Business
Description

NYCE International Plc (AQSE:NYCE) is a London-listed firm
specialising in the global distribution of B2B products and services
within the betting and gaming industry and investments into
innovative gaming technologies.

NYCE has a leading product marketplace showcasing a suite of diverse products and services that covers all the key touch points for gaming operators and their customers. This includes betting platforms, game studios and aggregators, sports data, lotteries, risk management, affiliates, artificial intelligence, licensing, KYC, payments and more.NYCE manages a large global sales and executive network made up of industry veterans and trailblazers that are qualified to health check and compare products, services, and technologies to identify those that add value to operator brands globally.
Information about NYCE International Limited
A Hong Kong based company, represents a gaming marketplace of intelligent, success-driven technologies and services that deliver measurable revenue growth and operational efficiency to gaming companies. Via their globalnetwork, NYCE accelerates the sales and product distribution process for the companies they represent, facilitating conversations atonly the highest levels. NYCE exhibits at all the major gaming conferences worldwide to showcase its comprehensive product portfolio that further drive revenue potential and brand trust.
Information about Virya Virya
A UK based company, is a venture studio and investment firm that houses a multi-discipline advisory partner network with global access to deal flow within the betting and gaming industry. Virya provides executive and directorship services across all the key sub sectors of the industry being; product strategy, technology, AI, regulatory, licensing, compliance, affiliates marketing, payments and trading risk management.
Information about Vision RGS and Game Aggregation Platform
The purchase of an instance of Reelsoft AB’s Remote Gaming Server (RGS) and GameAggregation Platform represents a strategic opportunity for CXS to synergetically integrate the portfolio of game content partners of NYCE and Virya in order to better promote and distribute to operators worldwide.

Directors

Farzad Peyman

Chief executive officer
Farzad is a chartered accountant and senior executive with 17 years’ experience in online gambling across B2B and B2C. He is aleader of significant business change including restructuring, governance, regulatory, financial control, M&As and exits. Farzad hasled a series of mergers and acquisitions of sports betting, casino operators and sports trading groups and oversaw the embedding ofculture and implementation of cost synergies post transaction.

Harmen Brenninkmeijer

EXECUTIVE CHAIRMAN
Harmen has been at the forefront of the development of the gaming industry for 34 years being known for his internationalendeavors in especially emerging markets to establish sound gaming infrastructures. Has consistently been an early adopter of new technologies from internet, to mobile, and now blockchain. He has also been at the forefront of the strategic development ofemerging markets.

Stelios Michaelides

Chief financial officer
An analytical, influential and internationally-minded Chief Financial Officer with extensive experience in turning around companies through Transformational Business Development Programmes, Change Management and a keen eye for implementing cost-effective methods, increasing production, profits and performance.

Stuart Adam

Non-executive director
Stuart Adam has over 30 years of experience as a professionally qualified accountant across a wide range of financial accounting, reporting, control and management functions in both public and private sectors, and for a  broad range of clients from SMEs to PLCs,  including several AIM and LSE listed companies. He is currently senior partner in City & Westminster Corporate Finance LLP, an independent corporate finance and business advisory firm which is authorised and regulated by the FCA. He is also a Chartered Member of the Chartered Institute for Securities & Investment

John May

independent Non-executive director
John May has been a practicing Chartered Accountant for over 40 years providing services across a broad range of clients from SMEs to PLCs of international repute. He was a Senior Partner in the leading Chartered Accountancy firm, now Crowe UK, for 17 of those years, including 8 years on the Managing Board, where he was involved with developing marketing strategy in the capacity as National Marketing Partner, and the Chairman of the Thames Valley Offices for 9 years. More recently Mr. May has been in the board of companies which require his experience and corporate governance skills, particularly in relation to Audit Committee and statutory responsibilities. These companies are predominantly in the fintech, clean power, health-tech and ethical mining industries. Past directorships include Tomco Energy Plc, Petrolatina Energy Plc, Hayward Tyler Group Plc and London & Boston Investments. Current directorships include Pires Investments Plc, City & Westminster Corporate Finance LLP and Red Leopard Holdings Plc.

Phillip T.T Wong

Advisor
Philip T.T. Wong is an experienced CEO/GM/CFO executive with more than 25 years experience in the industry. He is actively involved in multiple industries, incl. Hong Kong & US listed companies and has been acquainted with Hong Kong Laws and Listing Rules. He is a fellow of the Chartered Institute of Management Accountants. He has extensive experience in both business and operational strategies, start-up businesses, mergers and acquisitions. Philip is a bilingual who speaks and writes English as well as Chinese, including Putonghua and Cantonese.

