Supply@ME Capital : Second Supplementary Prospectus to the Prospectus dated 3 October 2022 and First Supplementary Prospectus dated 4 May 2023

This document comprises a supplementary prospectus (the "Second Supplementary Prospectus") for the purposes of Article 3 of Regulation (EU) 2017/1129, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland ("United Kingdom" or "UK") by virtue of European Union (Withdrawal) Act 2018 ("EUWA") ("UK Prospectus Regulation") relating to Supply@ME Capital plc (the "Company") prepared in accordance with the prospectus regulation rules ("Prospectus Regulation Rules") of the UK Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and Markets Act 2000 ("FSMA").

This Second Supplementary Prospectus has been approved by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Second Supplementary Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Company and of the quality of the ordinary shares of nominal value £0.00002 each in the capital of the Company (the "Ordinary Shares") that are the subject of this Second Supplementary Prospectus. Investors should make their own assessment as to the suitability of investing in the Ordinary Shares.

This Second Supplementary Prospectus has been filed with the FCA and will be made available to the public in accordance with Rule 3.2 of the Prospectus Regulation Rules.

This Second Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus for the purposes of Article 3 of the UK Prospectus Regulation published by the Company on 3 October 2022 (the "Prospectus") and the first supplementary prospectus to the Prospectus published by the Company on 4 May 2023 (the "First Supplementary Prospectus").

Except as stated in this Second Supplementary Prospectus, or unless the context otherwise requires, the capitalised terms used or referred to in the Prospectus (as supplemented by the First Supplementary Prospectus) also apply in this Second Supplementary Prospectus.

The Company's entire issued share capital comprising 61,157,163,350 existing Ordinary Shares ("Existing Ordinary Shares") as at the date of this Second Supplementary Prospectus is admitted to a Standard Listing and to trading on the Main Market.

As at date of this Second Supplementary Prospectus, 235,751,597 Open Offer Warrants, 961,832,433 Mercator Warrants, and 8,175,000,000 Venus Warrants remain outstanding, which would require, if exercised in full, the Company to issue and allot up to a maximum of 9,372,584,030 Further Admission Shares.

This Second Supplementary Prospectus is being published to allow for, following any relevant exercise event(s) from time to time, Further Admission of any Further Admission Shares.

The Company and the Directors, whose names appear on page 21 of this Second Supplementary Prospectus, accept responsibility for the information contained in this Second Supplementary Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Second Supplementary Prospectus is in accordance with the facts and this Second Supplementary Prospectus make no omission likely to affect its import.

Supply@ME Capital plc

(Incorporated and registered in England & Wales with company number 03936915)

Second Supplementary Prospectus

This Second Supplementary Prospectus does not constitute an offer to sell or an invitation to purchase or subscribe for, or the solicitation of an offer or invitation to purchase or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The distribution of this Second Supplementary Prospectus in or into jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this Second Supplementary Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

None of the Ordinary Shares have been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the Ordinary Shares or the accuracy or the adequacy of this Second Supplementary Prospectus. Any representation to the contrary is a criminal offence in the United States.

Neither the Company nor any of its representatives is making any representation to any investor of any securities regarding the legality of an investment in any of the Company's securities by such investor under the laws applicable to such investor. The contents of this Second Supplementary Prospectus should not be construed as legal, financial or tax advice. Each investor should consult their own legal, financial or tax adviser for legal, financial or tax advice.

Unless specifically incorporated by reference in this Second Supplementary Prospectus, neither the content of the Company's website (https://www.supplymecapital.com/) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Second Supplementary Prospectus.

The date of this Second Supplementary Prospectus is 30 June 2023.

1. INTRODUCTION

The publication of this Second Supplementary Prospectus is a regulatory requirement under the UK Prospectus Regulation and the Prospectus Regulation Rules 3.4.1 and 3.4.2 and section 87G of FSMA.

This Second Supplementary Prospectus is being published because there is a significant new factor concerning the information in the Prospectus, as described in paragraph 2 below (the "Significant New Factor").

2. SIGNIFICANT NEW FACTOR - THE TRADEFLOW RESTRUCTURING

On 30 June 2023, the Company announced by way of an RIS announcement that it will restructure its ownership of TradeFlow Capital Management Pte. Limited ("TradeFlow") to better serve the needs of the Company's client companies and funders of both businesses, and to create value for Shareholders (the "TradeFlow Restructuring").

