current assets sold F.1. Materials sold F.2. Taxes and fees F.3. 204 Provisions in operating area and complex prepaid costs F.4. 35 34 Other operating costs F.5. 5 083 4 089 Operating profit/loss (+/ - ) * 0 0 Revenue from non - current financial assets – shares IV. 917 895 Interest income and similar revenues VI. 917 895 – from controlled/controlling entity VI.1. – other interest income VI.2. 0 Value adjustments and provisions in financial area I. 0 0 Interest expense and similar costs J. 3 968 1 772 Other financial revenues VII. 3 562 3 051 Other financial costs K. 1 323 - 384 Financial profit/loss (+/ - ) *
Prior period Current period Description Cod e 6 406 3 705 Profit/loss before tax (+/ - ) ** 0 - 1 723 Income tax L. Current income tax L.1. - 1 723 Deferred income tax (+/ - ) L.2. 6 406 5 428 Profit/loss after tax (+/ - ) ** Transfer of profit share to members (+/ - ) M. 6 406 5 428 Profit/loss for the accounting period (+/ - ) *** 84 072 77 274 * Net turnover for the accounting period = I. + II. + III. + IV. + V. + VI. + VII. Prepared: 25 June 2024 Signatory: ROBERT WILLIAM HONG - SAN YUNG, statutory body
Accounting entity GAMEE MOBILE s.r.o. Notes to the Financial Statements as at 31 December 2023
CONTENTS 3 DESCRIPTION OF THE COMPANY 1. 3 BASIC PRINCIPLES FOR PREPARING THE FINANCIAL STATEMENTS 2. 3 GENERAL ACCOUNTING PRINCIPLES, ACCOUNTING METHODS AND THEIR CHANGES AND DEVIATIONS 3. 3 Intangible non - current assets a) 4 Tangible non - current assets b) 4 Financial assets c) 4 Cash and cash equivalents d) 4 Receivables e) 5 Equity f) 5 External resources g) 5 Leasing h) 5 Foreign currency translation method i) 5 Use of estimates j) 5 Accounting for revenues and costs k) 5 Income tax l) 6 Subsequent events m) 6 NON - CURRENT ASSETS 4. 6 Tangible non - current assets (CZK thousands) a) 6 Non - current financial assets (CZK thousands) b) 7 RECEIVABLES 5. 7 LONG - TERM LIABILITIES 6. 7 SHORT - TERM LIABILITIES 7. 7 OFF - BALANCE SHEET INFORMATION 8. 7 PERSONNEL COSTS 9. 7 INFORMATION ON TRANSACTIONS WITH RELATED PARTIES 10. 8 SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE 11.
Accounting entity GAMEE MOBILE s . r . o . Notes to the Financial Statements as at 31 December 2023 1. DESCRIPTION OF THE COMPANY Gamee Mobile s . r . o . (hereinafter the "Company") is a limited liability company with its registered office at Rasinovo nabrezi 71 / 10 , Prague 2 , Czech Republic, identification number 291 03 746 . The Company was registered in the Commercial Register maintained by the Municipal Court in Prague under file reference C, section 281545 . The main subject of its business is the provision of services in the field of application development and related services . The balance sheet date is 31 December 2023 . The consolidated financial statements for the largest group of accounting entities to which the Company as a consolidated accounting entity belongs are prepared by Animoca Brands Corporation Limited, Australian Business Number : 29 122 921 813 , with its registered office at 169 Fullarton RD, Dulwich, SA 5065 , Australia . 2. BASIC PRINCIPLES FOR PREPARING THE FINANCIAL STATEMENTS The attached individual (non - consolidated) financial statements were prepared in accordance with Act No . 563 / 1991 Coll . , on Accounting, as amended (hereinafter the "Accounting Act") and Decree No . 500 / 2002 Coll . , implementing certain provisions of Act No . 563 / 1991 Coll . , on Accounting, as amended, for accounting entities that are entrepreneurs using the double - entry bookkeeping system, as amended, effective for 2023 (hereinafter the "Implementing Decree to the Accounting Act") . The Company presents revenues and costs in its profit and loss statement as positive amounts . The financial statements are prepared on the assumption that the accounting entity will continue as a going concern . The data in these financial statements are expressed in thousands of Czech crowns (CZK), unless otherwise stated . 3. GENERAL ACCOUNTING PRINCIPLES, ACCOUNTING METHODS AND THEIR CHANGES AND DEVIATIONS The valuation methods used by the Company when preparing the financial statements for 2023 and 2022 are as follows : a) Intangible non - current assets Intangible non - current assets are valued at cost, which includes the acquisition price and costs related to the acquisition. Intangible non - current assets produced in - house are valued at own costs, which include direct material and wage costs and manufacturing overhead. Intangible non - current assets exceeding CZK 80 thousand in 2023 and 2022 are depreciated as costs based on the estimated useful life of the respective asset. Depreciation Depreciation is calculated based on the acquisition cost and the estimated useful life of the respective asset . The depreciation plan is updated during the use of intangible non - current assets based on the expected useful life and estimated residual value of the asset . The estimated useful life is set as follows : Number of years (from – to) 5 Domains
3 Software
Accounting entity GAMEE MOBILE s.r.o. Notes to the Financial Statements as at 31 December 2023 If there is a decrease in the carrying value of intangible non - current assets, the Company creates an allowance due to temporary non - use, damage, etc. Technical improvements to intangible non - current assets increase their acquisition cost. Repairs and maintenance are charged to costs. b) Tangible non - current assets Tangible non - current assets are valued at cost, which includes the acquisition price, transportation costs, customs duties and other costs related to the acquisition. Tangible non - current assets produced in - house are valued at own costs, which include direct material and wage costs and manufacturing overhead. Tangible non - current assets exceeding CZK 80 thousand in 2023 and 2022 are depreciated as costs based on the estimated useful economic life of the respective asset. Technical improvements to tangible non - current assets increase their acquisition cost. Repairs and maintenance are charged to costs. Depreciation Depreciation is calculated based on the acquisition cost and the estimated useful life of the respective asset . The depreciation plan is updated during the use of tangible non - current assets based on the expected useful life and estimated residual value of the asset . The estimated useful life is set as follows : Number of years (from – to) 3 Computers 5 Furniture If there is a decrease in the carrying value of tangible non - current assets, the Company creates an allowance due to temporary non - use, damage, etc. c) Financial assets Non - current financial assets mainly comprise loans and credits with a maturity of more than one year, equity interests, realisable securities and shares, and bond securities held to maturity. If there is a decrease in the carrying value of non - current financial assets that is not recognised at the balance sheet date, the difference is considered a temporary decrease in value and is accounted for as an allowance. d) Cash and cash equivalents Cash and cash equivalents comprise cash, money in hand and amounts in bank accounts. e) Receivables Receivables are recognised at their nominal value upon initial recognition . The valuation of doubtful receivables is reduced through allowances to their realisable value, based on individual assessment of individual debtors and the age structure of receivables . Accrued income – assets side is valued on the basis of expert estimates and calculations . They are divided into short - term and long - term .