Jose Paternostro

Advisor
Jose Paternostro is the Chief Operating Officer of Planet Earth TV, an experienced professional, known for his expertise in company management, acquisitions, consulting, strategic planning, investment evaluation, and advising. He has engaged in high-end contacts in various industries and specialises in the Latin American and Caribbean Markets. As an experienced director, he initiates planning of organisational and commercial structures to penetrate and consolidate a leading position in the gaming industry market. An expert in representing, negotiating and establishing operational contracts in the different jurisdictions in the region.

Gideon Van Kessel

business development executive
Gideon Van Kessel is an independent contractor at Playgon Games, Inc. He is also the CEO and founder of GVK Consulting Group. With more than a decade of experience in operations, logistics, and international business strategy, Gideon works with high-level executives, founders and Board members to build strategic synergies that drive revenue growth, open new markets, and achieve long-standing business objectives. Gideon also provides purchasing, distribution and logistics consulting for construction company Van Kessel Havenbouw N.V., where he created an automated bidding process that eliminated redundancies, improved efficiency and streamlined production.
Advisers

AQSE Corporate Adviser
First Sentinel Corporate Finance Ltd
72 Charlotte Street, London,W1T 4QQ

Legal Adviser
Fladgate LLP16 Great Queen Street,
London WC2B 5DG

Auditor
MAH, Chartered Accountants, 2nd Floor,
154 Bishopsgate, London, EC2M 4LN.

Registrars
Neville Registrars LimitedNeville House, Steelpark Road, Halesowen, B62 8HD

Registered Office

16 Great Queen Street, London, WC2B 5DG
The Company was incorporated and registered in England andWales under the Companies Act 2006 on 7 June 2021 withcompany registration number 13440398 and LEI984500A15FX570FFD891. The Company changed its name fromChallengerX Plc to Nyce International Plc on [xx]/04/2025.

Major Shareholders

Shares in Issue

Nyce International Plc Ordinary shares
of 0.10 pence.

Number of shares in issue: 1,449,880,556

Number of shares in public hands: 43.66%

The Company’s shares are traded on the Access segment ofthe Aquis Stock Exchange Growth Market under the symbol:NYCE

There are no restrictions on the free transferability of fully paid Ordinary Shares provided that the transfers are in favour of not more than four transferees, the transfers are in respect of only one class of share and the provisions in the Articles, if any, relating to registration of transfers have been complied with.

There are 1,546,341 shares in the Treasury.

The Company currently has 366,975,850 warrants in issue representing 25.34%
of the enlarged share capital.

Significant Shareholders

Based on information provided to the Company as at 20 March 2025, as far as the Directors are aware, the following are Directors or shareholders interested in 5% or more of the issued share capital of the company.

Name

No. Ordinary Shares

% Issued Share Capital

Notes

Hub Affiliations Holdings

Global Chain Limited

425,000,000

29.34%

1

145,000,000

10.01%

-

Virya Solutions Group Limited

106,700,000

7.37%

2

Dominique Einhorn

61,875,000

4.27%

3

John May

3,150,000

0.22%

-

City & Westminster
Corporate Finance LLP

26,866,668

1.86%

4

Notes

- Harmen Brenninkmeijer holds 75%
of Global Chain Limited
.

- Farzad Peyman and Sanaz Houshanpour (spouse of Farzad Peyman) equally hold Virya Solutions Group Limited. Farzad also holds 537,666(0.04%) shares directly.

- Dominique Einhorn holds 77% of M6 Limited, and M6 Limited hold 37,500,000 (2.59%) of the Company. Dominique holds 6.27% in total.

- City & Westminster Corporate Finance LLP is controlled by Stuart Adam and John May.

Corporate Governance

An Audit Committee is established and comprises John May and Stuart Adam. The Committee meets with the auditors, considers the results and the audit process, and satisfies itself as to the auditor’s independence.

The Company has a Remuneration Committee, which is comprised of John May and Harmen Brenninkmeijer. The Aquis Rule Compliance Committee comprises Farzad Peyman and Stuart Adam and coordinates with the Corporate Advisor to monitor Aquis rule compliance.

The Directors recognise the importance of sound corporategovernance and, following Admission, have undertaken to takeaccount of the requirements of the QCA Code to the extent thatthey consider it appropriate regarding the Company’s size,board structure, stage of development, and resources.

Regulatory Announcements

CXS_PDMR notification

- 20 March 2025

CXS – AGM results

- 4 April 2024

Appointment of Nick Martin

- 16 February 2024

CX Final Results RNS 2023

- 21 December 2023

CXS Interim Accounts

- 29 March 2023

Results of AGM

- 30 December 2022

Market Updates

-  11 February 2022

Market Updates

-  9 February 2022

Circulars and Notices
Proxy AGM2025 – FINAL

- 10 February 2025

Proxy AGM 2024

- 12 March 2024

CX notice of 2024 AGM

- 12 March 2024

ChallengerX Form of Proxy

- 7 December 2022

ChallengerX Notice of AGM

- 7 December 2022

Yield, Captivate, Engage, Navigate.

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