Huuuge, Inc.

HUUUGE, INC.

Separate Financial Statements

as at and for the year ended December 31, 2024

prepared in accordance with International Financial Reporting Standards

as adopted by the European Union

Table of contents

Company’s separate statement of comprehensive income

Company’s separate statement of ﬁnancial position

Company’s separate statement of changes in equity

Company’s separate statement of cash ﬂows

1. General information

2. Accounting policies

1) Basis for preparation of the ﬁnancial statements

2) Key judgements and estimates

3) Material accounting policies

4) Adoption of new and revised Standards

5) Determination of fair values

3. Revenue and dividend income

4. Segment information

5. Operating expenses

6. Finance income

7. Income tax

8. Investments in subsidiaries

9. Long-term investments

10. Financial risk management

11. Accounting classiﬁcations of ﬁnancial instruments and fair values

12. Trade and other receivables

13. Cash and cash equivalents

14. Share capital

15. Share-based payment arrangements

16. Trade and other payables

17. Contingencies

18. Pledges and collaterals

19. Related party transactions

20. Transactions with management of the Company

21. Audit fees

22. Employment structure

23. Subsequent events

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Company’s separate statement of comprehensive income

Note

Year ended December 31, 2024

Year ended

December 31, 2023

Reclassiﬁed*

Revenue

934

1,577

Dividend income

100,822

159,729

Operating expenses

(4,084)

(6,490)

Revaluation losses on ﬁnancial instruments

(3,500)

Impairment losses on investments

(1,971)

Other operating income/(expense), net

(194)

(1,876)

Operating result

92,007

152,940

Finance income/(expense), net

3,931

2,869

Proﬁt/(loss) before tax

95,938

155,809

Income tax

(211)

(1,558)

Net result for the year

95,727

154,251

Other comprehensive income

Total comprehensive income for the year

95,727

154,251

* Change in presentation

During the year ended December 31, 2024, there was a change in presentation of the items in the separate statement of

comprehensive income. For the details, please refer to Note 2.1

Basis for preparation of the ﬁnancial statements.

The accompanying notes are an integral part of these separate ﬁnancial statements.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Company’s separate statement of ﬁnancial position

Note

As at December 31, 2024

As at December 31, 2023

Assets

Non-current assets

Investment in subsidiaries

28,995

29,847

Deferred tax asset

2,841

Long-term investments

500

Total non-current assets

32,336

29,935

Current assets

Dividend receivable

44,864

10,000

Corporate income tax receivable

1,285

752

Trade and other receivables

911

1,961

Cash and cash equivalents

71,441

80,532

Total current assets

118,501

93,245

Total assets

150,837

123,180

Equity

Share capital

Treasury shares

(15,720)

(16,652)

Supplementary capital

78,112

149,590

Employee beneﬁt reserve

29,234

25,749

Retained earnings/(Accumulated

losses)

56,225

(39,502)

Total equity

147,852

119,186

Current liabilities

Trade and other payables

1,285

2,294

Provisions

1,700

Total current liabilities

2,985

3,994

Total liabilities

2,985

3,994

Total equity and liabilities

150,837

123,180

The accompanying notes are an integral part of these separate ﬁnancial statements.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Company’s separate statement of changes in equity

Note

capital

Treasury shares

Supplementary

capital

Employee beneﬁt

reserve

Retained earnings/

(accumulated losses)

Equity

As of January 1, 2024

(16,652)

149,590

25,749

(39,502)

119,186

Net proﬁt/(loss) for the year

95,727

Total comprehensive income for the year

95,727

Exercise of stock options

14,15

0**

932

(646)

286

Employee share schemes - value of employee services

3,485

Repurchase of common shares under Share Buyback

Scheme ("SBB")

(0)**

(70,000)

Transaction costs related to SBB program*

(832)

Retirement of shares purchased during the Share Buyback

Scheme ("SBB")

70,832

(70,832)

As of December 31, 2024

(15,720)

78,112

29,234

56,225

147,852

* Transaction costs related to the Share Buyback (“SBB”) program include directly attributable costs incurred before December 31, 2024, incl. excise tax on certain repurchases of shares by

corporations, recognized as a deduction from equity. The change of trade and other payables presented in the statement of ﬁnancial position as at December 31, 2024 does not equal the change in

the statement of cash ﬂows for the year ended December 31, 2024. The difference of USD 377 thousand is due to the transaction costs related to SBB, presented in the cash ﬂows from ﬁnancing

activities in the statement of cash ﬂows, which were not paid as at December 31, 2024.

** (0) represents an amount less than USD 1 thousand.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Note

capital

Treasury shares

Supplementary

capital

Employee beneﬁt

reserve

Retained earnings/

(accumulated losses)

Equity

As at January 1, 2023

(20,942)

304,487

22,894

(193,753)

112,688

Net proﬁt/(loss) for the year

154,251

Total comprehensive income for the year

154,251

Exercise of stock options

14,15

0**

4,290

(3,820)

470

Employee share schemes - value of employee services

2,855

Share BuyBack (“SBB”) - repurchase of shares *

(1) ***

(150,000)

(150,001)

Transaction costs related to SBB program *

(1,077)

Retirement of shares purchased during the Share Buyback

Scheme ("SBB")

151,077

(151,077)

As at December 31, 2023

(16,652)

149,590

25,749

(39,502)

119,186

* Share Buyback program (“SBB”) line includes the cash outﬂows for the repurchase of 17,121,919 own shares at a price of USD 8.7607 per share on July 4, 2023. The change of trade and other

payables presented in the statement of ﬁnancial position as at December 31, 2023 does not equal the change in the statement of cash ﬂows for the year ended December 31, 2023. The difference of

USD 93 thousand is due to the transaction costs related to SBB, presented in the cash ﬂows from ﬁnancing activities in the statement of cash ﬂows, which were not paid as at December 31, 2023.

** (0) represents an amount less than USD 1 thousand.

*** (1) represents an amount less or equal USD 1 thousand.

The accompanying notes are an integral part of these separate ﬁnancial statements.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Company’s separate statement of cash ﬂows

Note

Year ended December

31, 2024

Year ended December

31, 2023

Cash ﬂows from operating activities

Proﬁt/(loss) before tax

95,938

155,809

Adjustments for:

Revaluation losses on ﬁnancial instruments

3,500

Impairment of assets and other adjustments

1,953

Share-based payments - ESOP recharge from subsidiaries

1,429

Non-cash employee beneﬁts expense - share-based payments

15,8

618

2,170

Finance (income)/expense, net

(2,380)

(2,805)

Depreciation and amortization

(Proﬁt)/loss on disposal of property, plant and equipment

Changes in net working capital:

Trade and other receivables

1,050

(737)

Trade and other payables

(1,386)

(1,891)

Dividend receivables

(37,662)

(10,000)

Provisions

1,700

Other non-ﬁnancial assets

Cash ﬂows from operating activities

63,060

144,418

Income tax paid

(681)

(2,326)

Net cash ﬂows from operating activities

62,379

142,092

Cash ﬂows from investing activities

Long-term investments outﬂows

(4,000)

Long-term investments inﬂows

318

Interest received

2,422

2,915

Net cash ﬂows from/(used in) investing activities

(1,260)

2,915

Cash ﬂows from ﬁnancing activities

Repurchase of own shares incl. transaction costs

(70,455)

(150,985)

Exercise of stock options

286

470

Lease repayment and interest paid

(60)

Net cash ﬂows from/(used in) ﬁnancing activities

(70,169)

(150,575)

Net increase/(decrease) in cash and cash equivalents

(9,050)

(5,568)

Effect of exchange rate ﬂuctuations and accrued interest

(41)

(110)

Cash and cash equivalents at the beginning of the year

80,532

86,210

Cash and cash equivalents at the end of the year

71,441

80,532

The accompanying notes are an integral part of these separate ﬁnancial statements.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Notes to the separate ﬁnancial

statements

1. General information

Huuuge Inc. (hereinafter the “Company”, the “Parent Company”) is a company registered in the United States of America. The

Company’s registered oﬃce is located in Dover, Delaware, 850 Burton Road, Suite 201, DE 19904, and the operating oﬃce is

located in Las Vegas, Nevada, 2300 W. Sahara Ave., Suite #680, Mailbox #32, NV 89102.

The Company was established with a notary deed on February 11, 2015.

These separate ﬁnancial statements (hereinafter “ﬁnancial statements”) of the Company cover the year ended December 31,

2024 and includes comparative data for the year ended December 31, 2023. These ﬁnancial statements were approved on April

15, 2025 by the Board of Directors.

The Company has an unlimited period of operation.

The core business activity of Huuuge Inc. is holding activity for the Huuuge Inc. Group (the “Group”), for which the Company is

the ultimate parent. The core business activities of the Group include:

●

development of mobile games in the free

to-play model,

●

distribution and user acquisition of own mobile games.

The Company’s business activities are not subject to signiﬁcant seasonal or cyclical trends. The Group’s business activities are

characterised by low environmental impact. For more information on climate matters, please refer to the Annual report for the

twelve-month period ended December 31, 2024. There were no signiﬁcant risks identiﬁed related to climate change.

Identiﬁcation of consolidated ﬁnancial statements

The Company is the ultimate parent of the Huuuge Inc Group. The Company has prepared consolidated ﬁnancial statements for

the year ended December 31, 2024, which were approved on April 15, 2025 by the Board of Directors.

Composition of the Company’s Board of Directors as at December 31, 2024 and as at the date of signing of these separate

ﬁnancial statements

Directors have annual terms of duty and serve until the successors are duly elected. Preferred shareholders have the right to

appoint certain directors. Effective on June 18, 2024, Mr. Krzysztof Kaczmarczyk and Mr. Tom Jacobsson were re-elected as

independent non-executive directors. In connection with the election of members of the Board of Directors by the Annual

General Meeting, Mr. John Salter was elected to serve as the Series A Director for the next term, and Mr. Henric Suuronen and

Mr. Anton Gauﬃn to serve as the Series B Directors for the next term.

As at December 31, 2023, as well as at December 31, 2024 and as at the date of signing of these separate ﬁnancial statements,

the composition of the Company’s Board of Directors was the following:

●

Anton Gauﬃn, executive director, Executive Chairman of the Board,

●

Henric Suuronen, non-executive director,

●

Krzysztof Kaczmarczyk, non-executive director,

●

John Salter, non-executive director,

●

Tom Jacobsson, non-executive director.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Investments in subsidiaries

The Company has an interest in share capital of the following subsidiaries:

Name of entity

Registered seat

Activities

Company's share in capital

As at

December 31, 2024

As at

December 31, 2023

Huuuge Games Sp. z o.o.

Szczecin, Poland

games development and

operations

100%

Huuuge Global Ltd

Limassol, Cyprus

games distribution, user

acquisition

100%

Huuuge Publishing Ltd

(formerly Fun Monkey Ltd)

Limassol, Cyprus

games distribution

100%

Huuuge Block Ltd (formerly

Coffee Break Games Ltd) **

Limassol, Cyprus

under the strike-off

process

100%

Billionaire Games Limited

Limassol, Cyprus

games distribution

100%

Huuuge Digital Ltd

Tel Aviv, Israel

games development, R&D

100%

Playable Platform B.V. ****

Amsterdam, Netherlands

games development, R&D

100%

Double Star Oy ***

Helsinki, Finland

games development

100%

Huuuge UK Ltd

London, United Kingdom

product management

100%

Huuuge Mobile Games Ltd *

Dublin, Ireland

dissolved

100%

Coffee Break Games

United Ltd *

Dublin, Ireland

dissolved

100%

MDOK GmbH (formerly

Huuuge Pop GmbH) *

Berlin, Germany

dissolved

100%

Huuuge Labs GmbH *

Berlin, Germany

dissolved

100%

* During the year ended December 31, 2024 the following companies were dissolved and are no longer in existence:

●

Coffee Break Games United Ltd - effective from January 24, 2024.

●

Huuuge Mobile Games Ltd - effective from May 27, 2024.

●

Huuuge Labs GmbH - effective from September 11, 2024.

●

MDOK GmbH - effective from September 16, 2024

** Huuuge Block Ltd. has ceased its operations and the Board of Huuuge Block Ltd., ﬁled an application to strike off Huuuge

Block Ltd on December 4, 2024. Huuuge Block Ltd. will not undertake any operational activity, it will cease to exist once the

application is approved by the authorities.

*** On March 24, 2025, Double Star Oy entered into voluntary liquidation proceedings. The process of liquidation of the

subsidiary is ongoing as of the date of approval of these ﬁnancial statements for issue.

**** On March 31, 2025, Playable Platform B.V. entered into voluntary liquidation proceedings. The process of liquidation of the

subsidiary is ongoing as of the date of approval of these ﬁnancial statements for issue.

2. Accounting policies

Basis for preparation of the ﬁnancial statements

These ﬁnancial statements of the Company have been prepared in accordance with the International Financial Reporting

Standards as adopted by the European Union (“IFRS”) and constitute the Company’s separate ﬁnancial statement prepared in

order to meet the legal requirements imposed on issuers of the securities admitted to trading on regulated markets. The

Company has prepared the ﬁnancial statements on the basis that it will continue to operate as a going concern.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

The Company is the parent entity of the Huuuge Inc. Group. The annual consolidated ﬁnancial statements of the Group have

been prepared in accordance with the requirements of IFRS. In order to fully understand the ﬁnancial situation and the results of

operations of the Company as the parent company in the Group, these ﬁnancial statements should be read together with the

annual consolidated ﬁnancial statements for the period ended on December 31, 2024. The consolidated ﬁnancial statements of

the Group are prepared and published at the same time as these separate ﬁnancial statements of the Company.

