tinyBuild

TinyBuild Inc. established its formal corporate governance framework through a comprehensive recapitalization and restructuring process finalized in February 2021. The primary objective of this governance architecture is to facilitate the company’s listing on the London Stock Exchange’s AIM market while ensuring long-term operational stability. By authorizing 800 million shares of common stock and executing a significant stock split, the company positioned itself for public equity participation while implementing rigorous internal controls to protect shareholder interests and maintain regulatory compliance.

The governance structure centralizes authority within the Board of Directors, granting them exclusive power to manage board vacancies and enforce strict transparency protocols. These protocols are explicitly designed to align with the United Kingdom’s Financial Conduct Authority transparency rules, requiring shareholders to disclose voting interests and beneficial ownership. To ensure adherence, the Board possesses the power to issue disclosure notices, with the authority to suspend voting rights, dividend payments, and transferability for any party that fails to comply within a 14-day window.

Protection of minority shareholders remains a core tenet of this framework, evidenced by the implementation of a mandatory offer rule. Any entity acquiring 30% or more of the company’s voting rights must extend a formal cash-based offer to all remaining shareholders, a provision that can only be bypassed through specific waiver procedures. Furthermore, the company mandates a 75% supermajority vote for any amendments to the bylaws or certificate of incorporation, ensuring that fundamental changes to the corporate structure require broad consensus. These measures collectively establish a robust, defensive posture intended to safeguard the company’s market position and ensure equitable treatment of all stakeholders within the international gaming industry.

The Certificate of Amendment for tinyBuild, Inc., filed with the Delaware Secretary of State on June 12, 2025, serves to formally update the company’s corporate governance structure and internal bylaws. The primary objective of this filing is to modernize the company’s administrative framework, specifically regarding board composition, director terms, and legal liability protections, ensuring alignment with current Delaware General Corporation Law.

Key structural changes include the implementation of annual terms for all directors, effectively transitioning the board to a unified election cycle following the 2025 annual meeting. The amendment grants the board of directors exclusive authority to fix the number of directors and fill any vacancies or newly created directorships, removing this power from the stockholders. Furthermore, the document clarifies the removal process for directors, requiring a majority vote of stockholders and establishing a formal notification period of twenty-eight days for removals involving cause.

The amendment also expands corporate protections by limiting the personal liability of directors and officers for monetary damages resulting from breaches of fiduciary duty, to the maximum extent permitted by law. Additionally, the company has established exclusive forum provisions, designating specific federal and Delaware state courts as the sole venues for resolving complaints arising under the Securities Act of 1933 and the Securities and Exchange Act of 1934. These changes collectively reflect a strategic shift toward centralized board control and enhanced legal insulation for corporate leadership within the Delaware jurisdiction.

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.

The presentation outlines tinyBuild’s FY 2025 financial performance and strategic trajectory, emphasizing a shift toward an own‑IP portfolio that delivers operating leverage and cash generation. Consolidated revenues rose to $35.5 million, with 86 % derived from own‑IP titles and a 19 % year‑over‑year increase in total revenue. Adjusted EBITDA swung to $5.6 million, a turnaround from the $6.1 million loss recorded in FY 2024, driven by a favourable revenue mix and disciplined cost control. Net game revenues returned to growth in FY 2025, while software development investment fell to $11.8 million from $19.3 million in FY 2024, reflecting a more focused pipeline of 40 projects under development and a higher proportion of high‑potential titles. Cash at year‑end increased to $4.6 million, supported by improved operating cash flow and proceeds from the disposal of Red Cerberus.

Geographically, the company targets global markets with a particular emphasis on China, where localisation contributed to roughly 40 % of sales. The pipeline includes seven titles in Steam’s top‑200 wishlist and a mix of genres—from physics‑based city builders to survival co‑op games—illustrating diversification. Methodologically, figures are audited for the 12 months to 31 December 2025 and exclude one‑off IPO costs, share‑based compensation, and Red Cerberus disposal. The presentation concludes that the current strategy of leveraging own‑IP, data‑driven capital allocation, and a robust development pipeline positions tinyBuild for sustained growth beyond FY 2025.

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020 Strategic report 3 Highlights of the year 4 Chairman’s statement 6 History and background 7 Strategy 9 Business model 10 tinyBuild portfolio 14 Chief Executive’s ...

