iStep Learning plc

What the company does

iStep Learning plc owns, operates and manages nursery centers in the United Kingdom under nine brands. The company provides care and education to children from three months to five years of age through nursery centers that hold their own Ofsted registrations and follow its operational, safeguarding and quality standards. It also owns a minority equity interest in DPS Education Limited, which operates a specialist educational needs and disabilities school in Lincolnshire, England.

Use of proceeds

The company intends to use the net proceeds from the offering, together with existing cash and cash equivalents, to fund the consideration expected to be payable upon completion of the Grolife Acquisition and its first deferred consideration payment, fund the proposed Bright Eyes Acquisition, pay outstanding acquisition-related legal expenses, and fund working capital and general corporate purposes.

Underwriters

Extracted from F-1 0001213900-26-110742, filed Oct 19, 2026 and verified against that filing text.

Key risk factors

• No public trading market

  “No assurance can be given that our application will be approved or that a trading market for our ordinary shares, will develop.”

• Listing acceptance required

  “This offering will not proceed unless our ordinary shares are accepted for listing on the NYSE American.”

• Grolife financing risk

  “our ability to finance the Grolife Acquisition as planned, including our ability to consummate this offering and to fund the deferred consideration when due;”

• Acquisition benefits and synergies

  “the ability to recognize the anticipated benefits and synergies of the Grolife Acquisition, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;”

• Acquisition integration costs

  “costs related to the Grolife Acquisition and the subsequent integration of Grolife;”

• Education demand changes

  “our ability to address changes in the demand for early years education and specialist education services;”

• Educator retention

  “our ability to hire and retain qualified educators, management, employees, and maintain strong employee engagement;”

• Policy and budget changes

  “changes in United Kingdom childcare and education spending policies and budget priorities;”