PCF Group

Game Co.

601 documents

Documents

Wyznaczenie Daty Premiery Gry „Tracked: Shoot to Survive”

PCF Group S.A. has officially scheduled the release of its upcoming title, Tracked: Shoot to Survive, for November 13, 2025. This project, which was previously developed under the internal codename Bison, represents a strategic move into the virtual reality market. The launch is specifically targeted at the Meta Quest 3 and Meta Quest 3S hardware platforms, indicating a focus on high-end standalone VR experiences. The announcement serves as a formal update to previous corporate disclosures issued in late 2023 and early 2025 regarding the project's development lifecycle. By establishing a firm premiere date, the Warsaw-based developer confirms the transition of the title from its production phase to commercial availability. This timeline aligns with the broader industry trend of optimizing software for the latest generation of Meta’s hardware ecosystem. The scope of this release is currently limited to the specified Meta Quest platforms, with the company providing these details in compliance with European market abuse regulations. This regulatory filing underscores the material importance of the release to the company’s financial outlook for the fourth quarter of 2025. The transition from a codename to a finalized title suggests that marketing and distribution efforts are now entering their final stages ahead of the November launch.

game-publishing vr europe+1

PCF GroupOct 2025

Legal

Raport bieżący nr 40/2025: Podsumowanie kosztów subskrypcji akcji serii H

The report serves to disclose the finalised expenses associated with the subscription of 6,670,000 ordinary bearer shares of Series H issued by PCF Group S.A., Warsaw. It complements an earlier filing from August 2025 and complies with the Minister of Finance’s regulation on current and periodic information from securities issuers. The analysis focuses on the Polish market, specifically the Warsaw Stock Exchange, and covers the period up to the report’s preparation date of 14 October 2025. Total issuance costs amount to 265,800 PLN, all of which are recorded as emission expenses. The breakdown shows 265,800 PLN spent on the preparation and execution of the offer, comprising legal fees of 135,390 PLN, transaction‑advisory fees of 115,410 PLN, and registration and admission costs to the National Depository for Securities and the exchange of 15,000 PLN. No remuneration was paid to sub‑issuers, no prospectus was prepared, and no promotional activities were undertaken, as the public offer did not require a prospectus. The average cost per share is calculated at approximately 0.04 PLN. Accounting treatment reduced the share‑premium reserve by the full 265,800 PLN, reflecting the excess of the issue price over the nominal value of 0.02 PLN per share. The disclosed figures provide a transparent view of the financial impact of the Series H subscription on the issuer’s capital structure.

investment funding europe

PCF GroupOct 2025

Financial

Półroczne Sprawozdanie Zarządu z Działalności Grupy Kapitałowej PCF Group S.A. oraz Spółki PCF Group S.A.: 2025

PCF Group S.A. experienced a period of significant strategic realignment and financial volatility during the first half of 2025. While total sales revenue grew by 51% year-over-year to 115.3 million PLN, the Group recorded a net loss of 21.3 million PLN and a sharp 81% decline in cash reserves. This revenue growth was primarily driven by "work-for-hire" development fees from major international partners, including Microsoft for Project Maverick (revealed as Gears of War: E-Day), Krafton for Project Echo/Zulu, and Sony Interactive Entertainment for Project Delta. These partnerships have become the Group's primary financial stabilizer as it pivots away from more capital-intensive self-publishing and VR ventures. The reporting period was defined by the suspension of several high-profile projects and a subsequent reduction in workforce. Most notably, work on Project Gemini was halted on June 1, 2025, following a breakdown in communication and contract negotiations with publisher Square Enix, leading to the layoff of over 60 employees. Additionally, the self-published Project Bifrost was suspended due to cash flow constraints, resulting in significant non-cash write-offs totaling approximately 173 million PLN when combined with the impairment of the subsidiary Incuvo S.A. The Group also began a gradual withdrawal from the VR publishing market following the underperformance of Bulletstorm VR. To address liquidity challenges and a tightening immediate liquidity ratio, the Group successfully raised capital through the issuance of 6.67 million Series H shares in August 2025. Despite the contraction in its self-publishing pipeline, the Group launched Project Victoria (retitled Lost Rift) in Early Access on Steam in September 2025, though its long-term success remains uncertain. Moving forward, the Group faces ongoing risks related to its dependence on third-party publishers, currency fluctuations affecting its PLN-based cost structure, and the need to maintain high-skilled development talent in a competitive global market.

