sundae_bar
Two-Sided AI Agent Marketplace

Sundae Bar Plc is a company developing a dynamic platform named sundae_bar that serves as a marketplace for AI agents, enabling AI developers to market, manage, and sell their agents. This platform intends to provide essential tools for creating, customising, and monetizing AI agents, in order to offer a full-service solution for AI creators similar to how e-commerce platforms empower e-commerce entrepreneurs.

Corporate Details

Overview

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Sundae Bar Plc (previously named Kondor AI PLC until change of name effective from 7 May 2025), incorporated on 1 November 2021 and registered in England and Wales under the Companies Act 2006 with company number 13714088.

Registered Office:
Salisbury House, London WallLondon EC2M 5PS, United Kingdom

The Company is subject to the UK Takeover Code.

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

ISIN: GB00BRXKJ754
SEDOL: BRXKJ75
LEI: 984500EF5CD7E658D446

Share Price Information and Significant Shareholders

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Number of Ordinary Shares in issue: 380,399,878
Percent of securities in public hands: 38.63%

Outstanding Warrants: 70,300,500
28.08% dilution upon full exercise of warrants

Shareholders (over 5%):
Toro Consulting Ltd*: 60,817,600 ordinary shares [15.99%]
Marallo Holdings Inc: 57,118,400 ordinary shares [15.02%]
Fidelio Partners Pte Ltd.: 31,817,600 ordinary shares [8.36%]
Crowdform Ltd: 20,869,779 ordinary shares [5.49%]

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


Director Shareholding:
Toro Consulting Ltd *: 60,817,600 ordinary shares. 26,000,000 warrants.
Benjamin Sampson: 500,000 ordinary shares. 2,000,000 warrants.
Jill Kenney: 0 ordinary shares. 2,000,000 warrants.
James Shepherd: 0 ordinary shares. 0 warrants

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


There are no restrictions on the transfer of Ordinary Shares.

Advisors

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English law legal advisers to the Company
Fladgate LLP
16 Great Queen St
London WC2B 5DG

Aquis Corporate Adviser to the Company
First Sentinel Corporate Finance Limited
Ground Floor, 72 Charlotte Street
London W1T 4QQ

Reporting Accountants to the Company
Kreston Reeves LLP
168 Shoreditch High St, London E1 6RA

UK Registrars and Depositary
Neville Registrars Ltd
Neville House, Steelpark Rd, Halesowen B62 8HD

Joint Broker to the Company  
Clear Capital Markets Limited
12th Floor Broadgate Tower, 20 Primrose Street
London, EC2A 2EW

Corporate Governance

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The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.

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

‍The Board has established an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee is chaired by Nic Hellyer and its other member is Jill Kenney. The Audit and Risk Committee will meet at least twice a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company's risk assessment and internal control processes, and to review the Company’s internal financial controls and the Company’s internal control and risk management systems.

The remuneration committee, which comprises Jill Kenney and Jonathan Bixby, is responsible for the review and recommendation of the scale and structure of remuneration for the Company's senior executives, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Jill Kenney and will meet at least once a year.

The Aquis Rule Compliance Committee, which will comprise Jonathan Bixby and Benjamin Sampson, will meet not less than twice a year. The Aquis Rule Compliance Committee is chaired by Jonathan Bixby.

The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.


Share Dealing Code
The Company has adopted the Share Dealing Code for dealings in its securities by Directors and certain employees which is appropriate for a company whose shares are traded on the Access segment of the Aquis Stock Exchange Growth Market. This will constitute the Company's share dealing policy for the purpose of compliance with the UK Market Abuse Regulation and the relevant part of the Aquis Stock Exchange Access Rulebook.

It should be noted that MAR and the insider dealing legislation set out in the UK Criminal Justice Act 1993 will apply to the Company and dealings in Ordinary Shares.

