Updated Apr 30, 2026 by tinyBuild
Legal
Published by tinyBuild
This document details the admission of tinyBuild, Inc. to the AIM market of the London Stock Exchange, with trading scheduled to commence on March 9, 2021. The offering consists of a placement of approximately 91.4 million shares at 169 pence per share, resulting in a post-admission market capitalization of approximately £340.6 million. The company is raising £28.6 million in net proceeds to fund organic growth, strategic acquisitions, and the expansion of its intellectual property portfolio. As a global video game publisher and developer, tinyBuild employs a digital-first, "own-IP" strategy designed to create high-margin, multi-platform franchises. The company’s business model relies on a data-driven selection process for indie and AA titles, supported by influencer marketing and community engagement. With a pipeline of 23 titles for 2021–2022, the company focuses on acquiring development teams—an "acqui-hire" approach—to secure long-term assets. Financial performance has shown consistent growth, with revenue increasing from $11.9 million in 2017 to $18.5 million in the first half of 2020, supported by a transition to IFRS reporting standards. The scope of this admission is global, though it is subject to significant regulatory constraints. Because the company is incorporated in Delaware, its shares are classified as "restricted securities" under U.S. securities laws. Consequently, the offering is subject to Regulation S Category 3 transfer restrictions, which prohibit sales to U.S. persons or within the United States without registration or an applicable exemption. Investors are cautioned that the company faces operational risks, including revenue concentration in a small number of titles, reliance on third-party distribution platforms, and the complexities of managing a global workforce. Governance is managed through a six-member Board and adherence to the QCA Code, with specific anti-takeover provisions and protective measures in place to manage the company's concentrated shareholder structure.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser who is authorised under the FSMA if you are in the United Kingdom, or, if outside the United Kingdom, from another appropriately authorised independent adviser. This Document, which comprises an AIM admission document drawn up in accordance with the AIM Rules for Companies, has been issued in connection with an application for admission to trading on AIM of the entire issued and to be issued share capital of tinyBuild, Inc. This Document does not constitute an offer or any part of any offer of transferable securities to the public within the meaning of section 102B of the FSMA or otherwise. Accordingly, this Document does not constitute a prospectus for the purposes of section 85 of the FSMA or otherwise, and has not been drawn up in accordance with the Prospectus Rules or filed with or approved by the FCA or any other competent authority. Application has been made for the Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the Shares will commence on AIM on 9 March 2021. The Shares are not dealt on any other recognised investment exchange and no application is being made for admission of the Shares to the Official List of the FCA. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies.
ther recognised investment exchange and no application is being made for admission of the Shares to the Official List of the FCA. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this Document. The Company and the Directors, whose names appear on page 11 of this Document, accept responsibility both individually and collectively for the information contained in this Document. To the best of the knowledge of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect the import of such information. The whole of this Document should be read. Investment in the Company is speculative and involves a high degree of risk.
ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect the import of such information. The whole of this Document should be read. Investment in the Company is speculative and involves a high degree of risk. Your attention is drawn in particular to Part II of this Document entitled “Risk Factors”, which describes certain risks associated with an investment in tinyBuild, Inc. tinyBuild, Inc (incorporated and registered in the State of Delaware, US under the General Corporation Law of the State of Delaware registered number 6522473) Placing of 21,438,985 New Shares and 69,938,682 Sale Shares at 169 pence per share and Admission to trading on AIM Zeus Capital BERENBERC Nominated Adviser and Joint Broker Joint Broker Enlarged Share Capital immediately following Admission Number Issued and fully paid Amount $ 201,526,460 common shares of 0.001 par value each 201,526 Zeus Capital Limited (“Zeus Capital”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company as nominated adviser and joint broker in connection with the Placing and Admission, and will not be responsible to any other person for providing the protections afforded to customers of Zeus Capital or advising any other person in connection with the Placing and Admission.
s acting for the Company as nominated adviser and joint broker in connection with the Placing and Admission, and will not be responsible to any other person for providing the protections afforded to customers of Zeus Capital or advising any other person in connection with the Placing and Admission. Zeus Capital’s responsibilities as the Company’s nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to London Stock Exchange and not to the Company, the Directors or to any other person in respect of such person’s decision to acquire Placing Shares in reliance on any part of this Document. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus Capital by the FSMA or the regulatory regime established under it, Zeus Capital does not accept any responsibility whatsoever for the contents of this Document, and no representation or warranty, express or implied, is made by Zeus Capital with respect to the accuracy or completeness of this Document or any part of it.