investment mergers-acquisitions europe+1

PCF GroupSept 2025

Legal

Komunikat Krajowego Depozytu Papierów Wartościowych w Sprawie Rejestracji Akcji Serii H Spółki

**Summary of the “Komunikat Krajowego Depozytu Papierów Wartościowych w Sprawie Rejestracji Akcji Serii H Spółki” (Current Report No 39/2025 – 24 September 2025)** --- ## 1. Core announcement | Item | Detail | |------|--------| | **Issuer** | PCF Group S.A. (registered office in Warsaw) | | **Depository** | Krajowy Depozyt Papierów Wartościowych S.A. (KDPW) | | **Date of KDPW communication** | 24 September 2025 (statement No ONP/2025/066) | | **Effective date of registration** | **25 September 2025** | | **Securities to be registered** | **6 670 000** (six‑million‑six‑hundred‑seventy‑thousand) **ordinary bearer shares, series H** | | **Nominal value** | **PLN 0.02** per share | | **ISIN** | **PLPCFGR00010** | | **Purpose of the report** | Inform shareholders and qualified investors about the registration of the new H‑series shares; the report is **purely informational** and does **not** constitute an offer, solicitation or advertisement of the securities. | --- ## 2. Legal basis & regulatory framework * **Polish law** – Art. 56 § 1 pkt 2 of the Act of 29 July 2005 on public offers and the conditions for introducing financial instruments to an organized market. * **EU law** – Art. 17.1 of Regulation (EU) 596/2014 (Market Abuse Regulation) and the Prospectus Regulation (EU) 2017/1129 (as amended). * The securities are **not** registered under the U.S. Securities Act of 1933, nor approved by the U.S. SEC, nor by any other non‑Polish securities regulator. --- ## 3. Distribution restrictions (the “safe‑harbor” clause) | Territory / Audience | Restriction | |----------------------|-------------| | United States, Australia, Canada, Japan, South Africa and any other jurisdiction where distribution would be illegal | **No publication, announcement, distribution or transmission, in whole or in part** is permitted. | | United Kingdom | Distribution is allowed only where the Financial Services and Markets Act 2000 (as amended) does **not** apply (i.e., to “qualified investors” under the Prospectus Regulation). | | European Economic Area (EEA) | Distribution is limited to **qualified investors** (Art. 2(e) Prospectus Regulation) or to professional/high‑net‑worth investors as defined in UK law. | | United States (Rule 144A) | The securities may be offered only to **qualified institutional buyers** under Rule 144A, and only in “offshore” transactions that satisfy Regulation S or another registration exemption. | | General | Anyone who distributes the report must ensure compliance with the above rules and obtain appropriate legal advice if in doubt. | --- ## 4. Disclaimer & liability statements 1. **Information‑only** – The report does **not** constitute an offer, invitation, solicitation, or recommendation to buy or

