Half-year Financial Report

Phoenix Digital Assets PLC

30 September 2026

 

30 September 2026

Phoenix Digital Assets (Gibraltar) PLC

("Phoenix" or "the Company")

Interim Results

Phoenix (AQSE: PNIX) is pleased to announce its unaudited interim results (the "Interim Report") for the six months ended 30 June 2026 (the "Reporting Period").

For further information, please visit https://www.getphoenix.co.uk/

The Directors of Phoenix accept responsibility for the contents of this announcement.

For further information please contact:

Phoenix Digital Assets (Gibraltar) PLC
Jonathan Bixby	Via First Sentinel
First Sentinel Corporate Finance	[phone]
Gabrielle Cordeiro	[e-mail]

Phoenix Digital Assets Gibraltar PLC

Half-yearly results for the six months

ended 30 June 2026

                Company Registration No. 126184 (Gibraltar)

Executive Chairman's statement

I present the unaudited results of Phoenix Digital Assets (Gibraltar) PLC (the "Company", and together with its subsidiaries, the "Group") for the six months ended 30 June 2026.

The Group recorded a loss before tax of £9.8m for the period (six months ended 30 June 2025: loss of £6.6m; year ended 31 December 2025: loss of £14.3m). Net assets at 30 June 2026 were £6.7m (31 December 2025: £16.3m), equivalent to a net asset value of approximately 1.6p per share (31 December 2025: 3.5p per share). The loss per share for the period was 2.38p (six months ended 30 June 2025: 1.50p).

The result for the period reflects movements in the value of the Group's digital asset holdings. Digital asset prices, having declined over the course of 2025, fell further during the first half of 2026 before reaching a low in June. The Group's portfolio is carried at fair value through profit and loss, and the fall in market prices gave rise to a net fair value loss on digital assets and tokens of £8.5m for the period (six months ended 30 June 2025: £6.1m). These movements are unrealised and reflect the market price of the underlying assets at the period end. Digital asset prices have recovered in part since 30 June 2026. The markets in which the Group invests remain volatile, and the carrying value of the portfolio will continue to move with them in either direction.

At 30 June 2026 the Group held 243.96 Bitcoin and 64,038 HYPE tokens, together with smaller holdings, with a combined carrying value of £13.9m (31 December 2025: £27.7m). During the period the Group realised £5.7m from the sale of digital assets and tokens, principally to provide liquidity for the Group's tax and financing obligations. Cash and cash equivalents at 30 June 2026 were £4.1m (31 December 2025: £0.2m).

Administrative expenses for the period were £0.8m (six months ended 30 June 2025: £1.0m). The Group recognised a share-based payment charge of £0.2m (six months ended 30 June 2025: £0.02m), finance income of £0.1m from staking activities (six months ended 30 June 2025: £0.5m), and finance costs of £0.4m (six months ended 30 June 2025: nil) in respect of its secured credit facility.

On 27 January 2026 the Group completed its scheme of arrangement, under which the Company, incorporated in Gibraltar, became the parent company of the Group and shareholders received one new share for each share previously held in Phoenix Digital Assets PLC. Trading in the Company's shares on the Aquis Stock Exchange Growth Market commenced on 28 January 2026. The reorganisation has been accounted for as a continuation of the existing Group, and the comparative figures in these interim results are those of the predecessor group.

At the period end, the Company had US$6.95m outstanding under its secured credit facility with AMINA Bank AG, bearing interest at SOFR plus 7.5% per annum and secured against certain of the Group's digital assets. The AMINA Bank AG facility was replaced by a facility with Sygnum Bank AG in July 2026. The Group's liabilities at 30 June 2026 also include a corporation tax liability of £8.3m in the predecessor UK company arising on gains realised in prior years, which is being settled over the second half of 2026.

The Group continues to hold the substantial majority of its digital assets in cold storage, with the private keys required to access those assets held in bank vaults in more than one country.

The Group's results will continue to be determined principally by the performance of digital asset markets, which are inherently volatile and can move materially in either direction over short periods. The Board's strategy is unchanged: to manage the Group's portfolio of digital assets and investments with the objective of creating value for shareholders over the longer term. I would like to thank our shareholders for their continued support.