These ﬁnancial statements are prepared on the historical cost basis, except for ﬁnancial instruments measured at fair value

The functional currency of the Company and the presentation currency of these ﬁnancial statements is the US dollar (“USD”).

Change in presentation in the separate statement of comprehensive income

During the year ended December 31, 2024 Company changed presentation of the items in the separate statement of

comprehensive income. The Company simpliﬁed the presentation of the separate statement of comprehensive income by

eliminating Cost of Sales line item, as the Company does not incur such costs, as well as by eliminating gross proﬁt/(loss)

subtotal. Additionally, the Company aggregated Sales and Marketing expenses, Research and development expenses and

General and administrative expenses into one line – Operating expenses, with disaggregation provided in Note 5 to the separate

ﬁnancial statements. The Company also aggregated Finance income and ﬁnance expenses into one line, i.e. Finance

income/(expenses) net.

Since the Company’s revenue is generated by services provided to the other entities in the Group, with dividend income being

part of the Company’s operating activities, such reclassiﬁcation aligns with the Company's core stewardship activities, and

provides a more accurate representation of the Company’s operational performance.

Key judgements and estimates

The preparation of ﬁnancial statements in accordance with IFRS requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and

expenses. Actual results may differ from those estimated. Estimates and underlying assumptions are reviewed on an ongoing

basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future

periods affected.

In preparing these ﬁnancial statements, the signiﬁcant judgements and estimates made by management in applying the

Company’s accounting policies have been consistently applied by the Company and are consistent across the reported periods.

Model of revenue recognition

Agent vs principal considerations – transactions between the Company and Huuuge Global Limited

The Company purchases certain advertisement services from third parties (mostly Platform providers such as Facebook),

which are subsequently recharged to Huuuge Global Ltd. The Company’s management has determined that in its relation to the

platforms the Company acts as an agent on behalf of Huuuge Global Ltd.

In accordance with IFRS 15.B34, when another entity is involved in providing goods or services to a customer, the entity

evaluates the nature of its promise to the customer, whether the nature of the entity`s performance obligation is to provide the

speciﬁed goods or services to the customer itself (in this case the entity is a principal) or to arrange for them to be provided by

another entity (in this case the entity is an agent). In accordance with IFRS 15.B35, the entity acts as the principal, if it obtains

control of the speciﬁed good or service before it is transferred to the customer, otherwise the entity acts as an agent arranging

for the provision of the speciﬁed goods or service for another entity`s customer. An agent recognizes revenue on a net basis

corresponding to any fee or commission to which it expects to be entitled in return for the arrangement of provision of goods or

services by another entity.

The Company’s management assessed that, taking into account the IFRS 15 guidance, the nature of the Company’s

performance obligation is to ensure the provision of advertisement services by Platform providers such as Facebook for

Huuuge Global Ltd, and that the Company itself does not obtain control over the goods or services provided prior to its transfer

to the customer. The Company’s management therefore assessed that the Company acts as an agent to Huuuge Global Limited.

The conclusion that the Company acts as an agent is supported mainly by the following factors: Platform providers (such as

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

Facebook) have the ultimate responsibility for providing the services to Huuuge Global Ltd; the Company does not set the prices

for the advertisement services, nor it has a discretion to select the Platforms, Platform providers have right to change these

prices at any time at their discretion.

The Company being an agent presents revenues from those transactions in net amounts – revenue from Huuuge Global Ltd for

the provision of these services was fully netted with related costs in the statement of comprehensive income for the years

ended December 31, 2024 and December 31, 2023.

For details on the accounting policies related to the revenue recognition please refer to Note 2.3

Material accounting policies

point (b)

Revenue

Money market mutual funds

As part of its liquidity management, the Company engages in short-term deposits with various banks or overnight deposits in

money market mutual funds. The Company invests in money market funds that are open-ended mutual funds that invest in

liquid, high-quality debt. This debt is either issued or guaranteed by the U.S. government, its agencies, or instrumentalities, along

with repurchase agreements secured by such obligations or cash (Aaa-mf Moody’s rating of funds only). The main goals are the

preservation of principal, high liquidity and a modest incremental return over short-term interest rates or a benchmark rate.

Key judgment in applying accounting policies refers to the classiﬁcation of investments in money market mutual funds as “Cash

and cash equivalents” and not as “Other ﬁnancial assets”. The units of the funds held by the Company are short-term, highly

liquid, readily convertible to known amounts of cash and are subject to an insigniﬁcant risk of future changes in value, thus they

meet the critical criteria indicated in IAS 7

Statement of Cash Flows

and have been considered in substance as cash equivalents.

Investments in money market funds have a determinable market value and they are puttable, with a short notice period. The

Company can dispose of the investments in funds at its discretion any time (same-day access), funds are not closed for a

selected group of participants. They are convertible into cash and the cash amount to be received on redemption is known at

the time of the investment because at the time of the initial investment, the risk of changes in value is insigniﬁcant. The volatility

of changes in fair value, in particular the credit and liquidity risk, is limited taking into account the level of diversiﬁcation of the

portfolio and its weighted average life of the underlying assets of the funds. The exposure to benchmark interest rate risk is also

assessed to be low because of a short period of time until the next repricing of the assets held by the fund to current benchmark

interest rates. These facts support the view that the investment is liquid.

In addition, the Company considered the assets held by the fund to establish whether substantially all of its investments qualify

individually as cash and cash equivalents. The consideration referred to all potential investments allowed by the investment

rules set for the fund, and not only the assets that the fund holds as of the evaluation date. It was assessed that in general the

investments’ maturity is less than three months and thus, investments qualify individually as cash and cash equivalents.

Due to the above, in the management’s opinion, the Company’s investments in money market funds have the attributes to be

considered a cash equivalent. This analysis is performed at each reporting period. For details on the funds and their credit

ratings please refer to Note 10

Financial risk management

, point (b)

Credit risk

. For carrying amounts as at December 31, 2024

and December 31, 2023 please refer to Note 13

Cash and cash equivalents

Estimation uncertainty

The assumptions made about the future and the major sources of estimation uncertainty refer to the following areas:

Deferred tax assets and liabilities, in particular the realizability of deferred tax assets

In order to determine deferred tax assets and deferred tax liabilities the management needs to make estimates and judgments,

especially in the valuation of deferred tax assets and liabilities. A signiﬁcant management estimate is required to determine the

amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable proﬁts,

together with future tax planning strategies. The process includes evaluation of the tax results of the Company, under

consideration of local tax laws and regulations, assessment of the actual tax exposure and of temporary differences as well as

assessment of the likelihood that deferred tax assets can be utilized in future periods through generation of taxable proﬁts.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

This version is a pdf of executed xHTML Separate ﬁnancial statements as at and for the year ended December 31, 2024. In case of any discrepancies xHTML version shall prevail

The recognition of a deferred tax asset is based on the assumption that it will be recoverable against future taxable income. The

deterioration of tax results in the future could cause that this assumption could not be justiﬁed. When accounting for

transactions the Company takes into account uncertainties as to whether its treatment will be accepted by the tax authorities.

Estimates used for the recognition of deferred tax assets are updated annually with factors such as expected tax rates and

expected future tax results of the Company.

Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of

investments in subsidiaries as the Company is able to control the timing of the reversal of the temporary differences and in the

management’s assessment it is probable that the differences will not reverse in the foreseeable future.

For more details on deferred tax assets and liabilities please refer to Note 2.3

Material accounting policies

, point (c)

Income tax

and to Note 7

Income tax

Provisions and contingent liabilities

Determination of provisions and contingent liabilities is based on management’s assessment of the probability of the outﬂow of

resources embodying economic beneﬁts, according to guidelines included in IAS 37

Provisions, Contingent Liabilities and

Contingent Assets

Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the

reporting period and are discounted to present value where the effect is material.

The Company has become involved in several pending litigations. In each instance, the Management considered the potential

outcome of the matter and assessed its impact on these ﬁnancial statements, including deliberation on whether provisions

should be recognized and, if so, the appropriate quantiﬁcation thereof. For more details on the Company's litigations please

refer to Note 17

Contingencies.

Material accounting policies

The accounting policies applied by the Company in these ﬁnancial statements have been consistently applied by the Company

and are consistent across the reported periods, unless indicated otherwise.

Foreign currency transactions – transactions and balances

Transactions in foreign currencies are translated to USD (which is the functional currency of the entity and the presentation

currency of these ﬁnancial statements) at exchange rates effective on the days of the transactions. Monetary assets and

liabilities denominated in foreign currencies are translated into USD at the applicable closing exchange rates as of the balance

sheet date. The foreign exchange rate differences arising on translation of transactions denominated in foreign currencies are

recognized in the proﬁt or loss in the statement of comprehensive income.

Non-monetary assets and liabilities that are measured at historical cost in foreign currency are translated using the exchange

rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair

value are translated at the exchange rates at the date the fair value was determined. Translation differences on assets and

liabilities carried at fair value are reported as part of the fair value gain or loss.

Revenue

The Company’s revenue is generated by services provided to the other entities in the Group and dividend income. The

Company’s revenue generated by services comprises revenues from advertisement services, game design development

services, and stewardship activities. The Company recognizes dividend income from its subsidiaries based on the amount of

dividends declared.

Advertisement services

The Company purchases certain advertisement services from third parties (mostly Platform providers such as Facebook), which

are subsequently recharged to Huuuge Global Ltd. The Company’s management has determined that in its relation to the

platforms the Company acts as an agent on behalf of Huuuge Global Ltd. Further information on the judgment in this respect is

presented in Note 2.2

Key judgements and estimates – Model of revenue recognition.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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The Company’s management identiﬁed one performance obligation which is advertisement services in gaming applications.

Revenue is recognized over time, in the period in which services are provided.

Stewardship activities, and game design development services

Under each of these revenue streams, The Company’s management identiﬁed one performance obligation. Revenue is

recognized over time, in the period in which services are provided. For stewardship activities and game design development

services, the Company has a right to consideration in an amount that corresponds directly with the value to the customer of the

entity’s performance completed to date.

Management assesses that the Company does not have any contracts where the period between the transfer of the promised

goods or services and payment exceeds one year. As a consequence, the Company does not adjust any of the transaction

prices for the time value of money. A receivable is recognized when the consideration is unconditional because only the

passage of time is required before the payment is due.

In relation to these services, the Company’s management has determined that the Company acts as the principal as it controls

the speciﬁed goods or services before it is transferred to the customer. In such circumstances, the Company recognizes

revenue in the amount of gross remuneration to which it expects to be entitled in exchange for the goods or services

transferred.

Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in proﬁt or loss except to

the extent that it relates to a business combination, or items are recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or

substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their

carrying amounts in the ﬁnancial statements. Deferred tax is not recognized for temporary differences arising on the initial

recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor

taxable proﬁt or loss. Deferred tax liabilities and assets are not recognized for temporary differences between the carrying

amount and tax bases of investments in subsidiaries where the company is able to control the timing of the reversal of the

temporary differences and it is probable that the differences will not reverse in the foreseeable future. In addition, deferred tax is

not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the

tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been

enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and

they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they

intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Huuuge, Inc. is subject to U.S. tax regulations on the global intangible low-taxed income (GILTI) that are applicable to U.S.

taxpayers since 2017. The GILTI is a category of income that is earned abroad by U.S.-controlled foreign corporations from

easily movable intangible assets, such as IP rights, and this income is subject to special tax treatment under the U.S. tax code.

The Company applies the accounting policy to treat U.S. taxes due in relation to GILTI as a current-period expense when

incurred. Therefore, the Company does not record the deferred taxes for basis differences expected to reverse as GILTI in future

periods.

In addition, starting from 2022, in the United States, Tax Cuts and Jobs Act requires capitalization and amortization of research

& development expenses for U.S. federal income tax purposes. As the Company does not capitalize any research or

development expenditures for the accounting purpose, this might give a rise to the deductible temporary differences related to

the R&D expenses. As Huuuge Inc. does not carry out any R&D operations in the US, the deductible temporary differences do not

arise in this area, and the deferred tax asset is not recognized.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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However, the tax capitalization rules apply also to R&D expenses incurred in the foreign operations when the income is being

computed or reported on a U.S. tax basis. The deferral of R&D expenses for tax purposes affects the computation of GILTI that

is accounted for in accordance with the accounting policy indicated above.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is

probable that future taxable proﬁts will be available against which they can be utilized.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent it is no longer probable that the related tax

beneﬁt will be realized.

Shares in subsidiaries, associates and joint ventures

Shares in subsidiaries, associates and joint ventures not classiﬁed as held for sale in accordance with IFRS 5, are measured at

historical cost in accordance with IAS 27 reduced by impairment losses, if any arise in accordance with IAS 36. The impairment

test is carried out if there are any indications of impairment. The amount of the impairment loss is assessed by comparing the

carrying amount to the higher of fair value less costs to sell and value in use. Usually, transaction costs related to acquisition of

shares in subsidiaries increase the costs (the carrying amount) of the investment.

Subsidiaries are entities controlled by the Company.

