Funding

The report discloses that PCF Group S.A., a Warsaw‑based issuer, entered into subscription agreements with investors for 2 510 904 ordinary shares of Series G. Full cash consideration was paid, and the agreements were executed in accordance with Article 17(1) of Regulation (EU) No 596/2014 on market abuse. The disclosure is strictly informational and does not constitute an offer, solicitation or promotional material for the new shares. It applies only to qualified investors within EU member states and the United Kingdom, excluding persons in the United States, Australia, Canada, Japan, South Africa or other jurisdictions where such distribution would violate securities law. The shares are not registered under U.S. securities legislation and cannot be offered or sold in those territories except under specific exemptions such as Regulation S or Rule 144A. The issuer and its managers expressly disavow any liability for the content of the report, and no prospectus is required under the Prospectus Regulation. The document contains forward‑looking statements subject to risks and uncertainties, and it cautions that past performance does not guarantee future results. No investment recommendation is made; investors are urged to conduct independent due diligence before considering participation in the Series G subscription.

The report details the completion of a private subscription offering of 2,510,904 ordinary shares of PCF Group S.A. (Series G) with a nominal value of 0.02 zł each, issued at an emission price of 40.20 zł per share. The subscription period ran from 9 to 10 August 2023, with contracts finalized on 18 August 2023 and full payment received the same day. Forty investors participated, each acquiring shares at the stated price; no tranches or allocation reductions applied. The total value of the offering amounted to 100,938,340.80 zł. No sub‑subscription agreements were involved, and the shares were paid for in cash.

The document clarifies that it is purely informational, not an offer or advertisement, and is restricted from distribution in the United States, Australia, Canada, Japan, South Africa, or other jurisdictions where it would violate securities law. It is intended solely for qualified investors within the European Economic Area and the United Kingdom, in line with Regulation (EU) 2017/1129. The report disclaims any liability for managers or related parties and states that future cost details will be disclosed in a separate report once invoices are finalized.

Key data points include the number of shares issued, subscription dates, price per share, total offering value, and investor count. The scope is limited to the Polish market with no public offering outside Europe, and the methodology follows standard private subscription procedures under Polish corporate law.

The report details the conclusion of two renewable credit agreements between PCF Group S.A. and Bank Polska Kasa Opieki S.A., finalized on 12 October 2023. The first agreement provides a maximum loan of PLN 30,000,000 for financing on‑demand game production costs; the second offers a maximum loan of €4,426,444 for similar purposes. Both lines have a three‑year utilization period and repayment horizon, with interest calculated annually as the sum of a fixed margin and the variable WIBOR rate. Fees for loan availability and guarantees from Bank Gospodarstwa Krajowego are set at market‑typical terms.

Security for the bank’s claims comprises equal‑priority collateral, including financial pledges on all shares held by PCF Group in Incuvo S.A., pledges on the company’s bank accounts, a 150 % payment‑obligation declaration under civil procedure law, and up to 80 % guarantees from Bank Gospodarstwa Krajowego secured by blank promissory notes and related declarations. The agreements also contain standard suspension conditions for disbursement, routine information obligations post‑activation, and covenants restricting changes to the core business or additional borrowing. Breach of these covenants grants the bank rights to terminate the agreement or suspend further financing.

The scope is limited to PCF Group S.A., a Warsaw‑based entity, with the agreements covering Polish and Euro denominated credit lines for game production financing. The methodology is a contractual disclosure under Article 17(1) of the MAR regulation, with no survey or external data sources referenced.

PCF Group S.A. provides a final accounting of the costs associated with the private subscription of 387,714 series D ordinary bearer shares. This disclosure serves to finalize the financial reporting requirements following the issuance process initiated in June 2021, ensuring transparency regarding the capital expenditure incurred during the offering.

The total costs attributed to the issuance of the series D shares amounted to 393,476.46 PLN. These expenses were exclusively related to the preparation and execution of the offering, with no costs incurred for sub-underwriting, prospectus preparation, or promotional activities, as the transaction was conducted as a private placement. The breakdown of these costs includes 308,553.00 PLN for legal services, 73,423.46 PLN for transactional advisory services, and 11,500.00 PLN for registration and admission to trading on the Warsaw Stock Exchange.

Based on the total issuance volume, the average cost per unit of the series D shares is approximately 1.01 PLN. In accordance with standard accounting practices, the company recognized these issuance costs by reducing the reserve capital created from the share premium, which represents the surplus of the issue price over the nominal value of the shares. This summary confirms the final financial impact of the series D subscription on the company’s capital structure.