    Jonathan Bixby

     Executive Chairman

30 September 2026

             Consolidated Statement of Comprehensive Income

            For the six months ended 30 June 2026

		Unaudited			Audited
		Six months ended 30 June			Year ended 31 December
	Note	2026	2025		2025
		£	£		£
Revenue		-	-		-
Fair value movements (including impairment and exchange differences) in investments		18,330	(46,700)		(262,353)
Fair value movements in digital assets and tokens		(8,456,315)	(6,061,909)		(11,810,261)
		(8,437,985)	(6,108,609)		(12,072,614)
Share based payment	4	(216,134)	(21,890)		(444,446)
Administrative expenses		(817,415)	(978,173)		(1,684,794)
Operating loss		(9,471,534)	(7,108,672)		(14,201,854)
Finance income		90,227	512,490		933,714
Finance costs		(395,604)	-		(1,012,734)
Loss before taxation		(9,776,911)	(6,596,182)		(14,280,874)
Taxation		-	-		2,907,953
Loss after taxation and total comprehensive loss for the period		(9,776,911)	(6,596,182)		(11,372,921)
Loss per ordinary share:
Basic loss per share (pence)	5	(2.38)	(1.50)		(2.66)
Diluted loss earnings per share (pence)	5	(2.38)	(1.50)		(2.66)

Consolidated Statement of Financial Position

As at 30 June 2026

		Unaudited			Audited
		Six months ended 30 June			Year ended 31 December
	Note	2026	2025		2025
		£	£		£
Non-Current Assets
Intangible assets - digital assets and tokens	6	13,918,194	33,174,791		27,705,013
Investments	7	596,194	793,517		577,864
Deferred tax asset		458,260	-		458,260
Total non-current assets		14,972,648	33,968,308		28,741,137
Current Assets
Trade and other receivables		1,533,436	8,460		872,820
Cash and cash equivalents		4,126,958	677,120		165,151
Total current assets		5,660,394	685,580		1,037,971
Total assets		20,633,042	34,653,888		29,779,108
Shareholders' equity
Share capital		411,485	464,750		466,750
Share premium		-	744,750		762,750
Share based payments reserve		1,529,308	1,110,359		1,313,174
Treasury shares		-	(1,117,914)		(2,467,914)
Retained earnings		5,811,372	20,360,285		15,588,284
Group reconstruction reserve		(1,024,899)	-		-
Capital redemption reserve		-	625,000		625,000
Total shareholders' equity		6,727,266	22,187,230		16,288,044
Non-Current Liabilities
Deferred tax liabilities		-	1,950,591		-
Total non-current liabilities		-	1,950,591		-
Current Liabilities
Interest-bearing loans and borrowings	8	5,243,268	2,402,912		4,957,269
Trade and other payables		389,068	260,484		260,355
Income tax payable		8,273,440	7,852,671		8,273,440
Total current liabilities		13,905,776	10,516,067		13,491,064
Total liabilities		13,905,776	12,466,658		13,491,064
Total equity and liabilities		20,633,042	34,653,888		29,779,108

