Fast-Track Admission to the AQSE Growth Market
Summary by AI BETAClose X
THIS ANNOUNCEMENT, TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE, SHALL BE DEEMED TO CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE AQSE GROWTH MARKET ACCESS RULEBOOK. IT HAS NOT BEEN APPROVED OR REVIEWED BY THE AQUIS STOCK EXCHANGE OR THE FINANCIAL CONDUCT AUTHORITY.
1 September 2025
Astrid Intelligence PLC
(formerly, Cel AI PLC)
("Astrid" or the "Company")
Fast-Track Admission to the Access Segment of the AQSE Growth Market
and
Change of Name to Astrid Intelligence PLC
The Company is pleased to announce that trading of its ordinary shares of £0.001 each ("Shares") consisting of 5,752,423,611 Shares is expected to commence at 8:00am on 1 September 2025 on the Access segment of the AQSE Growth Market ("Admission") under the ticker symbol ASTR and with its existing ISIN number GB00BK964W87, SEDOL number BK964W8 and LEI number 213800IXPX4Z2MKX2U28.
Concurrently, the Company is pleased to announce its change of name to Astrid Intelligence PLC which reflects its new strategic direction and growth ambitions.
About The Company
The Company is a UK-headquartered artificial intelligence company developing autonomous AI agents that deliver personalised wellness and lifestyle recommendations. The Company operates a dedicated subnet on the Bittensor decentralised AI network, an open-source platform where participants share computing power, data and AI models in return for TAO token emissions. Alongside its AI operations, the Company maintains a treasury strategy that holds digital assets as a strategic reserve to support long-term capital resilience. This positions the company among a growing cohort of public companies integrating blockchain-based holdings into corporate treasury management.
The Company established a biosynthetic CBD and CBG retail business and was admitted to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and trading on the London Stock Exchange on 26 February 2021.
During the year of 2024, the directors reviewed the strategy of the Company and decided to pivot within the skincare business and to cease the active management of subsidiaries, including King Tide Carbon Singapore. The decision was made to manage the Company's treasury by making a significant investment in digital assets.
Information pursuant to AQSE Access Rule 6.2
The Company's legal and commercial name is Astrid Intelligence PLC and was incorporated in England and Wales on 25 August 2018 with registered number 11537452 as a public limited company under Companies Act 2006 ("CA 2006").
The Company is registered in and has its principal place of business in the UK. The domicile of the Company is the United Kingdom. The liability of the members is limited to the amount, if any, unpaid on the shares respectively held by them.
The Company's registered office is at 9th Floor 16, Great Queen Street, London, England, WC2B 5DG and the telephone number is 020 3930 1298. The Company's website is https://www.getcel.ai.
The Company has one subsidiary, King Tide Carbon Pte. Ltd., incorporated in Singapore as part of the Company's May 9th, 2023, acquisition. Except for the subsidiary, the Company has no joint ventures or material investments, or any material investments in progress, or any future material investments on which its management bodies have made firm commitments.
The information contained in the Listing Prospectus (February 2021) published in connection with the admission of the Company's Shares to the standard listing segment of the Official List of the London Stock Exchange's Main Market is incorporated by reference to this announcement. The Listing Prospectus is available at: https://www.getcel.ai/investors
Risk Factors Specific to the Company
1. The Company will be exposed to significant volatility in the cryptocurrency market, which may adversely affect its financial position and investor returns
The value of cryptocurrencies has historically experienced significant price volatility over short time periods. A sustained decrease in the market price of cryptocurrencies may materially reduce the Company's net asset value and adversely affect investor confidence and returns. The Company intends to mitigate this risk by retaining a significant cash runway and continuing to generate revenue from its consulting and advisory services that are not market-cycle dependent.
2. The Company will be exposed to compliance risk as a result of operating in the cryptocurrency sector, which is highly regulated. Breach of regulation could result in significant costs and expenses to the Company.
