Mergers Acquisitions

The document announces that Krafton, Inc. has entered into an investment agreement to acquire shares of PCF Group S.A. under a capital increase authorized by the extraordinary general meeting, allowing up to 5 853 941 new ordinary shares of series F at a nominal value of PLN 0.02 each. The agreement obligates Krafton to purchase shares representing 10 % of the company’s capital and voting rights at an issue price of PLN 40.20 per share, with the company guaranteeing allocation upon fulfillment of Krafton’s subscription commitment. The investment contract grants Krafton rights of first negotiation and first refusal on future projects such as Project Victoria or Project Bifrost if released outside a self‑publishing model, and includes anti‑dilution, tag‑along, and drag‑along provisions. Both parties have executed lock‑up agreements lasting until 28 March 2024 and standard representations, warranties, and indemnity clauses. The agreement is governed by Polish law, has a ten‑year term with automatic renewal provisions, and allows Krafton to terminate under specific circumstances such as cancellation of the offer or failure to meet subscription deadlines; no penalties are stipulated. The report, prepared under EU Regulation MAR, is strictly informational and restricted to qualified investors within the European Economic Area, excluding public distribution in jurisdictions such as the United States, Canada, Australia, Japan, and South Africa. It contains forward‑looking statements subject to risks and uncertainties, and disclaims any investment recommendation or guarantee.

The report announces that on 14 June 2023, Krafton, Inc. and PCF Group S.A., together with key shareholder Sebastian Wojciechowski, entered into a side‑letter to the investment agreement dated 28 March 2023. The side‑letter stipulates that if PCF Group increases its share capital by issuing up to 2 510 904 new shares before 31 December 2023, Krafton will have the right of first refusal to subscribe for shares that would bring its total holdings to 10 % of the capital and voting rights. The subscription price is fixed at PLN 40.20 per share, independent of the price set for other investors. The agreement does not obligate Krafton to purchase any shares, and the allocation of new shares to other investors remains unaffected.

The document is a regulatory disclosure under EU Regulation 596/2014 and Polish securities law, intended solely for informational purposes. It contains extensive legal caveats restricting distribution outside the European Economic Area and prohibiting any promotional use of the information. The report clarifies that it is not an offer, does not constitute a prospectus, and is limited to qualified investors in the EU, UK, or U.S. under Rule 144A. No financial projections or performance guarantees are provided; the report includes forward‑looking statements subject to risk and uncertainty. The disclosure emphasizes that no manager or affiliated party assumes liability for the accuracy of the information, and any investment decisions must rely on independently verified data.

The report announces that PCF Group S.A., headquartered in Warsaw, entered into a non‑binding Letter of Intent on 17 June 2023 with a prominent U.S. entertainment company to develop a virtual‑reality action/combat video game under the code name “Dolphin.” The intent is to negotiate a production agreement with a publisher or its affiliate, under which PCF will act as a work‑for‑hire developer. The publisher’s total budget for the project is estimated between 16 million and 24 million USD, with intellectual property rights ultimately belonging to the publisher within contractual limits. Development is projected to conclude in 2025, with release planned for current and future leading VR hardware platforms. The report clarifies that signing the Letter of Intent does not guarantee a final production contract, and further details will be disclosed in a separate public update. The scope covers the U.S. entertainment partner and global VR platforms, focusing on action/combat gameplay. No survey or statistical methodology is cited; the information derives from corporate governance announcements and contractual estimates.

The report announces that on 21 August 2023, PCF Group S.A. entered into an agreement with OÜ Blite Fund, a limited liability company based in Tallinn, Estonia. Under the settlement, PCF Group S.A. committed to pay Blite Fund 2 050 000,00 złoty as an additional payment for the purchase price of 7 143 900 shares of Incuvo S.A., a company headquartered in Katowice. These shares were originally acquired by PCF Group S.A. through a share sale agreement dated 13 December 2021 between the two parties.