Consolidated Statement of Changes in Equity

For the six months ended 30 June 2026

	Share capital	Share premium	Share-based payments reserve	Treasury reserve	Group reconstruction reserve	Capital redemption reserve	Retained earnings	Total
	£	£	£	£	£	£	£	£
Unaudited
Six months ended 30 June 2026
At 1 January 2026	466,750	762,750	1,313,174	(2,467,914)	-	625,000	15,588,284	16,288,044
Comprehensive loss for the period
Loss for the period	-	-	-	-	-	-	(9,776,911)	(9,776,911)
Total comprehensive loss for the period	-	-	-	-	-	-	(9,776,911)	(9,776,911)
Contributions by and distributions to owners
Share based payments	-	-	216,134	-	-	-	-	216,134
Group reorganisation and reserve reclassifications	(55,265)	(762,750)	-	2,467,914	(1,024,899)	(625,000)	-	-
Total contributions by and distributions to owners	(55,265)	(762,750)	216,134	2,467,914	(1,024,899)	(625,000)	-	216,134
At 30 June 2026	411,485	-	1,529,308	-	(1,024,899)	-	5,811,372	6,727,266
Unaudited
Six months ended 30 June 2025
At 1 January 2025	460,875	709,875	1,101,886	(756,224)	-	625,000	26,943,050	29,084,462
Comprehensive loss for the period
Loss for the period	-	-	-	-	-	-	(6,596,182)	(6,596,182)
Total comprehensive loss for the period	-	-	-	-	-	-	(6,596,182)	(6,596,182)
Contributions by and distributions to owners
Shares issued in the period	3,875	34,875	-	-	-	-	-	38,750
Share based payments	-	-	21,890	-	-	-	-	21,890
Warrants exercised in the period	-	-	(13,417)	-	-	-	13,417	-
Purchase of treasury shares	-	-	-	(361,960)	-	-	-	(361,960)
Total contributions by and distributions to owners	3,875	34,875	8,473	(361,960)	-	-	13,417	(301,320)
At 30 June 2025	464,750	744,750	1,110,359	(1,117,914)	-	625,000	20,360,285	22,187,230

	Share capital	Share premium	Share-based payments reserve	Treasury reserve	Group reconstruction reserve	Capital redemption reserve	Retained earnings	Total
	£	£	£	£	£	£	£	£
Audited
Year ended 31 December 2025
At 1 January 2025	460,875	709,875	1,101,886	(756,224)	-	625,000	26,943,050	29,084,462
Comprehensive loss for the year
Loss for the year	-	-	-	-	-	-	(11,372,921)	(11,372,921)
Total comprehensive loss for the year	-	-	-	-	-	-	(11,372,921)	(11,372,921)
Contributions by and distributions to owners
Shares issued in the year	5,875	52,875	-	-	-	-	-	58,750
Share based payments	-	-	444,446	-	-	-	-	444,446
Deferred tax on share based payments	-	-	(215,003)	-	-	-	-	(215,003)
Warrants exercised in the year	-	-	(18,155)	-	-	-	18,155	-
Purchase of treasury shares	-	-	-	(1,711,690)	-	-	-	(1,711,690)
Total contributions by and distributions to owners	5,875	52,875	211,288	(1,711,690)	-	-	18,155	(1,423,497)
At 31 December 2025	466,750	762,750	1,313,174	(2,467,914)	-	625,000	15,588,284	16,288,044

Consolidated Statement of Cash Flows

For the six months ended 30 June 2026

		Unaudited			Audited
		Six months ended 30 June			Year ended 31 December
		2026	2025		2025
		£	£		£
Operating activities
Loss for the period		(9,776,911)	(6,596,182)		(11,372,921)
Adjustments:
Digital asset fair value and other non-cash movements		8,193,087	6,061,909		11,810,261
Fair value movements of investments		(18,330)	-		262,353
Share based payments		216,134	21,890		444,446
Foreign exchange		-	46,700		-
Finance income*		(90,227)	(512,490)		(933,714)
Finance costs		395,604	-		1,012,734
Tax credit		-	-		(2,907,953)
Working capital adjustments:
Increase in trade and other receivables		(660,616)	(5,639)		(869,999)
Increase/(decrease in trade and other payables)		128,713	(569,634)		(569,763)
Net cash used in operating activities		(1,612,546)	(1,553,446)		(3,124,556)
Investing activities
Purchase of digital assets and tokens*		-	(3,155,840)		(3,184,340)
Sale of digital assets and tokens		5,683,958	3,118,209		3,289,208
Interest received		-	146		297
Net cash from/(used in) investing activities		5,683,958	(37,485)		105,165
Financing activities
Proceeds from share issues		-	38,750		58,750
Purchase of treasury shares.		-	(361,690)		(1,711,690)
Proceeds from interest-bearing borrowings		228,746	2,402,912		4,957,269
Interest paid on financial liabilities		(338,351)	-		(307,866)
Net cash from/(used in) financing activities		(109,605)	2,079,972		2,996,463
Net increase/(decrease) in cash and cash equivalents		3,961,807	489,041		(22,928)
Cash and cash equivalents at start of the period/year		165,151	188,079		188,079
Cash and cash equivalents at end of the period/year		4,126,958	677,120		165,151

