Half-year Report.

Chairman's statement

I am pleased to present the unaudited condensed interim financial results for the Company for the six months ended 30 June 2025("H1 2025").

The principal activity of the Company is to acquire businesses in the primary and secondary segments of the education technology sectors with further interest in high end service sectors such as the healthcare service sector.

To enable the Company to pursue its principal activities, the Company initiated an Initial Public Offering("IPO")of its securities onto the London Stock Exchange(the "LSE")through a Standard Listing to raise the necessary funds required for the execution of the business strategy. The IPO was successfully completed, and the Company's shares were admitted to trading on the London Stock Exchange's Main Market on 25 March 2022. This listing enables the Company to raise funds for acquisitions which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, scheme of the arrangement, reorganisation or similar business combination of an interest in an operating entity or investment.

Gender analysis

A split of our employees and directors by gender during the period is shown below:

 

As the Company is only in its infancy, gender of the Board is skewed towards males. This does not reflect the attitudes of the Company in any way, and the Directors intend to promote females to the Board as well as the workforce wherever possible.

All the Directors are from minority ethics background.

Developments in the six month period ended 30 June 2025

In the six months ended 30 June 2025, the Board actively oversaw operations, ensured regulatory obligations were met, and initiated key measures to support the Company's long-term direction in the following areas in 2025:

1.Timely and Transparent Regulatory Disclosures

The Company submitted its 2024 annual report on schedule, published formal notices for shareholder meetings, and complied with FCA and LSE regulatory frameworks governing the Company. All information was disclosed transparently through the RNS system and the Company's website, aligning with best practices for corporate governance.

2. Active Governance Through Board and Shareholder Meetings

The Company convened multiple Board meetings and passed resolutions, including issuing 120,000 new ordinary shares equally to two new shareholders and raising £180,000 to support operational funding. A General Meeting("GM")was held in March 2025 to extend the Company's lifecycle by 12 months, providing more time to identify a suitable acquisition target. The Annual General Meeting("AGM")in May 2025 included resolutions to reappoint directors and auditors as well as to authorise the Board to issue a defined number of new ordinary shares until the next AGM. The Company successfully held an additional GM before the end of July 2025, during which shareholders approved the adoption of a new Articles of Association, replacing the previous version.

3. Strategic Focus and Talent Acquisition

The Company maintained a clear strategic focus on higher education, vocational training, edtech, educational content, scientific health literacy, and high-end healthcare services. Initial engagements were made with sector-relevant professionals, and one experienced full-time employee was on-boarded to support preliminary work. The Company also expanded its advisory and executive teams in areas including education, capital markets, M&A, and compliance, reinforcing its operational and strategic capacity. Further recruitment is planned for the second half of 2025("H2 2025"), with all appointments subject to regulatory vetting and corporate governance procedures.

4. Corporate Governance Upgrades and Articles Amendment

The Board initiated a revision of the Company's Articles of Association to align with evolving FCA regulations, aiming to enhance the Company's governance framework and long-term transaction readiness.

5. Successful Completion of Share Issuance

In H1 2025, the Company completed a new share issuance, increasing capital reserves to support strategic initiatives and liquidity. This financing reflects investor confidence and empowers the Board to pursue long term value creation through disciplined capital allocation.

As a SPAC(Special Purpose Acquisition Company)listed on the London Stock Exchange, Beacon Rise Holdings PLC remains committed to identifying and acquiring high-quality target companies with the view to seeking readmission to trading on the London Stock Exchange of the enlarged group.

The Board of Beacon Rise reaffirms its commitment to disciplined execution, transparent governance, and sustainable value creation. Upon the strong operational and regulatory foundation, we established in the first half of 2025, we will continue to deepen our strategic posture, strengthen leadership, and intend to pursue high-quality acquisition targets in education, technology, content, and healthcare in H2 2025.

Following careful discussions by the Board, we have identified the following key areas and directions for our future strategic developments:

1. Ongoing Compliance and M&A Regulatory Alignment

As a SPAC, the Company will continue to maintain strict regulatory compliance for all acquisition activities, ensuring full transparency and adherence to the FCA's and LSE's regulatory regime.

2. Further Talent Acquisition Across Strategic and Operational Roles

Beacon Rise will continue to recruit professionals with expertise in education, health innovation, content technology, and financial governance to strengthen strategic decision-making and post-acquisition integration.

3. Completion of Governance and Articles Revision

The updated Articles of Association will enhance Board stability, improve risk controls, and strengthen shareholder protections. This legal and structural refinement positions the Company more favourably for future expansion and public listings.

4. Exploration of Further Equity Financing Opportunities

Following the success of the previous capital raise, the Company will monitor market conditions and investor appetite for further equity financing to support strategic objectives.

5. High-Potential M&A in Priority Sectors

Beacon Rise will prioritise acquisitions in higher education, vocational training, educational platforms, digital learning content, scientific health education, and premium healthcare services. Target evaluation will emphasise strategic synergy, scalability, and long-term impact.