Accounting entity GAMEE MOBILE s . r . o . Notes to the Financial Statements as at 31 December 2023 Receivables and accrued income – assets side are divided into short - term (maturity up to 12 months inclusive) and long - term (maturity over 12 months), where short - term items are due within one year from the balance sheet date . f) Equity The Company's share capital is reported at the amount registered in the Commercial Register of the Municipal Court . Any increase or decrease in share capital based on a resolution of the general meeting that has not been registered by the date of the financial statements is reported as changes in share capital . Contributions exceeding the share capital are reported as share premium . Other capital funds are created by cash contributions in excess of the share capital value . g) External resources The Company creates provisions for losses and risks in cases where it is possible to determine with a high degree of probability the title, amount and due date of the obligation, while maintaining material and temporal context . Long - term and short - term liabilities are reported at their nominal values . Accrued liabilities – liabilities side are valued on the basis of expert estimates and calculations . They are divided into short - term and long - term . h) Leasing The Company accounts for leased assets in such a way that it includes lease instalments in costs and, in the case of a finance lease, activates the corresponding value of the leased asset at the time the lease contract ends and the option to purchase is exercised . Pre - paid lease instalments are deferred over time . i) Foreign currency translation method Assets and liabilities denominated in a foreign currency are valued in Czech crowns (at the exchange rate applicable on the date they were incurred) and monetary items were translated at the balance sheet date at the exchange rate announced by the Czech National Bank as at 31 December . Realised and unrealised exchange gains and losses are recognised in financial revenues or financial costs of the current year . j) Use of estimates The preparation of financial statements requires the Company's management to use estimates and assumptions that affect the reported values of assets and liabilities at the date of the financial statements and the reported amount of revenues and costs during the period under review . The Company's management determined these estimates and assumptions on the basis of all relevant information available to it . However, as is inherent in the nature of the estimate, the actual values may differ from these estimates in the future . k) Accounting for revenues and costs Revenues and costs are accounted for on an accrual basis, i . e . in the period to which they are materially and temporally related . l) Income tax
The income tax charge is calculated using the applicable tax rate from the accounting profit increased or decreased by permanently or temporarily tax non - deductible costs and non - taxable revenues (e . g . , creation and reversal of other provisions and allowances, representation costs, difference between accounting and tax depreciation, etc . ) . Items reducing the tax base (donations), deductible items (tax losses, R&D ; project costs) and income tax credits are also taken into account .
Accounting entity GAMEE MOBILE s . r . o . Notes to the Financial Statements as at 31 December 2023 Deferred tax liability reflects the tax impact of temporary differences between the carrying amounts of assets and liabilities from an accounting perspective and the determination of the income tax base, taking into account the period of realisation . Differences arising from the first year of accounting for deferred tax from all temporary differences are charged to equity . In the event that the financial statements precede the final calculation of income tax, the accounting entity creates a provision for income tax . m) Subsequent events The impact of events that occurred between the balance sheet date and the date of preparation of the financial statements is recognised in the accounting records in cases where these events provided additional information about the circumstances that existed on the balance sheet date . In the event that significant events reflecting circumstances that arose after the balance sheet date occurred between the balance sheet date and the date of preparation of the financial statements, the consequences of these events are described in the notes to the financial statements but are not accounted for in the accounting records . 4. NON - CURRENT ASSETS a) Tangible non - current assets (CZK thousands) ACQUISITION COST Closing balance Disposals Additions Opening balance 229 0 0 229 Movable assets and their sets (computers) Incomplete non - current tangible assets 229 0 0 229 Total 2023 229 0 112 117 Total 2022 ALLOWANCES AND ACCUMULATED DEPRECIATION Carrying amount Allowances Closing balance Disposals Depreciation Opening balance 45 0 185 0 45 140 Movable assets and their sets (computers) 0 0 0 0 0 0 Incomplete non - current tangible assets 45 0 185 0 45 140 Total 2023 89 0 140 0 25 117 Total 2022 b) Non - current financial assets (CZK thousands) The loan in non - current financial assets represents a long - term interest - bearing loan to a related party with a balance of CZK 63,174 thousand as at 31 December 2023 (31 December 2022: CZK 62,934 thousand).
Accounting entity GAMEE MOBILE s.r.o. Notes to the Financial Statements as at 31 December 2023 5. RECEIVABLES Receivables with a maturity of more than 5 years amounted to CZK 0 thousand as at 31 December 2023 ( 31 December 2022 : CZK 0 thousand) . The Company has no receivables secured by real collateral. 6. LONG - TERM LIABILITIES Liabilities with a maturity of more than 5 years amounted to CZK 0 thousand as at 31 December 2023 ( 31 December 2022 : CZK 0 thousand) . 7. SHORT - TERM LIABILITIES As at 31 December 2023 and 31 December 2022 , the Company had no short - term liabilities secured by a lien or guarantee in favour of a creditor . Accrued liabilities – liabilities side amount to CZK 585 thousand . The estimate was determined on the basis of a qualified consumption estimate . 8. OFF - BALANCE SHEET INFORMATION Liabilities not included in the balance sheet arising from future minimum lease payments for the lease of office premises amount to CZK 2 , 590 thousand . 9. PERSONNEL COSTS The average number of employees during 2023 was 2.75 persons (during 2022: 3.43 persons). 10. INCOME TAX For 2022 , as a precautionary measure, the Company did not recognise a deferred tax asset . In view of the expected positive development of business results, the Company decided to recognise the deferred tax asset again due to tax losses in the balance sheet as at 31 December 2023 in the amount of CZK 1 , 723 thousand . With regard to the guidance of the National Accounting Council NUR I - 9 , the deferred tax asset was recognised in the profit and loss statement (item L . 2 of the Profit and Loss Statement), as this is a change in the estimate of its realisability . 11. INFORMATION ON TRANSACTIONS WITH RELATED PARTIES The Company provides services to related parties within the framework of standard business activities. In 2023, the value of these services amounted to CZK 72,770 thousand (in 2022: CZK 76,963 thousand). As at 31 December 2023, the Company has short - term receivables from related parties in the amount of CZK 17,750 thousand (31 December 2022: CZK 16,186 thousand). As at 31 December 2023, the Company has loan receivables from a related party in the amount of CZK 63,174 thousand (31 December 2022: CZK 62,934 thousand). As at 31 December 2023, the Company records a long - term advance received from its related party in the amount of CZK 11,240 thousand (31 December 2022: CZK 11,361 thousand).