The Company controls an entity when it:

●

has power to direct the relevant activities of the investees that signiﬁcantly affect their returns,

●

has exposure, or rights, to variable returns from its involvement with the investees,

●

has the ability to use its power over the investees to affect the amount of the investor’s returns.

The Company veriﬁes if it has control over entities, if an event results in a change to one or more of the control conditions listed

above.

The Company does not have any associates or/and joint ventures.

Financial instruments

The Company recognizes the non-derivative ﬁnancial instruments such as, trade and other receivables, cash and cash

equivalents (including investments in mutual funds), trade and other payables and investments in SAFE agreements as well as

the derivative ﬁnancial instruments such as call options.

Financial assets are initially recognized at fair value plus transaction costs directly attributable to the acquisition of the ﬁnancial

asset, except for ﬁnancial assets measured at fair value through proﬁt or loss (“FVPL”), where transaction costs are expensed

immediately in proﬁt or loss.

The Company classiﬁes its ﬁnancial assets based on the business model for managing them and the contractual terms of the

cash ﬂows. Debt instruments held for the collection of contractual cash ﬂows that meet the “solely payments of principal and

interest” (SPPI) test are measured at amortized cost. Interest income on these assets is recognized using the effective interest

rate method and presented in ﬁnance income. Gains and losses arising from derecognition are recorded in proﬁt or loss.

Financial assets not meeting the criteria for amortized cost are classiﬁed and measured at FVPL, such as call options and

investments in SAFE agreements.

Management assesses the Company’s expected credit losses (“ECLs”) associated with debt instruments measured at

amortized cost, regardless of whether or not there has been any indication of impairment. Please refer to Note 2.3

Material

accounting policies

, point (f)

Impairment, (i) Financial assets

below.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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Impairment

(i)

Financial assets

Management assesses the Company’s ECLs associated with debt instruments measured at amortized cost, regardless of

whether or not there has been any indication of impairment.

For trade receivables, the Company applies a simpliﬁed approach and measures a loss allowance for expected credit losses at

the amount equal to the expected credit losses over the instrument's lifetime. The Company uses its historical data on credit

losses, adjusted on an as-needed basis for the impact of forward-looking statements.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and highly liquid investments (including money market funds)

with maturities at initial recognition of three months or less.

The judgment relating to the classiﬁcation of the investments in money market funds as “cash and cash equivalents’ is

disclosed in Note 2.2

Key judgements and estimates – Money market mutual funds

Cash on bank accounts and investments in money market mutual funds meets the SPPI test and the business model test "held

to collect", therefore they are measured at amortized cost including an impairment loss determined in accordance with the

expected loss model described in Note 2.3

Material accounting policies

, point (f)

Impairment, (i) Financial assets

Trade and other receivables

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain signiﬁcant

ﬁnancing components when they are recognised at fair value. Subsequently, they are carried at amortized cost using the

effective interest method, less loss allowance. The loss allowance is determined according to the accounting policy presented

in Note 2.3

Material accounting policies

, point (f)

Impairment, (i) Financial assets

Other receivables include tax receivables other than from corporate income taxes and advance payments for subscriptions.

Other receivables that are not ﬁnancial assets as at the end of the reporting period are measured at the amount due.

Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of the ﬁnancial year which are

unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the

reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the

effective interest method.

The other payables comprise employees-related liabilities, tax other than income tax liabilities, and accrued expenses, which are

measured at the amount due.

Share capital and other components of the equity

Share capital is presented at the total nominal value of the registered shares of the Company.

As at December 31, 2024 and December 31, 2023 all ordinary shares and preferred shares (series A and B) are classiﬁed as

equity. Preferences attributable to series A and B of preferred shares are described in Note 14

Share capital

Incremental costs directly attributable to the issue of new shares are presented as the deduction of equity, i.e. supplementary

capital. Qualifying transaction costs incurred in anticipation of an issuance of equity instruments are also deducted from the

equity, i.e. supplementary capital. If the equity instruments are not subsequently issued, the transaction costs are recognized as

an expense.

Any excess of the fair value of consideration received over the nominal value of shares issued is recorded as share premium in

equity, i.e. supplementary capital.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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In the line “Treasury shares”, the Company presents the own shares repurchased, which are recognized at cost and are deducted

from equity. No gain or loss is recognized in proﬁt or loss on the purchase, sale, issue or cancellation of the Company shares.

Any difference between the carrying amount and the consideration, if reissued, is recognized in the supplementary capital.

Incremental costs directly attributable to the repurchase of own shares are presented as the deduction of equity, i.e. in the line

“Treasury shares”.

In accordance with Delaware General Corporation Law, the Company may declare and pay dividends upon the shares of its

capital stock either:

Out of its surplus, being the excess of its net assets over its capital (all or part of the consideration received by the

corporation in exchange for its capital stock, as determined by the Board of Directors); or

In case there shall be no such surplus, out of its net proﬁts for the ﬁscal year in which the dividend is declared and/or

the preceding ﬁscal year.

If the capital, as deﬁned above, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise,

to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes

having a preference upon the distribution of assets, the directors of such company shall not declare and pay out of such net

proﬁts any dividends upon any shares of any classes of its capital stock until the deﬁciency in the amount of capital represented

by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

Employee beneﬁts reserve results from the share-based payment arrangements and are described in detail in Note 2.3

Material

accounting policies

, (k)

Share-based payment arrangements

and Note 15

Share-based payment arrangements

. Employee beneﬁt

reserve is not transferred or reclassiﬁed within equity.

Share-based payment arrangements

The Company runs an award program where the employees and contractors are receiving free options which entitle them to

purchase the shares in the Company. Such a program is a share-based payment program which is classiﬁed as equity settled

due to the fact that the Company does not have an obligation to settle the obligation arising under the program by delivering

cash to the employees or contractors.

Equity-settled share-based payments to employees of the Company and its subsidiaries and others providing similar services

are measured at the fair value of the equity instruments at the grant date. The grant date fair value of the awards is determined

using a share option pricing model. Details regarding the determination of the fair value of equity-settled share-based

transactions are set out in Note 15

Share-based payment arrangements

Options with the same grant date but with different periods during which all the speciﬁed vesting conditions of a share-based

payment arrangement are to be satisﬁed are treated as separate awards with a different vesting period (staged vesting).

The fair value determined at the grant date of the equity-settled share-based payments is expensed (options granted to

employees of the Company) or allocated to investments in subsidiaries (options granted to employees of the Company’s

subsidiaries) over the vesting period. The amount recognized as an expense or allocated to investment in subsidiaries is

adjusted to reﬂect the number of awards for which the related service and non-market performance conditions are expected to

be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and

non-market performance conditions at the vesting date. At the end of each period the Company revises its estimate of the

number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in proﬁt

or loss, or investment in subsidiaries, such that the cumulative expense reﬂects the revised estimate, with a corresponding

adjustment to the equity-settled employee beneﬁt reserve.

IFRS 2

Share-based Payment

does not address whether an increase in equity recognized in connection with a share-based

payment transaction should be presented in a separate component within equity or within retained earnings. Such an increase is

presented in the line “Employee beneﬁt reserve” in these ﬁnancial statements, and is not transferred or reclassiﬁed within equity.

Share - based payment transactions with non-employees (Advisory agreement as described in the Note 15

Share-based payment

arrangements

to these ﬁnancial statements)

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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Share-based payment transactions with non-employees include the transactions in which non-employees provide services to the

Company in exchange for free options which entitle them to purchase the shares in the Company.

In accordance with IFRS 2, the Company measures the services received, and the corresponding increase in equity, directly, at

the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the fair value of the

services received cannot be estimated reliably, the Company measures their value, and the corresponding increase in equity,

indirectly, by reference to the fair value of the equity instruments granted (indirect method).

Since the service is received on more than one date, the fair value of the equity instruments granted should be measured on

each date when the services are received. The Company measures expenses to be recognised in the proﬁt on a quarterly basis

using the average share price, as the changes in the share price over that period are not signiﬁcant.

The Company recognizes the expense charge in the Company’s separate statement of comprehensive income over the vesting

period for which the related services are provided with the corresponding increase in equity in the line “Employee beneﬁt

reserve”.

Other employee beneﬁts

Short-term employee beneﬁt obligations are measured on an undiscounted basis and are expensed as the related service is

provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or proﬁt-sharing plans if the

Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee,

and the obligation can be estimated reliably.

Provisions

A provision is recognized when the Company, as a result of a past event, has a present obligation (legal or constructive) that can

be estimated reliably and it is probable that the Company will be required to settle that obligation (an outﬂow of economic

beneﬁts will be required). Provisions are measured at management’s best estimate of the expenditure required to settle the

obligation at the end of the reporting period and are discounted to present value where the effect is material. For more details

on the Company's litigations please refer to Note 17

Contingencies

Finance income and expense

Foreign currency gains and losses are reported on a net basis as either ﬁnance income or ﬁnance expenses depending on

whether foreign currency movements are in a net gain or net loss position unless material, where separate presentation is

required.

Finance income comprises mainly interest income on funds invested. Interest income is recognized as it accrues in proﬁt or

loss, using the effective interest method.

Finance expenses comprise interest expenses from banks and leases.

Adoption of new and revised Standards

The EU IFRS include all International Accounting Standards, International Financial Reporting Standards and Interpretations as

approved by the European Union. As at the date of approving these ﬁnancial statements for publication, considering the pending

process of introducing IFRSs in the EU and the operations conducted by the Company, the EU IFRS applicable to these ﬁnancial

statements might differ from IFRS adopted by the International Accounting Standards Board.

In preparing these ﬁnancial statements the Company’s management has analyzed new Standards which have already been

adopted by the European Union and which should be applied for periods beginning on or after January 1, 2024.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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New International Financial Reporting Standards and Interpretations published but not yet effective:

●

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture

(issued on 11 September 2014) – the endorsement process of these Amendments has been postponed by EU - the

effective date was deferred indeﬁnitely by International Accounting Standards Board;

●

Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August

2023) – effective for ﬁnancial years beginning on or after 1 January 2025;

●

IFRS 18: Presentation and disclosure in ﬁnancial statements (issued on 9 April 2024) – not yet endorsed by EU at the date

of approval of these ﬁnancial statements for issue – effective for ﬁnancial years beginning on or after 1 January 2027;

●

IFRS 19: Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) – not yet endorsed by EU at the

date of approval of these ﬁnancial statements for issue – effective for ﬁnancial years beginning on or after 1 January 2027;

●

Amendments to IFRS 9 and IFRS 7: Amendments to the Classiﬁcation and Measurement of Financial Instruments (issued

on May 30, 2024) – not yet endorsed by EU at the date of approval of these ﬁnancial statements for issue – effective for

ﬁnancial years beginning on or after 1 January 2026;

●

Annual Improvements Volume 11 (issued on 18 July 2024) – not yet endorsed by EU at the date of approval of these

ﬁnancial statements for issue– effective for ﬁnancial years beginning on or after 1 January 2026;

●

Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity (issued on 18 December 2024) –

not yet endorsed by EU at the date of approval of these ﬁnancial statements for issue – effective for ﬁnancial years

beginning on or after 1 January 2026.

These standards and amendments are not expected to have a material impact on the Company in the current or future reporting

periods and on foreseeable future transactions.

New International Financial Reporting Standards and Interpretations effective for the ﬁrst time for ﬁnancial year 2023:

During the year 2024, the following IFRS and amendments to IFRS or interpretations entered into force:

●

Amendments to IAS 1: Presentation of Financial Statements: Classiﬁcation of Liabilities as Current or Non-current –

Deferral of Effective Date and Non-current Liabilities with Covenants (issued on January 23, 2020 and subsequently

amended on July 15, 2020 and October 31, 2022): effective for ﬁnancial years beginning on or after January 1, 2024;

●

Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on September 22, 2022): effective for

ﬁnancial years beginning on or after January 1, 2024;

●

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance

Arrangements (Issued on May 25, 2023): not yet endorsed by the EU at the date of approval of these ﬁnancial statements

for issue – effective for ﬁnancial years beginning on or after January 1, 2024.

The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to

signiﬁcantly affect the current or future periods.

Determination of fair values

As at December 31, 2024 the Company recognized the fair value of investments in SAFE agreements and call options

recognized under investment agreements (for the details, please refer to Note 9 Long-term investments). As at December 31,

2023 no assets or liabilities were measured at fair value.

At each reporting date, the management analyzes movements in the values of assets and liabilities which are required to be

remeasured or re-assessed as per the Company’s accounting policies.

Trade and other receivables measured at amortized cost

For trade and other receivables and deposits, the Company’s management considers their carrying amounts to be the best

estimates of fair values, due to the short-term nature and high liquidity of these instruments. This fair value is determined for

disclosure purposes.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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Non-derivative ﬁnancial liabilities measured at amortized cost

For trade accounts payable, the Company’s management considers their carrying amounts to be the best estimation of their

respective fair values, determined for disclosure purposes, due to the short-term nature of these instruments. Fair value of

non-derivative ﬁnancial liabilities other than trade accounts payable, is calculated based on the present value of future principal

and interest cash ﬂows, discounted at the market rate of interest at the reporting date. For lease liabilities, an interest rate

implicit in the lease is used, if that rate can be readily determined; if that rate cannot be readily determined, the lessee's

incremental borrowing rate is used.