The additional payment represents a full settlement of all mutual claims arising from or related to the share sale agreement. The amount will be recorded in PCF Group S.A.’s income statement for the second quarter of 2023. The settlement is made pursuant to Article 17(1) of the MAR regulation, and it follows a prior interim report dated 13 December 2021. The document provides no further methodological details, as it is a straightforward disclosure of the contractual resolution and its financial impact on the company’s quarterly results.

The report informs stakeholders that the production agreement negotiations for the virtual‑reality action/combat game code‑named “Dolphin” have been indefinitely suspended. The PCF Group S.A., headquartered in Warsaw, had previously entered a non‑binding letter of intent with a prominent U.S. entertainment company on 17 June 2023 to develop the game for VR platforms. On 22 September 2023, the publisher notified the company that work on the project would be halted permanently. Informal discussions suggest the decision is linked to ongoing industry strikes in the United States, creating uncertainty within the entertainment sector. Consequently, all negotiations regarding the production agreement have been put on hold. The report covers a single geographic region—Poland and the United States—and focuses exclusively on the video‑game development segment, specifically virtual reality action titles. No survey or statistical methodology is employed; the information is based on direct communication between company representatives and the publisher. The primary conclusion is that external labor disputes have disrupted the partnership, leading to a suspension of contractual negotiations and project development.

PCF Group S.A. has finalized the financial settlement and contractual dissolution regarding the production of Bulletstorm VR. Following the game’s release on January 18, 2024, the publisher and its subsidiary, Incuvo S.A., reached an agreement to settle all remaining production milestones. As part of this financial reconciliation, PCF Group charged Incuvo 871,157.59 PLN to cover development and quality assurance costs incurred during the project’s lifecycle.

The decision to terminate the production-publishing agreement, effective January 19, 2024, stems directly from the unsatisfactory commercial performance of the title upon its launch. Under the terms of this dissolution, Incuvo forfeits all rights to future royalty payments derived from the game’s sales. This restructuring effectively ends the original collaborative framework between the two entities regarding this specific intellectual property.

Moving forward, PCF Group assumes full responsibility for the final product and its ongoing commercialization. While the company retains the option to utilize Incuvo’s resources for potential future development tasks, the publisher now maintains complete control over the title’s lifecycle. This shift in management strategy reflects a broader effort to mitigate the impact of the game’s poor market reception and consolidate oversight of the product’s future development and sales trajectory.

PCF Group S.A. has formally initiated a comprehensive review of strategic options to evaluate potential pathways for supporting the long-term development of the company and its capital group. This process is designed to identify and assess various opportunities that could enhance the organization’s growth trajectory, including the potential acquisition of a financial or strategic investor. Furthermore, the review encompasses the possibility of executing corporate transactions that might result in structural changes to the company’s shareholding or capital base.

The scope of this initiative involves active engagement and preliminary discussions with various external entities to explore potential partnerships or investment scenarios. While the company intends to provide selected parties with necessary information to facilitate these evaluations, the process remains in its preliminary stages. No specific outcomes, timelines, or definitive decisions have been established, and the company emphasizes that there is no guarantee that any particular strategic action will be finalized as a result of this review.

Throughout the duration of this assessment, the group remains committed to its existing operational strategy and will continue to execute its current business objectives. Management intends to maintain transparency by disclosing further developments in accordance with regulatory requirements as the situation evolves. This strategic review reflects a proactive approach to capital management and corporate development within the gaming industry, aimed at securing the most advantageous future for the group’s stakeholders.

PCF Group S.A. has officially disclosed the commencement of negotiations regarding a production and publishing agreement with Krafton Inc., a Seoul-based publisher. This disclosure follows the formal execution of a Master Services Agreement on September 10, 2024. The company had previously delayed the announcement of these negotiations, which began on July 11, 2024, to protect its legitimate business interests and prevent potential interference from competitors during the sensitive negotiation phase.