Accounting entity GAMEE MOBILE s . r . o . Notes to the Financial Statements as at 31 December 2023 As at 31 December 2023 , the Company records a short - term other liability to a related party in the amount of CZK 281 thousand ( 31 December 2022 : CZK 284 thousand) and another receivable in the amount of CZK 355 thousand ( 31 December 2022 : CZK 92 thousand) . 12. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE As at the date of preparation of the financial statements, the Company's management is not aware of any significant events that would have affected the financial statements as at 31 December 2023 . Prepared on: 25 June 2024 Name and signature of the Company's statutory body: ROBERT WILLIAM HONG - SAN YUNG
Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Code of Federal Regulations, and presents the pro forma effects of the acquisition (such transaction, the “Acquisition”) by AlphaTON Capital Corp, a company organized under the laws of the British Virgin Islands (“BVI”) with its registered office located at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, BVI, VG1110 (the “Company”), of a 60% ownership interest in Ga Mee Global Limited a company incorporated in Hong Kong (“GaMee Global”) and certain digital tokens from Animoca Brands Limited (the “Seller”). The Seller, prior to closing, will conduct a reorganization to transfer 100% of the equity of Gamee Limited, a company incorporated in the United Kingdom (“Gamee Limited” or 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 (“Gamee Mobile” and together with the UK Company and GaMee Global, “GaMee” or the “Acquired Companies”). The Company will make a payment at close and will potentially make two deferred payments following the one- and two-year anniversaries of close for the Acquired Companies and the digital tokens. The payment at close will consist of (i) an aggregate of $1.5 million in cash, (ii) 99,800 in ordinary shares with a fair value of less than $0.1 million, and (iii) pre-funded warrants exercisable for 1,900,200 ordinary shares with an estimated fair value of $0.7 million. The total deferred payments to be made following the one- and two-year anniversaries of close will, contingent upon the achievement of certain performance-related metrics, consist of (i) an aggregate of up to $4.0 million in cash and (ii) up to 2 million ordinary shares of the Company. The estimated aggregate fair value of the total deferred payments was $3.5 million as of March 19, 2026. The Seller will retain 40% of the equity in GaMee Global following closing. Upon the closing of the transaction, the Seller will also transfer to the Company 878,048,200 and 20,478,118,312 GaMee and WAT tokens with a fair value of $0.8 million and $0.1 million, respectively. Within 90 days of closing, the Company is required to purchase $2.0 million in GaMee tokens on the open market. As of March 19, 2026, the market capitalization of GaMee tokens was approximately $1.8 million.
Description of the Acquisition
The Company entered into a sale and purchase agreement, dated as of March 19, 2026, in respect of the Acquisition (the “Purchase Agreement”) by and between the Company and the Seller. Pursuant to the Purchase Agreement, the Company will acquire 60% of the issued and outstanding shares of GaMee Global from the Seller (the “Purchased Shares”). In exchange for the Purchased Shares, upon the closing of the Acquisition (the “Closing”), the Company will pay $1.5 million in cash and issue an aggregate of 99,800 ordinary shares and 1,900,200 pre-funded warrants of the Company with a total aggregated estimated fair value of $0.8 million, subject to certain adjustments as set forth in the Purchase Agreement. In the 90 days following Closing, the Company will also purchase off the open market $2.0 million worth of GaMee tokens, as set forth in the Purchase Agreement. As of March 19, 2026, the market capitalization of GaMee tokens was approximately $1.8 million. Following the Closing, the Company will pay up to an additional $4.0 million in cash and issue up to 2 million ordinary shares (or pre-funded warrants), contingent upon the achievement of certain performance-based metrics, following the one-year and two-year anniversaries as set forth in the Purchase Agreement.
The number of ordinary shares and pre-funded warrants comprising the earn-out payments and related calculations will be automatically equitably adjusted to account for share splits, dividends, recapitalizations, or similar changes occurring after signing of the Purchase Agreement and before the second earn-out payment. The earn-out payments will be initially calculated by the Company and subject to a review and dispute process with the Seller. The Company will make the relevant earn-out payment within the agreed business day period following the finalization of that process to the Seller or its designee.
Upon Closing, the Seller will also transfer to the Company 878,048,200 and 20,478,118,312 GaMee and WAT tokens with a fair value of $0.8 million and $0.1 million, respectively. Within 90 days of the Closing, the Company is required to purchase $2.0 million in GaMee tokens on the open market. As of March 19, 2026, the market capitalization of GaMee tokens was approximately $1.8 million.
The Acquisition has been accounted for in the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025 as if the Acquisition had occurred on September 30, 2025. The Unaudited Pro Forma Condensed Combined Statements of Comprehensive Loss for the six months ended September 30, 2025 and for the year ended March 31, 2025 have been accounted for as if the Acquisition had occurred on April 1, 2025 and April 1, 2024, respectively.
The unaudited pro forma condensed combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the Acquisition or the costs to achieve any synergies.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the Acquisition been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The Unaudited Pro Forma Condensed Combined Balance Sheet does not purport to represent the future financial position of the Company and the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Loss do not purport to represent the future results of operations of the Company.
The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the Acquisition. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of the Company’s ordinary shares and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statements.
This unaudited pro forma combined financial information was based on and should be read in conjunction with the Company’s historical financial statements and accompanying notes in its Form 20-F for the year ended March 31, 2025 and its Form 6-K for the six months ended September 30, 2025.
The unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786. The pro forma adjustments included herein include those adjustments that reflect the accounting for the Acquisition in accordance with U.S. GAAP (“transaction accounting adjustments”). Adjustments to reflect synergies and/or dis-synergies related to the Acquisition, which are elective pro forma adjustments under Release No. 33-10786, have not been reflected herein.
The unaudited pro forma combined financial statements are for illustrative purposes only and are not necessarily indicative of the financial results that would have occurred if the Acquisition had been consummated on the dates indicated, nor is it necessarily indicative of the financial position or results of operations in the future. The pro forma adjustments, as described in the accompanying notes, are based upon available information and certain assumptions that are believed to be reasonable as of the date of this document. The unaudited pro forma combined financial information includes certain non-recurring transaction-related adjustments, as discussed in the accompanying notes.
The unaudited pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. The unaudited pro forma combined financial information is presented for informational purposes only, and is not intended to be a projection of future results. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma combined financial information.