3. Revenue and dividend income

The Company’s revenue is generated by services rendered to the other entities in the Group. The Company’s revenue comprises

revenues from stewardship activities as well as facilitating the advertisement services on behalf of Huuuge Global Ltd.. The

Company as an agent presents revenues from advertising services in net amounts, for further details on the judgment please

refer to Note 2.2

Key judgements and estimates - Model of revenue recognition.

During the year ended December 31, 2024 the Company’s revenues amounted to USD 934 thousand (USD 933 thousand from

stewardship services and USD 1 thousand from game design services) and in the year ended December 31, 2023 - USD 1,577

thousand (USD 629 thousand from stewardship services and USD 948 thousand from game design services).

During the year ended December 31, 2024, the Company recognized dividend income in the amount of USD 100,822 thousand

as presented in the line “Dividend income” in the separate statement of comprehensive income (USD 159,729 thousand in the

year ended December 31, 2023).

The total dividend income for the year 2024 was recognized based on the following resolutions of:

●

Huuuge Games Sp. z o.o.: shareholders resolution dated June 28, 2024 (USD 43,973 thousand), shareholders resolution

dated December 19, 2024 (USD 11,985 thousand). The total amount of dividend decreased by the WHT tax was received in

the amount of USD 53,143 before December 31, 2024;

●

Huuuge Global Ltd: shareholders resolution dated December 20, 2024 (USD 20,000 thousand), shareholders resolution

dated December 20, 2024 (USD 24,864 thousand). The dividend of USD 20,000 thousand was received on March 11, 2025,

the remaining dividend of USD 24,864 thousand was received on March 21, 2025.

4. Segment information

The Company uses the exemption with respect to the disclosures of segment information in accordance with IFRS 8.4,

therefore, the analysis of the activities of the Company's operating segments has been presented in the consolidated ﬁnancial

statements as at and for the year ended December 31, 2024.

5. Operating expenses

For the years ended December 31, 2024 and December 31, 2023 operating expenses include:

Expenses by nature

Year ended December 31, 2024

Year ended December 31, 2023

Salaries and employee-related costs

1,392

3,056

Finance and legal services

1,851

2,767

Share-based payment expense

619

350

Other costs

222

317

Total operating expenses

4,084

6,490

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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6. Finance income

Year ended December 31, 2024

Year ended December 31, 2023

Interest earned from banks and Money Market

Funds

2,377

2,805

Foreign exchange gains, net

1,554

Total ﬁnance income

3,931

2,869

Finance income for the year ended December 31, 2024 amounted to USD 3,931 thousand, which comprises mainly interest from

banks on deposits and money market mutual fund investments, including interest accrued in the amount of USD 244 thousand.

Finance income for the year ended December 31, 2023 amounted to USD 2,869 thousand, which comprises mainly interest from

banks on deposits and money market mutual fund investments, including interest accrued in the amount of USD 286 thousand.

7. Income tax

As at December 31, 2024

As at December 31, 2023

Deferred tax assets

2,841

Deferred tax liabilities

Net deferred tax asset/(liability)

2,841

Year ended December 31, 2024

Year ended December 31, 2023

Current income tax

2,813

1,298

Adjustments in respect of current income tax of

previous year

151

236

Change in deferred income tax

(2,753)

Income tax for the year

211

1,558

The tax on the Company’s proﬁt before tax differs from the theoretical amount that would arise using the statutory tax rate

applied to its proﬁt as follows:

Effective tax rate reconciliation

Year ended December 31, 2024

Year ended December 31, 2023

Proﬁt/(loss) before income tax

95,938

155,809

Statutory tax rate in the United States

21%

Theoretical tax expense/(beneﬁt) according to

current tax rate in the United States

20,147

32,720

Previously taxed earnings - dividend from subsidiary

(21,384)

(33,543)

Impairment Expenses

1,149

Tax impact of non-deductible costs – ESOP

130

GILTI* income net of FDII** deduction, net of foreign

tax credit

415

2,085

Tax impact of non-deductible costs – other

(358)

(14)

Correction of the current tax relating to previous

years

236

State tax

Tax charge

211

1,558

Effective tax rate

* GILTI – Global Intangible Low-Taxed Income ** FDII – Foreign-Derived Intangible Income. This is a reconciling item since the

Company’s policy choice is to recognise any taxes for GILTI as a period cost, i.e. no deferred taxes for temporary differences

expected to reverse as GILTI. Please refer to the Note 2.3

Material accounting policies,

point (d)

Income tax

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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The effective tax rate was slightly lower in the year ended December 31, 2024 mainly due to the lower proﬁt before tax off-set by

the higher proportion of non-tax deductible costs in comparison to the prior period, as well as due to lower proportion of tax

losses without recognized tax beneﬁt.

Deferred tax reconciliation

Deferred tax assets

As at December 31, 2024

As at December 31, 2023

Foreign Tax Credit Carryforwards

2,832

Accrued expenses

Unrealized exchange rate differences

(1)

Deferred tax assets

2,841

Compensation with deferred tax liabilities

Deferred tax asset presented in the statement of

ﬁnancial position

2,841

Deferred tax assets are expected to be recovered within 12 months from the reporting date.

As of December 31, 2024, and December 31, 2023, the Company did not recognize a deferred tax liability.

As at December 31, 2024

As at December 31, 2023

Net deferred tax assets/(liabilities) at the beginning

of the year

112

Net deferred tax assets/(liabilities) at the end of the

year

2,841

Deferred tax in the net proﬁt for the year

(2,753)

As at December 31, 2024 and December 31, 2023 there were no unused tax losses for which no deferred tax would be

recognized in the statement of ﬁnancial position.

8. Investments in subsidiaries

As at December 31, 2024

As at December 31, 2023

Huuuge Global Ltd

3,593

Huuuge Games Sp. z o.o.

2,007

2,326

Playable Platform B.V.

1,826

Huuuge UK

345

Huuuge Digital Ltd

0**

Impairment

(1,971)

Options granted to employees of the Company’s

subsidiaries under stock option program *

23,195

21,757

Total

28,995

29,847

* For details, please refer to the Note 15

Share-based payment arrangements

** 0 represents the amount less than USD 1 thousand

As at December 31, 2024 the Company has identiﬁed indicators of an impairment on its investments in Playable Platform B.V.

As a result, the Group recognized an impairment loss of USD 1,971 thousand, reducing the carrying amount of the investment to

its recoverable amount. This impairment has been recorded under ‘Impairment losses on investments’ in the separate

statement of comprehensive income. For the other investments in subsidiaries, there were no indicators of impairment

identiﬁed.

As at December 31, 2023 there was no impairment of the investment in subsidiaries recognized due to the lack of the

impairment indicators.

When reviewing the indicators of impairment, the Company’s management has considered the following factors:

●

external sources, such as: observable indications that the assets’ value has declined signiﬁcantly more that would be

expected; signiﬁcant changes with an adverse effect in the technological, market, economic or legal environment;

market capitalization;

HUUUGE INC.

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(all amounts in tables presented in thousand USD, except where stated otherwise)

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●

internal sources, such as: evidence of obsolescence or physical damage of the assets; evidence that economic

performance of the assets is or will be worse than expected; plans to discontinue or restructure the operation, plans

to dispose of the assets before than previously expected.

9. Long-term investments

Investment in Bananaz Studios Ltd

As reported in the current report no. 13/2024, on March 17, 2024 (the “Signing Date”) the Company concluded: (i) a simple

agreement for future equity (the “SAFE”) with Bananaz Studios Ltd., with its seat in Tzur Yitzhak, State of Israel (“Bananaz”); and

(ii) a call option deed agreement (the “Call Option Deed”) with Bananaz and its shareholders, including the founders of Bananaz

(collectively, the “Transaction Documents”).

Bananaz currently operates “Slots Cash”, a product that the Company views as attractive and complementary to its core social

casino business.

Under the SAFE, the Company undertook to invest in Bananaz up to USD 6,000 thousand in exchange for the future right to

receive newly issued shares in Bananaz (the “Payment”). The Payment will be split into two tranches: (i) payment of the ﬁrst

tranche in the amount of USD 3,500 thousand was ordered on the Signing Date; and (ii) the second tranche in the amount of

USD 2,500 thousand shall be payable following the achievement by Bananaz of certain key performance indicators indicated in

the SAFE, or at the Company’s sole discretion, during the period commencing 9 months and ending 18 months after the Signing

Date (the “Second Tranche”). The Company will be investing in Bananaz at a pre-money valuation of USD 16,500 thousand.

Bananaz will primarily use the proceeds to grow its team, execute on the roadmap for Slots Cash, and invest in user acquisition.

The SAFE provides for the conversion of the Payment into shares in Bananaz’s share capital upon the occurrence of the certain

conversion events referred to in the SAFE, including the exercise of the Call Option (as deﬁned below).

In accordance with the provisions of the Call Option Deed, the Company is granted the right (not an obligation) to acquire the

entire issued share capital of Bananaz (existing or future) together with all rights attached thereto (the “Call Option Shares”, the

“Call Option”). The Company is entitled to exercise the Call Option at any time following the investment of the Second Tranche

and ending on the date falling 24 months following the date of the investment of the Second Tranche. The price of the Call

Option Shares shall be paid in two installments.

The ﬁrst installment shall be calculated based on the EBITDA of Bananaz adjusted by a determined multiplier and by certain

balance sheet and other items outlined in the Call Option Deed. However, in any case the price for the Call Option Shares will not

be lower than USD 20,000 thousand for all the shares in the share capital of Bananaz (including the shares which will be issued

to the Company according to the SAFE), before the above-mentioned agreed adjustments. The ﬁrst installment shall be payable

at the completion of the Call Option.

The size of the second installment will be determined based on a multiple of future EBITDA of Bananaz, or a multiple of future

EBITDA and future revenue of Bananaz in tandem and will be the difference between the value calculated using this

methodology, and the ﬁrst installment (the “Deferred Consideration”). The Deferred Consideration attributable to the founders

(not all of the sellers) is subject to a time base vesting mechanism and linked to their employment by Bananaz on a full-time

basis. The Deferred Consideration will be paid within 10 days following the lapse of 36 months after the payment of the ﬁrst

installment.

Furthermore, from the Signing Date, the Company is granted typical rights of a minority shareholder, including but not limited to:

the right to appoint one director to the Board of Directors of Bananaz, certain Board of Directors and shareholder’ reserved

matters; and information rights. The Transaction Documents are governed by English law.

As reported in the current report no. 4/2025 dated January 16, 2025, as at December 31, 2024 the carrying value of the asset

recognised in the line “Long-term investments” in the statement of ﬁnancial position was reduced by USD 3,500 thousand to

zero. Accordingly, the revaluation loss of USD 3,500 thousand was recognised in the statement of comprehensive income, in the

line “Revaluation losses on ﬁnancial instruments”. The Company has also decided that it will undertake actions to cease further

ﬁnancing of Bananaz Studios Ltd.

HUUUGE INC.

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Investment in Empire Games Ltd.

On August 14, 2024, The Company concluded a simple agreement for future equity (the “SAFE”) with Empire Games Ltd., with its

seat in London, England (“Empire Games”) for the total amount of up to USD 1,500 thousand to be paid in tranches. As of the

date of approval of these separate ﬁnancial statements for issue, the Company made the payment of the ﬁrst and second

tranches in the total amount of USD 1,000 thousand. The payment of the third tranche is at the sole discretion of the Company.

In addition, the Company concluded a call option deed agreement (the “Call Option Deed”) with Empire Games and its

shareholders. In accordance with the provisions of the Call Option Deed, the Company is granted the right (not an obligation) to

acquire the entire issued share capital of Empire Games (existing or future) together with all rights attached thereto. The

Company is entitled to exercise the Call Option at any time following the investment of the second tranche under SAFE, and

ending on the date falling 18 months following the date of the investment of the second tranche. The price of the call option

amounts to USD 650 thousand. The exercise of the call option would result in the additional signing bonus and earn-out bonus

conditional on achievement of pre-agreed performance metrics.

As at December 31, 2024, the SAFE agreement was recognised in the line “Long-term investments” in the separate statement of

ﬁnancial position in the amount of USD 500 thousand (ﬁrst tranche was paid during the year 2024, and the second tranche was

paid after December 31, 2024), which reﬂects the fair value of the asset. Since the call option is contingent upon the payment of

the second tranche which was not yet paid as at December 31, 2024, the call option approximates nil value as at the reporting

date. The investment in SAFE agreement and call option fair value is subject to revaluation in the following reporting periods.

10.

Financial risk management

Introduction

Risk management performed by the Company is aimed at reducing the impact of adverse factors on the ﬁnancial statements.

This note presents information about the Company’s exposure to speciﬁc risks arising from ﬁnancial instruments as well as the

Company’s objectives aimed at maintaining an effective process for risk management.

The Company is exposed in particular to the following risks arising from ﬁnancial instruments:

●

credit risk,

●

liquidity risk,

●

market risk.

Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management

framework. The Board of Directors continually identiﬁes, evaluates and manages the risks faced by the Company, sets

appropriate risk limits and controls and monitors risks.

The Company’s management monitors ﬁnancial risks regarding the Group as a whole for the purpose of making risk

management related decisions.

