REGISTERED NUMBER: |
| Unaudited Financial Statements for the Year Ended 31 December 2024 |
for |
| Appear Here Limited |
REGISTERED NUMBER: |
| Unaudited Financial Statements for the Year Ended 31 December 2024 |
for |
| Appear Here Limited |
Appear Here Limited (Registered number: 07736672) |
Contents of the Financial Statements |
for the Year Ended 31 December 2024 |
Page |
Balance Sheet | 1 |
Notes to the Financial Statements | 3 |
Appear Here Limited (Registered number: 07736672) |
Balance Sheet |
31 December 2024 |
2024 | 2023 |
as restated |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
Investments | 6 |
CURRENT ASSETS |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 | ( | ) | ( | ) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 9 | ( | ) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Share options reserve |
Retained earnings | ( | ) | (25,251,733 | ) |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
Appear Here Limited (Registered number: 07736672) |
Balance Sheet - continued |
31 December 2024 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Appear Here Limited (Registered number: 07736672) |
Notes to the Financial Statements |
for the Year Ended 31 December 2024 |
1. | STATUTORY INFORMATION |
Appear Here Limited is a |
Registered number: |
Registered office: |
| The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. |
Turnover |
Turnover represents the total invoice value, excluding value added tax, of commission income made during the year. |
Commission income is recognised when the landlord invoices the tenant. |
Intangible assets |
|
Intellectual property are being amortised evenly over their estimated useful life of five years. |
Domain names are being amortised evenly over their estimated useful life of five years. |
Tangible fixed assets |
Short leasehold | - |
Improvements to property | - |
Fixtures and fittings | - |
Computer equipment | - |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost less any impairment. |
Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Appear Here Limited (Registered number: 07736672) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
2. | ACCOUNTING POLICIES - continued |
Convertible loan notes |
Convertible loan notes are initially recognised at the fair value, net of transaction costs incurred. The fair value of the liability portion of a convertible loan note is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the notes. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders' equity, net of income tax effects, or as a derivative financial liability where the conversion fails the fixed for fixed test. |
The convertible loan notes are subsequently measured at fair value in their entirety, with the host debt contract and derivative financial liability not being separated. Where the terms of a convertible loan note are exercised and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. |
Share-based payments |
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become |
unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. |
Share-based payment transactions in which the company receives goods or services by incurring a liability to |
transfer cash or other assets that is based on the price of the company's equity instruments are accounted for as cash-settled share-based payments. The fair value of the amount payable to employees is recognised as an expense, with a corresponding increase in liabilities, over the period in which the employees become |
unconditionally entitled to payment. The liability is remeasured at each balance sheet date and at settlement date. Any changes in the fair value of the liability are recognised as personnel expense in profit or loss. |
Shares issued in exchange for goods or services are recorded at the fair value of the goods or services received from the supplier. |
Going concern |
The directors have considered the company's current financial position, forecasts, cash burn and path to profitability in evaluating the suitability of the going concern basis in compiling these financial statements. |
The directors are of opinion that the company has sufficient funds available to finance its operations for the foreseeable future following the date of approval of these financial statements and accordingly they have prepared the financial statements on the going concern basis. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
Appear Here Limited (Registered number: 07736672) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
4. | INTANGIBLE FIXED ASSETS |
Other |
intangible |
assets |
£ |
COST |
At 1 January 2024 |
and 31 December 2024 |
AMORTISATION |
At 1 January 2024 |
Charge for year |
At 31 December 2024 |
NET BOOK VALUE |
At 31 December 2024 |
At 31 December 2023 |
5. | TANGIBLE FIXED ASSETS |
Plant and |
Land and | machinery |