AlphaTON Capital Corp
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss
For The Six Months Ended September 30, 2025
(In thousands, except per share amounts)
| AlphaTON | GaMee | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | |||||||||||||||||||
| Revenues | $ | — | $ | 3,467 | $ | 3,467 | $ | — | $ | 3,467 | ||||||||||||||
| Expenses | ||||||||||||||||||||||||
| Research and development | 1,295 | — | 1,295 | — | 1,295 | |||||||||||||||||||
| General and administrative expenses | 4,869 | 4,053 | 8,922 | 583 | A | 9,505 | ||||||||||||||||||
| Loss from operations | (6,164 | ) | (586 | ) | (6,750 | ) | (583 | ) | (7,333 | ) | ||||||||||||||
| Change in fair value of warrant liability | 1,786 | — | 1,786 | — | 1,786 | |||||||||||||||||||
| Change in fair value of put rights | (1,815 | ) | — | (1,815 | ) | — | (1,815 | ) | ||||||||||||||||
| Loss on revaluation of digital assets | (10 | ) | — | (10 | ) | — | (10 | ) | ||||||||||||||||
| Loss on revaluation of digital asset receivables | (96 | ) | — | (96 | ) | — | (96 | ) | ||||||||||||||||
| Gain on settlement with Parexel - iOx CRO | — | — | — | — | — | |||||||||||||||||||
| Impairement loss - investment in Compedica | (4,804 | ) | — | (4,804 | ) | — | (4,804 | ) | ||||||||||||||||
| Depreciation and amortization expense | — | (17 | ) | (17 | ) | (276 | ) | A | (293 | ) | ||||||||||||||
| Foreign exchange transaction (loss) gain | (3 | ) | (370 | ) | (373 | ) | — | (373 | ) | |||||||||||||||
| Interest income, net | 8 | (3 | ) | 5 | — | 5 | ||||||||||||||||||
| Share of losses from equity method investment | (44 | ) | — | (44 | ) | — | (44 | ) | ||||||||||||||||
| Loss before benefit for income taxes | (11,142 | ) | (976 | ) | (12,118 | ) | (859 | ) | (12,977 | ) | ||||||||||||||
| Income tax benefit (expense) | — | — | — | — | — | |||||||||||||||||||
| Net loss | (11,142 | ) | (976 | ) | (12,118 | ) | (859 | ) | (12,977 | ) | ||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||
| Net unrealized gain on digital assets | 26 | — | 26 | — | 26 | |||||||||||||||||||
| Total comprehensive loss for period | $ | (11,116 | ) | $ | (976 | ) | $ | (12,092 | ) | $ | (859 | ) | $ | (12,951 | ) | |||||||||
| Net (loss) income attributable to: | ||||||||||||||||||||||||
| Owners of the Company | $ | (11,142 | ) | $ | (976 | ) | $ | (12,118 | ) | $ | (125 | ) | A | $ | (12,243 | ) | ||||||||
| Non-controlling interest | — | — | (734 | ) | A | (734 | ) | |||||||||||||||||
| Net loss | $ | (11,142 | ) | $ | (976 | ) | $ | (12,118 | ) | $ | (859 | ) | $ | (12,977 | ) | |||||||||
| Comprehensive (loss) income attributable to: | ||||||||||||||||||||||||
| Owners of the Company | $ | (11,116 | ) | $ | (976 | ) | $ | (12,092 | ) | $ | (125 | ) | A | $ | (12,217 | ) | ||||||||
| Non-controlling interest | — | — | (734 | ) | A | (734 | ) | |||||||||||||||||
| Total comprehensive loss for period | $ | (11,116 | ) | $ | (976 | ) | $ | (12,092 | ) | $ | (859 | ) | $ | (12,951 | ) | |||||||||
| Loss per share | ||||||||||||||||||||||||
| Basic and diluted | $ | (5.13 | ) | $ | (5.39 | ) | ||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||
| Basic and diluted | 2,171 | 2,271 | ||||||||||||||||||||||
AlphaTON Capital Corp
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Loss
For The Year Ended March 31, 2025
(In thousands, except per share amounts)
| AlphaTON | GaMee | Pro Forma Combined | Transaction Accounting Adjustments | Note | Pro Forma Combined | |||||||||||||||||
| Revenues | $ | - | $ | 6,750 | $ | 6,750 | $ | - | $ | 6,750 | ||||||||||||
| Expenses | ||||||||||||||||||||||
| Research and development | 3,129 | - | 3,129 | - | 3,129 | |||||||||||||||||
| General and administrative expenses | 4,254 | 7,110 | 11,364 | 583 | A | 11,947 | ||||||||||||||||
| Loss from operations | (7,383 | ) | (360 | ) | (7,743 | ) | (583 | ) | (8,326 | ) | ||||||||||||
| Change in fair value of warrant liability | (388 | ) | - | (388 | ) | - | (388 | ) | ||||||||||||||
| Change in fair value of put rights | - | - | - | - | - | |||||||||||||||||
| Loss on revaluation of digital assets | - | - | - | - | - | |||||||||||||||||
| Loss on revaluation of digital asset receivables | - | - | - | - | - | |||||||||||||||||
| Gain on settlement with Parexel - iOx CRO | 946 | - | 946 | - | 946 | |||||||||||||||||
| Impairement loss - investment in Compedica | - | - | - | - | - | |||||||||||||||||
| Other income | - | 61 | 61 | - | 61 | |||||||||||||||||
| Depreciation and amortization expense | (35 | ) | (36 | ) | (71 | ) | (551 | ) | A | (622 | ) | |||||||||||
| Foreign exchange transaction (loss) gain | (7 | ) | (71 | ) | (78 | ) | - | (78 | ) | |||||||||||||
| Interest income (expense) | 86 | (5 | ) | 81 | - | 81 | ||||||||||||||||
| Share of losses from equity method investment | - | - | - | - | - | |||||||||||||||||
| Loss before benefit for income taxes | (6,781 | ) | (411 | ) | (7,192 | ) | (1,134 | ) | (8,326 | ) | ||||||||||||
| Income tax benefit (expense) | 3 | (34 | ) | (31 | ) | - | (31 | ) | ||||||||||||||
| Net loss | (6,778 | ) | (445 | ) | (7,223 | ) | (1,134 | ) | (8,357 | ) | ||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||
| Net unrealized gain on digital assets | - | - | - | - | - | |||||||||||||||||
| Total comprehensive loss for period | $ | (6,778 | ) | $ | (445 | ) | $ | (7,223 | ) | $ | (1,134 | ) | $ | (8,357 | ) | |||||||
| Net (loss) income attributable to: | ||||||||||||||||||||||
| Owners of the Company | $ | (6,767 | ) | $ | (445 | ) | $ | (7,212 | ) | $ | (502 | ) | A | $ | (7,714 | ) | ||||||
| Non-controlling interest | (11 | ) | (11 | ) | (632 | ) | A | (643 | ) | |||||||||||||
| Net loss | $ | (6,778 | ) | $ | (445 | ) | $ | (7,223 | ) | $ | (1,134 | ) | $ | (8,357 | ) | |||||||
| Comprehensive (loss) income attributable to: | ||||||||||||||||||||||
| Owners of the Company | $ | (6,778 | ) | $ | (445 | ) | $ | (7,223 | ) | $ | (502 | ) | A | $ | (7,725 | ) | ||||||
| Non-controlling interest | - | - | - | (632 | ) | A | (632 | ) | ||||||||||||||
| Total comprehensive loss for period | $ | (6,778 | ) | $ | (445 | ) | $ | (7,223 | ) | $ | (1,134 | ) | $ | (8,357 | ) | |||||||
| Loss per share | ||||||||||||||||||||||
| Basic and diluted | $ | (5.72 | ) | $ | (6.01 | ) | ||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||
| Basic and diluted | 1,183 | 1,283 | ||||||||||||||||||||
AlphaTON Capital Corp
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025
(In thousands, except share and per share amounts)
| AlphaTON | GaMee | Pro Forma Combined | Transaction Accounting Adjustments | Funding | Note | Pro Forma Combined | ||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 183 | $ | 708 | $ | 891 | $ | (1,500 | ) | $ | 24,095 | A, D | $ | 23,486 | ||||||||||||
| Accounts receivable | — | 1,078 | 1,078 | — | — | 1,078 | ||||||||||||||||||||
| Stablecoin | 3,073 | — | 3,073 | — | — | 3,073 | ||||||||||||||||||||
| Receivables - stablecoin | 15,000 | — | 15,000 | — | — | 15,000 | ||||||||||||||||||||
| Prepaid expenses and other receivables | 763 | 29 | 792 | — | — | 792 | ||||||||||||||||||||