Credit risk

Credit risk relating to cash and cash equivalents

The Company is exposed to credit risks mainly with regard to cash and cash equivalents, that include investments in money

market funds, which could arise if a counterparty becomes insolvent and accordingly is unable to return the deposited funds or

execute the obligations as a result of the insolvency. To mitigate this risk, wherever possible the Company’s management

conducts transactions and deposits funds with investment grade rated ﬁnancial institutions, as well as monitors and limits the

concentration of transactions with any single party. The Company’s management uses Moody’s credit ratings. The information

about the credit risk rating grades (applicable for the ﬁnancial institution group) is presented in the table below.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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Moody's Rating

As at December 31, 2024

As at December 31, 2023

Aaa-mf

71,397

79,986

546

Total cash and cash equivalents

71,441

80,532

Cash and cash equivalents (including investments in money market mutual funds) are kept in ﬁnancial institutions with ratings

from Aaa to A3, which are investment ratings according to Moody’s.

Cash and cash equivalents are kept at a limited number of major ﬁnancial institutions. The Company’s management monitors

the creditworthiness of these institutions and mitigates concentration risk by limiting the exposure on a single ﬁnancial fund or

deposits placed in one bank. This approach ensures that the risk of concentration is spread among different funds rather than

within individual ﬁnancial institutions.

As at December 31, 2024, funds were held in two ﬁnancial institutions. As at December 31, 2023, funds were held in one

ﬁnancial institution but in several amounts of mutual funds.

Total gross carrying amounts of cash and cash equivalents as of December 31, 2024 and December 31, 2023 were included in

Level 1, based on assessment that credit risk has not increased signiﬁcantly since initial recognition. For ﬁnancial assets in

Level 1, the Company recognizes 12 month ECL and recognizes interest income on a gross basis – interest will be calculated on

the gross carrying amount of the ﬁnancial asset before adjusting for ECL.

Management has assessed that the Company’s provision for expected credit losses related to cash and cash equivalents would

not be material in any of the periods presented.

The carrying amount of cash and cash equivalents balance represents the maximum credit exposure.

Credit risk with respect to trade receivables and other receivables

The carrying amount of trade receivables represents the maximum credit exposure. The maximum exposure to credit risk at the

reporting dates was as follows:

Carrying amount

As at December 31, 2024

As at December 31, 2023

Trade receivables from related parties

710

1,734

Total

710

1,734

Trade receivables from related parties amounted to USD 710 thousand as at December 31, 2024 and USD 1,734 thousand as at

December 31, 2023.

The Company’ trade receivables are trade receivables from related parties – Huuuge Global Ltd. and Huuuge UK Ltd.

Transactions with related parties are described in Note 19

Related party transactions

Allowance for expected credit losses

The Company recognizes allowance for expected credit losses according to IFRS 9

Financial Instruments,

considering all

reasonable and supportive information (e.g. customer rating, historical recoverability).

The Company’s trade receivables are trade receivables from its related parties for each period presented therefore, the Company

does not apply the portfolio approach, and instead performs the analysis on the individual basis. Taking into account that

Company’s trade receivables are only from related parties and there were no issues with historical recoverability, the related

expected credit losses had been assessed as immaterial.

HUUUGE INC.

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There are no trade receivables which are overdue more than 90 days or individually identiﬁed as impaired.

The ageing of trade

receivables at the reporting dates was as follows:

As at December 31, 2024

As at December 31, 2023

Total

not due and

overdue up to

1 month

over 1

month to 6

months

over 6

months

Total

not due and

overdue up to 1

month

over 1

month to

6 months

over 6

months

Trade receivables from

related parties

710

1,734

Allowance for expected

credit losses/

impairment

Trade receivables, net

710

1,734

Liquidity risk

Liquidity risk means the risk that the Company may encounter diﬃculty in meeting the obligations associated with its ﬁnancial

liabilities that are settled by delivering cash or another ﬁnancial asset. The Company’s management approach to managing

liquidity is to ensure, as far as possible, that it will always have suﬃcient liquidity to meet its liabilities when due, under both

normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Liquidity

risk is assessed in conjunction with the Company’s budgeted cash ﬂows and by managing a proper current liabilities structure.

The method of measuring the liquidity risk consists of the analysis of the cover of current liabilities with available cash

resources.

There are no bank loan balances and bank loan agreements in force as at December 31, 2024, December 31, 2023 and as at

date of approval these ﬁnancial statements for issue, thus also interest rate risk is remote from the Company’s perspective.

Moreover, it is not expected that the cash ﬂows included in the maturity analysis could occur signiﬁcantly earlier, or at

signiﬁcantly different amounts.

The following are the contractual maturities of ﬁnancial liabilities including estimated interest payments as of respective

balance sheet dates:

As at December 31, 2024

Carrying amount

Contractual cash

ﬂows

6 months or less

over 6 months

Trade payables

Accrued expenses (except taxes and

employee-related)

2,380

Non derivative ﬁnancial liabilities

2,428

As at December 31, 2023

Carrying amount

Contractual cash

ﬂows

6 months or less

over 6 months

Trade payables

Accrued expenses (except taxes and

employee-related)

3,287

Non derivative ﬁnancial liabilities

3,377

There were no derivative ﬁnancial instruments at the end of reported periods.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices may affect

the Company’s income or the value of the ﬁnancial instruments held (incl. money market mutual funds investments presented

as cash and cash equivalents). The objective of market risk management is to manage and control market risk exposures within

acceptable parameters, while optimizing the return. The Company does not apply hedge accounting in order to manage volatility

in proﬁt or loss and so far neither has entered into derivatives nor incurred external ﬁnancial liabilities.

HUUUGE INC.

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(i)

Currency risk

Management of the Company has analyzed currency risk related to variability of exchange rates and did not identify signiﬁcant

balances of accounts denominated in foreign currencies (cash and cash equivalents, trade receivables and trade payables) and

transactions carried in foreign currencies which would be associated with a signiﬁcant currency risk for the Company.

(ii)

Interest rate risk

As the Company has not entered in bank loan agreements in the presented periods till December 31, 2024, the interest rate risk

is marginal.

The Company does not have any signiﬁcant interest bearing liabilities at variable rate which would expose the Company to the

cash ﬂow risk.

The Company’s interest bearing assets are cash and cash equivalents. The deposits, and the investments in money market

funds are at a variable interest rate. These are investments which are either readily available, or with a short-term maturity date.

Since the expected reasonable shift of the interest rate is insigniﬁcant during the maturity period of the investments, proﬁt or

loss is not sensitive to the changes of interest rates. Therefore the interest bearing assets at variable rate do not expose the

Company to cash ﬂow risk.

Capital management

The Board of Directors manages the Company’s capital structure.

The Board of Directors policy is to maintain a strong capital base so as to maintain investors’ and market conﬁdence and to

sustain future development of the business. The Company’s management seeks to maintain a suﬃcient capital base for

meeting the Company’s operational and strategic needs, with the objective to safeguard the ability to continue as a going

concern, settle the obligations and optimize the capital structure in order to reduce the cost of capital and maximize the return

on capital to the shareholders and maintain the level of capital that will ensure the settlement of liabilities. The amount of

capital maintained in each reporting period (see table below) met management’s objectives.

The capital managed by the Group’s management includes equity. As such, managed capital consists of ordinary shares,

preferred shares of series A and B, as well as repurchased own shares and options as of year-ended December 31, 2024. For the

amounts, please refer to Note 14

Share capital,

of these ﬁnancial statements. There are no externally imposed capital

management requirements (such as covenants or similar).

The Company’s management monitors the return on capital on the basis of the basic and diluted earnings per share ratios.

Further information on calculation of earnings per share rations is presented in the Group’s consolidated ﬁnancial statements.

The objective of the Management is to maximize the return on capital to the shareholders.

No dividends were declared and paid by the Company to its shareholders in the years ending December 31, 2024 and December

31, 2023.

As at December 31, 2024

As at December 31, 2023

Equity

147,852

119,186

Total capital

147,852

119,186

HUUUGE INC.

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11.

Accounting classiﬁcations of ﬁnancial instruments and fair values

The fair values of ﬁnancial assets and liabilities, together with the carrying amounts shown in the statement of ﬁnancial position are as follows:

As at December 31, 2024

Financial assets

measured at amortized

cost

Financial assets

measured at fair value

through proﬁt or loss

Financial liabilities at

amortized cost

Financial liabilities out

of scope of IFRS 9

Total carrying amount

Fair value

Assets

72,151

500

72,651

Trade receivables from related parties

710

Cash and cash equivalents

71,441

Investments in SAFE agreements

500

Call option agreements on long-term

investments

Liabilities

Trade payables

Net amount

72,151

500

72,603

As at December 31, 2023

Financial assets measured

at amortized cost

Financial liabilities at

amortized cost

Financial liabilities out of

scope of IFRS 9

Total carrying amount

Fair value

Assets

82,266

Trade receivables from related parties

1,734

Cash and cash equivalents

80,532

Liabilities

Trade payables

Net amount

82,266

82,176

As at December 31, 2024 the Company’s there were two investments in SAFE agreements and two call options under long-term investments agreements measured at fair value through proﬁt or loss,

for more details please refer to Note 9

Long term investments

As at December 31, 2023 the Company’s management did not identify any ﬁnancial assets measured at fair value – neither through

proﬁt or loss nor through other comprehensive income.

The Company’s management believes that the fair values of ﬁnancial instruments do not differ signiﬁcantly from their carrying amounts.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

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12.

Trade and other receivables

As at December 31, 2024

As at December 31, 2023

Trade receivables and accrued revenues from related parties

710

1,734

Prepaid expenses

Other receivables

131

157

Total trade and other receivables

911

1,961

Allowance for expected credit losses/ impairment of trade receivables is not signiﬁcant.

Transactions with related parties are described in Note 19

Related party transactions

Other receivables include mainly tax receivables other than from corporate income taxes.

Prepaid expenses include advance payments for services that will be received in the future. Main types of prepayments are:

subscriptions, expenses from cloud computing arrangements which do not include an intangible asset (software as a service

contracts), and administration costs.

13.

Cash and cash equivalents

As at December 31, 2024

As at December 31, 2023

Money market mutual funds

71,397

79,986

Cash at banks (current accounts)

546

Total cash and cash equivalents

71,441

80,532

Money market mutual fund investments are classiﬁed as cash equivalents. For the details, please refer to Note 2.2

Key

judgements and estimates

Maturity of these investments is three months, and they are repayable on demand, thus the investments are highly liquid, readily

convertible to known amounts of cash, and are subject to an insigniﬁcant risk of changes in value, and meet the criteria

indicated in IAS 7 Statement of Cash Flows, and have been considered in substance as cash equivalents.

During the year ended December 31, 2024, deposits and money market mutual fund investments generated interest income in

the total amount of USD 2,377 thousand. This includes the accrued interest from bank deposits in the amount of USD 244

thousand (received before the date of issue of these ﬁnancial statements). For the details, please refer to Note 6

Finance

income

As at December 31, 2024, there was no restricted cash. As at December 31, 2023, there was restricted cash in the amount of

USD 15 thousand.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

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14.

Share capital

As at December 31, 2024 and December 31, 2023 Company's share capital comprised common shares and preferred shares series A and B. Below are presented movements on different

components of equity divided in the categories of shares (nominal values presented in USD, not thousand USD):

Shares classiﬁed as equity instruments as at December 31, 2024:

Common shares

(outstanding)

Preferred shares

(series A and B)

Treasury shares

Treasury shares allocated for

the existing share-based

payment programs

Total (issued)

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

As at January 1, 2024

62,977,148

1,260

4,147,628

67,124,778

1,344

Allocation of shares to

Share-based payment program

(232,346)

(5)

232,346

Exercise of stock options

232,346

(232,346)

(5)

Repurchase of common shares

under Share Buyback Scheme

("SBB")

(7,139,797)

(143)

7,139,797

143

Retirement of treasury shares

(7,139,797)

(143)

(7,139,797)

(143)

As at December 31, 2024

56,069,697

1,122

3,915,282

59,984,981

1,201

HUUUGE INC.

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Shares classiﬁed as equity instruments as at December 31, 2023:

Common shares

(outstanding)

Preferred shares

(series A and B)

Treasury shares

Treasury shares allocated for

the existing share-based

payment programs

Total (issued)

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

Number of

Nominal value

As at January 1, 2023

79,183,513

1,584

5,063,182

102

84,246,697

1,686

Allocation of shares to

Share-based payment program

(915,554)

(18)

915,554

Exercise of stock options

915,554

(915,554)

(18)

Repurchase of common shares

under Share Buyback Scheme

("SBB")

(17,121,919)

(342)

17,121,919

342

Retirement of shares purchased

during the Share Buyback Scheme

("SBB")

(17,121,919)

(342)

(17,121,919)

(342)

As at December 31, 2023

62,977,148

1,260

4,147,628

67,124,778

1,344

HUUUGE INC.

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As at December 31, 2024 Company was authorized to issue up to 85,300,474 shares with a par value of USD 0.00002

(85,300,472 common shares and 1 share of series A preferred share and 1 share of series B preferred share), out of which as at

December 31, 2024, 86,764 shares were allocated to a reserve that could be issued only with majority shareholders’ approval

(21,295,567 as at December 31, 2023).

As at December 31, 2024, the issued share capital of the Company comprised 59,984,981 shares (fully paid) with a par value of

USD 0.00002 per share and the total value of USD 1,201 (not thousands), including 56,069,697 common shares held by

shareholders, 2 preferred shares (one preferred share of series A and one preferred share of series B), and 3,915,282 common

shares reacquired by the Company and not redeemed (presented in the tables above: treasury shares and treasury shares

allocated to the existing share-based payment programs).