Background

Original strategic positioning

Pursuant to the TradeFlow Acquisition Agreement between the Company and the then shareholders of TradeFlow, dated 21 May 2021, the Company acquired TradeFlow on 1 July 2021 for a total accounting consideration of £7.1 million, split between cash consideration of £4.0 million and £3.1 million in equity consideration.

The TradeFlow Acquisition enabled the Group to further its offering for the supply chain industry by enabling the Company to design an end-to-end IM service, including monetising of both inventory "in-transit" inventory (initially, commodities), and warehoused goods.

Market evolution

In recent months, the Board has noted an evolution in the regulation of the fund management industry. The Monetary Authority of Singapore (MAS), Singapore's financial regulator, has approved that TradeFlow should separate its licensed fund management activities from the rest of the TradeFlow business.

In light of these market developments, the Company and TradeFlow have mutually agreed that it is in the best interests of Shareholders to separate the Platform (fintech business) from the fund management activities (regulated business), in order to clarify the Group's market position and improve the growth prospects for both businesses.

This separation is expected to create value for Shareholders by eliminating any perception of conflicts of interest between the two businesses and providing both businesses with greater commercial opportunities through the clear differentiation of responsibilities of the individual entities.

The Company has also agreed to trigger the liquidation process of the Global Inventory Fund ("GIF"), being the two segregated portfolios funds currently owned by Apex Group and advised by TradeFlow. The Company has identified an alternative structure for the management of the Stock Companies, the trading companies which undertake the IM transactions utilising the Platform. This alternative structure is in line with recent market practices regarding the management of similar trading businesses and will ensure seamless business continuity. The Company will update the market in due course.

Continuing benefits

In addition to responding to the market evolution, the Directors believe that the separation of the Company and TradeFlow will be in the best interests of both entities as both businesses will continue to benefit from the separate focus and domain expertise. In order to leverage the TradeFlow eco-system of partners, TradeFlow will licence and make available the Company's IM solution as a white-label offering to potential third-party asset managers/inventory funders in the APAC region.

TradeFlow Restructuring

The Company has entered into the following transaction documents with each of Dr. Thomas (Tom) James and John Collis (the "Buyers") relating to the TradeFlow Restructuring, which is expected to complete on or around 30 June 2023 ("Completion"). As announced on 24 March 2023, the Buyers resigned from the Board.

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TradeFlow Restructuring SPA

Pursuant to the terms of an English law governed share purchase agreement between the Company and the Buyers, dated 30 June 2023 ("TradeFlow Restructuring SPA"), the Company agreed to sell 81% of TradeFlow's issued share capital (the "Sale Shares") to the Buyers, and the Company will retain 19% of TradeFlow's issued share capital (the "Minority Shares").

The total consideration payable by the Buyers under the TradeFlow Restructuring SPA for the Sale Shares is £14,386,100 (the "Cash Quantum").

Of the Cash Quantum, £12,386,100 will be netted off against potential future amounts owed by the Company to the Buyers under an earn-out side letter entered into by the Company and the Buyers in connection with the TradeFlow Acquisition Agreement in May 2021 (the "Earn-OutSide Letter"). The remaining £2,000,000 of the Cash Quantum has been novated from the Buyers to TAG on the terms of a novation deed entered into between the Company, the Buyers and TAG (see "Debt Novation Deed" below).

The TradeFlow Restructuring SPA contains:

• an "anti-embarrassment" clause, such that, if there is a change of control of TradeFlow in the two-year period from the date of TradeFlow Restructuring SPA as a result of a further sale of the Sale Shares by the Buyers, the Company may be due a proportionate additional amount of consideration from the Buyers; and
• an acknowledgment by each of the parties thereto that the TradeFlow Restructuring SPA supersedes and extinguishes any of the rights or obligations set out in the Earn-Out Side Letter, which is deemed terminated upon completion of the TradeFlow restructuring without any further liability for any of the parties to the Earn-Out Side Letter.

The Company gave limited warranties to the Buyer concerning title, capacity, and its ability to transfer the Sale Shares.

The TradeFlow Restructuring SPA also contains a call option granted by the Company to the Buyers, which will allow the Buyers to purchase the Minority Shares from the Company (the "Call Option"). The Call Option is exercisable over a maximum of three tranches. The amount payable on exercise of the Call Option will be calculated with reference to the higher of twice the implied valuation of the Cash Quantum and twice the then fair market value of TradeFlow determined by an independent valuer. In the event that there is a change of control of the Company, the amount payable on exercise of the Call Option will be 90% of the then fair market value.