| Total current assets | 19,019 | 1,815 | 20,834 | (1,500 | ) | 24,095 | 43,429 | |||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||
| Digital assets at fair value, TON | 1,408 | — | 1,408 | — | — | 1,408 | ||||||||||||||||||||
| Digital assets at fair value, Bitcoin | 410 | — | 410 | — | — | 410 | ||||||||||||||||||||
| Digital assets at fair value, GaMee | — | — | — | 845 | — | C | 845 | |||||||||||||||||||
| Digital assets at fair value, WAT | — | — | — | 144 | — | C | 144 | |||||||||||||||||||
| Digital asset receivables at fair value, TON | 8,920 | — | 8,920 | — | — | 8,920 | ||||||||||||||||||||
| Goodwill | — | — | — | 2,913 | — | A | 2,913 | |||||||||||||||||||
| Other intangible assets | — | 2,705 | 2,705 | 745 | — | A, B | 3,450 | |||||||||||||||||||
| Investment in Compedica | 202 | 202 | — | — | 202 | |||||||||||||||||||||
| Other assets | 629 | 82 | 711 | — | — | 711 | ||||||||||||||||||||
| Total non-current assets | 11,569 | 2,787 | 14,356 | 4,647 | — | 19,003 | ||||||||||||||||||||
| Total assets | $ | 30,588 | $ | 4,602 | $ | 35,190 | $ | 3,147 | $ | 24,095 | $ | 62,432 | ||||||||||||||
| Liabilities and Equity | ||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||
| Accounts payable and accrued liabilities | $ | 3,599 | $ | 286 | $ | 3,885 | $ | 1,314 | $ | — | A, B | $ | 5,199 | |||||||||||||
| Due to related parties | — | 6,421 | 6,421 | (6,421 | ) | — | A | — | ||||||||||||||||||
| Lease liability, current | — | 39 | 39 | — | — | 39 | ||||||||||||||||||||
| Put right liability | 17,940 | — | 17,940 | — | — | 17,940 | ||||||||||||||||||||
| Total current liabilities | 21,539 | 6,746 | 28,285 | (5,107 | ) | — | 23,178 | |||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||
| Lease liability, net of current portion | — | 28.00 | 28 | — | — | 28 | ||||||||||||||||||||
| Other long-term liabilities | — | — | — | 1,095 | — | A | 1,095 | |||||||||||||||||||
| Warrant liability | 166 | — | 166 | — | — | 166 | ||||||||||||||||||||
| Total non-current liabilities | 166 | 28 | 194 | 1,095 | — | 1,289 | ||||||||||||||||||||
| Total liabilities | 21,705 | 6,774 | 28,479 | (4,012 | ) | — | 24,467 | |||||||||||||||||||
| Shareholders’ Equity | ||||||||||||||||||||||||||
| Ordinary shares | — | 26 | 26 | (26 | ) | — | A | — | ||||||||||||||||||
| Capital stock | 241,592 | 5,943 | 247,535 | (3,536 | ) | 24,095 | A, B, D | 268,094 | ||||||||||||||||||
| Stock option reserve | 24,564 | — | 24,564 | — | — | 24,564 | ||||||||||||||||||||
| Accumulated deficit | (256,595 | ) | (8,076 | ) | (264,671 | ) | 7,493 | — | A, B | (257,178 | ) | |||||||||||||||
| Accumulated other comprehensive income (loss) | 26 | (65 | ) | (39 | ) | 65 | — | A | 26 | |||||||||||||||||
| Total equity attributable to owners of the Company | 9,587 | (2,172 | ) | 7,415 | 3,996 | 24,095 | 35,506 | |||||||||||||||||||
| Non-controlling interest | (704 | ) | — | (704 | ) | 3,163 | — | A | 2,459 | |||||||||||||||||
| Total equity | 8,883 | (2,172 | ) | 6,711 | 7,159 | 24,095 | 37,965 | |||||||||||||||||||
| Total liabilities and equity | $ | 30,588 | $ | 4,602 | $ | 35,190 | $ | 3,147 | $ | 24,095 | $ | 62,432 | ||||||||||||||
AlphaTON Capital Corp
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Accounting for the Acquisition
The Acquisition was accounted for as a business combination using the acquisition method with the Company as the accounting acquirer in accordance with International Financial Reporting Standards 3, Business Combinations (“IFRS 3”). Under IFRS 3, assets acquired and liabilities assumed in a business combination are to be recognized and measured at their estimated acquisition date fair value.
Under IFRS 3, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred.
Note 2 – Basis of Pro Forma Presentation
The Unaudited Pro Forma Condensed Combined Balance Sheet gives effect to the Acquisition as if it had occurred on September 30, 2025. The Unaudited Pro Forma Condensed Combined Statements of Comprehensive Loss for the six months ended September 30, 2025 and the year ended March 31, 2025 give effect to the Acquisition as if the Acquisition had occurred on April 1, 2025 and April 1, 2024, respectively.
These unaudited pro forma combined financial statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions described below. The unaudited pro forma combined financial statements are not necessarily indicative of what the actual results of operations or financial position of the Company would have been if the Acquisition had in fact occurred on the dates or for the periods indicated, nor does it purport to project the results of operations or financial position of the Company for any future periods or as of any date. The unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies, and revenue enhancements expected to result from the transactions or the costs to achieve these cost savings, operating synergies, and revenue enhancements.
As the accounting acquirer, the Company has recorded the assets acquired and liabilities assumed of GaMee at their estimated fair values as of the acquisition date. The excess of the purchase consideration over the fair value of net assets acquired, if any, is recorded as goodwill.
The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and is based on the historical financial statements of the Company and the Acquired Companies. The acquisition method of accounting is based on IFRS 3, with the Company as the accounting acquirer, and uses the fair value concepts defined in International Financial Reporting Standards 13, Fair Value Measurement (“IFRS 13”).
IFRS 3 requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, IFRS 3 requires that the consideration transferred be measured at the date the Acquisition is completed.
IFRS 13 defines the term “fair value,” sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in IFRS 13 as “[t]he price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, the Company may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect the Company’s intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded, as of the date the signing of the Purchase Agreement for the Acquisition, primarily at their respective fair values, with the excess of the purchase consideration over the fair value of GaMee’s net assets, allocated to goodwill, if any, and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Acquisition will reflect these values and will not be retroactively restated to reflect the historical financial position or results of operations of GaMee. The pro forma allocation of purchase consideration and the related fair value of the purchase consideration presented in the unaudited pro forma combined financial information is preliminary and subject to change. The final purchase price allocation will be determined during the measurement period and may differ materially from the amounts reflected in the pro forma information. In accordance with IFRS 3, the final allocation will be completed as soon as practicable, but no later than one year after the Closing.