As at December 31, 2023, the issued share capital of the Company comprised 67,124,778 shares (fully paid) with a par value of

USD 0.00002 per share and a total value of USD 1,344 (not thousands), including 62,977,148 common shares held by

shareholders, 2 preferred shares (one preferred share of series A and one preferred share of series B) held by shareholders and

4,147,628 common shares reacquired by the Company and not redeemed (presented in the tables above: treasury shares and

treasury shares allocated to the existing share-based payment programs).

During the year 2024, the number of shares (not issued) allocated to the existing share-based payment programs was reduced

by 232,346 shares. This is because 232,346 treasury shares were delivered to employees for the options exercised during the

year ended December 31, 2024. As at December 31, 2024, 9,859,833 shares with a par value of USD 0.00002 per share were

reserved for two stock option programs established in 2015 and 2019.

During the year 2023, the number of shares (not issued) allocated to the existing share-based payment programs was reduced

by 915,554 shares. This is because 915,554 treasury shares were delivered to employees for the options exercised during the

year ended December 31, 2023. As at December 31, 2023, 10,092,179 shares with a par value of USD 0.00002 per share were

reserved for two stock option programs established in 2015 and 2019.

Holders of the two series A and series B preferred shares, which may be converted for a ﬁxed number of common shares, have

several rights additional to the ones of the common shareholders, which may vary for series A and B). These rights are

stipulated in the corporate documents of Huuuge, Inc., in particular in the Fifth Amended and Restated Certiﬁcate of

Incorporation. Essentially, the rights refer to:

●

protective provisions in case of liquidation, dissolution, winding up, certain mergers, consolidations and sale of assets

of Huuuge, Inc. or conversion to common shares – the holders of series A or B preferred shares shall be entitled to be

paid out of the assets of the Company available for distribution to its shareholders before the holders of common

shares,

●

election of directors for every separate class of preferred shares - one director for series A preferred shares and two

directors for series B preferred shares.

As at December 31, 2024 and December 31, 2023, no shareholder owned over 50% of the Company’s equity or had more than

50% of voting rights. The Company's major shareholder is Mr. Anton Gauﬃn, founder and Executive Chairman of the Board, who

participates in the Company’s ordinary shares indirectly (through shares of Big Bets OU).

The supplementary capital derives mainly from the difference between nominal value and the market price on issuance of

shares, or the difference between the book value and purchase price on re-issue of treasury shares.

In the year ended December 31, 2024, the following transactions took place:

●

Delivery of the treasury shares for options exercised

In the year ended December 31, 2024, 381,123 share options held by employees under the share-based payment program were

exercised. Of these, 381,123 options exercised resulted in the delivery of 232,346 treasury shares to employees before

December 31, 2024 (the difference between the number of options exercised and the number of treasury shares delivered is due

to cashless exercises).

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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The delivery of treasury shares was presented as a movement from treasury shares to common shares. The movement resulted

in an increase in share capital in the amount of the nominal value of the shares delivered, and the difference between the value

of treasury shares and the cash consideration received in the amount of USD 646 thousand was recognized in supplementary

capital. At the same time, the movement decreased the number of shares (not issued) allocated to the existing share-based

payment programs.

●

Acquisition of shares under Share Buyback Scheme ("SBB") and retirement of shares purchased by the Company

during the share buyback

On March 14, 2024, the Company announced a share buyback in the form of a time-limited invitation to submit to the Company

sale offers relating to shares in the Company, at a pre-determined and ﬁxed price per share, open to all shareholders of the

Company (the "Invitation") (the "SBB").

The settlement of the SBB took place on April 23, 2024 (the "Settlement Date") outside the organized system of trading in

ﬁnancial instruments through IPOPEMA Securities S.A. The acquisition was made at a gross price of USD 9.8042. Amounts due

to investors, after withholding of applicable taxes, have been converted from USD to PLN in accordance with the interbank

exchange rate applicable as of April 22, 2024 (as the day preceding the Settlement Date), which is 4.05.

In the course of the SBB:

●

The Company acquired 7,139,797 shares of common stock of its own shares for the total amount of USD 69,999,998,

which constituted 10.64% share capital of the Company and entitled to 10.64% of the total number of votes at the

general meeting of the Company. After the SBB, the Company held 11,141,843 treasury shares representing 16.60% of

its share capital and total number of votes at the General Meeting,

●

Big Bets OÜ sold to the Company 2,332,116 shares of common stock of the Company, constituting 3.47% of the share

capital of the Company entitling to 3.47% of the total amount of votes at the General Meeting,

●

RPII HGE LLC sold to the Company 970,559 shares of common stock of the Company, constituting 1.45% of the share

capital of the Company entitling to 1.45% of the total amount of votes at the General Meeting.

Prior to the SBB settlement, the Company owned 4,002,046 common shares that represented 5.96% of the Company’s share

capital and did not entitle the Company to voting rights. Following the settlement of the SBB, the Company owned a total of

11,141,843 shares that represented 16.60% of the Company's share capital and do not entitle the Company to voting rights.

Consequently, following the settlement of the SBB, there were 67,124,778 shares of the Company issued and conferring

55,982,935 votes in total at the general meeting of the Company.

On April 26, 2024, in accordance with Section 243 of the Delaware General Corporation law, the Board of Directors adopted a

resolution on the retirement of 7,139,797 shares of common stock of the Issuer representing 10.64% of the issued share capital

of the Company at the time (as announced in Current Report no. 23/2024). The shares that were subject to the retirement were

purchased by the Company during the SBB with the intention that the shares will be retired, other than those shares necessary,

in the Company’s view, to satisfy its ongoing needs under the Issuer’s employee stock option plans.

Effective as of the adoption of the resolution of the Board of Directors, the retired shares resumed the status of authorized and

unissued shares of the common stock of the Issuer. At the same time, the Issuer’s issued share capital decreased from

67,124,778 to 59,984,981 shares.

●

Authorised capital decrease

As reported in the current report no. 35/2024 dated July 3, 2024, in connection with resolutions adopted at the Annual General

Meeting of Shareholders of the Company on June 18, 2024 and in connection with the submission of an application to the

Delaware Secretary of State to register amendments to the Certiﬁcate of Incorporation, the Delaware Secretary of State

registered amendments to the Company’s Memorandum of Association on July 2, 2024.

The authorised capital of the Company was decreased to 85,300,474 shares by amending Paragraph 4.1 of Article IV of the

Certiﬁcate of Incorporation.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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Share structure of the Company after decreasing the authorised capital was as follows:

1. The authorized capital comprised 85,300,474 shares divided into two classes, consisting of (i) 85,300,472 shares of common

stock with a par value of USD 0.00002 per share and (ii) 2 shares of preferred stock with a par value of USD 0.00002 per share,

divided into two series consisting of 1 Series A share of preferred stock with a par value of USD 0.00002 per share and 1 Series

B share of preferred stock with a par value of USD 0.00002 per share;

2. The issued capital was 59,984,981 and consists of (i) 59,984,979 shares of common stock with a par value of USD 0.00002

per share and (ii) 2 shares of preferred stock with a par value of USD 0.00002 per share, divided into two series consisting of 1

Series A share of preferred stock with a par value of USD 0.00002 per share and 1 Series B share of preferred stock with a par

value of USD 0.00002 per share.

Each share of common stock and preferred stock gives the right to one vote at the general meeting of the Company, which

results in the total number of votes from all issued shares equal to 59,984,981.

In the year ended December 31, 2023, the following transactions took place:

●

Delivery of the treasury shares for options exercised

In the year ended December 31, 2023, 1,693,330 share options held by employees under the share-based payment program were

exercised, out of which for 915,554 options exercised treasury shares were delivered to employees before December 31, 2023

(the difference is due to cashless exercises).

The delivery of treasury shares was presented as a movement from treasury shares to common shares. The movement resulted

in an increase in share capital in the amount of the nominal value of the shares delivered, and the difference between the value

of treasury shares and the cash consideration received in the amount of USD 3,820 thousand was recognized in supplementary

capital. At the same time, the movement decreased the number of shares (not issued) allocated to the existing share-based

payment programs.

●

Acquisition of shares under share Buyback Scheme ("SBB")

As reported in the current report no. 25/2023 dated July 4, 2023, as a result of the settlement of the acquisition and transfer of

ownership of the shares offered in response to a time-limited invitation to submit to the Company sale offers relating to shares

in the Company, at a pre-determined and ﬁxed price per share, open to all shareholders of the Company (the "Invitation") (the

"SBB") announced by the Company on May 30, 2023 in the current report no. 19/2023 (as subsequently amended and

announced by the Company in current report no. 23/2023 on June 19, 2023), the Company acquired 17,121,919 of its common

shares that represent 20.32% of the share capital of the Company and that entitled their holders to exercise 21.42% of the total

number of votes at the general meeting of the Company for a total consideration of USD 149,999,996.

The settlement of the SBB took place on July 4, 2023 (the "Settlement Date") outside the organized system of trading in ﬁnancial

instruments through IPOPEMA Securities S.A. The acquisition was made at a gross price of USD 8.7607 per share. Amounts due

to investors, after withholding of applicable taxes, have been converted from USD to PLN in accordance with the interbank

exchange rate applicable as at July 3, 2023 (as the day preceding the Settlement Date), which is 4.0735.

The shares were acquired on the basis of the Company's Board of Directors resolution dated May 30, 2023 launching the

acquisition of the Company's common shares listed on the Warsaw Stock Exchange by way of a time-limited Invitation to Sell,

establishing detailed conditions and procedures for participation in and execution of the SBB.

Prior to the SBB settlement, the Company owned 4,314,211 common shares representing 5.12% of the Company’s share capital

and did not entitle the Company to voting rights. Following the settlement of the SBB, the Company owns a total of 21,436,130

shares that represent 25.44% of the Company's share capital and do not entitle the Company to voting rights. Consequently,

following the settlement of the SBB, there were 84,246,697 shares of the Company issued and conferring 62,810,567 votes in

total at the general meeting of the Company. The Company acquired the shares under the SBB with the intention that the shares

will be retired, other than those shares necessary, in the Company’s view, to satisfy its ongoing needs under the Company’s

employee stock option plans. Treatment of the acquired shares will be determined in due course by the Issuer’s Board of

Directors, in accordance with its Certiﬁcate of Incorporation.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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●

Retirement of shares purchased by the Company during the share buyback

On August 29, 2023, the Company's Board of Directors in accordance with Section 243 of the Delaware General Corporation law,

adopted a resolution on the retirement of 17,121,919 shares of common stock of the Company representing 20.3% of the issued

share capital of the Company comprising of 84,246,697 shares (as announced in current report no 37/2023). The retirement is

effective as of the adoption of the resolution by the Board of Directors. The shares that were subject to the retirement were

purchased by the Company during the share buyback (current report no. 25/2023 dated July 4, 2023) with the intention that the

shares will be retired, other than those shares necessary, in the Company’s view, to satisfy its ongoing needs under the

Company’s employee stock option plans.

Effective as of the adoption of the resolution of the Board of Directors, the retired shares resumed the status of authorized and

unissued shares of the common shares of the Company. At the same time, the Company’s issued share capital decreased from

84,246,697 to 67,124,778 shares.

15.

Share-based payment arrangements

As at December 31, 2024 and as at December 31, 2023 the Company had an equity incentive plan, i.e. ESOP. The ﬁrst stock

option program (the employee stock option plan or “ESOP 2015”) was established by the Company’s Board of Directors on April

3, 2015, the second one on October 19, 2019 (“ESOP 2019”), the grant dates are determined at the dates when the contracts

with eligible employees are signed. The program entitles employees and consultants to purchase shares in the Company. Each

option stands for one common or treasury share of the Company.

The vesting condition of both ESOP 2015 and 2019 programs is to provide the service continuously for at least 4 years from the

grant date and the following vesting schedule is applicable depending on the particular grant:

●

about 25% of the shares options vest and become exercisable on a 12-month anniversary of the vesting

commencement date and then after end of each consecutive month 1/36 of the remaining shares options vest and

become exercisable; or

●

the options vest and become exercisable with respect to 1/48th of the total option shares when the optionee

completes each full month of continuous service after the grant date.

For such share-based payments staged vesting applies i.e. each instalment with different vesting period is treated as a separate

award with a different vesting period.

In addition, based on the ESOP 2019 plan, there were several grants with additional vesting conditions:

Executive Chairman of the Board options

Mr. Anton Gauﬃn, holding the positions of the Executive Chairman of the Board was granted 500,000 share options in total

during the year 2021, out of which 75,000 had a vesting condition to provide the service continuously for about four years from

the service commencement date and to meet 2021 EBITDA target. These options were forfeited in 2022 as the performance

condition was not met. All remaining options can be exercised at a price of PLN 50, i.e., the price of the Company’s shares in the

initial public offering.

The vesting conditions for the options are the following:

●

50,000 options with a vesting condition to provide the service continuously for about four years from the service

commencement date. The Company’s management expects Mr. Anton Gauﬃn to fulﬁl the service condition.

●

375,000 options with a variable vesting period due to the market condition, i.e., condition to meet the Company’s

market capitalization milestones. The Company's management estimated that a total of six years of continuous

service from the service commencement date will be required for options to vest.

