Interim Results
Summary by AI BETAClose X
This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
27 March 2026
B HODL Plc
("B HODL" or "The Company")
Interim Results for the Six Months Ended 31 December 2025
B HODL Plc (AQSE: HODL | OTCQB: HODLF | FRA: F5S), the first British company founded for Bitcoin accumulation and revenue generation from the Bitcoin in its treasury, announces its interim results for the six months ended 31 December 2025, marking the Company's first reporting period as a publicly listed treasury company. The period reflects the successful execution of the Company's strategy, with continued Bitcoin accumulation, the establishment of Lightning Network operations and the generation of early-stage revenue from its treasury and infrastructure activities.
Highlights
• Net assets of £11.67 million as at 31 December 2025
• Bitcoin treasury of 158.32 BTC, increasing to 164. 487 BTC post-period
• Bitcoin per share of 112.87 sats, increasing to 116.85 sats per share post-period
• Revenue of £13,996 for the six months ended 31 December 2025, representing approximately three months of post-IPO activity
• Cash and cash equivalents of approximately £1.68 million as at 31 December 2025.
• 0.387 Bitcoin generated through active yield activities at the date of this announcement
Bitcoin Treasury Position
As at 31 December 2025, the Company held 158.32 Bitcoin as part of its treasury strategy. Following additional Bitcoin purchases completed after the period end, the Company holds 164.487 Bitcoin as at the date of this announcement.
The Company progressively deployed fiat cash raised at IPO into Bitcoin in line with its strategy. As a result, Bitcoin per share had reached 112.87 sats per share as at 31 December 2025 and has increased further to 116.85 sats per share following additional purchases after the period end. This reflects the Company's focus on increasing Bitcoin exposure on a per-share basis over time.
The Board believes this disciplined approach positions the Company to increase Bitcoin exposure per share while developing additional Bitcoin-native revenue streams over time.
Operational Review
During the period the Company continued to develop its Bitcoin treasury strategy and the infrastructure supporting its Bitcoin-based operations.
Revenue during the period was generated through a combination of treasury-related activities, liquidity provision and network operations associated with the Bitcoin ecosystem, including Lightning Network routing operations.
The Company has successfully initiated its Lightning Network routing operations, with node infrastructure actively facilitating transactions across the network and generating routing fees.
The Board also continued to evaluate additional opportunities to deploy treasury assets in ways designed to enhance Bitcoin-denominated returns while maintaining prudent risk management. Commercial discussions in relation to additional revenue-generating activities remain ongoing.
Cost Discipline
The Company continues to operate with a lean organisational structure and a disciplined cost base monitoring operating expenses carefully to maximise the proportion of capital that can be allocated to Bitcoin treasury growth and revenue-generating infrastructure. This disciplined approach ensures that a greater proportion of shareholder capital is directed toward Bitcoin accumulation and revenue generation rather than overhead.
Results
For the six months ended 31 December 2025 the Company reported revenue of £13,996 and operating expenses of £308,829, equivalent to approximately £51,000 per month. The Company was admitted to trading on 22 September 2025 and therefore revenue generation reflects approximately three months of post-admission activity during the period. After taking into account revenue generated during the period, this represents a net operating outflow of approximately £49,000 per month.
The Company reported a net loss of £4.12 million for the period, reflecting the early-stage development of the Company's Bitcoin treasury and revenue-generating activities, with the majority of the loss arising from non-cash revaluation movements in the Company's Bitcoin holdings.
As at 31 December 2025 the Company reported net assets of £11.67 million.
Outlook
The Board remains focused on the continued execution of the Company's Bitcoin treasury strategy and the expansion of its Bitcoin infrastructure activities.
The Company intends to continue accumulating Bitcoin over time while developing revenue-generating activities within the Bitcoin ecosystem.
The Board believes that this strategy provides a foundation for long-term growth while maintaining a disciplined balance sheet and prudent capital management.
Commenting, Danny Scott, Chief Bitcoin Officer, said:
"We're really pleased with the progress we've made internally with Lightning. We have started strong, proving that there is not only yield already to be made through Lightning, but that it is consistent and growing steadily.
Public data also shows the Lightning Network itself continuing to expand, with network capacity increasing from roughly 4,500 BTC in early 2025 to more than 5,500 BTC during 2025.
