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| CommonAI Holdings Limited (formerly CAIVP TopCo Limited)
| Unaudited
| Financial statements
| For the period ended 31 December 2025
| Registered number: 16069377
CommonAI Holdings Limited - Registered number: 16069377
Balance sheet As at 31 December 2025
|  | 2025
Note |  | £
Fixed assets |  |  |
Intangible assets | 4 |  | 56,164
Investments | 5 |  | 354,254
|  |  | 410,418
Current assets |  |  |
Debtors: amounts falling due within one year | 6 | 777,789 |
Cash at bank and in hand | 7 | 1,455 |
|  | 779,244 |
Creditors: amounts falling due within one year | 8 | (2,897,655) |
Net current liabilities |  |  | (2,118,411)
Total assets less current liabilities |  |  | (1,707,993)
Net liabilities |  |  | (1,707,993)
Capital and reserves |  |  |
Called up share capital |  |  | 10
Profit and loss account |  |  | (1,708,003)
|  |  | (1,707,993)
Page 1
CommonAI Holdings Limited - Registered number: 16069377
Balance sheet (continued) As at 31 December 2025 The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006. The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. 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:
Yen Mei Lim
Director
Date: 9 July 2026
The notes on pages 4 to 8 form part of these financial statements. Page 2
CommonAI Holdings Limited
Statement of changes in equity For the period ended 31 December 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
Comprehensive income for the period |  |  |
Loss for the period | - | (1,708,003) | (1,708,003)
Total comprehensive income for the period | - | (1,708,003) | (1,708,003)
Contributions by and distributions to owners |  |  |
Shares issued during the period | 10 | - | 10
Total transactions with owners | 10 | - | 10
At 31 December 2025 | 10 | (1,708,003) | (1,707,993)
| The notes on pages 4 to 8 form part of these financial statements.
Page 3
CommonAI Holdings Limited
Notes to the financial statements For the period ended 31 December 2025
1. | General information
CommonAI Holdings Limited ("the Company" and formerly CAIVP TopCo Limited) is a private company limited by shares, incorporated on 8 November 2024. The company number is 16069377. The registered office and principal place of business is 3rd Floor 19-20 Berners Street, London, United Kingdom, W1T 3NW. 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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. As this is the Company's first accounting period, the financial statements cover the period from incorporation on 8 November 2024 to 31 December 2025, which is a period of 14 months. Therefore, there are no prior period comparatives. 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. The following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
| 2.3 | Going concern
The company's financial statements have been prepared on a going concern basis. The directors have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements. In making their assessment, the directors have considered the Company's current financial position, projected cash flows and the post balance sheet share issue described in Note 10. Based on this assessment, the directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis of accounting in preparing these financial statements. Page 4
CommonAI Holdings Limited
Notes to the financial statements For the period ended 31 December 2025 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.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Amortisation is provided on the following bases:
|  |  |  | Domain Name | - | 10% |
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.8 | 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.
| 2.9 | Cash and cash equivalents
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. Page 5
CommonAI Holdings Limited
Notes to the financial statements For the period ended 31 December 2025 2.Accounting policies (continued)
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
3. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration.
4. | Intangible assets
|  | Domain Name
|  | £
| Cost |
| Additions | 61,270
| At 31 December 2025 | 61,270
| Amortisation |
| Charge for the period on owned assets | 5,106
| At 31 December 2025 | 5,106
| Net book value |
| At 31 December 2025 | 56,164
5. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 354,254
| At 31 December 2025 | 354,254
Page 6
CommonAI Holdings Limited
Notes to the financial statements For the period ended 31 December 2025
6. | Debtors
|  |  |  |  | 2025
|  |  |  |  | £
| Amounts owed by group undertakings | 768,407
| Other debtors | 4,262
| Prepayments and accrued income | 5,120
|  | 777,789
7. | Cash and cash equivalents
|  |  |  |  | 2025
|  |  |  |  | £
| Cash at bank and in hand | 1,455
|  | 1,455
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025
|  |  |  |  | £
| Trade creditors | 1,285,972
| Amounts owed to group undertakings | 11,229
| Other creditors | 1,590,824
| Accruals and deferred income | 9,630
|  | 2,897,655
| During the period, the Company entered into a Simple Agreement for Future Equity (SAFE) with an investor pursuant to which consideration of $2,000,000 (£1,590,824 at a USD/GBP spot rate of 1.25721) was received. Settlement of this amount is contingent upon the occurrence of certain future events, including an equity financing, a change of control or initial public offering, or the dissolution, liquidation or winding up of the company, under which the Company may be required to settle the obligation in cash or by issuing equity instruments. The Directors have considered the classification of the instrument in accordance with Section 22 of FRS 102. As the Company does not have an unconditional right to avoid delivering either cash or a variable number of its own equity instruments, the arrangement has been classified as a financial liability and is presented within creditors. As at 31 December 2025, £1,590,824 was included within other creditors.
Page 7
CommonAI Holdings Limited
Notes to the financial statements For the period ended 31 December 2025
9. | Share capital
|  |  |  |  | 2025
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 10,000,000 Ordinary shares of £0.000001 each | 10
On incorporation on 8 November 2024, 10,000,000 shares were issued at par value of £0.000001 each.
10. | Post balance sheet events
On 15 May 2026 the Company issued a further 2,750,000 shares with an aggregate nominal value of £2.75. Total consideration of $11,000,000 was received for the shares, comprising $9,000,000 in cash and $2,000,000 in respect of conversion of an outstanding "Simple Agreement for Future Equity" issued by the Company into shares.
Page 8