Investor Enquiries

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First Sentinel Corporate Finance Ltd020 3855 5551

Company Documents

Financial Statements

Press Releases

Directors

Jonathan Bixby

Non-Executive Chairman

Jonathan has significant experience in quoted companies, and in the technology and networking sectors, and in particular was a founder and major investor in Argo Blockchain (ARB), Guild Esports (GILD), Cellular Goods (CBX) (now renamed Cel AI Plc (CLAI)) and Cykel AI PLC – all listed on the London Stock Exchange. Jonathan is also the Chairman of File Forge Technology PLC and Phoenix Digital Assets PLC (formerly NFT Investments) – both listed on the AQUIS market. He was recently appointed as an Executive Director Head of Technology Projects of AIM listed Tiger Royalties and Investments Plc. Jonathan has extensive experience in technology companies and capital raising. Similarly, Jonathan has advised a number of technology companies in North America. Prior to this, Jonathan was a founder, board member and investor in TSX listed East Side Games (EAGR.TO), and North American companies, Koho Financial and Blue Mesa Health (sold to Virgin Pulse). Previous to this, Jonathan was the CEO of Strangeloop Networks (2006-2013), a networking company which focused on providing hardware appliances in data centres to speed up web-based properties.

Jill Kenney

Executive Director and CEO

Jill is a senior omnichannel marketing expert and technology startup entrepreneur with over 20 years of experience working with global brands driving their customer and audience-centric strategies and brand building campaigns. Until recently she was the CEO of Paidia eSports Inc., a women-led gaming, tech and media company that creates sophisticated technology products and impactful marketing solutions for esports participants and video game players. Prior to joining Paidia eSports Inc., Jill was the Head of Media Network of Red Bull Canada (2019-2021), leading the team responsible for the development of media initiatives across multiple platforms in gaming, sports and culture having been Director of Communications at Red Bull Canada 2018-2019 and before that a PR Consultant at Fresh Public Relations in Canada since 2010. Jill holds a BA in International Development from University of King’s College/Dalhousie University and a Post Graduate Diploma in Business management from Capilano University.

Benjamin Sampson

Chief Financial Officer (part-time)

Benjamin Sampson is Managing Partner at Sampson Fielding Ltd and Chief Executive Officer of Accounting Flow Ltd. Ben is a Chartered Accountant (ICAEW) with experience in taxation, financial compliance and advisory services to small and medium-sized firms. Ben has significant experience working with start-ups, assisting company founders grow their businesses. Ben has experience in various sectors, including but not limited to private equity, technology and marketing.

Luke Cairns

Independent Non-Executive Director

Mr Cairns has over 25 years of experience working with SMEs as both an adviser and director. He was previously Head of Corporate Finance and Managing Director at Northland Capital Partners, a former nominated adviser and broker, and has worked with many growth companies across several sectors and regions on a wide range of transactions, including IPOs, secondary fundraisings, corporate restructurings, and takeovers. Subsequently Mr Cairns set up his own consultancy, LSC Advisory Ltd, working hands on with growth companies. He currently serves as part time Executive Director of AIM traded N4 Pharma plc, a specialist pharmaceutical company, and as a Non-Executive Director of AIM traded Seed Innovations Limited.

James Shepherd

Independent Non-Executive Director

James who is based in Cambridge is an award winning creative executive. As the head of the nDreams Studio he was responsible for delivering cutting edge VR products, Ghostbusters: Rise of the Ghost Lord, Synapse, Fracked and Far Cry: Dive into Insanity. Previously at Microsoft he ran the key Xbox One and Xbox live games community Upload, generating a 6.5 million user base, and over 10 million views in the 12 months launch window. At Sony he had over 5 years’ experience as director of a multi-project development studio, releasing triple ‘A’ products on all PlayStation platforms, equally at home with production and creative issues; directing the vision, strategic planning and delivery on a diverse range of game and non-game projects such as Upload, Heavenly Sword, Play-TV, LittleBigPlanet PSP and Killzone VITA. He has previously held roles including Head of Studio at nDreams Studio in Farnborough, Design Lead LEGO: Creative Play Lab in London and Cambridge, CEO and Co-founder Cypherdelic Limited in Cambridge, Executive Producer: Soho Productions, Microsoft Studios in London and Studio Director: WWS Sony Cambridge. James obtained a BA in Fine Art from the University of Newcastle-Upon-Tyne and an MA from Bournemouth University in 3D Computer Visualization.