Industry research indicates that Lightning payment volumes have more than doubled since 2022 as global adoption of the network continues to accelerate, while recent announcements by major payment platforms integrating the Lightning Network demonstrate that commercial adoption is continuing at pace.
We've also made incredible progress internally on our infrastructure, putting many of the foundations in place that will support our future plans."
The Directors of B HODL Plc take responsibility for this announcement.
For further information, please contact:
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B HODL |
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Freddie New, Chief Executive |
comms@bhodl.com |
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Danny Scott, Chief Bitcoin Officer |
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Canaccord Genuity (Broker) |
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Stuart Andrews |
+44 (0)20 7523 8000 |
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George Grainger |
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AlbR Capital Limited (Joint Broker) |
+44 (0)20 7399 9400 |
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Jon Belliss |
jb@albrcapital.com |
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Colin Rowbury |
cr@albrcapital.com |
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Gavin Burnell |
gb@albrcapital.com |
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First Sentinel (AQSE Corporate Adviser) |
+44 (0)20 3855 5551 |
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Paul Shackleton |
paul.shackleton@first-sentinel.com |
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Beatriz Iribarren |
beatriz.iribarren@first-sentinel.com |
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About B HODL:
B HODL is the first UK-listed company founded for Bitcoin accumulation and revenue generation. The Company operates a treasury-led strategy, deploying its Bitcoin holdings to power the Lightning Network and generate sustainable revenues from routing fees and liquidity provision. With a world-class team and a Bitcoin-only focus, B HODL aims to become the leading British Bitcoin company, giving investors transparent exposure to the growth of Bitcoin as both a strategic asset and a global financial standard.
Forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving and reading this announcement should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Important Notice
The Company intends to hold treasury reserves and surplus cash in Bitcoin. This is a type of cryptocurrency or cryptoassets. Whilst the Board of Directors of the Company considers holding cryptocurrencies to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in cryptocurrencies, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to cryptocurrencies. Such an approach is innovative, and the Board of Directors wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.
The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrencies holdings can fluctuate. The Company may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.
Nevertheless, the Board has taken the decision to invest in cryptocurrencies, and in doing so is mindful of the special risks cryptocurrencies present to the Company's financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its cryptocurrencies at will. The ability to sell cryptocurrencies depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do your own research before investing.
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2025
CHIEF EXECUTIVE OFFICER'S STATEMENT
A Foundation Year of Strategic Execution
I am pleased to present B HODL's interim results for our first reporting period as a publicly listed Bitcoin treasury company. This period represents far more than financial metrics. For us, and our shareholders, it marks the successful translation of our IPO vision into operational reality and establishes the foundation for our long-term value creation strategy.
From Vision to Execution
Our public listing achieved exactly what we set out to accomplish: creating a transparent, regulated vehicle for institutional and retail investors to gain exposure to Bitcoin while at the same time both building the infrastructure that will define the next phase of the Lightning Network's development, and making a return on that investment for our shareholders at the same time. Every commitment made during our IPO roadshow has either been systematically delivered or is in active execution.
We have successfully initiated our Lightning Network routing operations, positioning ourselves at the critical intersection of Bitcoin's evolution from store of value to medium of exchange. Our node infrastructure is now actively facilitating transactions across the network, generating routing fees whilst contributing to the overall liquidity and reliability that institutions require. This is not merely speculative positioning but is core to our business model, of revenue-generating participation in Bitcoin's payment layer.
Strategic Achievements
Beyond our core treasury and routing activities, we have deliberately positioned ourselves as active contributors to Bitcoin's institutional maturation in the United Kingdom. Supporting the industry in the UK will create a virtuous circle of increased use and adoption, feeding back into value for the company and our shareholders. Our support for Brink, the leading Bitcoin protocol development organisation, reflects our commitment to strengthening the technical foundations upon which our entire sector depends.
Our partnership with Bury St Edmunds Bitcoin for their upcoming Pizza Day event demonstrates practical Lightning Network usage at the grassroots level and is precisely the type of real-world adoption that validates our infrastructure investment thesis. Supporting community-driven Bitcoin events creates tangible demonstration effects that benefit the entire ecosystem.
Most significantly, our advisory role with the secretariat for the All-Party Parliamentary Group on Crypto and Digital Assets represents institutional engagement at the highest level. Rather than hoping for favourable regulatory development, we are actively participating in the conversations that will shape the UK's approach to digital assets. This positions the company advantageously to engage constructively as policy frameworks crystallise and provides our shareholders with direct insight into regulatory direction.