ANNUAL YEARENDED 31DECEMBER2022 REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 Highlights of the year 5 Business model 11 Chief Executive’s review 16 Chief Financial Officer’s review 19 Environmental, Social and Governance (ESG) 21 Principal risks and uncertainties 22 Corporate Governance ...

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 Strategic Report 3 Highlights of the year 5 Chairman’s statement 6 History and background 7 Strategy 9 Business model 11 Chief Executive’s review 16 Chief ...

ANNUAL R THE YEAR ENDED FINANCIAL STATEMENTS FOR THE YEAR ENDED Business model 10 Chief Executive’s review 15 Chief Financial Officer’s review 17 Environmental, social and governance (ESG) 19 Principal risks and uncertainties 20 Corporate Governance 25 Board of Directors 25 Corporate governance report ...

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED Chairman’s statement 4 History and background 5 Strategy 7 Business model 9 Chief Executive’s review 14 Chief Financial Officer’s review 16 Environmental, social and governance (ESG) 18 Principal risks and uncertainties ...

The Second Amended and Restated Bylaws of tinyBuild, Inc., effective as of February 2021 and updated through June 2025, establish a comprehensive governance framework for the corporation’s operations, stockholder relations, and board conduct. The primary objective is to define the procedural requirements for corporate decision-making, including the election of directors and the management of stockholder meetings. A quorum for such meetings generally requires a majority of issued shares, though this may be reduced to one-third under specific board-approved conditions. Stockholders are prohibited from taking action by written consent and must adhere to strict notice periods—typically 75 to 105 days—to nominate directors or propose business.

The Board of Directors maintains significant authority over corporate strategy and internal administration, including the power to fill vacancies, determine director compensation, and establish committees. Governance protocols permit the board to act via remote communication or unanimous written consent, modernizing the corporation's operational flexibility. Furthermore, the bylaws mandate the indemnification of directors and officers for legal expenses and judgments, provided their actions were taken in good faith. This protection is balanced by exclusions for breaches of loyalty or intentional misconduct, ensuring a standard of fiduciary responsibility.

Financial and legal protections are further reinforced through specific provisions regarding stock transfers and litigation. The corporation reserves the right to refuse stock registrations that violate the Securities Act of 1933 and recognizes only registered owners for voting and dividend purposes. Legal disputes are strictly regulated, with the Delaware Court of Chancery designated as the exclusive forum for internal corporate litigation and federal courts identified for Securities Act claims. These provisions, alongside 2025 amendments regarding electronic notices and voting list requirements, ensure the corporation remains compliant with evolving legal standards while centralizing authority within the board.

The 2024 fiscal year represented a strategic pivot for tinyBuild, characterized by a transition toward organic growth and a "1,000-hour game" philosophy. Despite a 22% revenue decline to $34.7 million and an operating loss of $20.4 million, the Group significantly narrowed its net loss from the previous year’s $62.9 million. This financial stabilization was supported by an $11.4 million capital raise and a reduction in impairment charges from $48.1 million to $13.7 million. The Group maintains a debt-free position with a net cash balance of $3.1 million, bolstered by the disposal of non-core assets and a streamlined operational footprint.

The core of the current strategy is a shift toward "Own-IP," which now accounts for 77% of revenue, and a robust back catalogue that drives 87% of total sales. By focusing on high-potential franchises like Hello Neighbor and Deadside, the Group aims to mitigate risk through portfolio diversification, ensuring no single project exceeds 10% of the development budget. This data-centric approach is complemented by a multimedia expansion strategy and a vast influencer network that has generated over 5 billion YouTube views, providing a cost-effective alternative to traditional marketing.

Operational risks remain centered on high revenue concentration, with the top five titles accounting for 42% of sales, and ongoing geopolitical instability in Ukraine and Russia. The Group has addressed these challenges through staff relocations, "anti-crunch" labor policies, and a more cautious M&A stance that prioritizes "acquihires." Looking toward 2025, the Group is positioned as a going concern with a high-potential pipeline including Kingmakers and Streets of Rogue 2. Governance remains tightly held, with CEO Alex Nichiporchik maintaining a 57.9% stake following a $10 million personal investment, ensuring strong alignment between leadership and long-term shareholder value.