Joh. Berenberg, Gossler & Co. KG, London Branch (“Berenberg”), a firm which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as joint broker in connection with the Placing and Admission, is advising no one else in relation to the Placing or Admission and will not be responsible to any other person for providing the protections afforded to its clients or for advising any other person in relation to the Placing, the Admission or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Berenberg by the FSMA or the regulatory regime established under it, Berenberg does not accept any responsibility whatsoever for the contents of this Document, and no representation or warranty, express or implied, is made by Berenberg with respect to the accuracy or completeness of this Document or any part of it. This document is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States or to, or for the account or benefit of, any US Person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “US Securities Act”) (“US Person”). This Document does not constitute an offer of, or the solicitation of an offer to subscribe for, or to purchase, the Placing Shares in the United States or to, or for the account or benefit of, US Persons, or to any other person to whom it is unlawful to make such offer or solicitation or which may result in the requirement to register the Placing Shares under the US Securities Act.
cribe for, or to purchase, the Placing Shares in the United States or to, or for the account or benefit of, US Persons, or to any other person to whom it is unlawful to make such offer or solicitation or which may result in the requirement to register the Placing Shares under the US Securities Act. Securities may not be offered or sold in the United States absent registration under the US Securities Act or in reliance upon an available exemption from registration under the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States. The Placing Shares have not been and will not be registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only outside of the United States to persons who are not US Persons or acting for the account or benefit of US Persons in "offshore transactions" (as defined in Regulation S under the US Securities Act) in accordance with, and in reliance on, the safe harbour from registration provided by Section 903(b)(3) of Regulation S, or Category 3, of Regulation S. The Placing Shares are subject to the conditions listed under Rule 903(b)(3), or Category 3, of Regulation S. Under Category 3, offering restrictions (as defined under Regulation S) must be in place in connection with the Placing and additional restrictions are imposed on resales of the Shares. Further details of these restrictions are set out in Part VII of this Document.
The 2021 fiscal year marked a transformative period for tinyBuild as it successfully transitioned to a public company via a March IPO on the London Stock Exchange’s AIM market. This strategic shift facilitated record financial performance, with consolidated revenue rising 39% to $52.2 million and Adjusted EBITDA growing 46% to $22.2 million. These results were underpinned by an aggressive expansion of the company’s own-IP portfolio, which increased to 81% of total revenue, and a robust back-catalogue that contributed 83% of sales. The company’s "multi-game and franchise" model was further validated by the continued success of the *Hello Neighbor* franchise, which surpassed 70 million downloads and expanded into a multimedia brand. Operational growth was largely driven by a significant M&A program, including seven acquisitions such as Versus Evil and Red Cerberus. These transactions, totaling millions in investment, bolstered publishing, QA, and development capabilities while diversifying the global footprint into high-skill, low-cost regions. Despite these gains, the company faced substantial geopolitical headwinds due to the conflict in Ukraine. Management responded with a large-scale extraction operation to relocate staff to new hubs in the Balkans and Western Europe. While the affected regions account for less than 5% of annual revenues, the company remains focused on mitigating regional instability and reducing revenue concentration among its top titles and platform partners. The company concluded the year in a strong liquidity position, reporting $48.8 million in cash and total assets expanding to $122.4 million. Following the IPO, tinyBuild established formal corporate governance structures and performance-based remuneration policies to align leadership with shareholder interests. With a pipeline of over 30 titles and a data-centric marketing strategy leveraging thousands of influencers, the group is positioned as a multimedia powerhouse. The transition to a public entity has provided the capital necessary to continue its trajectory of organic investment and strategic acquisitions within the global indie gaming market.