investment ipo market-analysis+1

PCF GroupSept 2025

Legal

Raport Bieżący Nr 38/2025

The filing announces the admission and commencement of trading of PCF Group S.A.’s ordinary bearer shares of series H on the main market of the Warsaw Stock Exchange. The Board of the Exchange adopted resolution 1215/2025 on 23 September 2025, authorising the listing of 6 670 000 shares, each with a nominal value of 0.02 zł, effective from 25 September 2025. The shares have been assigned the ISIN PLPCFGR00010 and will be registered by the Central Securities Depository on the same day. The announcement is confined to the Polish market and to qualified investors within the European Economic Area, the United Kingdom and other jurisdictions where the offering is permitted under the EU Prospectus Regulation exemption. It explicitly excludes distribution in the United States, Canada, Australia, Japan, South Africa and any other jurisdictions where such disclosure would breach securities law. The shares are not registered under the U.S. Securities Act of 1933, nor have they received any approval or recommendation from the U.S. Securities and Exchange Commission or comparable authorities. The communication complies with Article 56(1)(2) of the Polish Public Offering Act and the EU Market Abuse Regulation (Regulation 596/2014). No prospectus is required, and the manager of the offering bears no liability for the content of the information. All investment decisions must rely on publicly available data, and the filing contains forward‑looking statements that are subject to risks and uncertainties without any guarantee of future performance.

investment ipo europe

PCF GroupSept 2025

Legal

Current Report No. 37/2025: Change in the Date of Submission of the H1 2025 Semi-Annual Report

The announcement serves to revise the scheduled release of the PCF Group S.A. consolidated half‑year financial statements for the first six months of 2025. Initially set for 24 September 2025 in the earlier filing dated 21 January 2025, the publication date has been moved to 30 September 2025. The change is grounded in § 8 4, paragraph 2 of the Minister of Finance’s regulation dated 6 June 2025, which governs the timing and equivalence of information disclosed by issuers of securities under non‑EU jurisdictions. The notice confirms that the consolidated report will cover the capital group’s performance, financial position, and cash‑flow results for the period ending 30 June 2025. No additional financial data or analytical commentary is provided; the focus is solely on the administrative adjustment of the reporting deadline. The scope is limited to PCF Group S.A. and its subsidiaries, reflecting a corporate‑level disclosure rather than a broader industry analysis. No methodological details, such as survey size or data sources, are relevant to this procedural update.

investment market-analysis mergers-acquisitions+1

PCF GroupSept 2025

Legal

Raport Bieżący Nr 36/2025

**Summary of “Raport Bieżący Nr 36/2025 – Warunkowa Rejestracja Akcji Serii H” (Current Report No 36/2025 – Conditional Registration of Series H Shares)** --- ### 1. What the report announces | Item | Detail | |------|--------| | **Company** | PCF Group S.A. (registered in Warsaw) | | **Regulatory body** | Krajowy Depozyt Papierów Wartościowych S.A. (KDPW – Central Securities Depository of Poland) | | **Action** | Conditional registration of **6 670 000** newly‑issued ordinary bearer shares of **Series H** (nominal value **PLN 0.02** each). | | **Security code** | **PLPCFGR00010** (to be assigned in the KDPW register). | | **Condition** | Registration will become effective only after the **Warsaw Stock Exchange (GPW)** decides to admit the shares to trading on the same regulated market where the company’s other shares are listed. | | **Timing** | Once GPW’s decision is received, KDPW will complete the registration **within three business days**, but not earlier than the date specified by GPW as the “day of admission to trading”. | | **Communication** | KDPW will issue an operational communication (KDPW operational message) confirming the registration under the above code. | --- ### 2. Legal basis & regulatory framework * **Polish law** – Art. 56 (1) pkt 2 of the Act of 29 July 2005 on public offers and conditions for introducing financial instruments to an organized market. * **EU regulation** – Art. 17.1 of **Regulation (EU) 596/2014** (Market Abuse Regulation) and the **Prospectus Regulation (EU) 2017/1129** (exemptions from a prospectus). * The report is prepared **solely for informational purposes** and **does not constitute an offer** of securities, nor a solicitation to buy or subscribe for the shares. --- ### 3. Geographical & investor restrictions | Restriction | Explanation | |------------|-------------| | **No distribution** in the United States, Australia, Canada, Japan, South Africa, and any other jurisdiction where such distribution would breach local securities law. | | **No registration** under the U.S. Securities Act of 1933 – the shares cannot be offered, sold, or otherwise dealt with in the U.S. unless an exemption (e.g., Regulation S or Rule 144A) applies. | | **Target audience** – only **qualified investors**: <br>• Investors qualifying under the EU Prospectus Regulation (qualified investors). <br>• In the UK, professional investors or high‑net‑worth entities as defined by the Financial Services and Markets Act 2000. <br>• Qualified institutional buyers under U.S. Rule 144A (if any offshore transaction is contemplated). | | **UK distribution** – allowed only where the UK

