FY 2025 results: bigger loss, tighter balance sheet, still pre-revenue
Beacon Rise Holdings has published full-year numbers to 31 December 2025, and they reflect a SPAC in transition. There was no revenue in the period (not disclosed), while operating costs ramped up ahead of planned acquisitions and an AIM move.
| Metric | 2025 | 2024 |
|---|---|---|
| EBITDA | £(694,061) | £(248,566) |
| Loss before tax | £(694,061) | £(248,566) |
| Earnings per share | (£0.54) | (£0.21) |
| Gross assets | £132,919 | £162,217 |
| Net (liabilities)/assets | £(7,458) | £106,603 |
| Cash | £72,529 | £150,134 |
| Average employees | 6 | 3 |
Where did the money go? Legal and professional fees were the stand-out line at £410,454, reflecting advisory work on AIM admission and M&A prep. Wages and salaries were £147,128, directors’ fees £99,795, and short-term office space £21,115. This is typical for a SPAC shifting into execution mode, but it pushed the company into a small net liabilities position at year end.
AIM listing plan: three healthcare targets lined up
2026 is slated as a pivotal year. Beacon Rise intends to list on AIM as an operating company and complete acquisitions at the same time. Heads of Terms have been signed with three targets across physiotherapy, chiropractic and healthcare education.
Heads of Terms are non-binding outlines of a deal. They signal intent, but they are not completed transactions. The company says the current proposed acquisitions are intended to provide the critical mass to execute its broader strategy of combining healthcare services with education technology.
New leadership and governance groundwork
Beacon Rise beefed up its leadership in 2025: John Parker became Chairman, and a seasoned CFO, Mark Tavener, joined the management team in August before being appointed to the board on 1 January 2026. A COO and CIO were also added to the management bench.
For 2026, the board plans to establish an Audit Committee and a Remuneration and Performance Committee ahead of AIM. The company also highlights plans to develop digital platforms to enhance patient services, public education and operational efficiency post-acquisition. All sensible moves if integration is the aim.
Funding, share issuances and capital reorganisation
- 2025 share issues: 120,000 shares at £1.50 (24 April) and 111,149 at £1.60 (26 September), lifting share premium to £138,356.
- “Shares to be issued” reserve of £222,162 relates to 138,851 shares subscribed and then issued on 19 January 2026 at £1.60.
- March 2026: additional subscriptions raised approximately £250,000, with 138,889 ordinary shares to be issued.
- 12 March 2026: all £1 ordinary shares were sub-divided into £0.0001 ordinary shares and £0.9999 deferred shares; the company’s lifespan was extended by 12 months to 24 March 2027 at a general meeting.
Important caveat: despite forecasting sufficient funds through 30 April 2027 based on committed outflows and potential fund raises, the company states there are no binding agreements for future equity funding. That creates a material uncertainty over going concern until a firmer funding package is locked in.
Loss of capital and liquidity: why it matters
At year end, net liabilities were £7,458. That triggers Section 656 of the Companies Act (when net assets are half or less of called-up share capital), requiring the board to consider actions and convene a general meeting. The report says a meeting will be called in accordance with the requirements; separately, a general meeting took place on 12 March 2026 to extend the company’s life, approve a share capital reorganisation, adopt new articles and authorise the issue of new shares.
In short: cash was £72,529 at year end, and liquidity is tight. Continued operation depends on executing the AIM move, completing acquisitions, and raising further equity on acceptable terms.
Key risks and controls: the pre-revenue realities
- Liquidity risk: heightened. Controls include annual cash flow forecasts and board review, but fresh equity is still needed.
- IT risk: assessed as high, given target sectors. Daily backups, testing and disaster recovery planning are flagged.
- GDPR/data protection: current risk low, but expected to increase post-acquisition in healthcare operations.
- Price risk: exposure to rising professional advisory costs – visible in the 2025 cost base.
- Contingent fees: around £265,000 in success-based advisor fees for the proposed transactions, plus non-audit services from the auditor with expected total fees of £245,000 across 2025-26.
Ownership and board: control and credibility
Founder-CEO Xiaobing Wang holds 59.51% of the shares, with several other holders above 3%. Concentrated ownership can speed decision-making but also concentrates control. The addition of an experienced independent Chair, John Parker, and a public-markets CFO, Mark Tavener, should help with investor confidence and AIM readiness.
Josh’s take: promise with punchy execution risk
This is classic SPAC-to-operator territory. The strategy is clearer now – build a healthcare services group with an education spine – and the company has done the right pre-work on governance and team. Signing three Heads of Terms is encouraging, but until deals are executed and integrated, Beacon Rise remains pre-revenue and inherently high risk.
The positives: upgraded leadership, sharper sector focus, visible pipeline, and incremental funding coming in early 2026. The negatives: losses widened to £694,061, net liabilities at year end, and a formal going concern warning because future funding isn’t yet contracted. Expect dilution with the next raise; the pricing of new shares and the quality and profitability of acquired assets will drive value.
What to watch next in 2026
- AIM admission timing and the contents of the admission document.
- Definitive deal terms: purchase prices, funding mix, historic revenue and EBITDA of the three targets.
- Size and pricing of the next equity raise – and any cornerstone/strategic investors.
- Formation of Audit and Remuneration committees and further board strengthening.
- Integration plan and early KPIs (patient volumes, utilisation, margins) once acquisitions complete.
- Cash runway updates and confirmation of any non-dilutive financing options.
Where to find the source documents
The Annual Report will be available on the company’s website: beaconrise.uk. It will also be uploaded to the FCA’s National Storage Mechanism.
Bottom line: Beacon Rise is gearing up for a make-or-break year. If it lands the acquisitions and lists on AIM with a solid funding package, the story changes quickly. Until then, it’s one for investors comfortable with pre-revenue risk and potential dilution in pursuit of scale.