With the continuous governance refinement, resource expansion, and alignment with long-term market trends, we aim to position the Company as a leading platform for innovation, collaboration, and sustainable performance within the evolving education and healthcare landscape. We commit to all stakeholders that we will contribute to the following areas in a continuous way:

1.   Expanding Acquisition Scope

·      Sector-Focused Acquisition Strategy:

While we will explore opportunities across various sectors, our primary focus will remain on AI, emerging service industries, and educational technology. Our goal is to find a high-growth potential acquisition target that meets the regulatory framework governing UK quoted companies. We will pursue horizontal acquisitions and vertical integrations to achieve business synergy and resource optimisation.

The emphasis will be on identifying firms that can rapidly expand in the market and hold significant competitive advantages.

·      Business Combination Execution:

To enhance the effectiveness of any business combination, we will streamline acquisition processes and strategies, ensuring the quality and suitability of any target companies. Ultimately, we will focus on a single vertical segment, identifying a high-growth potential company that meets the regulatory framework governing UK quoted companies. Any such strategic acquisition, led directly by the Board, is intended to enhance our market position and business capabilities.

2.   Maximizing Shareholder Value and Interests

·      Transparency and Responsibility:

We are committed to maximizing shareholder value through transparent and responsible management. We will maintain clear communication with investors, providing timely updates on strategic and operational developments to build trust and support. We will ensure that shareholders are well-informed about our development plans and strategic direction, thereby increasing investor confidence and support.

·      Investor Relations:

Strengthening communication and interaction with investors is key. We will utilise investor relations management systems and hold regular investor meetings to convey our vision, strategy, and performance, thus improving investor relations management. Investors will be reminded to consider the FCA regulations effective from 29 July 2024 and make informed judgments about our future opportunities and challenges.

·      Operational Security and Quality

Funds Management: Ensuring sufficient operational funds is crucial. We have employed meticulous funds management and risk control practices to maintain stability amidst market fluctuations and uncertainties. Diversified financing channels, including equity financing, debt financing, and internal cash flow, will be used to ensure adequate and stable funding. We aim to ensure that we have the necessary financial resources to pursue our strategic objectives without facing liquidity issues.

·      Compliance Operations:

As a SPAC(Special Purpose Acquisition Company), we strictly adhere to all relevant rules to ensure legal and compliant operational activities. Regular internal audits and risk assessments are conducted to identify and mitigate potential issues, ensuring transparent and standardised operations. We have established a compliance management system, including compliance training, monitoring, and reporting, to ensure operational legality and compliance.

3.   Emphasising Sustainable Development

·      Sustainable Development Strategy:

We are committed to sustainable development, emphasizing low-efficiency energy use and environmental conservation. We will develop and implement a sustainable development strategy to ensure long-term business health. Sustainable development indicators(e.g., Environmental, Social and Governance("ESG"))will be used to evaluate and enhance our sustainability performance. We will publish sustainable development reports to disclose our sustainability performance and achievements to shareholders and the public. We aim to integrate sustainable practices into our business model, ensuring that growth is achieved responsibly.

·      Green Operating Philosophy:

We emphasise efficient resource utilisation and environmental protection and are committed to minimising our environmental impact.

4.   Corporate Social Responsibility

·      Fulfilling Social Responsibility:

We are actively fulfilling our social responsibilities by supporting community development, environmental projects, and educational initiatives. A social responsibility reporting mechanism will be established to regularly disclose our social responsibility efforts. We will continue to enhance environmental protection, resource conservation, and green operations, promoting sustainable development. We aim to be responsible corporate citizens, contributing positively to society.

Risks and uncertainties

The Company has yet to complete an investment or acquisition, and accordingly it has limited trading history. As such, the Company continued to be subject to the risks and uncertainties associated with an early-stage acquisition company.

The Directors are of the opinion that these risks, which were detailed in the published results for the financial period ended 31 December 2024, remain applicable to the Company.

Dividend

At this point of the Company's development, it does not anticipate declaring any dividends in the foreseeable future. Following the Company's inaugural investment or acquisition, the Directors will determine an appropriate dividend policy.

Looking forward, the Company will strictly enforce corporate governance and further strengthen the leadership of the Board of Directors over the Company. We have been actively looking for acquisition targets that can create long-term value for all shareholders and meanwhile we continue to be confident in our potential acquisition opportunities even if the volatility in capital markets continues to cause challenges across the markets.

I would like to take this opportunity to thank the shareholders for their continued support as we build Beacon Rise into a significant organisation.

The Interim Report and directors' responsibility statement were approved by the Board of Directors on 29th August 2025.

Xiaobing Wang

Chairman

29^th August 2025

The Directors confirm, to the best of their knowledge, that these unaudited condensed interim financial statements:

·      have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting'

·      gives a true and fair view of the assets, liabilities, financial position and profit/loss of the Company

·      includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

·      includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.