investment europe

PCF GroupSept 2025

Financial

Skonsolidowany Raport Półroczny za okres 01.01.2025-30.06.2025

PCF Group reported a significant increase in consolidated sales revenue for the first half of 2025, reaching 115.3 million PLN compared to 76.3 million PLN in the same period of 2024. This growth was primarily driven by the development fee segment, bolstered by high-profile "work-for-hire" collaborations with industry leaders including Microsoft (Project Maverick/Gears of War: E-Day), Sony (Project Delta), and Krafton. Despite the revenue surge, the Group recorded a consolidated net loss of 21.3 million PLN. While this represents an improvement over the 33.3 million PLN loss in H1 2024, the financial position remains pressured, characterized by a sharp decline in cash reserves from 58.1 million PLN to 11.2 million PLN and a reduction in total assets to 327.0 million PLN. The reporting period was defined by a major strategic pivot toward third-party development to mitigate liquidity challenges following a failed 350 million PLN funding round in late 2024. This shift necessitated the suspension of several internal projects, most notably Project Bifrost and Project Gemini. The suspension of Bifrost led to 12.2 million PLN in write-offs, including impairments to Unreal Engine licenses and goodwill related to the Chicago development team. Furthermore, the breakdown in negotiations with Square Enix regarding Project Gemini and the decision to exit the VR publishing market resulted in over 110 layoffs. Management maintains a going concern assumption supported by a five-year recovery plan and a post-balance sheet Series H share issuance in August 2025, which raised 20 million PLN. While the self-publishing segment continues to face headwinds—evidenced by an operating loss of 48.8 million PLN and initial sales for the early access launch of *Lost Rift* (Project Victoria) falling below projections—the Group remains focused on AAA and compact-AAA titles for PC and consoles. The ownership structure remains stable, with Chairman Sebastian Wojciechowski maintaining a 41.71% stake as the Group navigates its transition toward a more sustainable service-based revenue model.

investment mergers-acquisitions market-analysis+2

PCF GroupSept 2025

Presentation

Wyniki Finansowe 1H25

This financial summary details the performance of PCF Group (People Can Fly) for the first half of 2025, reflecting a period of organizational restructuring and portfolio transition. The group operates across two continents with a total workforce of 756 people as of June 30, 2025, a slight decrease from 2024 levels. This team is distributed primarily across studios in Warsaw, North America, and various European satellite locations, following the merger of PCF Chicago into PCF US. Financial results for 1H 2025 show a significant recovery in profitability compared to the previous year. Revenue for the first half of 2025 reached 115.3 million PLN, a substantial increase over the 76.3 million PLN reported in 1H 2024. EBITDA improved from a loss of 11.3 million PLN in 1H 2024 to a positive 2.9 million PLN in 1H 2025. Despite these operational improvements, the group recorded a net loss of 21.3 million PLN for the period, though this represents a narrowing of the 33.3 million PLN net loss seen in the prior year. Key drivers for these results include the increased contribution of Project Echo, the inclusion of Project Delta in financial reporting, and accounting write-offs related to goodwill and licenses following the Chicago studio merger. The group’s product strategy highlights a shift in its VR segment managed by Incuvo. While Green Hell VR continues to receive updates, including a successful co-op mode launch, the upcoming title Tracked: Shoot to Survive (Project Bison) is scheduled for a Q4 2025 release. This title will mark the final VR game published by PCF Group as it refines its long-term development focus. Quarterly revenue trends indicate a stabilization in the 50-60 million PLN range per quarter throughout late 2024 and early 2025, supported by a mix of work-for-hire projects and internal IP development.