Under IFRS 3, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred.
The unaudited pro forma combined financial statements do not include any adjustments to the realization of any costs (or cost savings) from operating efficiencies, synergies, or other restructuring activities that might result from the Acquisition. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.
The unaudited pro forma combined financial information is presented for informational purposes only and does not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company.
These unaudited pro forma combined financial statements are presented in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board. The historical financial statements of the Company and GaMee were prepared in accordance with IFRS; the historical financial statements.
Note 3 – Accounting Policies and Reclassifications
Upon consummation of the Acquisition, the Company performed a comprehensive review of the Acquired Companies’ respective accounting policies. Based on its analysis, the Company did not identify any differences that would have a material impact on the unaudited pro forma combined financial information. As a result, the unaudited pro forma combined financial information does not assume any differences in accounting policies.
Assets and liabilities of Gamee Limited and Gamee Mobile were translated from GBP and CZK into USD using the exchange rate in effect as of September 30, 2025, which is 1.344 GBP/USD and 0.048 CZK/USD, respectively. Equity accounts were translated at their historical rates on the dates the underlying transactions occurred. Translation adjustments arising from the process of converting the acquiree’s financial statements into USD have been recorded as a component of Accumulated Other Comprehensive Income and are reflected only in the pro forma combined balance sheet to the extent they represent historical foreign currency translation adjustments of the acquiree. No pro forma adjustment has been made for future foreign currency fluctuations because such changes do not meet the criteria for inclusion under Regulation S-X Article 11, which prohibits the inclusion of forward-looking information except for adjustments that are factually supportable and directly attributable to the transaction.
Revenues and expenses of Gamee Limited and Gamee Mobile for the six months ended September 30, 2025 and the fiscal year ended March 31, 2025 were translated using the average exchange rates for the respective periods, which the Company believes approximate the rates in effect on the dates of the underlying transactions. The weighted-average rates used were:
| GaMee Limited | GaMee Mobile s.r.o. | |||||||
| GBP/USD | CZK/USD | |||||||
| For the six months ended September 30, 2025 | 1.334 | 0.046 | ||||||
| For the fiscal year ended March 31, 2025 | 1.276 | 0.042 | ||||||
The historical financial statements of GaMee Global are presented in USD, therefore no foreign currency translation was required for the respective acquired entity.
Note 4 – Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements
The transaction accounting adjustments included in the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025 and the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Loss for six months ended September 30, 2025 and the year ended March 31, 2025 are as follows:
| (A) | Transaction and Estimated Purchase Consideration |
Under the Purchase Agreement, the preliminary fair value of consideration transferred totals $4.7 million, consisting of a payment at Closing and two deferred contingent payments following the one- and two-year anniversaries of the Closing. The payment at Closing will consist of $1.5 million in cash, less than $0.1 million in ordinary shares (or 99,800 ordinary shares) and $0.7 million in pre-funded warrants (or 1,900,200 pre-funded warrants). The total deferred payments to be made following the one- and two-year anniversaries of the Closing will, contingent upon the achievement of certain performance-related metrics, consist of up to $4.0 million in cash with a fair value of $1.6 million and up to 2 million ordinary shares (or pre-funded warrants) with a fair value of $1.8 million. The cash of up to $2.0 million will be paid and up to 1 million deferred ordinary shares (or pre-funded warrants) with a fair value of $0.7 million will be issued following the one-year anniversary of the Closing and the remaining portion of cash up to $2.0 million will be paid and up to 1 million ordinary shares (or pre-funded warrants) with a fair value of $1.1 million will be issued following the two-year anniversary of the Closing (the “Deferred Shares”). At the signing of the Purchase Agreement for the Acquisition, the noncontrolling interest, which consists of the 40% of GaMee retained by the Seller, had a fair value of $3.3 million.
The number of ordinary shares and pre-funded warrants comprising the earn-out payments and related calculations will be automatically equitably adjusted to account for share splits, dividends, recapitalizations, or similar changes occurring after signing of the Purchase Agreement and before the second earn-out payment. The earn-out payments will be initially calculated by the Company and subject to a review and dispute process with the Seller. The Company will make the relevant earn-out payment within the agreed business day period following the finalization of that process to the Seller or its designee.
The ordinary shares, including the Deferred Shares, and pre-funded warrants issued by the Company in connection with the Acquisition are classified as capital stock under IFRS.
Accordingly, the ordinary shares, including the fair value of the Deferred Shares at Closing, and pre-funded warrants are initially recognized as capital stock at fair value, measured at $2.4 million as of the acquisition date.
Within 90 days of the Closing, the Company is required by the Purchase Agreement to purchase $2.0 million in GaMee tokens on the open market. As of March 19, 2026, the market capitalization of GaMee tokens was approximately $1.8 million.
The Company recorded all of GaMee’s acquired tangible and intangible assets, assumed liabilities, and noncontrolling interest at their preliminary estimated fair values on the acquisition date. The total estimated purchase consideration was $4.7 million. The following represents the allocation of the estimated purchase consideration as if the transaction had occurred on September 30, 2025 (in thousands):
| Preliminary Amount Recognized as of the Pro Forma Balance Sheet Date | ||||
| Cash | 708 | |||
| Accounts receivable | 1,078 | |||
| Prepaid expenses and other receivables | 29 | |||
| Other assets | 82 | |||
| Goodwill | 2,913 | |||
| Intangible assets | 3,450 | |||
| Total Assets Acquired | 8,260 | |||
| Accounts payable | 286 | |||
| Lease liability | 67 | |||
| Total Liabilities Assumed | 353 | |||
| Net Assets Acquired | 7,907 | |||
| Net Assets Attributable to Noncontrolling Interests | 3,163 | |||
| Net Assets Attributable to the Company | 4,744 | |||
The Acquisition was recorded as a business combination on a preliminary valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs). the Company expects to complete its purchase price allocation, as well as its fair value estimate of the purchase price consideration as soon as reasonably possible, not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material. Goodwill and intangible assets represent the excess of the purchase price consideration over the preliminary valuation of the net assets acquired.
The fair values of intangible assets were estimated based on valuations using the income approach. The fair value of intangible assets and their estimated useful lives are as follows (in thousands):
| Identified Intangible Assets | Fair Value | Useful Life | ||||
| Trade name | 590 | 10 years | ||||
| Partner relationships | 90 | 3 years | ||||
| Proprietary intellectual property | 2,770 | 6 years | ||||
| Fair Value of Identified Intangible Assets | 3,450 |
|
Amortization of intangible assets of $0.3 million and $0.6 million was included within the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Loss for the six months ended September 30, 2025 and for the year ended March 31, 2025, respectively.
With respect to the 40% of GaMee that is not owned by the Company, net loss attributable to noncontrolling interest of $0.7 million and $0.6 million was included within the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Loss for the six months ended September 30, 2025 and for the year ended March 31, 2025, respectively.