The partnership centers on the development of a new game mode for an existing Krafton title, utilizing a work-for-hire model. This collaboration aligns with the strategic objectives outlined by PCF Group in early 2023, which prioritize securing high-quality work-for-hire opportunities with reputable industry partners. The agreement is structured as a framework, with specific operational details, project timelines, and compensation terms to be defined in subsequent statements of work.

Management justified the initial delay in public disclosure by citing the uncertainty of the negotiation outcomes and the risk that premature release could lead to market misinterpretation of the company’s valuation. Throughout the delay period, the company maintained strict confidentiality protocols, including the maintenance of an insider list as required by regulatory standards. The disclosure confirms that the terms of the agreement are consistent with standard industry practices for similar development projects.

PCF Group S.A. has entered into a formal production and publishing agreement with the South Korean firm Krafton Inc. as of September 10, 2024. This partnership centers on the development of a new gameplay mode, currently identified by the codename Project Echo, intended for an existing video game title owned by Krafton. The collaboration is structured as a work-for-hire arrangement, wherein the developer provides services and production expertise in exchange for agreed-upon compensation from the publisher.

The agreement functions as a master services framework, establishing the foundational legal and operational terms for the partnership. Specific project parameters, including detailed service descriptions, production timelines, and precise financial remuneration, will be defined through subsequent individual statements of work. The terms governing this engagement align with standard industry practices for international production and publishing contracts, ensuring a conventional approach to project management and intellectual property rights.

This strategic move directly supports the long-term objectives outlined in the company’s updated corporate strategy from January 2023. By securing this contract, the developer continues to execute its stated goal of pursuing high-value collaborations with reputable global partners within the work-for-hire business model. This development reinforces the company’s commitment to diversifying its project portfolio while leveraging its technical capabilities to support established titles in the global gaming market.

The provided text serves as the official proxy voting template for the Extraordinary General Meeting of PCF Group S.A., scheduled for November 13, 2024. The primary purpose of this instrument is to establish a formal legal framework allowing shareholders to appoint a representative to exercise their voting rights and participate in corporate governance proceedings on their behalf. By standardizing the authorization process, the company ensures that all proxy representations comply with regulatory requirements for shareholder participation in high-level corporate decision-making.

The template facilitates both individual and institutional shareholder participation by providing distinct fields for personal identification, such as passport or national identity card details and PESEL numbers, as well as corporate registration data for legal entities. The scope of the authorization is comprehensive, granting the appointed proxy the authority to attend the meeting, cast votes associated with the shareholder’s equity stake, and perform all necessary ancillary actions, including the submission of statements, explanations, or formal motions required during the proceedings.

This administrative document functions as a procedural requirement for the upcoming meeting, ensuring that the company maintains a transparent and legally binding record of shareholder representation. By defining the specific date and time of the meeting, the template serves as a critical tool for maintaining quorum and facilitating the orderly execution of the Extraordinary General Meeting. It reflects standard corporate governance practices within the Polish capital market, providing a structured mechanism for shareholders to delegate their voting power while maintaining clear accountability and legal clarity.

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 formalized an amendment to its existing investment agreement with Krafton Inc. and company CEO Sebastian Wojciechowski, effective April 23, 2025. This legal update modifies the strategic partnership established in March 2023, specifically altering the contractual obligations regarding the future commercialization of two internal development initiatives, Project Victoria and Project Bifrost.

The primary outcome of this amendment is the waiver of specific preferential rights previously granted to Krafton Inc. Under the original terms, the investor held a right of first negotiation and a right of first refusal concerning any third-party publishing agreements for these two projects. By relinquishing these rights, the company gains greater flexibility to pursue alternative publishing models, including potential partnerships outside of the self-publishing framework, without being bound by the investor’s prior veto or negotiation priority.

This adjustment applies exclusively to the governance and commercialization rights of the specified projects within the company’s current development pipeline. All other terms and conditions stipulated in the original 2023 investment agreement remain in full force and effect. This development reflects a strategic shift in the company’s operational autonomy regarding its intellectual property, allowing for broader market engagement as these projects progress toward potential release.