Commercial discussions with potential partners in additional revenue generation activities as contemplated by our Admission Document are ongoing and the company will disclose these to the market in the ordinary course.
Capital Allocation, Risk Management and Operational Discipline
Our Bitcoin acquisition strategy continues to execute methodically, with every ongoing purchase now intended to lower our average cost basis while increasing Bitcoin exposure on a per-share basis over time and maintaining sufficient operational liquidity. We remain opportunistic but disciplined, recognising that our shareholders benefit from strategic and methodical accumulation.
Operationally, we have maintained the lean cost structure promised at IPO. Our running costs remain minimal, reflecting our focus on efficient operations rather than expensive overheads. Every expenditure is evaluated against its contribution to long-term shareholder value, not short-term appearances, ensuring a greater proportion of shareholder capital is directed toward Bitcoin accumulation and revenue-generating activities.
At IPO, the Company retained a significant cash runway. In light of the Board's experience and the potential for material movements in Bitcoin's price, the Company adopted a prudent capital strategy designed to maintain resilience in whatever the market conditions.
We have been vindicated in our prudent cash and capital management, which has recently allowed us to allocate additional fiat cash towards Bitcoin purchases. We hold in excess of 164 Bitcoin via market purchases as at the date of these results, and have generated 0.387 of additional Bitcoin via our active yield activities.
Aligned Leadership and Culture
We are uniquely positioned through our B2B relationship with CoinCorner to leverage the experience and assistance of their marketing and support teams, who continue to provide our senior management with office space, back office support and technical expertise built up over many years. Our board and management team maintain significant equity stakes in the company, ensuring complete alignment with shareholder interests. Director compensation and remuneration is lean and includes significant portions in equity incentives for management. This very much represents skin in the game that aligns our personal outcomes with those of every investor who has backed our vision. When B HODL succeeds, we succeed. When shareholders benefit, we benefit proportionally.
Market Positioning and Future Outlook
The macro environment continues to validate our thesis. Institutional interest in Bitcoin treasury strategies remains strong and arguably more mature than the frothy market of twelve months ago, whilst Lightning Network adoption metrics demonstrate the infrastructure layer we are building upon. Our early-mover advantage in Lightning routing operations positions us to capture value as payment rails mature and institutional adoption scales.
We remain convinced that Bitcoin treasury companies represent a generational investment opportunity for those willing to think beyond traditional asset allocation frameworks. Our combination of direct Bitcoin exposure, Lightning Network infrastructure participation, and regulatory engagement creates multiple value drivers that compound over time.
Concluding remarks
This interim period establishes our credentials as operators, not just allocators of capital. We have proven our ability to execute across treasury management, technical infrastructure, and industry leadership simultaneously. Our pipeline of opportunities continues to develop, and our operational capabilities continue to scale.
We remain focused on building sustainable shareholder value through methodical execution of our core strategy: accumulating Bitcoin at attractive prices, generating revenue through Lightning Network participation, and maintaining our position at the forefront of institutional Bitcoin adoption.
The foundation is now set. The next phase begins.
Freddie New
Freddie New
Chief Executive Officer
B HODL plc
INDEPENDENT REVIEW REPORT TO B HODL PLC
Conclusion
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2025 which comprises the condensed statement of profit or loss and other comprehensive income, condensed statement of financial position, condensed statement of changes in equity and condensed statement of cash flows and notes to the condensed financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 December 2025 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity "issued for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the company are prepared in accordance with United Kingdom adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting".
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with this ISRE (UK) 2410, however future events or conditions may cause the entity to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report in accordance with the UK adopted International Accounting Standard 34, "Interim Financial Reporting".