Similar to other share-based payments in the Company, for this program, staged vesting applies, i.e., each instalment has a

different vesting period and is treated as a separate award with a different vesting period.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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Advisory agreement

Based on the contract executed on September 27, 2021, beginning from January 3, 2022 until October 31, 2024, the advisor was

providing to the Company’s Executive Chairman of the Board consulting services for the consideration payable in options, i.e.,

options to purchase 206,250 shares in total vesting on a straight-line basis during the period of the agreement. This was

concluded to be a transaction with a non-employee, and the Company measures the fair value of the services received, and the

corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted when the services are

performed. Please refer also to the Note 2.3

Material accounting policies

Options granted to key management personnel

Based on resolutions of the Board of Directors of Huuuge, Inc. the following options were granted to key managers of Huuuge,

Inc. Group:

●

3,145,000 options (including 2,345,000 options granted to Huuuge, Inc. Oﬃcers) - on October 3, 2023,

●

125,000 options - on November 6, 2023,

●

585,000 options - on February 6, 2024,

●

125,000 options - on September 30, 2024.

The vesting conditions for the 3,680,000 options which are outstanding as at December 31, 2024 are the following:

●

1,226,662 options with a vesting condition to provide the service continuously for about four years from the service

commencement date.

●

1,226,662 options with a vesting condition to provide the service continuously for about four years from the service

commencement date and to meet speciﬁed EBITDA and Revenue targets, i.e. performance condition.

●

1,226,676 options with a vesting condition to provide the service continuously and with a variable vesting period due

to market condition, i.e. condition to meet the Company’s market capitalization milestones.

Similar to other share-based payments in the Company, for this program, staged vesting applies, i.e., each instalment has a

different vesting period and is treated as a separate award with a different vesting period.

As at December 31, 2024 there were 9,859,833 shares reserved for the ESOP that were not yet allocated to speciﬁc employees

(10,092,179 as at December 31, 2023). This is at the Company discretion whether the unallocated shares will be allocated within

the share-based program to the employees or unused or withdrawn from the program.

In 2024 the Company’s Board of Directors granted 710,000 options (3,270,000 in 2023).

Shares option expense for the year 2024 amounts to USD 3,485 thousand (USD 2,855 thousand in 2023) and was booked

against equity (employee beneﬁt reserve) which amounted to USD 29,234 thousand as at December 31, 2024 (USD 25,749

thousand as at December 31, 2023).

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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Details of the grants are presented in the table below:

Grant date

Number of instruments granted*

Expiry date

Granted in 2015

293,292

June 1, 2025

Granted in 2016

175,058

June 1, 2026 – December 1, 2026

Granted in 2017

386,310

February 1, 2027 – December 1, 2027

Granted in 2018

131,000

December 1, 2024

Granted in 2019

243,525

December 1, 2024 – November 6, 2025

Granted in 2020

738,024

April 1, 2027 – November 11, 2027

Granted in 2021

4,111,765

February 2,2028 – September 10, 2028

Granted in 2022

656,971

January 3, 2029 – August 5, 2029

Granted in 2023

3,270,000

October 3, 2030 - November 6, 2030

February 6, 2024

585,000

February 6, 2031

September 30, 2024

125,000

September 30, 2031

Subtotal granted in 2024

710,000

Total

10,715,945

*The number of options granted before January 20, 2021 is presented in the amount before the share split on a one for ﬁve

basis.

Movements in share options during the period were as follows (weighted average exercise prices are presented in USD, not in

thousand USD):

Year ended December 31, 2024

Number of options

Weighted average exercise price

Balance as at January 1

5,534,416

5.75

Granted during the year

710,000

6.59

Forfeited during the year

(448,549)

5.37

Exercised during the year

(381,123)

3.33

Expired during the year

(61,521)

4.56

Balance as at December 31

5,353,223

6.08

Year ended December 31, 2023

Number of options

Weighted average exercise price

Balance as at January 1

4,778,100

4.46

Granted during the year

3,270,000

5.83

Forfeited during the year

(761,374)

3.95

Exercised during the year

(1,693,330)

3.13

Expired during the year

(58,980)

3.79

Balance as at December 31

5,534,416

5.75

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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As at December 31, 2024, 1,180,503 share options were exercisable, with the weighted average exercise price of USD 4.84 per

share. As at December 31, 2023, 757,846 share options were exercisable, with the weighted average exercise price of USD 3.86

per share.

The below table presents a summary of share prices at the exercise dates:

Exercise date

Grant date

Exercise price

Fair Market Value

on exercise date

Number of stock

options exercised

Exercised in 2019

May 29, 2015 - December

1, 2018

$0.0002 - $4.15

$14.09 - $15.03

31,363

Exercised in 2020

May 29, 2015 – November

6, 2019

$0.0002 – $13.50

$15.03 – $18.62

176,009

Exercised in 2021 (before

share split)

May 29, 2015 – December

1, 2016

$0.0002 – $0.79

$54.53

6,411

Exercised in 2021 (after

share split)

May 29, 2015 – November

20, 2020

$0.00004 – $3.72

$6.23 – $12.03

1,851,622

Exercised in 2022

May 29, 2015 – January 3,

2022

$0.11 – $4.13

$3.58 – $5.68

2,072,355

Exercised in 2023

May 29, 2015 – August 1,

2022

$0.00004 – $6.18

$5.31 – $7.02

1,693,330

Exercised in 2024

December 1, 2017 –

August 1, 2022

$0.83 – $6.18

$4.01 – $7.37

381,123

For share options outstanding at the end of the reporting periods, the range of exercise prices and weighted-average remaining

contractual life was as follows:

As at December 31, 2024:

Exercise price in USD

Number of outstanding stock options

Weighted average remaining contractual

life (in years)

0.83

75,025

2.84

2.70 - 3.92

1,020,056

3.89

4.13 - 13.51

4,258,142

5.55

Total:

5,353,223

5.20

As at December 31, 2023:

Exercise price in USD

Number of outstanding stock options

Weighted average remaining contractual

life (in years)

0.00004 - 0.83

127,754

3.88

2.7 - 3.92

1,448,483

4.65

4.13 - 13.51

3,958,179

6.40

Total:

5,534,416

5.89

The fair value of the employee share options without market conditions has been measured using the Black-Scholes formula by

an independent appraiser, assuming no dividends and using the valuation assumptions summarized below. The underlying price

of the common stock was determined using the fair value as of the option grant dates. The exercise prices of the options were

determined by the Board of Directors of the Company in the contract with the employee. The risk-free rate is based on the U.S.

HUUUGE INC.

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(all amounts in tables presented in thousand USD, except where stated otherwise)

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Treasury yield curve in effect at the time of each grant date and corresponding to expiration. In assessing the appropriate time

to expiration, the appraiser examined the expiration period, the vesting period and the option grant dates.

The fair value of the employee share options with market conditions has been measured using the Binomial model by an

independent appraiser. This requires building a stock price tree as paths for the future stock prices to follow. The valuation is

done in the process of backward induction that allows to price US-type options and ﬂexible adaptation of the model to the

speciﬁcs of the valued instrument. The model allows to take into account the term structure of interest rates and volatility,

enabling a variable dividend rate to be applied, modelling the vesting period and reﬂecting the conditions restricting the right to

exercise an option.

Based on the analysis and the factors speciﬁc to the Company, an equity volatility of 37.0%-80.0% (53.3%-80.0% for the year

ended December 31, 2023) was used in the option pricing model. Expected volatility was based on historical volatility of a

similar industry sector for the year ended December 31, 2023.

The inputs used in the measurement of the fair values at the grant dates of the equity-settled share-based payment plan for the

options outstanding as of December 31, 2024 and as of December 31, 2023, were as follows:

As at

December 31, 2024

As at

December 31, 2023

Fair value at grant date

0.93 – 6.64

1.59 – 8.66

Share price at grant date

2.50 – 9.49

2.50 – 10.91

Exercise price

0.83 – 13.51

Expected volatility (weighted average)

36.97% – 80.00%

53.29% – 80.00%

Expected life (weighted average)

2.44 – 6.10

0.92 – 9.86

Risk-free interest rate

0.21% – 5.04%

The effect of the fair value measurement (which includes cost recognised for the period as well as derecognition of the cost

when non-market vesting conditions are not met) is reﬂected in the proﬁt and loss against equity (USD 619 thousand was

expensed in 2024 and USD 350 thousand in 2023). These costs were included in the Operating expenses line in the statement of

comprehensive income, booked against equity, “Employee beneﬁt reserve”.

The effect of the fair value measurement of options granted to employees of the Company’s subsidiaries is recognised in the

Company’s assets as investment in subsidiaries in the amount of USD 1,438 thousand in 2024 (USD 685 thousand in 2023),

booked against equity, “Employee beneﬁt reserve”. Please refer to Note 8

Investment in subsidiaries.

During the year ended December 31, 2024, 381,123 options were exercised in total under the share-based payment program, and

232,346 treasury shares were delivered for all options exercised (the difference of 148,777 options is due to cashless

exercises). Cash payments received for the shares delivered to employees before December 31, 2024 amounted to USD 286

thousand.

During the year ended December 31, 2023, 1,693,330 options were exercised under the share-based payment program, and

915,554 treasury shares were delivered for all options exercised (the difference of 777,776 options is due to cashless

exercises). Total cash payments received during the year ending December 31, 2023 amounted to USD 470 thousand.

HUUUGE INC.

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16.

Trade and other payables

As at December 31, 2024

As at December 31, 2023

Accrued expenses

843

2,142

Trade accounts payable including:

- trade accounts payable to third parties

- trade accounts payable to related parties

Tax payables other than from corporate income taxes

394

Other accounts payable

Trade and other payables

1,285

2,294

As at December 31, 2024 accrued expenses mainly included digital advertising related expenses, ﬁnance, audit and legal

services expenses. As at December 31, 2023 accrued expenses mainly included digital advertising related expenses, ﬁnance,

audit and legal services expenses, expenses related to bonuses and remuneration.

17.

Contingencies

Tax contingent liabilities

Tax settlements are subject to review and investigation by tax authorities, which are entitled to impose severe ﬁnes, penalties

and interest charges. Tax regulations in the United States have been changing recently, which may lead to lack of their clarity

and integrity. Furthermore, frequent contradictions in tax interpretations, both within government bodies and between

companies and government bodies create uncertainties and conﬂicts.

Tax authorities may examine accounting records retrospectively: for 3 years in the United States (and up to 6 years in case of

substantial errors). Consequently, the Company may be subject to additional tax liabilities, which may arise as a result of tax

audits. The Board of Directors of the Company believes that there was no need to record any provisions for known and

quantiﬁable risks in this regard as in their assessment there are no such uncertain tax positions for which it would be probable

that the taxation authority will not accept the tax treatment applied by the Company.

Litigation and other legal proceedings

Company operates in a litigious environment. The Company and/or its subsidiaries have and may become involved in legal

proceedings, including litigation, arbitration and other claims, and investigations, inspections, audits, claims, inquiries and

similar actions. Legal proceedings, in general, can be expensive and disruptive. Some of these suits are class actions and/or

involve parties seeking large and/or indeterminate amounts, including punitive or exemplary damages, and may remain

unresolved for several years.

Player use of our games is subject to our privacy policy and terms of service. If we fail to comply with our posted privacy policy,

terms of service or similar agreements, or if we fail to comply with applicable privacy-related or data protection laws and

regulations, this could result in litigation, proceedings or investigations against us by governmental authorities, players or others,

which could result in ﬁnes or judgments against us, damage our reputation or goodwill, impact our ﬁnancial condition and harm

our business.

The Company cannot predict with certainty the outcomes of any legal proceedings and other contingencies, and the costs

incurred in litigation can be substantial, regardless of the outcome. As a result, the Company and/or its subsidiaries could from

time to time incur judgments, enter into settlements or revise our expectations regarding the outcome of certain matters, and

such developments could harm our reputation and have a material adverse effect on our results of operations in the period in

which the amounts are accrued and/or our cash ﬂows in the period in which the amounts are paid. In addition, as a result of the

ongoing legal proceedings, the Company and/or its subsidiaries may be subject to damages, civil ﬁnes, or other sanctions.

Additionally, defending against these lawsuits and proceedings may involve signiﬁcant expense and diversion of management’s

attention and resources.

HUUUGE INC.

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As at the date of approval of these ﬁnancial statements for issue, Company has become involved in a number of pending

litigations:

●

On March 8, 2023, a plaintiff ﬁled a complaint in the Circuit Court of Franklin County Alabama alleging that the Company’s

social casino games are unlawful gambling under Alabama law. The plaintiff withdrew the original complaint without

prejudice for procedural reasons, and, on September 14, 2023, re-ﬁled an amended complaint. As in the original complaint,

the lawsuit seeks to recover all amounts paid by Alabama residents to the Company in those games during the period

beginning one year before the ﬁling of the lawsuit (i.e. September 14, 2022) until the case is resolved. The Company does

not agree with the allegations and requests for relief made in the complaint and believes that there are meritorious legal

and factual arguments supporting the Company’s position. On November 1, 2023, the Company ﬁled a motion to dismiss

the amended complaint and on December 15, 2023, the Company ﬁled a motion to compel arbitration. On June 7, 2024, the

judge denied the Company’s motion to dismiss and the Company’s motion to compel arbitration. On July 17, 2024, the

Company ﬁled a notice of appeal. The Supreme Court of Alabama held oral argument on March 5, 2025. As of the date of

approval of these annual ﬁnancial statements for issue, the parties are awaiting the judge’s decision. As of the date of

approval of these annual ﬁnancial statements for issue, to the best of the Company's knowledge, the litigation is not

expected to have a material impact on the Company's operations, ﬁnancial condition or cash ﬂows.

