Amazing AI PLC - Launch of Accelerated Bookbuild

10 September 2025

Amazing AI plc

("AAI", the "Company" or the "Group")

Launch of Accelerated Bookbuild

Amazing AI plc (AQSE: AAI) - 10 September 2025: AAI, a global fintech group specialising in online consumer loans and AI finance-related services, announces the launch of an accelerated bookbuild to raise funds of up to £1,000,000 through the issue of new Ordinary Shares in the Company ("ABB Shares") at an issue price of £0.01 per share (the "ABB").

Funds raised through the ABB will be used in support of the Company's bitcoin treasury policy (as announced on 24 July 2025), which will be implemented in conjunction with BitGo Trust Company Inc in relation to custodial services, and for general working capital purposes.

The ABB will open at 4:30 p.m. (UK time) on 10 September 2025 and close at 7:00 p.m. (UK time) on 10 September 2025. The result of the ABB and the associated Admission and Total Voting Rights details will be announced by the Company as soon as practicable thereafter. Institutional investors should contact Oberon Capital, the Company's broker, at corporatesales@oberoninvestments.com, to take part. 

Broker Option

In order to provide all existing shareholders the option to subscribe for new Ordinary Shares in the Company in the event they have not had the opportunity to do so in the ABB, the Company has granted the Company's broker, Oberon Capital, an option ("Broker Option") over any new Ordinary Shares not subscribed for in the ABB. 

The Broker Option is only available to existing shareholders on the register as at the close of business on 9 September 2025 and, for the avoidance of doubt, will not be made available to the public or in jurisdictions where it would be unlawful to do so.

The Broker Option is expected to open at 7:00 p.m. on 10 September 2025 and will close at 4:30 p.m. on 11 September 2025 ("Closing Date"). In the event any subscription for additional new ordinary shares pursuant to the Broker Option, a further announcement will be made at 7:00 a.m. on 12 September 2025 with details of further subscription. If the Broker Option is not fully subscribed on the Closing Date, orders from eligible investors will be satisfied in full ("Further Subscription") and the balance of the Broker Option shall lapse. The result of the Broker Option and the associated Admission and Total Voting Rights details will be announced by the Company as soon as practicable thereafter. In the event the Broker Option is fully subscribed for, the Company and its broker may scale down any subscriptions received and may accept offers for subscription in the order in which they are received.

To subscribe for the Broker Option, potential investors should contact their broker to communicate any bids to Oberon Capital.  Oberon Capital will not accept orders from potential investors who are not clients. 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company accept responsibility for the contents of this announcement.

Enquiries:

TERMS AND CONDITIONS OF THE ACCELERATED BOOKBUILD

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ACCELERATED BOOKBUILD. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION"); AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION")  (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) WHO ARE (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OR ANY OTHER APPLICABLE LAW OR REGULATION OF ANY JURISDICTION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE ACCELERATED BOOKBUILD OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS HAS BEEN LODGED WITH OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE OR THE SOUTH AFRICAN RESERVE BANK; AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED OR QUALIFIED FOR DISTRIBUTION, AS APPLICABLE UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SALE, RESALE OR DELIVERY WOULD BE UNLAWFUL.

EACH PARTICIPANT IN THE ACCELERATED BOOKBUILD ("PLACEE") SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR ORDINARY SHARES.

About Amazing AI plc

Amazing AI plc (AAI) is an AI driven, consumer finance fintech innovator that leverages its regulated licensed lending and collections operations, experience and network to distribute best-of-breed AI finance-related services internationally, specifically focused on lending, collections and debt financing services. AAI operates under the consumer brand Mr. Amazing Loans in the United States with state consumer lending licenses/certificates of authority and an established track-record of lending, collections and regulatory compliance for over 15 years. AAI has also implemented a Bitcoin Treasury Policy.

For more information please visit: www.amazingaiplc.com   

Important Notices

Amazing AI plc (the "Company") intends to hold treasury reserves and surplus cash in bitcoin. Bitcoin is a type of cryptocurrency or crypto asset. Whilst the Board of Directors of the Company considers holding bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the "Financial Conduct Authority" or "FCA") considers investment in bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA and cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most other investments, the value of bitcoin can go down as well as up, and therefore the value of bitcoin holdings can fluctuate. The Company may not be able to realise any future bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to bitcoin positions due to these market movements. As bitcoin is unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in bitcoin, and in doing so is mindful of the special risks bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in bitcoin must be prepared to lose all money invested in bitcoin; (ii) the bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell bitcoin at will. The ability to sell bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) crypto assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to bitcoin. However, prospective investors in the Company are encouraged to do their own research before investing.

Caution Regarding Forward Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.