In preparing the half-yearly financial report, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, including our Conclusions Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Lee Lederberg FCCA (Senior Statutory Auditor)
For and on behalf of
Edwards Veeder (UK) Limited
Chartered accountants & statutory auditor
4 Broadgate Boardway Business Park
Chadderton, Oldham OL9 9XA
26th March 2026
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B HODL Plc |
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Condensed statement of profit or loss and other comprehensive income |
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For the six months ended 31 December 2025 |
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Six months ended 31 December |
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2025 |
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Note |
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GBP |
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Revenue |
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2 |
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13,996 |
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Direct costs |
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(69) |
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Gross profit |
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13,927 |
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Other income |
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1 |
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Fair value change on convertible loan |
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(76,387) |
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Revaluation loss on intangible assets |
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(3,055,169) |
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Finance costs |
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(31) |
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Administrative expenses |
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(308,829) |
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Costs of incorporation and admission to trading |
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(714,664) |
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Loss before tax |
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(4,141,152) |
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Income tax expense |
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3 |
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- |
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Loss and total comprehensive loss for the half-year |
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(4,141,152) |
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Basic and diluted loss per share (pence) |
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4 |
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(4.70) |
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B HODL Plc |
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Condensed statement of financial position |
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As at 31 December 2025 |
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31 December 2025 |
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30 June 2025 |
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Note |
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GBP |
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GBP |
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Non-current assets |
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Intangible assets |
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5 |
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10,318,093 |
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- |
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10,318,093 |
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- |
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Current assets |
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Prepayment and other receivables |
6 |
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1,586,830 |
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- |
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Cash and cash equivalents |
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177,908 |
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2 |
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1,764,738 |
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2 |
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Current liabilities |
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Trade and other payable |
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67,681 |
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46,000 |
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Convertible loan |
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7 |
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213,074 |
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- |
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Amount due to a related party |
8 |
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66,075 |
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- |
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346,830 |
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46,000 |
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Net current assets |
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1,417,908 |
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- 45,998 |
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Non-current liabilities |
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Amount due to a related party - Non |
8 |
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70,000 |
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- |
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Net assets |
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11,666,001 |
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(45,998) |
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Equity |
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Share capital |
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9 |
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1,401,661 |
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2 |
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Share premium |
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14,183,351 |
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- |
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Share option and warrant reserve |
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268,141 |
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- |
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Accumulated losses |