Debt Novation Deed

Pursuant to the terms of an English law governed debt novation deed entered into between the Company, the Buyers and TAG on 30 June 2023 (the "Debt Novation Deed"), £2,000,000 of the Cash Quantum owed by the Buyers to the Company was acquired by TAG (the "TAG Amount") by way of novation.

Pursuant to the Debt Novation Deed, TAG has agreed with the Company to settle the TAG Amount in three tranches:

• £500,000 on 30 June 2023;
• £1,000,000 on 30 September 2023; and
• £500,000 on 31 January 2024.

TAG is ultimately beneficially wholly-owned and controlled by its sole director, Alessandro Zamboni, Chief Executive Officer of the Company.

The entry by the Company and TAG into the Debt Novation Deed constitutes a material related party transaction for the purposes of DTR 7.3 and was, accordingly, voted upon by the independent Directors (being the Board other than Alessandro Zamboni, who constituted a "related party" (as such term is defined in IFRS)) (the "Independent Directors").

In exchange for acquiring the TAG Amount from the Buyers, TAG has agreed to acquire 1,026,525,520 Ordinary Shares from the Buyers at a deemed price per Ordinary Share of 0.195 pence, being 50% above the closing price on 29 June 2023 of 0.13 pence per Ordinary Share. The acquisition of the 1,026,525,520 existing Ordinary Shares by TAG from the Buyers will not create any dilution to existing Shareholders.

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The Debt Novation Deed comprises a material related party transaction under DTR 7.3, and the Independent Directors consider the entry by the Company into the Debt Novation Deed as a material related party transaction to be fair and reasonable from the perspective of the Company and its Shareholders who are not related parties.

Platform Licence Agreement

The Group and TradeFlow have also entered into an Italian law governed Platform licence agreement between NewCoTech and TradeFlow, dated 30 June 2023 (the "Platform Licence Agreement"). Pursuant to the Platform Licence Agreement, TradeFlow has been granted a non-exclusivewhite-label licence for an initial three-year period to use the Group's proprietary web-based technology Platform limited to the APAC region. The consideration for which is a payment by TradeFlow to NewCoTech of £1,000,000 over the duration of the initial three-year period.

Deed of Amendment to TAG Unsecured Working Capital Loan Agreement

On 30 June 2023, the Company and TAG entered into an English law governed deed of amendment to the TAG Unsecured Working Capital Loan Agreement (the "Deed of Amendment to TAG Unsecured Working Capital Loan Agreement"), which amended and restated clause 2.2 of the TAG Unsecured Working Capital Loan Agreement, confirming that the obligations of TAG to pay, pursuant to clause 2.1 thereof, to the Company up to £2,000,000 in multiple tranches, with the final tranche being payable by 31 January 2024, shall be netted-off against the TAG Amount. The resulting impact of the Deed of Amendment to TAG Unsecured Working Capital Loan Agreement is:

• to reduce the amount drawable by the Company from TAG pursuant to the TAG Unsecured Working Capital Loan Agreement to an amount of up to £800,000 payable by TAG to the Company by 21 July 2023, save to the extent that prior to 21 July 2023, as specified in the TAG Unsecured Working Capital Loan Agreement, the Company receives unrestricted cash amounts from the exercise of any outstanding Warrants and/or alternative equity, debt or hybrid financing and such unrestricted cash amounts are in the opinion of the Board sufficient to enable the Company to meet the Group's working capital obligations under the Prospectus Regulation Rules; and
• to replace the remaining £2,000,000 from the TAG Unsecured Working Capital Loan Agreement, also payable in multiple tranches, with the same amount payable to the Company by TAG in accordance with the Debt Novation Deed. The TAG Amount will not be repayable by the Company and will not incur interest.

The entry by the Company and TAG into the Deed of Amendment to TAG Unsecured Working Capital Loan Agreement constitutes a material related party transaction for the purposes of DTR 7.3 and was, accordingly, voted upon by the Independent Directors.

The Deed of Amendment to TAG Unsecured Working Capital Loan Agreement comprises a material related party transaction under DTR 7.3, and the Independent Directors consider the entry by the Company into the Debt Novation Deed as a material related party transaction to be fair and reasonable from the perspective of the Company and its Shareholders who are not related parties.