●

On June 2, 2023, plaintiffs ﬁled a complaint in the US Federal District Court for the Central District of California, alleging: (a)

that the Company’s social casino games are unlawful gambling under the laws of California, Illinois, and potentially other

US states; and (b) that the Company’s display of sale pricing in its social casino games constitutes false advertising under

the laws of California, Illinois and potentially other US states. The lawsuit purports to be a nationwide class action, which

also includes potential California and Illinois subclasses. The Company does not agree with the allegations and requests

for relief made in the complaint and believes that there are meritorious legal and factual arguments supporting the

Company’s position. On January 24, 2024 the Company and the plaintiffs have signed an agreement to settle the case in

exchange for the distribution to each class member of at least 375 virtual diamonds within the Company’s games, and at

least an aggregate total of 412.5 million virtual diamond, and USD 1,700 thousand in cash for attorneys’ fees, costs of

claims administration, and named plaintiff incentive awards. The Company also agrees in the settlement to make changes:

(a) in game play, allowing players to engage in certain forms of continuous game play; and b) in advertising practices. The

settlement is subject to court approval and to the Company’s option to cancel the settlement if 1,000 or more class

members elect to opt out of the settlement. On January 22, 2025, the court preliminarily approved the settlement. However,

the settlement is still subject to the court’s ﬁnal approval, which may or may not be forthcoming. The ﬁnal approval hearing

is currently scheduled for August 5, 2025, but may be moved by the court. If the settlement is approved, the resulting class

action waiver will bar false advertising claims nationwide, and illegal gambling claims for residents of California and

Illinois, from applicable time periods prior to the settlement. The settlement would not as a legal matter preclude the other

matters referred to in this section from proceeding. The Company also believes, but cannot make any assurance, that the

settlement would not have impact on the other matters referred to in this section, since they pertain to other issues in

different states. The Company created a provision in the amount of USD 1,700 thousand, which, to the best belief of the

Company’s management, adequately reﬂects the ﬁnancial exposure for the Company as of December 31, 2024, and as of

the date of approval of these annual ﬁnancial statements for issue.

●

On June 28, 2023, a claimant ﬁled a demand for arbitration alleging that the Company’s social casino games are unlawful

gambling under Kentucky law. The claimant seeks to recover treble the total of all amounts paid by Kentucky residents to

the Company in those games during the period beginning ﬁve years before the ﬁling of the demand (i.e. June 28, 2018)

until the case is resolved. On June 24, 2024, the Company ﬁled a dispositive motion. On September 5, 2024, the arbitrator

issued an order on threshold issues (such as choice of law and ability to bring representative actions) that was beneﬁcial

for the Company. However, the claimant reﬁled his claims under California law on October 4, 2024. The arbitrator ordered

that consideration of the motion be deferred until after the ﬁnal hearing on this matter. The ﬁnal hearing has not yet been

scheduled. The Company does not agree with the allegations and requests for relief made in the demand and believes that

there are meritorious legal and factual arguments supporting the Company’s position. As of the date of approval of these

annual ﬁnancial statements for issue, to the best of the Company's knowledge, the arbitration is not expected to have a

material impact on the Company's operations, ﬁnancial condition or cash ﬂows.

●

On July 25, 2023, a claimant ﬁled a demand for arbitration alleging that the Company’s social casino games are unlawful

gambling under Ohio law. The claimant seeks to recover all amounts he paid to the Company and all amounts paid by Ohio

residents in those games during the period beginning two years before the ﬁling of the demand (i.e. July 25, 2021) until the

case is resolved. The Company ﬁled its dispositive motion on February 26, 2024. On June 6, 2024, the arbitrator issued a

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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decision on threshold issues (such as choice of law) that was beneﬁcial for the Company. On July 15, 2024, the claimant

re-ﬁled his claims under California law. The Company ﬁled its answer on July 29, 2024. The arbitrator issued a brieﬁng

schedule to allow the parties to address additional threshold issues. The Company’s brief took place on September 30,

2024. On December 6, 2024, the arbitrator dismissed all claims against the Company. The Company does not agree with

the allegations and requests for relief made in the demand and believes that there are meritorious legal and factual

arguments supporting the Company’s position. As of the date of approval of these annual ﬁnancial statements for issue, to

the best of the Company's knowledge, the arbitration is not expected to have a material impact on the Company's

operations, ﬁnancial condition or cash ﬂows.

●

On November 13, 2023, a plaintiff ﬁled a complaint in the Circuit Court of Coffee County Tennessee alleging that the

Company’s social casino games are unlawful gambling under Tennessee law. The lawsuit seeks to recover all amounts

paid by Tennessee residents to the Company in those games during the period beginning one year before the ﬁling of the

lawsuit (i.e. November 13, 2022) until the case is resolved. The Company does not agree with the allegations and requests

for relief made in the complaint and believes that there are meritorious legal and factual arguments supporting the

Company’s position. On December 21, 2023, the Company removed the case to the US District Court for the Eastern District

of Tennessee and the case was subsequently remanded to the Circuit Court. On November 8, 2024, the Company ﬁled a

motion to compel arbitration and a motion to dismiss. As of the date of approval of these annual ﬁnancial statements for

issue, the parties are awaiting the judge’s decision on the motions. As of the date of approval of these annual ﬁnancial

statements for issue, to the best of the Company's knowledge, the litigation is not expected to have a material impact on

the Company's operations, ﬁnancial condition or cash ﬂows.

●

On August 22, 2024, a plaintiff ﬁled a complaint in the United States District Court for the Western District of Kentucky

Owensboro Division alleging that the Company’s social casino games are unlawful gambling under Kentucky law. The

lawsuit seeks to recover treble the total of all amounts paid by Kentucky residents to the Company in those games during

the period beginning ﬁve years before the ﬁling of the demand (i.e. August 22, 2019) until the case is resolved. On January

31, 2025, the Company ﬁled a motion to compel arbitration. As of the date of approval of these annual ﬁnancial statements

for issue, the parties are awaiting the judge’s decision. The Company does not agree with the allegations and requests for

relief made in the complaint and believes that there are meritorious legal and factual arguments supporting the Company’s

position. As of the date of approval of these annual ﬁnancial statements for issue, to the best of the Company's knowledge,

the litigation is not expected to have a material impact on the Company's operations, ﬁnancial condition or cash ﬂows.

Except for the abovementioned proceedings, neither the Company nor any of its subsidiaries were, as at December 31, 2023, or

as at the date of approval of these annual ﬁnancial statements, a party to any signiﬁcant court or arbitration proceedings or

before any public authority.

18.

Pledges and collaterals

During the reporting periods and till the date of issuing these ﬁnancial statements the Company did not enter in a pledge or

collateral agreement on its assets.

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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19.

Related party transactions

The table below presents aggregated balances of transactions with related parties during the reporting and comparative

periods.

Related parties

Sales to a

related party

Dividend income

Purchase from a related party

Huuuge Global Ltd

2024

10,543

44,864

2023

6,755

158,972

Huuuge Games Sp. z o.o.

2024

55,958

2023

757

Huuuge UK

2024

2023

476

2024

10,543

100,822

2023

6,760

159,729

478

The table below presents aggregated balances of transactions with related parties during the reporting and comparative

periods.

Related parties

Trade receivables from a

related party

Other receivables from a

related party

Dividend receivables from

a related party

Huuuge Global Ltd

31-Dec-24

710

44,864

31-Dec-23

1,595

10,000

Huuuge UK

31-Dec-24

131

31-Dec-23

139

Total as of December 31,

2024

710

131

44,864

Total as of December 31,

2023

1,734

10,000

There were no outstanding trade payables to related parties as at December 31, 2024 and December 31, 2023.

The Company is the ultimate parent to its Group. Transactions between related parties took place on terms equivalent to those

that apply to transactions concluded on market terms.

The Company purchases certain advertisement services from third parties (mostly Facebook), which are subsequently

recharged to Huuuge Global Limited. For more information, please refer to Note 2.2

Key judgements and estimates

–

Model of

revenue recognition

The Company recognizes revenue when services are transferred to the customer, at a value that reﬂects the price expected by

the entity, in exchange for the transfer of those goods and services.

Therefore, total gross revenue in the years ended December 31, 2024 and December 31, 2023 amounted to USD 10,543

thousand and USD 6,755 thousand respectively.

Cost of re-invoiced sales and marketing services in the year ended December 31, 2024 amounted to USD 9,609 thousand (USD

5,178 thousand in the year ended December 31, 2023), fully netted in the statement of comprehensive income. For more details

regarding revenue generated by game design and stewardship in the total amount of USD 934 thousand in the year ended

December 31, 2024 (USD 1,577 thousand in the year ended December 31, 2023) please refer to Note 3

Revenue and dividend

income.

In addition, related parties’ transactions include transactions with the management of the Company. For more details, please

refer to Note 20

Transactions with management of the Company

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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20.

Transactions with management of the Company

Transactions with management of the Company for the years ended December 31, 2024 and December 31, 2023 were as

follows:

Transactions with management of the Company

Year ended December 31, 2024

Year ended December 31, 2023

Base salaries

1,240

1,905

Bonuses and compensation based on the Group’s

ﬁnancial result for the previous year

562

Share-based payments

350

398

Total

1,590

2,865

On March 7, 2023 the agreement was concluded between the Company and Mr. Rod Cousens, governing his board service and

executive service as co-Chief Executive Oﬃcer of the Company during the current board term, providing for a 12-month early

notice period for termination. This agreement terminated Mr. Rod Cousens’s executive service by mutual agreement, the

Company conﬁrmed Mr. Cousens’s entitlement to payment in lieu of advance notice.

21.

Audit fees

Year ended December 31, 2024

Year ended December 31, 2023

Audit of ﬁnancial statements

258

170

Review of interim ﬁnancial statements

Other services

Total

354

227

Audit of ﬁnancial statements relates to the audit of separate ﬁnancial statements of Huuuge Inc., and the audit of the Group’s

consolidated ﬁnancial statements prepared in accordance with IFRS, as well as the audit of separate ﬁnancial statements of the

Group’s subsidiaries prepared in accordance with local generally accepted accounting principles, to the extent performed by the

Group Auditor. Audit services performed for Huuuge Global Ltd. include standard tax compliance services.

Other services relate to the general tax compliance services, and trainings.

22.

Employment structure

As at December 31, 2024, there were no full-time employees, only contracts with the members of the Board of directors, as well

as Company’s executive management. As at December 31, 2023, there were three full-time employees, contracts with the

members of the Board of directors, as well as executive management.

23.

Subsequent events

After December 31, 2024 and up to the date of approval of these separate ﬁnancial statements for issue no signiﬁcant events

except the following have occurred.

Collective redundancies in the Group

As reported in the current report no No. 3/2025 dated January 16, 2025, with reference to current report No. 2/2025 dated

January 9, 2025 regarding a decision on the intention to carry out collective redundancies informed that, in line with the

provisions of the Polish act on the rules for terminating employment relationships with employees for reasons not related to the

employees (ustawa z dnia 13 marca 2003 roku o szczególnych zasadach rozwiązywania z pracownikami stosunków pracy z

przyczyn niedotyczących pracowników) (the “Act on Redundancies”), Huuuge Games sp. z o.o. (the “Subsidiary”), following a

consultation process with the employee representatives regarding collective redundancies has reached an understanding with

the employee representatives regarding collective redundancies, and has submitted notiﬁcations to the relevant labour oﬃces

on January 16, 2025, thereby commencing the process of collective redundancies.

As of the date of approval of these ﬁnancial statements for issue, collective redundancies in the Group were mostly completed

with a few exceptions. Simultaneously, the Issuer has decided to dissolve subsidiaries in the Netherlands and Finland. As of the

HUUUGE INC.

Separate ﬁnancial statements as at and for the year ended December 31, 2024

(all amounts in tables presented in thousand USD, except where stated otherwise)

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date of approval of these ﬁnancial statements it is expected that the reduction of employment in the Group will cover 29%

persons of the total headcount of the Group.

The ﬁnal data on the impact of the employment restructuring on the ﬁnancial results of the Group will be presented in the

consolidated Q1 2025 report.

Investment in Empire Games Ltd.

The Company in January 2025 made a second tranche payment of USD 500 thousand related to investment in Empire Games

Ltd. (investment described in Note 9

Long-term investments

Dividend paid by Huuuge Global Limited

As presented in the Note 3

Revenue and dividend income

, the outstanding dividend balance from Huuuge Global Ltd., amounting

to USD 20,000 thousand, was received on March 11, 2025, while the remaining USD 24,864 thousand was received on March 21,

2025.

Electronically signed

Wojciech Wronowski

Oﬃcer of Huuuge Inc., CEO

April 16, 2025

HUUUGE INC.

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HUUUGE, INC.

2300 W Sahara Ave.,

Suite #680, Mailbox #32,

Las Vegas, NV 89102

United States of America

CONTACT FOR INVESTORS

ir@huuugegames.com

https://ir.huuugegames.com

http://huuugegames.com