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(4,187,152) |
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(46,000) |
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11,666,001 |
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- 45,998 |
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B HODL Plc |
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Condensed statement of changes in equity |
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For the six months ended 31 December 2025 |
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Share capital |
Share premium |
Share option and warrant reserve |
Accumulated losses |
Total |
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GBP |
GBP |
GBP |
GBP |
GBP |
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At 1 July 2025 |
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2 |
- |
- |
(46,000) |
(45,998) |
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Total comprehensive expense for the half-year |
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- |
- |
- |
(4,141,152) |
(4,141,152) |
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Issued share options and warrants |
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- |
- |
268,141 |
- |
268,141 |
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Issued share capital |
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1,401,659 |
14,183,351 |
- |
- |
15,585,010 |
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At 31 December 2025 |
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1,401,661 |
14,183,351 |
268,141 |
(4,187,152) |
11,666,001 |
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B HODL Plc |
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Condensed statement of cash flows |
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For the six months ended 31 December 2025 |
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Six months ended 31 December |
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2025 |
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GBP |
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Cash flows from operating activities |
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Cash generated from operations |
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(2,180,817) |
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Interest received |
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- |
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Net cash inflow from operating activities |
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(2,180,817) |
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Cash flows from investing activities |
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Payments for property, plant and equipment |
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(13,585) |
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Payment of cryptoassets |
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(13,209,028) |
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Net cash outflow from investing activities |
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(13,222,613) |
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Cash flows from financing activities |
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Proceeds from issues of shares |
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15,445,261 |
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Proceeds from amount due to a related party |
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136,075 |
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Net cash inflow from financing activities |
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|
15,581,336 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
|
|
|
177,906 |
||||
|
|
Cash and cash equivalents at the beginning of the half-year |
|
|
|
2 |
|||||
|
|
Cash and cash equivalents at end of the half-year |
|
|
|
|
177,908 |
||||
|
B HODL Plc |
|
|
|
|
|
|
||
|
Notes to the condensed financial statements |
|
|
||||||
|
For the six months ended 31 December 2025 |
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||||||
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|
1. |
GENERAL INFORMATION AND BASIS OF PREPARATION |
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|||||
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The company is limited liability incorporated in the Isle of Man on 12 June 2025. The address of the registered office of the company is 19-21 Circular Road, Douglas, IM1 1AF, Isle of Man. |
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The company is principally engaged in holdings of bitcoin, undertaking bitcoin related operational activities, primarily the operation of lightning nodes and routing Bitcoin payments through the lightning network. The shares of the Company have been listed on the AQSE Growth Market since 22 September 2025. |
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These general purpose financial statements for the interim half-year reporting period ended 31 December 2025 have been prepared in accordance with IAS 34 'Interim Financial Reporting', as appropriate for for-profit oriented entities. |
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These interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the Company's Admission Document dated 22 September 2025, and any public announcements made by the Company in accordance with the AQSE Growth Market Rules for Issuers. |
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The accounting policies adopted in the preparation of the interim financial statements are consistent with those described in the Company's Admission Document, which have been prepared in accordance with UK-adopted International Accounting Standards (IFRS). |
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2. |
REVENUE |
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Revenue comprises income from active yield-generating activities, income is recognised upon the successful completion of each routed payment (Lightning) or on an accruals basis over the period to which it relates. BTC-denominated amounts are translated into Sterling at the spot rate on the date of recognition in accordance with IAS 21. |
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3. |
INCOME TAX EXPENSE |
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The tax charge in the company income statement is based on management's best estimate of the full year effective tax rates by IOM applied to half year profits. The appropriate statutory rate of corporation tax has been applied to the adjusting items, based on the IOM tax rate of that item. |
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4. |
LOSS PER SHARE |
|
|
||||
|
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|
|
Basic loss per share |
|
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|