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3. SUMMARY

The following elements set out in the "Summary" on pages 1 - 7 of the Prospectus are hereby deleted and replaced by the following:

Principal	The Group is an independent fintech business providing an innovative proprietary Inventory Monetisation© ("IM") service to companies in a wide
activities	range of industrial sectors utilising a platform, which comprises a unique combination of software modules, exponential technology components
	(such as artificial intelligence ("AI"), internet of things ("IoT") and blockchain), dedicated legal and accounting frameworks and business
	rules/methodologies delivered via a hybrid information and communications technology architecture (the "Platform"). The Company is the holding
	company of the Group which, as at the date of this Second Supplementary Prospectus, comprises:
		Entity 1	Country of	Registered	Percentage ownership
			incorporation	address
		Supply@ME Italy 2	Italy	Via Giosue Carducci 36, 20123 Milano,	100%
				Italy
		Supply@ME Stock Company 2 S.r.l.	Italy	Via Giosue Carducci 36, 20123 Milano,	100% (held indirectly via
				Italy	Supply@ME Italy)
		Supply@ME Stock Company 3 S.r.l.	Italy	Via Giosue Carducci 36, 20123 Milano,	100% (held indirectly via
				Italy	Supply@ME Italy)
		Supply@ME Technologies S.r.l.	Italy	Via Giosue Carducci 36, 20123 Milano,	100%
		("NewCoTech") 3		Italy
		Supply@ME Limited	England & Wales	27/28 Eastcastle Street, London W1W	100%
				8DH, United Kingdom
	1 On 30 June 2023, the Company entered into an English law governed share purchase agreement with Dr. Thomas (Tom) James and John Collis,
	former Directors (the "Buyers"), pursuant to which, the Company sold 81% of the issued share capital of TradeFlow (the "TradeFlow
	Restructuring") (the "TradeFlow Restructuring SPA"). Completion of the TradeFlow Restructuring which shall take place on 30 June 2023
	("Completion").
	2 Supply@ME Italy is the Group's operating subsidiary currently engaged in IM activities.
	3 Incorporated by the Company in Italy on 25 March 2022 for the purpose of holding the Group's intellectual property rights relating to the Platform
	together with future developments in a dedicated entity.
Selected key	The unaudited consolidated pro forma financial information of the Group (the "Pro Forma Financial Information") has been prepared on the basis
pro forma	described and in accordance with the requirement of item 18.4 of Annex 1 and Annex 20 of the Prospectus Regulation Rules, to illustrate the effects
financial	of:
information	•	the TradeFlow Restructuring;
	•	the issue and allotment of new Ordinary Shares under the Initial Tranche and the Secondary Tranche of the Subscription; and
	•	the estimated expenses associated with the TradeFlow Restructuring,
	on the assets, liabilities, equity of the Group had they occurred on 31 December 2022 and on its earnings for the six months then ended.

Pro forma Statement of Net Assets / (Liabilities)

									Unaudited
	The Group								pro forma
								net assets of
	as at 31		Adjustments for the
			Other adjustments		the Group as
	December		TradeFlow Restructuring
						at 31
	2022
								December
									2022
							Issue and
				Adjustments		Estimated	allotment of new
					Ordinary shares
			Removal of	relating to		expenses
				under the Initial
			TradeFlow	retained 19%		associated the
				Tranche and the
			net assets	investment in		TradeFlow
				Secondary
				TradeFlow		Restructuring
					Tranche of the
							Subscription
	Audited		Unaudited	Unaudited		Unaudited	Unaudited		Unaudited
	£ '000		£ '000	£ '000		£ '000	£ '000		£ '000
	Note 1		Note 2	Note 3		Note 4	Note 5		Note 6
Non-current
assets
Tangible assets	7	-	-	-	-	7
Other non-current
assets	19	-	352	-	-	371
Total non-current
assets	26	-	352	-	-	378
Current assets
Trade and other
receivables	1,219	-	2,000	22	-	3,241
Cash and cash
equivalents	257		-	-	-	2,138		2,395
	1,476	-	2,000	22	2,138	5,636
Assets of disposal
group held for sale	6,844	(6,844)	-	-	-	-
Total current
assets	8,320		(6,844)	2,000	22	2,138		5,636
Total assets	8,346	(6,844)	2,352	22	2,138	6,014
Current liabilities
Trade and other
payables	4,587	-	-	132	-		4,719
	4,587	-	-	132	-	4,719
Liabilities of
disposal group held
for sale	4,561	(4,561)	-	-	-	-
Total current
liabilities	9,148	(4,561)	-	132	-	4,719
Net current
(liabilities)/assets	(828)	(2,283)	2,000	(110)	2,138	917

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