PCF Group S.A. has finalized the accounting of costs associated with the issuance of 3,343,037 series F ordinary bearer shares. The primary purpose of this disclosure is to provide transparency regarding the financial expenditures incurred during the subscription process, ensuring compliance with regulatory requirements for issuers of securities on the Warsaw Stock Exchange.

The total cost of the series F share issuance amounted to 2,323,824.52 PLN. These expenses are categorized into two main areas: the preparation and execution of the offer, which totaled 2,243,744.52 PLN, and promotional activities, which accounted for 80,080.00 PLN. Within the preparation category, transaction advisory services represented the largest expenditure at 1,747,018.88 PLN, followed by legal costs of 467,464.81 PLN and registration and admission fees of 29,260.83 PLN. The company did not utilize sub-underwriters, and the offer was conducted without the requirement of a prospectus.

On a per-unit basis, the average cost of the subscription amounted to approximately 0.70 PLN per share. In terms of accounting treatment, the total issuance costs were recognized by reducing the reserve capital created from the surplus of the issue price over the nominal value of the shares. This summary covers the financial activities related to the series F issuance as of February 2024, reflecting the final reconciliation of all associated transaction costs.

PCF Group S.A. provides a formal summary of the private subscription of Series E ordinary bearer shares, confirming the completion of the issuance process. The primary purpose of the transaction was to finalize the acquisition of shares in Incuvo S.A. through a non-cash contribution, thereby expanding the company's capital base. The subscription was conducted as a private placement, exempt from the requirement to publish a prospectus under European Union regulations.

The issuance involved 136,104 Series E shares, each with a nominal value of 0.02 PLN, issued at an issue price of 46.13 PLN per share. The total value of the offering reached 6,278,477.52 PLN. Two investors, Andrzej Wychowaniec and Radomir Kucharski, subscribed to the shares by contributing equity in Incuvo S.A. as an in-kind contribution, supplemented by minor cash payments to cover the difference between the issue price and the valuation of the aport.

Total costs associated with the subscription amounted to 20,659.72 PLN, resulting in an average cost of approximately 0.15 PLN per share. These expenses, which primarily comprised legal fees and costs related to the registration and admission of shares to the Warsaw Stock Exchange, were settled by reducing the company's supplementary capital from the share premium. The subscription process concluded with the full payment of contributions by February 17, 2023, and the formalization of the share subscription agreements on February 15, 2023.

PCF Group S.A. has officially terminated development of Project Red, a title previously intended for either external publishing or self-publishing. This strategic decision stems from the company’s inability to secure an external publishing partner and a lack of sufficient capital to sustain self-publishing efforts. Furthermore, the company has prioritized the allocation of its development resources toward a newly acquired project, designated as Project Echo, which necessitates the transfer of the team previously assigned to Project Red.

The cancellation of Project Red carries significant financial implications for the company’s 2024 fiscal reporting. As of June 30, 2024, the company will record a 100% impairment charge on all capitalized expenditures related to the project. This accounting action will result in an estimated reduction of 8.85 million PLN in the company’s standalone financial results and fixed assets, while the consolidated financial results and fixed assets for the group will decrease by approximately 7.72 million PLN.

These adjustments are classified as one-time, non-cash events and will not impact the company’s EBITDA. While these figures represent the current assessment of the financial impact, they remain subject to final auditor review and may be adjusted in the upcoming semi-annual financial statements. This shift in development focus reflects a broader realignment of the company’s portfolio, prioritizing projects with secured external funding over those requiring internal capital investment.

People Can Fly Group has updated its long-term strategic framework, maintaining core objectives while adjusting project timelines and financial targets for the 2024–2028 period. The company now plans to release its self-published project, Bison, in 2025, followed by early access launches for projects Bifrost and Victoria in 2026. To support these operations, the company aims to maintain a workforce of approximately 370 full-time equivalents for its work-for-hire segment through 2028.

The updated financial strategy targets at least 3.3 billion PLN in total revenue between 2024 and 2028, with a projected growth trajectory that scales from 5% of this total in 2025 to 33% by 2028. Management has suspended dividend recommendations until at least the 2026 fiscal year, contingent upon achieving positive financial results from self-publishing activities. Furthermore, the development of a previously proposed incentive program tied to 1.5 billion PLN in cumulative EBITDA has been paused pending the outcome of an ongoing strategic review.