Non -cash transactions from investing activities:

* During the period ended 30 June 2026 the Group earned £90,227 (31 December 2025: £933,417 and 30 June 2025: £512,490) through staking activities. As these rewards were received in kind,

the transaction has been treated as a non- cash investing activity and is not reflected in the cash flow statement.

Notes to the Consolidated Interim Financial Statements

For the six months ended 30 June 2026

1.     Basis of preparation

The consolidated interim results of Phoenix Digital Assets (Gibraltar) PLC (the "Company") and its subsidiaries (together, the "Group") for the six months ended 30 June 2026 has been prepared in accordance with IAS 34 Interim Financial Reporting and using accounting policies consistent with those applied in the predecessor Group's audited financial statements for the year ended 31 December 2025, except where the Group reorganisation described in note 2 requires a change in presentation.

The financial information for the six months ended 30 June 2026 and 30 June 2025 is unaudited. It has not been audited or reviewed by the Group's external auditors and has been reviewed by the Directors only. The comparative information for the year ended 31 December 2025 has been derived from the audited financial statements of Phoenix Digital Assets Limited (formerly Phoenix Digital Assets PLC) for that year.

The consolidated interim financial statements are presented in Pound Sterling (£), rounded to the nearest pound unless otherwise stated. The consolidated interim financial statements do not include all information and disclosures required for full annual financial statements and should be read in conjunction with the audited financial statements for the year ended 31 December 2025.

At 30 June 2026 the Group comprised Phoenix Digital Assets (Gibraltar) PLC, Phoenix Digital Assets Limited (UK) and 1319644 B.C. Ltd (Canada). All material intercompany balances and transactions are eliminated on consolidation.

2.     Group reorganisation

On 27 January 2026, pursuant to a scheme of arrangement, Phoenix Digital Assets (Gibraltar) PLC ("New Phoenix" or the "Company") acquired the entire issued share capital of Phoenix Digital Assets PLC ("Old Phoenix"). Under the Scheme, shareholders of Old Phoenix received one ordinary share in New Phoenix for each ordinary share held in Old Phoenix. New Phoenix thereby became the new parent company of the Group and Old Phoenix became a wholly owned subsidiary. Trading in the shares of New Phoenix commenced on the Aquis Stock Exchange Growth Market on 28 January 2026. Old Phoenix was subsequently re-registered as a private limited company under the name Phoenix Digital Assets Limited. As part of the reorganisation, the relevant assets and liabilities of the predecessor business were transferred to New Phoenix at their historical carrying values.

The reorganisation represented a change in the legal parent of the Group and did not result in a substantive change in the underlying business or in the relative interests of shareholders. Accordingly, the reorganisation has been accounted for in these consolidated interim financial statements as a continuation of the existing Group. Assets and liabilities have been carried forward at their historical carrying amounts and no goodwill or other fair value uplift has been recognised. In the separate entity workings, the reorganisation adjustments have been retained within intercompany balances and are eliminated on consolidation.

As part of the reorganisation, the predecessor Group's capital redemption reserve of £625,000, which arose from the cancellation of shares by the former UK parent in a prior period, was reclassified in full as part of the Group reconstruction reserve. The reclassification reflects the replacement of the predecessor parent's legal capital and reserve structure by that of New Phoenix for consolidated reporting purposes. It has no impact on total shareholders' equity or on profit or loss for the period. The capital redemption reserve is therefore presented as an opening reserve in the consolidated statement of changes in equity and has a nil closing balance at 30 June 2026.

The consolidated statement of comprehensive income for the six months ended 30 June 2026 therefore includes the results of the predecessor Group for the period before the reorganisation and the results of the Group headed by New Phoenix thereafter. The comparative information for the six months ended 30 June 2025 and the year ended 31 December 2025 represents the historical consolidated financial information of Old Phoenix and its subsidiaries (the predecessor Group).