The regulatory treatment of cryptocurrencies and related digital asset activities remains subject to significant variation across jurisdictions and continues to evolve. Future legislative or regulatory changes, or shifts in interpretation or enforcement, could impact the Company's ability to operate as intended or to deploy its yield strategies. Failure to comply with these requirements can result in severe penalties, reputational damage, and loss of business. To mitigate this risk, the Company intends to establish and maintain a robust regulatory compliance framework and proactively review and implement necessary changes arising from the evolving regulatory requirements into its operations.
3. The Company faces material risks related to the custody and security of its cryptocurrency holdings, including loss, theft, and operational failures.
The secure custody of cryptocurrencies is critical to the Company's operations. While the Company will use established custodial infrastructure and security protocols, which include strict access controls, asset segregation and regular audits, there is still a risk of loss or theft due to cyberattacks, technical failures, or human error. Digital assets are inherently vulnerable, and recovery options in the event of loss may be limited. Insurance coverage may not fully compensate for such incidents. The Company will implement regular audits and strong operational controls, but residual risks remain.
4. Risks associated with reverse takeover being triggered in the future may result in suspension or cancellation of the Company's listing.
To accelerate the execution of the business strategy the Board may determine that a transaction is in the best interests of the Company. Whilst the Board, as at the date of this Document, do not envisage undertaking a transaction which would trigger a reverse takeover under the AQSE rules, it may be necessary to undertake such a transaction in the future to remain competitive in the cryptocurrency sector. If such a transaction is undertaken this may have three material impacts and risks for the shareholders of the Company:
1) the transaction will likely trigger a suspension of trading of the Ordinary Shares on the AQSE Exchange and may lead to the cancellation of the Company's listing;
2) there is no guarantee that any such triggering transaction will be completed following due diligence and other pertinent transaction considerations (such as cash-flow modelling) and therefore the abort of such a transaction may result in wasted costs for the Company; and
3) any transaction will likely be funded, at least in part, by the issuance of Ordinary Shares as consideration shares and, accordingly, will be dilutive for the existing shareholders of the Company.
Corporate Governance
Olivia Edwards, Executive Director and Chairperson (Age 27)
Olivia Edwards is an executive and board leader with a strong record in governance, capital markets, and technology-driven enterprise. As Executive Chair of Astrid, Ms. Edwards directs the company's strategic vision at the forefront of artificial intelligence, drawing on her expertise in AI, crypto, and advanced technology sectors.
Ms. Edwards currently serves on the boards of Pioneer AI Foundry Inc., Kua Investments Inc., and Standard Strategies Inc., providing oversight and strategic direction to innovative ventures in digital assets, blockchain infrastructure, and emerging technology markets. Her career includes operational and governance experience, guiding firms through public listings, managing financings, and ensuring regulatory compliance in both Canadian and UK jurisdictions.
She holds a Bachelor's degree in Cognitive Systems-focusing on artificial intelligence-alongside a Master of Management and completion of the Canadian Securities Course, bringing strong financial acumen and technical grounding to each of her roles. Leveraging this multidisciplinary expertise and experience in regulatory and capital market environments, Ms. Edwards is focused on advancing the Company's growth and innovation in the technology sector.
Elliot Fielding, Chief Financial Officer (Age 30)
Elliot qualified as a Chartered Accountant at Deloitte, with experience in Audit and Transaction Services. Elliot has advised clients ranging from large multinational and listed companies to smaller, privately owned and managed operations, in various sectors including cryptocurrency, AI and Technology, amongst others. Currently, he is Managing Partner of Sampson Fielding, a firm of Chartered Accountants and Business Advisors. Elliot is currently CFO of Roundhouse Digital Pte Ltd, and also acted as Finance Director of Flex Labs Inc. on their admission to AQSE in December 2023.
Misha Sher, Non-Executive Director (Age 46)
Misha is a senior marketing executive with over two decades of experience working with leading brands, rights holders and talent. Mr Sher spearheaded the growth of an award-winning sports, entertainment and culture business unit at MediaCom, one of the world's largest media and communications agencies. He has worked with some of the world's largest brands including eBay, Uber, Coca-Cola, P&G, American Airlines, Apple and Toyota on investment in leading cultural properties. He currently serves as NED at the European Sponsorship Association.
