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Registered number: 12876919
HEAP, INC. UK LTD
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 JANUARY 2025
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HEAP, INC. UK LTD
REGISTERED NUMBER: 12876919
BALANCE SHEET
AS AT 31 JANUARY 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Provisions for liabilities
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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 profit and loss account 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:
The notes on pages 3 to 9 form part of these financial statements.
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HEAP, INC. UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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The notes on pages 3 to 9 form part of these financial statements.
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HEAP, INC. UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
Heap, Inc. UK Ltd (the "Company") is a private company limited by shares incorporated in the United Kingdom under the Companies Act and is registered in England and Wales. The registered number is 12876919 and the registered address is 6 St Andrew Street, London, United Kingdom, EC4A 3AE.
The principal activity of the Company in the year under review was that of providing sales and marketing support in the UK. Until 1 May 2025, the Company was a subsidiary of Heap, Inc., its former parent company. Following the merger of Heap, Inc. into Content Square, Inc. the Company became a subsidiary of Content Square, Inc.
2.Accounting policies
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Basis of preparation of financial statements
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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 following principal accounting policies have been applied:
The financial statements have been prepared on a basis other than the going concern basis, as explained below.
Subsequent to the year end, the directors transferred the trade and operations of the business to Contentsquare Limited as part of a wider reorganisation within the Contentsquare Group. Following this transfer, the Company has ceased trading and is expected to remain dormant.
The directors have considered the impact of this reorganisation and concluded that, although the Company is no longer a going concern, all assets and liabilities are expected to be realised and settled in the normal course of business and at their carrying values. Accordingly, preparing the financial statements on a basis other than going concern does not result in material differences in measurement or classification compared with the going concern basis.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest whole pound.
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.
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HEAP, INC. UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
Revenue represents amounts charged to the Company's parent under an agreement for sales and marketing support provided, excluding value added tax. Revenue is recognised when chargeable costs are incurred.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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 other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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.
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National Insurance on share options
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To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved schemes after 19 May 2000, provision for any National Insurance contributions has been made based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.
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HEAP, INC. UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. 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 balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
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HEAP, INC. UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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The average monthly number of employees, including directors, during the year was 24 (2024 - 25).
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
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Cash and cash equivalents
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HEAP, INC. UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free, unsecured and repayable on demand.
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NIC on unvested share based payments
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Charged to profit or loss
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Provision has been made for national insurance contributions on unvested share based payments. Timing of the reversal of this provision will depend on the timing of the liquidity event on which these awards will ultimately vest.
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The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £70,305 (2024: £77,859). Contributions totalling £11,378 (2024: £13,614) were payable to the fund at the balance sheet date and are included in other creditors.
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HEAP, INC. UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
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Commitments under operating leases
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At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Post balance sheet events
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Subsequent to the year end, the Company transferred its business operations, including the associated assets and liabilities, to Contentsquare Limited as part of a wider group reorganisation. The reorganisation forms part of the Group’s ongoing efforts to simplify its legal entity structure and improve operational efficiency.
Following the completion of this transaction, the Company will become dormant. This event occurred after the reporting date and is therefore treated as a non-adjusting event under FRS 102 Section 32. The financial statements for the year ended 31 January 2025 are not affected by this transaction.
Up to 30 April 2025, the Company was a wholly owned subsidiary of Heap, Inc., a company incorporated in the United States of America, whose registered office is 53 Beach Street, 6th Floor, New York, NY 10013. During this period, the results of the Company were consolidated in the financial statements of Heap, Inc.
On 7 December 2023, Content Square SAS became the ultimate parent company, and until 30 April 2025, the Company’s results were included in the consolidated financial statements of Heap, Inc., which were subsequently consolidated in the financial statements of Content Square SAS.
Effective 1 May 2025, the Company became a wholly owned subsidiary of Content Square Inc., a company incorporated in the United States of America, whose registered office is Paracorp Incorporated, 2410 Dupont Highway, Camden, Kent DE 19934, USA. From that date, the Company’s results are consolidated directly into the financial statements of Content Square SAS.
The smallest and largest group in which the results of the company are consolidated is that headed by Content Square SAS, whose registered office is 7 rue de Madrid, 75008 Paris, France.
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HEAP, INC. UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
The auditor's report on the financial statements for the year ended 31 January 2025 was unqualified.
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In their report, the auditor emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements which explains that the directors have transferred the Company's business operations to Contentsquare Limited after the end of the reporting period and following this the Company will become dormant. Therefore the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 22 December 2025 by Karen Cairns (Senior Statutory Auditor) on behalf of Nortons Assurance Limited.
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