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Registered number: 07233697 Treble Peak Limited (formerly CoInvestor Limited) Financial statements Information for filing with the registrar For the year ended 31 December 2024
Treble Peak Limited Company Information
Directors | O J Birch
| Dr J A Dehnert
| K Huxley
| M A Woolhouse
| Atlas Gobi S.A.R.L. (represented by T Fyksen)
| Recap Solutions Ltd (represented by J A Storvik)
| D Hindocha
Registered number | 07233697
Registered office | 179 Great Portland Street
| London
| W1W 5PL
Independent auditors | Kreston Reeves LLP
| Chartered Accountants & Statutory Auditor
| 2nd Floor
| 168 Shoreditch High Street
| London
| E1 6RA
Treble Peak Limited Contents
| Page
Balance sheet | 1
Notes to the financial statements | 2 - 10
Treble Peak Limited Registered number: 07233697 Balance Sheet As at 31 December 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 6,162 |  | 8,144
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 165,615 |  | 348,487 |
Cash at bank and in hand |  | 4,736,809 |  | 199,791 |
|  | 4,902,424 |  | 548,278 |
Creditors: amounts falling due within one year | 7 | (223,177) |  | (170,242) |
Net current assets |  |  | 4,679,247 |  | 378,036
Total assets less current liabilities |  |  | 4,685,409 |  | 386,180
Net assets |  |  | 4,685,409 |  | 386,180
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 4,667 |  | 1,565
Share premium account |  |  | 17,785,391 |  | 11,554,178
Share option reserve |  |  | 3,898 |  | 2,742
Profit and loss account |  |  | (13,108,547) |  | (11,172,305)
|  |  | 4,685,409 |  | 386,180
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:
M A Woolhouse
Director
Date: 24 April 2025
The notes on pages 2 to 10 form part of these financial statements. Page 1
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024
1. | General information
The Company is registered in the UK with the registration number 07233697. It is a private company limited by shares. The registered office is 179 Great Portland Street, London, W1W 5PL. The principal activity of the company is that of the provision of digital solutions in the alternative asset sector. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3). The financial statements are presented in pound Sterling, and rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Going concern
The Directors consider the business to be a going concern and have made their assessment based on cashflow and other forecasts. The Directors consider the company to have adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the balance sheet, and accordingly they adopt the going concern basis in preparing the financial statements.
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Page 2
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. 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. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | Research and development
Research and development expenditure is recognised in the statement of comprehensive income as it is incurred.
| 2.6 | Pensions
Defined contribution pension plan The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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. Page 3
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.9 | 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. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.10 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received. Page 4
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Office equipment | - | 20% |
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.12 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.13 | Financial instruments
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 5
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. Page 6
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024 2.Accounting policies (continued)
| 2.14 | 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.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires the directors to make judgements, estimates and assumptions that can affect the amounts reported for assets and liabilities, and the results for the year. The nature of estimation is such though that actual outcomes could differ significantly from those estimates. The following judgements have had the most significant impact on amounts recognised in the financial statements: Share-based payments The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The estimation of fair value requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option and volatility. The share based payment costs for the year was £1,156 (2023: £1,156).
4. | Employees
| The average monthly number of employees, including directors, during the year was 18 (2023 - 15).
Page 7
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024
5. | Tangible fixed assets
|  | Office equipment | Computer equipment | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 4,772 | 39,694 | 44,466
| Additions | - | 3,837 | 3,837
| Disposals | (802) | - | (802)
| At 31 December 2024 | 3,970 | 43,531 | 47,501
| Depreciation |  |  |
| At 1 January 2024 | 4,368 | 31,954 | 36,322
| Charge for the year on owned assets | 180 | 5,484 | 5,664
| Disposals | (647) | - | (647)
| At 31 December 2024 | 3,901 | 37,438 | 41,339
| Net book value |  |  |
| At 31 December 2024 | 69 | 6,093 | 6,162
| At 31 December 2023 | 404 | 7,740 | 8,144
Page 8
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024
6. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 53,047 | 86,002
| Other debtors | 22,527 | 18,321
| Prepayments and accrued income | 50,555 | 38,445
| Tax recoverable | 39,486 | 205,719
|  | 165,615 | 348,487
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 112,141 | 68,464
| Other taxation and social security | 46,363 | 41,089
| Other creditors | 1,847 | 544
| Accruals and deferred income | 62,826 | 60,145
|  | 223,177 | 170,242
8. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 2,145,956 (2023: 2,071,261) Ordinary Shares shares of £0.0001 each | 215 | 207
|  | 43,353,067 (2023: 12,405,367) B Ordinary shares shares of £0.0001 each | 4,335 | 1,241
|  | 1,172,000 (2023: 1,172,000) C Ordinary shares shares of £0.0001 each | 117 | 117
|  |  | 4,667 | 1,565
| During the year £8 of Ordinary £0.0001 shares and £3,094 of B Ordinary £0.0001 shares were issued in the period with a total increase in share premium of £6,231,213.
All classes of shares rank pari passu except for C Ordinary shares which have no voting or dividend rights. Page 9
Treble Peak Limited Notes to the Financial Statements For the year ended 31 December 2024
9. | Share-based payments
| Certain employees of the company were granted options over the shares of Treble Peak Limited, at a fixed exercise price. Exercise dates vary per agreement with expiry up to ten years after the vesting date. The company had in issue at the start of the year 350,000 (2023: 350,000) qualifying options over C Ordinary Shares (with a hurdle of £0.228 per share) at an exercise price of £0.022 per share and 348,750 (2023: 348,750) qualifying options over C Ordinary Shares (with a hurdle of £0.472 per share) at an exercise price of £0.028 per share. During the year no options were vested (2023: Nil). The company recognises an equity settled share-based payment expense based on a reasonable allocation of the total charge for the company. Where the vesting date has been reached the options are valued on current open market conditions against the option price with the charge pro-rated for the number of employees participating across the expected year of exercise. For the year under review no options were exercised (2023: Nil). A charge of £1,156 (2023: £1,156) was assessed on the options. In the year, the company issued a total of 25,714,287 (2023: Nil) share warrants with an exercise price of £0.175 per share, which all remained outstanding at the reporting date. No charge has been recognised in respect of these warrants (2023: Nil).
10. | Related party transactions
| All directors' remuneration during the current and prior years was at market rate.
11. | Controlling party
There is no overall controlling party.
12. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 25 April 2025 by Anne Dwyer BSc (Hons) FCA (senior statutory auditor) on behalf of Kreston Reeves LLP.
Page 10