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Registered number: 14101349










SPARKCOGNITION UK LTD










FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
SPARKCOGNITION UK LTD
REGISTERED NUMBER: 14101349

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
$
$

Fixed assets
  

Investments
 4 
-
3,326,265

  
-
3,326,265

  

Creditors: amounts falling due within one year
 5 
(3,586,542)
(3,576,786)

Net current liabilities
  
 
 
(3,586,542)
 
 
(3,576,786)

Total assets less current liabilities
  
(3,586,542)
(250,521)

  

Net liabilities
  
(3,586,542)
(250,521)


Capital and reserves
  

Called up share capital 
 6 
123
123

Profit and loss account
  
(3,586,665)
(250,644)

  
(3,586,542)
(250,521)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



N Kohler
Director

Date: 30 April 2025

The notes on pages 3 to 6 form part of these financial statements.

Page 1

 
SPARKCOGNITION UK LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

$
$
$



Loss for the period
-
(250,644)
(250,644)

Shares issued during the period
123
-
123



At 1 January 2023
123
(250,644)
(250,521)



Loss for the year
-
(3,336,021)
(3,336,021)


At 31 December 2023
123
(3,586,665)
(3,586,542)


The notes on pages 3 to 6 form part of these financial statements.

Page 2

 
SPARKCOGNITION UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Sparkcognition UK Limited  is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the registered office is C/O Tmf Group 13th Floor, One Angel Court, London, EC2R 7HJ.
A summary of the principal policies, all of which have been applied consistently throughout the period, are set out below.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The comparatives in the financial statements run from the date of incorporation 11 May 2022 to 31 December 2022.

The following principal accounting policies have been applied:

  
2.2

Exemption from preparing consolidated financial statements

The Company and its subsidiary constitute a small group, as defined by the Companies Act 2006. The directors have chosen not to prepare consolidated accounts. These accounts show information for the Company and not about its group. 

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. After making enquiries, the Directors have a reasonable expectation that the company has adequate capital, liquidity and access to related party funding, to meet its current and long term obligations and to continue in operational existence for the foreseeable future. Specifically, the Company benefits from the support of its ultimate parent entity, and the Directors are satisfied that funds will be made available to the Company to enable it to meet its liabilities as they fall due.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 3

 
SPARKCOGNITION UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.


 
2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

  
2.10

Related party transactions

The Company is exempt from disclosing transactions with other 100% owned members of the group headed by SparkCognition Inc. 


3.


Employees




The average monthly number of employees, including directors, during the year was 1 (2022 - 2).

Page 4

 
SPARKCOGNITION UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Fixed asset investments





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2023
3,326,265



At 31 December 2023

3,326,265



Impairment


Charge for the period
3,326,265



At 31 December 2023

3,326,265



Net book value



At 31 December 2023
-



At 31 December 2022
3,326,265

The investment in Integration Wizards Solutions Europe (IWSE) for 60% of the issued share capital has been fully impaired as the trade for IWSE intends to be move to another group company post year end.


5.


Creditors: Amounts falling due within one year

2023
2022
$
$

Trade creditors
-
30,559

Amounts owed to group undertakings
3,214,218
1,983,216

Other creditors
355,823
1,539,128

Accruals and deferred income
16,501
23,883

3,586,542
3,576,786



6.


Share capital

2023
2022
$
$
Allotted, called up and fully paid



100 (2022 - 100) Ordinary shares of $1.23 each
123
123


Page 5

 
SPARKCOGNITION UK LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Related party transactions

The Company is exempt from disclosing transactions with other 100% owned members of the group headed by SparkCognition Inc.


8.


Post balance sheet events

On 3 January 2024, the Company acquired the remaining 40% of the issued share capital of Integration Wizards Solutions Europe Limited for a total consideration of $2,277,068. 


9.


Controlling party

The controlling party is Avathon Inc (formerly SparkCognition, Inc.). Their registered address is 12708 Riata Vista Cir., Suite B-100, Austin, Texas, 78727, United States.


10.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 1 May 2025 by Michael Bath BSc FCA DChA (Senior statutory auditor) on behalf of James Cowper Kreston Audit.

Page 6