3.     Critical accounting estimates and judgements

The preparation of the consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The principal areas of judgement and estimation continue to include the valuation of unquoted investments, valuation of share-based payments and the measurement of digital assets and tokens. During the period, management has also applied judgement in determining the appropriate accounting and presentation for the Group reorganisation described in note 2.

4.     Share based payments

The Group recognised a share-based payment expense of £216,134 for the six months ended 30 June 2026 (six months ended 30 June 2025: £21,890; year ended 31 December 2025: £444,446).

The replacement of outstanding predecessor options and warrants with equivalent instruments in New Phoenix as part of the January 2026 reorganisation has been treated as a continuation of the existing awards, with no incremental fair value recognised on the replacement. The cumulative predecessor share-based payment reserve has therefore been carried forward.

5.     Loss per ordinary share

The calculation of basic loss per share is based on the loss for the period attributable to the ordinary equity holders of the Company and the weighted average number of ordinary shares outstanding during the period.

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume the conversion of all dilutive potential ordinary shares.

For all periods presented, there is no difference between basic and diluted loss per share due to the loss position of the Group. Share options and warrants that could potentially dilute basic earnings per share in future periods have not been included in the calculation of diluted loss per share as their effect would be anti-dilutive.

6.     Intangible Assets - digital assets and tokens

	Unaudited			Audited
	Six months ended 30 June			Year ended 31 December
	2026	2025		2025
	£	£		£
At start of the period/year	27,705,013	38,686,725		38,686,725
Additions	90,227	3,668,184		4,117,757
Disposals	(5,420,731)	(3,118,209)		(3,289,208)
Net fair value movement for the period/year	(8,456,315)	(6,061,909)		(11,810,261)
Balance at end of period/year	13,918,194	33,174,791		27,705,013

The breakdown for all digital assets and tokens held at 30 June 2026 are listed below:

Token name		Number of tokens		£
Bitcoin BTC		243.96		10,770,660
HYPE		64,038		3,142,367
Solana SOL		93		5,167
				13,918,194

7.     Investments

	Six months ended 30 June			Year ended 31 December
	2026 £	2025 £		2025 £
At start of the period	577,864	840,217		840,217
Additions	-	-		-
Net fair value loss	-	-		(226,301)
Exchange difference	18,330	(46,700)		(36,052)
At end of the period	596,194	793,517		577,864

The country of incorporation and investment class for investments held by the Group at 30 June 2026 are listed below:

	£	Country of Incorporation	Investment class
Pioneer Media Holdings Inc	33,871	Canada	Listed
Ordre Group International Limited (formerly Aeon International Limited)	246,614	Hong Kong	Unlisted
Afterparty Inc	27,807	USA	SAFE note
Big Whale Labs Inc	93,710	Canada	SAFE note
Oliver Labs Inc	194,192	USA	SAFE note
	596,194

8.     Interest-bearing loans and borrowings

The Group continues to have a secured credit facility with AMINA Bank AG, a FINMA-regulated Swiss bank.

On 27 January 2026, Phoenix Digital Assets (Gibraltar) PLC drew US$6.85 million under the facility to replace the facility previously held by Phoenix Digital Assets Limited (UK). A further US$0.1 million was drawn during the period.

At 30 June 2026, the principal amount outstanding was US$6.95 million and the carrying amount of interest-bearing loans and borrowings was £5,243,268 (30 June 2025: £2,402,912; 31 December 2025: £4,957,269). The facility bears interest at SOFR plus 7.5% per annum and is secured against certain of the Group's digital assets.

9.     Events after the reporting period

Subsequent to 30 June 2026, The AMINA Bank AG facility was replaced by a facility with Sygnum Bank AG in July 2026.

In addition, subsequent to the reporting date, the Group made corporation tax payments totalling £6,646,116 against the corporation tax liability of approximately £8.3 million recognised at 30 June 2026.

 

END