|
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|
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The calculation of basic loss per share attributable to owners of the company is based on loss for the period attributable to owners of the company of GBP4,141,152 and the weighted average number of ordinary shares of 88,036,416 in issue during the period. |
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Diluted loss per share |
|
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|
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|
|
The effects of all potential ordinary shares are anti-dilutive for the six months ended 31 December 2025. |
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|
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5. |
INTANGIBLE ASSETS |
|
|
||||
|
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|
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|
|
Cryptoassets |
Website |
Total |
|
|
|
Cost or valuation |
|
|
|
GBP |
GBP |
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2025 |
|
|
|
- |
- |
- |
|
|
|
Addition |
|
|
|
13,359,677 |
13,585 |
13,373,262 |
|
|
|
Deficit on revaluation |
|
|
(3,055,169) |
- |
(3,055,169) |
|
|
|
|
At 31 December 2025 |
|
|
10,304,508 |
13,585 |
10,318,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 the carrying amount of cryptoassets pledged as security for the amounts due to related party amounted to GBP141,392. |
||||||
|
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|
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|
|
|
|
|
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|
|
6. |
PREPAYMENT AND OTHER RECEIVABLES |
|
|||||
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
86,419 |
|
|
|
Other receivables |
|
|
|
|
|
411 |
|
|
|
Amounts due from a related party |
|
|
|
1,500,000 |
||
|
|
|
|
|
|
|
|
|
1,586,830 |
|
|
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|
|
As of the half-year ended, the company holds GBP1,500,000 in assets which are placed with CoinCorner Limited. These assets always remain the sole and exclusive property of the company, and the agreement does not transfer any right, title, or interest in the assets to CoinCorner Limited. |
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|
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|
|
7. |
CONVERTIBLE LOAN |
|
|
||||
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|
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|
|
On 2 December 2025, the company issued a convertible loan with a principal amount of 1.1 Bitcoin (BTC) and 1 BTC to related party (the "CC", being CoinCorner Limited) and major shareholder (the "AB") (together as "Lender"), respectively. Pursuant to the terms of the agreement: |
||||||
|
|
|
Nature and interest: The loan is unsecured, zero-coupon, and denominated in BTC. |
|
|||||
|
|
|
Conversion rights: The Lender has the right to convert the entire outstanding loan into fully paid ordinary shares of the company at the conversion price at any time during the term. |
||||||
|
|
|
Company's conversion call: The company has an option to require conversion of the loan if the "Conversion Call Conditions" are satisfied (specifically, if the share price closes at least 50% higher than the reference share price for 10 consecutive trading days and the GBP price of BTC has not increased by more than 30% relative to the reference bitcoin value). |
||||||
|
|
|
Redemption and maturity: The loan has a maturity period of 48 months. If not converted, the principal amount is repayable in BTC. The lender also has an option for early repayment at any time on or after 12 months from the issue date. |
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|
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|
|
|
|
|
|
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|
|
The company has designated the debt component and derivative components (including the holder's conversion option and the issuer's conversion call/redemption options) as financial liabilities at fair value through profit or loss (FVTPL) and initially recognised the convertible loan at fair value. |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the Convertible Loan is determined by aggregating: |
||||||
|
|
|
(ii) the fair value of the conversion options and issuer's conversion call, calculated using an option pricing model. |
||||||
|
|
|
|
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|
|
|
|
|
|
|
|
In subsequent periods, the convertible loan is measured at fair value with changes in fair values recognised in profit or loss. Transaction costs relating to the issuance are charged to profit or loss. |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
The convertible loan is measured at fair value using the Black-Scholes model at initial recognition and at the end of each subsequent reporting period. The inputs into the model as at 31 December 2025 are as follows: |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
CC |
AB |
|
|
|
Share price |
|
|
|
|
0.105 |
0.105 |
|
|
|
Conversion price |
|
|
|
|
0.107625 |
0.107625 |
|
|
|
Options life |
|
|
|
|
3.92 |
3.92 |
|
|
|
Risk free rate |
|
|
|
|
4.72% |
4.72% |
|
|
|
Expected volatility |
|
|
|
|
117.08% |
117.08% |
|
|
|
Discount rate |
|
|
|
|
30% |
30% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible loan CC |
Convertible loan AB |
Total |
|
|
|
|
|
|
|
GBP |
GBP |
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2025 |
|
|
|
- |
- |
- |
|
|
|
Issuance of convertible bonds |
|
73,333 |
71,429 |
144,762 |
||
|
|
|
Fair value change on convertible loan |
|
36,961 |
31,351 |
68,312 |
||
|
|
|
At 31 December 2025 |
|
|
110,294 |
102,780 |
213,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
8. |
AMOUNT DUE TO A RELATED PARTY |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the amount due to related party of GBP70,000 is secured by BTC included in intangible assets of GBP141,392, bearing interest 8% per annum and repayable with 48 equal monthly instalments. |
||||||
|
|
|
The remaining amount due to related party is unsecured, non-interest bearing and has no fixed repayment terms.
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
9. |
SHARE CAPITAL |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
Note |
Number of shares |
GBP |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July |
|
|
|
|
2 |
2 |
|
|
|
Subdivided |
|
|
|
(a) |
198 |
- |
|
|
|
Issued share on 7 August 2025 |
|
(b) |
30,349,800 |
303,498 |
||
|
|
|
Subscription and WRAP offer |
|
|
(c) |
109,537,520 |
1,095,375 |
|
|
|
|
Other issued share |
|
|
|
|
278,571 |
2,786 |
|
|
|
At 31 December |
|
|
|
|
140,166,091 |
1,401,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: |
|
|
|
|
|
|
|
|
|