In connection with the Acquisition, the Company has incurred $0.6 million in transaction costs (e.g., advisory, legal and other professional fees). Such costs are accounted for as general and administrative expenses within the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Loss for the six months ended September 30, 2025 and for the year ended March 31, 2025, and are included in the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025 within accounts payable and accrued expenses.
In connection with the Closing, the Seller will forgive all balances due from GaMee. As a result, current liabilities due to related parties has been reduced by $6.4 million, leaving a remaining balance of $0 within the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025.
| (B) | Reconciliation of Certain Transaction Accounting Adjustments |
The reconciliation of the transaction accounting adjustment for other intangible assets is as follows (in thousands):
| Derecognition of intangible assets on GaMee balance sheet | $ | (2,705 | ) | |
| Pro forma intangible asset valuation | 3,450 | |||
| Pro forma transaction accounting adjustment | $ | 745 |
The reconciliation of the transaction accounting adjustment for capital stock is as follows (in thousands):
| Derecognition of capital stock on GaMee balance sheet | $ | (5,943 | ) | |
| Fair value of equity consideration used in purchase of GaMee | 2,407 | |||
| Pro forma transaction accounting adjustment | $ | (3,536 | ) |
The reconciliation of the transaction accounting adjustment for accounts payable and accrued expenses is as follows (in thousands):
| Fair value deferred consideration included in accounts payable and accrued expenses | $ | 731 | ||
| Accrual for transaction costs | 583 | |||
| Pro forma transaction accounting adjustment | $ | 1,314 |
The reconciliation of the transaction accounting adjustment for accumulated deficit is as follows (in thousands):
| Derecognition of GaMee closing accumulated deficit | $ | 8,076 | ||
| Accrual for transaction costs | (583 | ) | ||
| Pro forma transaction accounting adjustment | $ | 7,493 |
| (C) | Transfer of Digital Assets from the Seller to the Company |
Upon the Closing, the Seller will transfer 878,048,200 and 20,478,118,312 GaMee and WAT tokens, respectively, to the Company from its digital asset treasury. As of the date the Purchase Agreement was signed, the GaMee and WAT tokens had a fair value of $0.8 million and $0.1 million, respectively. The related transaction accounting adjustments have been recognized as digital assets in the Unaudited Pro Forma Condensed Combined Balance Sheet.
| (D) | Financing Adjustment |
As of the Unaudited Pro Forma Condensed Combined Balance Sheet date of September 30, 2025, the Company did not have sufficient cash on hand to fund the cash payment to be made at Closing. Subsequent to September 30, 2025, the Company raised approximately $24.1 million, net of fees, through the date of this filing through the issuance of ordinary shares pursuant to its at-the-market equity program and its January 2026 registered direct offering. In order to properly reflect the funding received in part to finance the acquisition of GaMee, the Company has included the net proceeds of the at-the-market equity program received subsequent to September 30, 2025 through the date of this filing and the net proceeds from its January 2026 registered direct offering as a financing pro forma adjustment.
EXHIBIT 99.6
AlphaTON Capital Acquires Controlling Interest in GAMEE, Adding 119 Million Users to its Telegram Ecosystem Portfolio
GAMEE generated an Estimated $3.54 million total revenue in 2025, representing a three-year CAGR of 112%. The transaction values GAMEE at an $18 million valuation, incorporating EBITDA-contingent earn-outs designed to mitigate upfront consideration risk over a two-year performance period.
Tortola, British Virgin Islands, March 19, 2026 (GLOBE NEWSWIRE) -- AlphaTON Capital Corp. (Nasdaq: ATON), a public technology company dedicated to scaling the Telegram super-app ecosystem, today announced it has entered into a definitive agreement to acquire a 60% controlling interest in GAMEE, a leading mobile gaming platform and wholly owned subsidiary of Animoca Brands. Concurrently, AlphaTON and Animoca Brands have formalized a Strategic Alliance to pursue broader commercial opportunities across blockchain and social gaming.
Strategic Rationale: Accelerating Telegram Ecosystem Monetization
GAMEE is one of the most established gaming platforms operating at the intersection of Web2 and Web3, boasting over 119 million registered users and a history of more than 10 billion gameplay sessions. It holds a particularly strong foothold within the Telegram ecosystem, where it serves over 61 million users. The acquisition will provide AlphaTON with immediate, scaled user engagement across Telegram's approximately one billion addressable users, a distribution advantage management believes is unmatched among publicly traded digital asset companies.
Strategic Alliance with Animoca Brands
Concurrent with entering into the acquisition purchase agreement, AlphaTON and Animoca Brands, which is one of the most prominent investors in Web3 infrastructure globally, formalized a Strategic Alliance to identify and develop commercial opportunities across blockchain and social gaming. The alliance combines AlphaTON's position as the leading public company scaling the Telegram ecosystem with Animoca Brands' unparalleled Web3 portfolio and institutional relationships. Both organizations share a commitment to advancing digital property rights and broadening Web3 accessibility through the Telegram platform.
Transaction Structure
Under the terms of the agreement, AlphaTON Capital will acquire a 60% controlling interest stake and assume day-to-day management of GAMEE for a total consideration of up to $11 million structured to include a performance-linked earn-out over two years. Animoca Brands has signed a two-year standstill agreement with AlphaTON Captial that prohibits Animoca Brands from acquiring a controlling position in AlphaTON Capital.
I. Consideration at Closing: $3.5 million
- $1.5 million in cash.
- 99,800 ATON shares and 1,900,200 Pre-funded warrants, valued at $1.00 per share.
- AlphaTON to acquire $2 million of GMEE tokens off the market over the 90 day period from closing.
II. Year 1 Earn-Out: Up to $3.5 million
- $2.0 million in cash.
- 1.0
million ATON shares, valued at $1.50 per share, contingent upon GAMEE achieving annual EBITDA
of $1.2 million.
- Note: If EBITDA is greater than zero but less than $1.2M, the payout will be calculated pro-rata.
III. Year 2 Earn-Out: Up to $4.0 million
- $2.0 million in cash.
- 1.0
million ATON shares, valued at $2.00 per share, contingent upon GAMEE achieving annual EBITDA
of $1.6 million.
- Note: If EBITDA is greater than zero but less than $1.6M, the payout will be calculated pro-rata.
Digital Assets: GMEE and WAT Tokens
The transaction includes a transfer of digital assets from Animoca Brands' treasury:
- 878,048,199.87 GMEE tokens (51% of Seller's treasury holdings)
- 20,478,118,311.609 WAT tokens (51% of Seller's treasury holdings)
The signing of the SPA today reflects the shared vision of Animoca Brands and AlphaTON Capital to promote digital property rights and expand Web3 accessibility on a large scale by leveraging Telegram. The transaction is expected to close within 30 days, subject to customary closing conditions.
The entire team at GAMEE are expected to stay on board and continue to operate the GAMEE. Martin Zakovec will continue as CEO, Miroslav Chmelka as Co-Founder and CTO, and Founder Bozena Rezab will move into a strategic role as Head of AlphaTON Gaming at closing. The board of GAMEE will consist of three members, two from AlphaTON and one from Animoca Brands.
