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Confirmation of Adelicious Acquisition Earn Out
Audioboom Group plc has confirmed the quantum of deferred and contingent consideration for its Adelicious acquisition, with Adelicious achieving £5.5 million in revenue for 2025, resulting in a £0.9 million deferred consideration payment. This payment will be split between £0.54 million in cash and £0.36 million in 81,279 new ordinary shares issued at £4.44 each. No contingent consideration is payable as the minimum guarantee threshold for a specific podcast was not met. A total of £437,500 remains in escrow for year two performance of the podcast contract. Following the share issuance, Audioboom's total ordinary share capital will be 18,114,267. Disclaimer*
About this update from Audioboom Group Plc
Audioboom Group plc ("Audioboom", the "Group" or the "Company") Confirmation of Adelicious Acquisition Earn Out Audioboom (AIM: BOOM), the leading global podcast company, announces that it has now confirmed the quantum of the deferred consideration and the contingent consideration payable in connection with its acquisition of Adelicious Ltd ("Adelicious"), which completed on 22 July 2025 (the "Acquisition"). Deferred Consideration As set out in the original announcement of the Acquisition dated 16 July 2025, the deferred consideration of up to £3.0 million was conditional on Adelicious achieving certain revenue targets for the calendar year ended 31 December 2025, payable on a sliding scale pro-rata basis should Adelicious achieve total revenue between £4.4 million and £8.0 million, excluding revenue from a specific podcast which was the subject of potential contingent consideration, further details of which are set out below. The Company confirms that Adelicious achieved total revenue on the above basis of £5.5 million for the calendar year ended 31 December 2025, resulting in a deferred consideration of £0.9 million (the "Confirmed Deferred Consideration"). This represents 30% of the maximum deferred consideration payable. The Confirmed Deferred Consideration of £0.9 million will be settled as follows: - 60% (£0.54 million) in cash, to be paid in June 2026 (subject to the withholding of a proportion in escrow as noted below); - 40% (£0.36 million) in new ordinary shares of no-par value in the Company ("Ordinary Shares"). The new Ordinary Shares issued in satisfaction of the Confirmed Deferred Consideration will be issued at a price of £4.44 per share, being the 90-day VWAP of Audioboom prior to the date the letter of intent was signed on 15 May 2025, and these will be subject to the same 1-year lock-in from completion of the Acquisition and further 1-year orderly market agreement as applies to the Ordinary Shares which were issued as part of the initial consideration. This will result in the issue of 81,279 new Ordinary Shares. Contingent Consideration As set out in the original announcement, a contingent consideration of up to £2.5 million ("Contingent Consideration") was conditional on the annual revenue share generated by a specific Adelicious podcast equalling or exce...
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