The report announces the successful completion of the private subscription for a new issue of series H common bearer shares of PCF Group S.A., confirming that all 6 670 000 shares with a nominal value of 0,02 zł each were fully subscribed and paid for. The subscription was conducted between 6 and 11 August 2025, with the subscription agreements finalized on 14 August 2025, and the total consideration amounted to 20 010 000 zł, based on an issue price of 3,00 zł per share. Sixteen qualified investors participated in the offering, each entering into a subscription contract for the full allotment of shares. The process was executed as a private subscription under Article 56 of the Polish Public Offering Act and the Commercial Companies Code, and therefore did not require a prospectus. No allocation reductions were applied, and the shares were issued against cash contributions only; no non‑cash consideration, set‑off of receivables, or sub‑issuance arrangements were involved. The scope of the offering is limited to investors residing in the European Economic Area, the United Kingdom, and qualified institutional buyers under U.S. Rule 144A, explicitly excluding distribution in the United States, Canada, Australia, Japan, South Africa and other jurisdictions where the securities would be unlawful without registration. The report complies with EU Regulation 596/2014 on market abuse and the EU Prospectus Regulation, and it emphasizes that the information is for informational purposes only and does not constitute a solicitation or promotional material. Cost details for the issuance have not yet been finalized; the company will disclose the total and per‑share expenses in a subsequent report after receiving and approving the relevant invoices. The overall conclusion is that the subscription was fully executed on schedule, with the capital raised now available for the company’s use, while all regulatory and disclosure obligations have been satisfied.
Games Workshop achieved record financial performance for the 26-week period ending November 30, 2025, characterized by robust core revenue growth and significant operational expansion. Total revenue rose to £332.1 million, a 10.9% increase over the previous year, while profit before tax climbed to £140.8 million. This growth was primarily fueled by the core business, particularly the trade channel, which saw a 25.2% increase to £207.4 million. High-profile product launches, including the record-breaking Space Wolves army box and new iterations for Horus Heresy and Age of Sigmar, underpinned this success. While core operations flourished, licensing revenue experienced a contraction, falling from £30.1 million to £16.0 million. This decline is attributed to high prior-year comparatives following the major release of Space Marine 2, though long-term media prospects remain strong through ongoing development with Amazon MGM Studios. To protect margins against external pressures, such as £6.0 million in US tariff costs, the company implemented a 3.5% price increase and achieved a gross margin of 69.4%. Management also reaffirmed a strict policy against utilizing artificial intelligence in creative processes to preserve the brand's artistic integrity. The company is aggressively investing in its global infrastructure to support future demand, with a fourth factory scheduled for 2026 and a robotic warehouse in the UK planned for 2027. Digital engagement continues to scale, with Warhammer+ reaching 248,000 subscribers and active digital users nearing 800,000. Supported by a strong cash position of £171.1 million and a global retail footprint of 575 stores, the Group remains a highly liquid going concern, returning £74.2 million to shareholders in dividends while maintaining progress toward its 2032 carbon emission targets.
The third quarter of 2024 marks a period of stabilization for the global gaming industry, signaling a transition from post-pandemic volatility toward a new, normalized market environment. The industry has moved past the extreme fluctuations of the COVID-19 era, with capital deployment for private investments settling at approximately $1 billion across 120 rounds. While public markets remain under pressure, the quarter saw the first initial public offering in two years, suggesting a cautious but potential thaw in public listing activity. Key findings reveal a strategic shift in investor focus, as capital increasingly flows toward platform and technology sectors rather than traditional gaming content. This trend is evidenced by a sharp uptick in private investments for infrastructure, payment, and development tools. Within the gaming segment, early-stage venture capital remains consistent, while late-stage fundraising continues to face significant headwinds. Corporate venture capital has emerged as a vital component of the ecosystem, frequently co-investing with traditional venture firms to support studios and tech providers. Geographically, North America and Western Europe remain the primary hubs for investment activity, though the mobile market continues to rely heavily on Asian developers for new top-performing releases. Steam sales data reflects a divergence in performance, with AA and indie publishers driving a 35% year-over-year growth in gross revenue, while AAA titles have experienced stagnation. The analysis relies on tracking closed transactions within the video game industry, excluding pure gambling, betting, and non-gaming blockchain entities. By monitoring deal types—including control and minority mergers and acquisitions, venture capital rounds, and public offerings—the data provides a comprehensive view of capital flows. The findings emphasize that while the gaming sector faces ongoing challenges in late-stage funding, the broader ecosystem is finding stability through diversified investment in gaming-adjacent technologies and a resilient indie development scene.