Execution of these goals is strictly dependent on securing approximately 350 million PLN in new financing during 2025 and 2026. Should this funding not materialize, or if specific work-for-hire project conditions remain unmet, the company is evaluating alternative scenarios, including the potential transition of the Bifrost or Victoria projects into the work-for-hire model. These updates reflect a recalibration of the company’s operational roadmap as it navigates capital requirements and project development milestones.

PCF Group S.A. has formally increased the financial guarantee provided to the Bank of Montreal to support the operations of its Canadian subsidiary, People Can Fly Canada Inc. This adjustment, finalized on November 15, 2024, raises the unsecured guarantee from 9.2 million Canadian dollars to 13.154 million Canadian dollars. The action serves to align the company’s credit support with an expanded revolving credit facility intended to pre-finance future tax credits within the Canadian market.

The underlying credit facility, which functions as a demand revolving facility, has been increased from 8 million to 11.954 million Canadian dollars. This expansion necessitates a corresponding adjustment to the collateral structure previously established in May 2023. Consequently, the first-ranking hypothec over the movable property of People Can Fly Canada Inc. has been raised from 11.04 million to 15.7848 million Canadian dollars. These modifications ensure that the security interests held by the bank remain commensurate with the increased credit exposure.

The scope of these financial adjustments is limited to the Canadian operations of the PCF Group and the specific credit arrangements with the Bank of Montreal. All other material terms and conditions governing the original financing agreement remain unchanged, maintaining the existing framework for the company’s debt obligations and security protocols. This strategic increase in liquidity support reflects the company's ongoing efforts to manage cash flow effectively through the utilization of regional tax incentive programs.

People Can Fly Group has officially concluded its strategic options review process, initiated in August 2024, without securing the necessary capital to sustain its current operational trajectory. The company failed to obtain approximately 350 million PLN in external financing, a sum deemed essential for maintaining the existing scale of its self-publishing game development projects. Consequently, the organization is unable to execute its previously established corporate strategy in its current form.

To address the resulting financial constraints and ensure liquidity, the management board is shifting its focus toward stabilizing cash flows. The primary objective is to align capital expenditures within the self-publishing segment with the revenue generated from the company’s work-for-hire production services. By balancing these two business segments, the firm aims to achieve a sustainable financial equilibrium.

This strategic pivot marks a significant contraction in the company's growth ambitions, moving away from aggressive self-funded expansion toward a more conservative, revenue-dependent model. The company has committed to providing further updates as it implements specific measures to restructure its operations and restore financial stability. Future disclosures will detail the concrete steps taken to align the group’s cost structure with its incoming cash flows from external development contracts.

PCF Group S.A. has formally announced the successful execution of agreements with investors regarding the subscription of 6,670,000 new series H ordinary bearer shares. This issuance follows a series of previous corporate communications issued in August 2025. The company confirms that the required monetary contributions for the full coverage of these newly issued shares have been received in their entirety.

The primary purpose of this disclosure is to fulfill regulatory obligations under the Market Abuse Regulation and Polish public offering laws. The issuance is restricted to qualified investors within the European Economic Area and specific categories of professional investors in the United Kingdom. The company explicitly states that this information does not constitute a public offering, advertisement, or promotional material for the new shares in any jurisdiction.

The scope of this transaction is limited to non-U.S. jurisdictions, adhering to Regulation S under the U.S. Securities Act of 1933. The shares have not been registered with the U.S. Securities and Exchange Commission or any other international regulatory body, and the company does not intend to register them. Consequently, the distribution of this information is strictly prohibited in the United States, Australia, Canada, Japan, South Africa, and any other region where such distribution would be unlawful. The company emphasizes that no prospectus is required for this issuance, and investors are expected to conduct their own independent analysis before making any investment decisions.

NINIEJSZY DOKUMENT NIE JEST PRZEZNACZONY DO DYSTRYBUCJI, BEZPOŚREDNIO CZY POŚREDNIO, NA TERYTORIUM ALBO DO STANÓW ZJEDNOCZONYCH AMERYKI, AUSTRALII, KANADY LUB JAPONII ANI INNYCH KRAJÓW, GDZIE PUBLIKACJA, OGŁOSZENIE, DYSTRYBUCJA LUB PRZESŁANIE BYŁOBY NIEZGODNE Z PRAWEM. NINIEJSZY DOKUMENT NIE STANOWI OFERTY PAPIERÓW WARTOŚCIOWYCH W JAKIEJKOLWIEK JURYSDYKCJI. PROSIMY O ZAPOZNANIE SIĘ Z ZASTRZEŻENIAMI PRAWNYMI ZAMIESZCZONYMI NA KOŃCU NINIEJSZEGO DOKUMENTU.