(a) On 7 August 2025, each of the existing ordinary shares of £1 was subdivided into 100 new ordinary Shares of 1 pence each. |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) On 7 August 2025, the Company made the allotments to the company officer. The subscription amounts due by each of Daniel Lawrence Scott, Zakk Lakin, Frederick Edmund New, Russell Allen Farrington and David Patrick Martin Boylan were funded by way of a set-off of a net amount of GBP20,000 due to each of them under their respective terms of appointment as Directors of the Company and the subscription amount due by Michael Andrew Crosbie was funded by set-off of a net amount of GBP3,500 due to him under his terms of appointment as Chief Operating Officer of the company. |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) On 22 September 2025, the company issued 109,537,520 new shares at a share price 14p per share, the net proceeds of GBP15,245,262. |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
10. |
SHARE-BASED PAYMENTS |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
The company occasionally issues share options to officers of the company. They are settled in equity once exercised. Details of the number of shares options and the weighted average exercise price (WAEP) outstanding during the half-year are as follows: |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Share options |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Name of grantee |
Expiry date |
Exercise price |
At 1 July 2025 |
Granted |
At 31 December 2025 |
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
David Jaques |
21/09/2035 |
14p |
- |
300,000 |
300,000 |
|||
|
|
|
Frederick New |
21/09/2035 |
14p |
- |
300,000 |
300,000 |
|||
|
|
|
Daniel Scott |
21/09/2035 |
14p |
- |
300,000 |
300,000 |
|||
|
|
|
David Boylan |
21/09/2035 |
14p |
- |
300,000 |
300,000 |
|||
|
|
|
Zakk Lakin |
21/09/2035 |
14p |
- |
300,000 |
300,000 |
|||
|
|
|
Allen Farrington |
21/09/2035 |
14p |
- |
300,000 |
300,000 |
|||
|
|
|
Michael Crosbie |
21/09/2035 |
14p |
- |
650,000 |
650,000 |
|||
|
|
|
Chris Wilson |
21/09/2035 |
14p |
- |
500,000 |
500,000 |
|||
|
|
|
|
|
|
|
- |
2,950,000 |
2,950,000 |
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Share warrants |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Name of grantee |
Expiry date |
Exercise price |
At 1 July 2025 |
Granted |
At 31 December 2025 |
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
CoinCorner Limited |
21/09/2030 |
14p |
- |
1,398,875 |
1,398,875 |
|||
|
|
|
First Sentinel Corporate Finance Limited |
21/09/2028 |
14p |
- |
142,857 |
142,857 |
|||
|
|
|
|
|
|
- |
1,541,732 |
1,541,732 |
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
During the half-year, the company recognised a total share-based payment expense of GBP268,141. The fair value of options granted is calculated using a Black-Scholes pricing model. The model is internationally recognised as being appropriate to value employee share schemes. |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
The fair value is estimated as at the issue date using a Black-Scholes model, considering the terms and conditions upon which the options were granted. The following table lists the inputs to the model. |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
Share options |
Share warrants |
Share warrants |
||
|
|
|
Exercise price (pence) |
|
|
14p |
14p |
14p |
|||
|
|
|
Number of options |
|
|
|
2,950,000 |
142,857 |
1,398,875 |
||
|
|
|
Volatility |
|
|
|
117.10% |
117.10% |
117.10% |
||
|
|
|
Risk free interest (%) |
|
|
|
4.725% |
4.725% |
4.725% |
||
|
|
|
Dividend yield |
|
|
|
0% |
0% |
0% |
||
|
|
|
Time to expiration at date of grant (i.e. life of options) in years |
10 |
3 |
5 |
|||||
|
|
|
Vesting period |
|
|
|
1 year from admission |
N/A |
N/A |
||
|
|
|
Performance condition |
|
|
N/A |
N/A |
The company market capitalisation reaching or exceeding GBP1 billion |
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
11. |
FAIR VALUE MEASUREMENTS |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value: |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Level 2 inputs: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Level 3 inputs: unobservable inputs for the asset or liability. |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
The Group's policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer. |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
The following table presents the company's financial assets and financial liabilities measured and recognised at fair value at 31 December 2025 on a recurring basis: |
||||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
||
|
|
|
|
|
|
GBP |
GBP |
GBP |
GBP |
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Recurring fair value measurements: |
|
|
|
|
||||
|
|
|
Intangible assets - Cryptoassets |
10,318,093 |
- |
- |
10,318,093 |
||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Financial liabilities at fair value through profit or loss - convertible |
- |
- |
213,074 |
213,074 |
||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Reconciliation of assets measured at fair value based on level 3: |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
Convertible loan CC |
Convertible loan AM |
Total |
||
|
|
|
|
|
|
|
GBP |
GBP |
GBP |
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
At 1 July 2025 |
|
|
|
- |
- |
- |
||
|
|
|
Issuance of convertible bonds |
|
73,333 |
71,429 |
144,762 |
||||
|
|
|
Fair value change recognised in profit or loss |
36,961 |
31,351 |
68,312 |
|||||
|
|
|
At 31 December 2025 |
|
|
110,294 |
102,780 |
213,074 |
|||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
Disclosure of valuation process used by the company and valuation techniques and inputs used in fair value measurements. |
||||||||
|
|
|
|
|
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The company is responsible for the fair value measurements of assets and liabilities required for financial reporting purposes, including level 3 fair value measurements. Discussions of valuation processes and results are held by the company at least twice a year. |
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Level 3 fair value measurements |
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Description |
Valuation technique |
Unobservable input and range |
Effect on fair value for increase of inputs |
Fair value as at 31 December 2025 |
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Convertible loan |
Black-Scholes model |
Discount rate |
Decrease |
213,074 |
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12. |
CONTINGENT LIABILITIES |
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The company did not have any significant contingent liabilities at 31 December 2025. |
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13. |
EVENTS AFTER THE REPORTING PERIOD |
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There were no material non-adjusting events after the reporting period that require disclosure in these financial statements.
-END- |
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