buildings | etc | Totals |
£ | £ | £ |
COST |
At 1 January 2024 |
Additions |
At 31 December 2024 |
DEPRECIATION |
At 1 January 2024 |
Charge for year |
At 31 December 2024 |
NET BOOK VALUE |
At 31 December 2024 |
At 31 December 2023 |
6. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2024 |
Impairments | ( | ) |
At 31 December 2024 |
NET BOOK VALUE |
At 31 December 2024 |
At 31 December 2023 |
Appear Here Limited (Registered number: 07736672) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
as restated |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
as restated |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Taxation and social security | ( | ) |
Other creditors |
9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
as restated |
£ | £ |
Other creditors |
10. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
| During the year ended 31 December 2024, the Company had a loan account with a director, Ross Bailey. |
| At 31 December 2023, the balance on the director's loan account was £nil. |
| At 31 December 2024, the balance was £15,637, representing an amount owed by the director to the Company. |
| The balance was unsecured and interest was charged at a rate of 3% per annum. There were no fixed repayment terms. |
| The full balance, together with any accrued interest, was repaid in cash subsequent to the year end. |
| Share based transactions: |
| During the year, the Company issued 27,969,976 Growth shares to a director for consideration of £2,780 |
11. | POST BALANCE SHEET EVENTS |
| On 21 January 2025, subsequent to the year end, the Company issued convertible loan notes with an aggregate principal amount of £200,000. The notes bear interest at a rate of 10% per annum and are convertible into equity at a conversion price of £0.183102048 per share. |
Appear Here Limited (Registered number: 07736672) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2024 |
12. | SHARE-BASED PAYMENT TRANSACTIONS |
| The Company operates an Enterprise Management Incentive Share Option Scheme, a French qualified share option plan, an Unapproved Share Option Scheme and an Incentive Stock options scheme. Options are granted to employees, senior employees and directors at the market price of the Company's ordinary shares. The options vest from 1 to 4 years following grant date. Options will not vest unless the employee remains in the service of the Company and provided the relevant criteria is met. The options are exercisable up until the 10th anniversary from the date of grant. |
| Reconciliations of the number and weighted average exercise price by option scheme are presented below. |
Share option type | Date of Grant | Number of Shares |
Enterprise Management Incentive | 22/05/2015 - 31/12/2021 | 893,872 |
Unapproved Share Options | 22/05/2015 - 31/12/2021 | 3,172,934 |
Incentive Stock Option | 09/08/2017 - 31/12/2021 | 6,974 |
French Qualified Share Options | 08/10/2018 - 31/12/2021 | 3,862 |
| Total | 4,077,642 |
EMI Scheme | Unapproved Scheme | ISO Scheme | French Scheme | Weighted average exercise price |
| Number of shares |
| At 1 January 2024 | 893,872 | 3,172,934 | 6,974 | 3,862 | £0.12 |
| Granted | - | - | - | - | £0.12 |
| Exercised in the year | - | - | - | - | £0.12 |
| Lapsed in the year | - | - | - | - | £0.12 |
| Outstanding as at 31 December 2024 | 893,872 | 3,172,934 | 6,974 | 3,862 | £0.12 |
| Exercisable as at 31 December 2024 | 811,872 | 3,172,934 | 6,974 | 3,862 | £0.12 |
| The total charge for the period was £nil (2023 : £nil). |
| The total figure included in reserves as at 31 December 2024 is £781,038 (2023: £781,038). |
13. | CONVERTIBLE LOAN NOTE |
During the year, the Company issued convertible loan notes with an aggregate principal amount of £500,000. The notes bear interest at a rate of 15% per annum and mature on 29 July 2029. |
The notes are convertible into equity at a conversion price of £0.183102048 per share. Conversion is triggered as follows: |
Qualified Financing: conversion occurs automatically on completion of a Qualified Financing, into the most senior class of shares in issue; |
Exit: conversion occurs automatically on an Exit at the Conversion Price; |
Lender option: the lender may elect to convert at any time by giving the Company not less than 10 Business Days’ prior notice; or |
Company option: the Company may elect to convert at any time by giving the lender not less than 10 Business Days’ prior notice. |
14. | SHARE CAPITAL |
On 4 September 2024, the Company allotted 27,969,976 Growth shares for total consideration of £2,780. |
On 3 October 2024, 889,157 Ordinary shares of £0.001 nominal value were re-designated as 889,157 Deferred shares of £0.001 nominal value. The Deferred shares are non-voting, carry no rights of redemption, and have no entitlement to dividends or capital distributions. |