Cykel AI PLC, an AI research company

Cykel is an AI product and research company. We build systems designed to expand the functionality, reliability and application of AI automation in an ethical way. We’re building an automation layer for the internet.

Corporate Details
Overview

Cykel AI PLC, incorporated on 22 August 2023 and registered in England and Wales under the Companies Act 2006 with company number 15088392.

Registered Office:
16 Great Queen Street, London WC2B 5DG

The Company is subject to the UK Takeover Code.

The Company’s shares are traded on the Access segment of the Aquis Stock Exchange Growth Market (TIDM) under the symbol: CYK

ISIN: GB00BPTJZN05 ; SEDOL: BPTJZN0 ; Legal Entity Identifier: 9845003CB9FEA73A3E09

Broker
Clear Capital Markets Ltd

AQSE Corporate Adviser and joint Broker to the Company:
First Sentinel Corporate Finance Ltd

Legal advisers to the Company:
Fladgate LLP

Auditors to the Company and Reporting Accountants:
Kreston Reeves LLP

Registrars:
Neville Registrars Ltd

Number of Ordinary Shares in issue: 205,183,350

There are no restrictions on the transfer of Ordinary Shares.

Percent of securities in public hands: 28.43%

Outstanding Warrants: 59,385,170

22.45% dilution upon full exercise of 59,385,170 warrants

Significant Shareholders:
Toro Consulting Ltd* – 50,000,000 [24.37%]
Fidelio Partners Pte Ltd - 20,000,000 [9.75%]

*Toro Consulting Ltd is controlled by Jonathan Bixby, a director.

Information as of Admission.

Corporate Governance

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

The Company has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee comprises of Jonathan Hives, Robert Mayfield and Nicholas Lyth. The composition of this committee may change over time as the composition of the board changes.

The Audit Committee is responsible for determining the terms of engagement of the Company’s auditors and determining, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors.

The Remuneration Committee, which comprises Jonathan Hives, Robert Mayfield and Jonathan Bixby, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.

The Aquis Rules and Compliance committee comprises Jonathan Bixby, Nicholas Lyth and Robert Mayfield and is responsible for ensuring that the Company complies with the listing and ongoing rules of the Access segment of the Aquis Stock Exchange Growth Market.

The Board, which meets not less than 4 times a year, ensures that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.

The Company has adopted a share dealing code for dealings in securities of the Company by the Directors, which is appropriate for a company whose shares are traded on the Access segment of the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including UK MAR and Rule 4.1 of the AQSE Growth Market Access Rulebook. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.

The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees, and consultants comply with the UK Bribery Act 2010.

The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of any acquisition and adjusted accordingly.

Investor Enquiries

First Sentinel Corporate Finance Ltd

020 3989 2222

Management Team
Jonathan Bixby

Jonathan Bixby

Co-Founder

Jonathan Bixby is a serial entrepreneur, active angel investor, board member and speaker. He has raised over $500M USD in venture capital and has created over $3B USD in market capitalization in startup companies around the world. Jonathan has significant experience in the health care, gaming and fintech sectors, and in particular, was a founder and major investor in Argo Blockchain (ARB), Guild Esports (GILD) and Cellular Goods (CBX) – all listed on the London Stock Exchange. He is also the Executive Chairman of NFT Investments (NFT) admitted to trading AQUIS and he is on the board of Leaf Mobile (LEAF). Prior to this Jonathan was a founder, board member and investor in Koho Financial and Blue Mesa Health (Sold to Virgin Pulse). Previous to this, Jonathan was the CEO of Strangeloop Networks, a networking company which focused on providing hardware appliances in data centres to speed up web-based properties. Strangeloop was sold to Radware (RDWR) in 2013. Jonathan was a founder and Chair of the Board of Ironpoint Technology which provided technology-based content management services. Ironpoint was sold to Active Network (ACTV) in 2006. In addition to his investing and entrepreneurial efforts, Jonathan has been active with several non-profit organizations.

Ewan Collinge

Co-Founder

Ewan is an entrepreneur and technologist. He has launched ventures in payments, AI, SaaS, blockchain, consumer products and gaming. His track record includes two successful exits including taking Ora Technology PLC, an environmental investing platform, and Kondor AI PLC public in the UK.  He founded Crowdform, a technology venture studio with teams in the UK, Brazil, Canada and Singapore, which has created digital products for over 75 startups as well as major companies like Shell, Sony, and Red Bull. Ewan is also an investor in early-stage companies and advisor to startups in the UK and Canada.

Leo Mercier

Co-Founder

Leo Mercier is an entrepreneur, technologist and investor. As founder and technical lead at Crowdform, he has built digital products for startups and major brands globally. He has led product development and go-to-market strategy for over 20 ventures including Helix Payments, Ora Technology PLC, MetaKit, Stonks, Automata, Mintstars and Midori Carbon. Leo has built global engineering teams and led the development of a range of platforms including financial exchanges, marketplaces, gaming and AI systems. He serves as an advisor to startups in the UK including StreakAI PLC, an AI company listed on the LSE.
Nick Lyth

Nick Lyth

Finance Director

Nick Lyth is a UK-based experienced finance director and qualified accountant with extensive experience advising quoted companies including AIM listed companies Univision Engineering Ltd, Altona Energy PLC and Taihua PLC. For two years, Mr. Lyth was Group Finance and Purchasing Director of Belle Group, a manufacturer of engineering equipment operating across Europe, the US and Asia. He was also Head of Finance at Fothergill Group, a UK manufacturer of technical industrial fabrics, between 1996 and 2003. In his early career, Nick was a management accountant at Courtaulds plc and Rotunda plc.
Jonathan Hives

Jonathan Hives

Non-Executive Director

Jonathan’s passion for financial services dates back to his University days, where he studied B.A. (Hons) Finance and Investment Management. At the age of 23 he left the UK to begin his journey in International Financial Planning, and having lived and worked in three continents, he has first-hand experience when it comes to cross-border financial planning. Over the last 12 years he has built up invaluable experience by advising high net worth individuals and family estates, practising all areas of wealth and succession planning. Jonathan prides himself on the service he provides, which is highly personalised, proactive and bespoke to his clients’ objectives. He is an active member of the Chartered Insurance Institute, where he holds the Diploma in Financial Planning.

Robert Mayfield

Independent Non-Executive Director

Rob is an experienced international entrepreneur, CEO and VC investor in various industries, focussed on bringing disruptive technology to market. Rob is currently the managing director a technology investment fund in the Netherlands, investing in technologies associated with Leiden University and the LUMC academic hospital. He previously worked as the Director of technology transfer, and is also a Director of the Leiden Centre of Entrepreneurship. Rob has extensive corporate governance experience representing the interests of VC and private institutional investors, both through the University investment fund, Libertatis Ergo Holding B.V., with 40 portfolio companies, and previously as a manager of a multinational corporate VC fund Shell Technology Ventures Fund 1 B.V., operating in Europe, US and Asia.Rob is currently a member of the supervisory board of several companies in which the University holding is an investor, such as inter alia, UNIIQ B.V (a regional investment fund), In Ovo B.V. (agritech), in which he is also chair of the compensation committee, Vitroscan BV (oncology), and Bimini Biotech BV (oncology) as well as a number of digital health technology startups. Rob holds a BEng (Hons) in Electrical & Mechanical Engineering from the University of Edinburgh and an MBA from INSEAD.