"This acquisition is a transformative milestone for AlphaTON Capital," said Brittany Kaiser, CEO of AlphaTON Capital. "By bringing GAMEE’s 119 million users and deep Telegram integration under our umbrella, we are not just acquiring a gaming platform, we are capturing a massive, active gateway to the next billion Web3 users. Our alliance with Animoca Brands further solidifies our position as the primary engine scaling the Telegram super-app ecosystem. We are ready to leverage our operational expertise to drive GAMEE’s EBITDA growth and deliver long-term value to our shareholders."
Bozena Rezab, founder of GAMEE and, on closing, Head of AlphaTON Gaming, commented: "Our mission has always been to onboard the masses to Web3 through the power of play. By deepening our synergy with AlphaTON Capital, we are not just providing entertainment; we are giving our 119 million players true digital ownership and a gateway into a broader, interconnected ecosystem. This next phase is about turning players into stakeholders.”
Yat Siu, Co-founder and Executive Chairman of Animoca Brands, said: "GAMEE has consistently proven that gaming is the 'killer app' for blockchain adoption. We are thrilled to support GAMEE and AlphaTON as they continue to build gaming on Telegram, IOS and Android. This collaboration reinforces our commitment to building a digital economy where every user has the opportunity to own their digital assets and benefit from their contributions."
About
AlphaTON Capital Corp. (Nasdaq: ATON)
AlphaTON Capital Corp (NASDAQ: ATON)
is a publicly-traded technology company scaling the Telegram super app, with an addressable
market of 1 billion monthly active users. The Company is delivering a comprehensive hyperscaler
strategy on the Telegram ecosystem through a combination of software products, middleware
assets, and AI infrastructure hardware clusters deploying Confidential AI for the Telegram
ecosystem.
Through its operations, AlphaTON Capital provides public market investors with institutional-grade exposure to the Telegram ecosystem and its 1 billion-user platform while maintaining the governance standards and reporting transparency of a Nasdaq-listed company. The Company's activities span AI Confidential Compute, network validation and staking operations, development of Telegram-based applications including strategic investments and acquisitions of decentralized finance platforms, gaming and markets, and business applications.
AlphaTON Capital Corp is incorporated in the British Virgin Islands and trades on Nasdaq under the ticker symbol "ATON". AlphaTON Capital, through its legacy business, is also advancing first-in-class therapies targeting known checkpoint resistance pathways to achieve durable treatment responses and improve patients' quality of life. AlphaTON Capital actively engages in the drug development process and provides strategic counsel to guide the development of novel immunotherapy assets and asset combinations.
Website: https://alphatoncapital.com
Telegram: https://t.me/alphatoncapital official
X: https://x.com/AlphaTONCapital
LinkedIn:
https://www.linkedin.com/company/alphaton-capital/
Stocktwits: https://stocktwits.com/AlphaTONCapital Official
About GAMEE
GAMEE was founded in 2015 and has been a subsidiary of Animoca Brands since 2020. GAMEE is a high-engagement mobile gaming platform focused on onboarding a mass gaming audience to Web3. It has over 119 million registered users and has served over 10 billion gameplay sessions across multiple ecosystems. GAMEE’s WATCoin airdrop collectively onboarded 4 million user wallets into the TON ecosystem. The company has partnered with over 40 major Web3 communities including Mocaverse, TON, Notcoin, The Sandbox, and Cool Cats. Learn more at www.gamee.com or get updates by following on X.
About Animoca Brands
Animoca Brands Corporation Limited (ACN: 122 921 813) is a global digital assets leader building and investing in impactful technologies and ecosystems to reimagine future economies. It has received broad industry and market recognition including Fortune Crypto 40, Top 50 Blockchain Game Companies 2025, Financial Times’ High Growth Companies Asia-Pacific, and Deloitte Tech Fast. Animoca Brands is recognized for building digital asset platforms such as the Moca Network, Open Campus, Anichess, and The Sandbox, as well as institutional-grade platforms; providing digital asset services to help Web3 companies launch and grow; and investing in frontier Web3 technology, with a portfolio of over 600 companies and digital assets. For more information visit www.animocabrands.com or follow on X, YouTube, Instagram, LinkedIn, Facebook, and TikTok.
Forward-Looking Statements
All statements in this press release, other than statements of historical facts, including without limitation, statements regarding the Company’s business strategy, plans and objectives of management for future operations and those statements preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “plans,” “potential,” “continues,” or similar expressions or variations on such expressions are forward-looking statements. Forward-looking statements in this press release include statements concerning, among other things, the Company’s expectations that the GAMEE acquisition will provide the Company with immediate, scaled user engagement across Telegram's users; the Company’s belief that its distribution advantage will be unmatched among publicly traded digital asset companies; the Company’s plans for the Strategic Alliance to support the growth of GMEE, TON and WAT; the Company’s plans to pursue and develop broader commercial opportunities across blockchain and social gaming; the Company’s commitment to advance digital property rights and broaden Web3 accessibility through the Telegram platform; the Company’s plans to acquire a controlling interest stake and assume day-to-day management of GAMEE; the timing of the transaction closing; the Company’s expectation to capture an active gateway to the next billion Web3 users; the plans to turn players into stakeholders; the Company’s plans, through its legacy business, to advance first-in-class therapies to achieve durable treatment responses and improve patients' quality of life; the Company’s plans to drive GAMEE EBITDA growth and deliver long-term value to its shareholders; and other statements that are not historical fact. As a result, forward-looking statements are subject to certain risks and uncertainties, including, but not limited to: the risk that the proposed transaction may not be completed in a timely manner or at all, the possibility that various closing conditions for the transaction may not be satisfied or waived, the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement, the potential that the strategic benefits, synergies or opportunities expected from the proposed transaction may not be realized or may take longer to realize than expected, the timing, progress and results of the Company’s strategic initiatives, the Company’s reliance on third parties, the operational strategy of the Company, the Company’s executive management team, risks from Telegram’s platform and ecosystem, the potential impact of markets and other general economic conditions, and other factors set forth in “Item 3 – Key Information – Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended March 31, 2025 and included in the Company’s Form 6-Ks filed with the Securities and Exchange Commission on September 3, 2025 and January 13, 2026. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
Contact Information
AlphaTON
Capital Investor Relations
Alphaton@icrinc.com
+1 (203) 682-8200
AlphaTON
Capital Media Inquiries
Richard Laermer, RLM PR
alphaTON@rlmpr.com
+1
(212) 741-5106 X 216
Animoca
Brands
press@animocabrands.com
FAQ
What is AlphaTON Capital Corp acquiring in the GaMee Transaction?
How much will AlphaTON Capital Corp pay for GaMee, and in what form?
How are the GaMee earn-out payments structured for AlphaTON (ATON)?
What additional token and equity arrangements are tied to the GaMee deal?
What governance rights will AlphaTON hold in GaMee after the transaction?
What is the financial condition of Ga Mee Global before AlphaTON’s acquisition?
What standstill restrictions apply to Animoca Brands regarding AlphaTON (ATON)?
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