investment market-analysis europe+1

PCF GroupSept 2025

Legal

Raport Bieżący Nr 35/ 2025

The notification serves to inform stakeholders of a revised disclosure concerning the ownership of a substantial share package in PCF Group S.A. issued under Article 70 (1) of the Public Offering Act of 29 July 2005. The correction, received on 29 August 2025, updates the filing previously submitted by Nationale‑Nederlanden Otwarty Fundusz Emerytalny, reflecting adjustments to both the percentage of capital held and the total number of voting rights attributable to the fund. The amendment follows the earlier current report numbered 33/2025 dated 28 August 2025, indicating that the board of PCF Group S.A., headquartered in Warsaw, continues to monitor and report changes in significant shareholdings in compliance with regulatory requirements. The corrected notice is attached as an annex to the present filing, providing the detailed figures of the revised stake. The scope of the disclosure is confined to the Polish market, specifically the corporate governance of PCF Group S.A., and pertains to the period up to the end of August 2025. No statistical analysis or broader industry comparison is presented; the focus remains on the legal and procedural aspects of the shareholding update. The board’s communication underscores its commitment to transparency and adherence to statutory obligations regarding the reporting of significant equity positions.

investment mergers-acquisitions europe+1

PCF GroupAug 2025

Legal

Zawiadomienie w Sprawie Stanu Posiadania Znacznego Pakietu Akcji: PCF Group S.A.

The filing serves to disclose a significant shareholding position held by Nationale‑Nederlanden Otwarty Fundusz Emerytalny in PCF Group S.A. and to report the impact of a statutory capital increase on that position. The notification, submitted by the authorized representative Aneta Stadnik, records that the pension fund owned 1 838 082 ordinary bearer shares, which before the change represented 5.11427 % of the company’s share capital and voting rights. On 22 August 2025 the Warsaw District Court entered an amendment to PCF Group’s articles of association, raising the authorized capital from PLN 718 805,42 to PLN 852 205,42 through the issuance of 6 670 000 new series H bearer shares with a nominal value of PLN 0,02 each. Because the pension fund did not acquire any of the newly issued shares, its absolute share count remained unchanged, while its relative ownership fell to 4.31371 % of both capital and voting power after the increase. The notification distinguishes between the pre‑change and post‑change holdings, confirming that the fund’s direct position stayed at 1 838 082 shares and that no privileged voting shares were held. The filing complies with Article 69 of the Polish Offer Act, indicating that the aggregate holding after the event does not trigger additional reporting obligations under Article 69b. The scope is limited to the Polish jurisdiction, covering a single corporate entity and a single institutional investor, with the relevant event dated August 2025. No survey or sampling methodology is involved, as the information derives from statutory court registration and the fund’s own records.

mergers-acquisitions investment

PCF GroupAug 2025

Legal

Current Report No. 33/2025

The board of PCF Group S.A., headquartered in Warsaw, issued a formal notice on 28 August 2025 indicating that Nationale‑Nederlanden Otwarty Fundusz Emerytalny submitted a filing under Article 69 of the Polish Public Offering Act, which triggers the reporting requirements of Article 70 (1). The filing concerns a change in the pension fund’s ownership stake and the corresponding voting rights within the company’s share capital, signifying the acquisition of a significant shareholding package. The notification serves to comply with statutory disclosure obligations for public companies in Poland, ensuring transparency of substantial equity movements that may affect corporate control or influence. By attaching the fund’s declaration to the current report, PCF Group S.A. provides regulators and market participants with timely information on the altered composition of its shareholder base. The scope of the disclosure is confined to the Polish market, covering a single listed entity and a single institutional investor, with the relevant time frame limited to the date of receipt, 28 August 2025. No quantitative figures regarding the size of the shareholding or voting power are disclosed in the excerpt, and the methodology relies exclusively on statutory filing procedures rather than survey or analytical data collection. Overall, the filing underscores the regulatory framework governing significant shareholdings in Polish public companies and demonstrates PCF Group S.A.’s adherence to mandatory reporting standards.

investment mergers-acquisitions europe

PCF GroupAug 2025