Remuneration and Benefits for the year ended 31 August 2024
A summary of the audited remuneration received by the Directors for the year ended 31 August 2024 is set out on page 11 of the 2024 Annual Report ("Annual Report"). The information contained in the Annual Report published by the Company is incorporated by reference to this announcement. The Annual Report is available at: https://www.getcel.ai/investors
Elliot Fielding was appointed on 3 July 2025 with an annual salary of £60,000. He does not receive any benefits in kind.
Related party transactions to 31 August 2024 are set out on page 41 of the Annual Report.
Conflict of Interests
None of the Directors have any material conflicts of interest between any duties owed to the Company and their private interests and/or other duties.
A Director shall not vote on any matter in which he or she has a conflict of interest.
Legal and Arbitration Proceedings
The Company is not nor has been involved in any governmental, legal or arbitration proceedings which may have, or have had during the 12 months preceding the date of this document, a significant effect on the Company's financial position and, so far as the Directors are aware, there are no such proceedings pending or threatened against any member of the Company.
Director Shareholdings and Interest in the Company
A summary of the Directors' beneficial interests in the Company's Shares at [29 August] 2025 (being the latest practical date prior to the issue of this announcement) is set out below:
|
Name |
No. of Ordinary Shares |
% |
|
Olivia Edwards |
403,000,000 |
7.00 |
Details of the warrants held by the directors of the Company.
|
Director |
No. of Warrants |
|
Olivia Edwards |
20,000,000 |
|
Elliot Fielding |
2,500,000 |
|
Misha Sher |
4,000,000 |
Lock-in Agreement
As at the date of this announcement there are no lock-in agreements in place.
Shareholder and Security Holder Information
The following persons, directly or indirectly, have an interest in the Company's capital or voting rights, which is notifiable under English Law:
|
Name |
No. of Ordinary Shares |
% |
|
OAK Securities Limited |
857,686,360 |
14.91 |
|
Olivia Edwards |
403,000,000 |
7.00 |
|
Marallo Pte Ltd (controlled by Michael Edwards) |
325,000,000 |
5.65 |
|
Jub Capital Management LLP |
287,500,000 |
5.00 |
|
Orca Capital AG |
250,000,000 |
4.35 |
|
Peel Hunt LLP |
250,000,000 |
4.35 |
Other than those shares noted above, there are no beneficial shareholders who hold 3% or more of the issued share capital of the Company.
The major shareholders do not have any different voting rights.
The Company has 5,752,423,611 fully paid Shares in issue.
Company's Borrowing, Funding Structure and Financial Position
Following the publication of the Company's Annual Report and the interim accounts for the six months ended 28 February 2025, released on 30 May 2025 (the "Interim Accounts"), there have been material changes to the Company's funding structure.
On 27 June 2025, the Company announced its intention to raise a minimum of £7.5 million through an accelerated bookbuild process. This was followed by an announcement on 30 June 2025 confirming that gross proceeds of £10 million had been successfully raised. On 18 July 2025, the Company announced that the fundraising had been completed (together, the "Placing Announcements").
The information contained in the Placing Announcements and the Interim Accounts is incorporated by reference into this announcement. The Placing Announcements and the Interims Accounts are available at: https://www.getcel.ai/investors.
Enquiries:
|
Company |
|
|
Director Olivia Edwards |
via FSCF |
|
First Sentinel Corporate Finance (FSCF) |
|
|
Corporate Adviser Brian Stockbridge |
+44 7858 888 007 |
|
OAK Securities |
|
|
Corporate Broker Jerry Keen / Calvin Man |
+44 20 3973 3678 / +44 7432 270 007 |
|
Tancredi Intelligent Communication |
|
|
Media Relations Charlie Hobbs Diana Anikina cel.ai@tancredigroup.com |
+44 7897 557 112 +44 7861 430 057 |
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