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RNS Number : 1378O Blue Star Capital plc 24 June 2025
24 June 2025
Blue Star Capital plc
("Blue Star" or the "Company")
Half-yearly Results for the six months ended 31 March 2025
Financial Highlights:
· The Company incurred a pre-tax loss for the period of £107,630 (H1
2024: loss £191,824).
· The cash position of the Company at 31 March 2025 was £30,209,
compared with £39,909 as at 31 March 2024.
· The NAV per share as at 31 March 2025 was 3p.
· The Company's principal investee business, SatoshiPay Ltd
("SatoshiPay"), made encouraging progress during the period.
· The Company undertook a capital reorganization in December 2024 which
was principally aimed at allowing the Company to issue shares for cash.
Following that process, the Company raised £150,000 which allowed it to
invest €75,000 into SatoshiPay's €400,000 SAFE fund raise which completed
in February 2025.
· Post period end, Meinhard Benn, founder of SatoshiPay joined the
Board as a non-executive director in May 2025.
· The Company also successfully raised £250,000 in June 2025 to
provide it with additional working capital and sufficient funds to support the
next funding round, anticipated by SatoshiPay in the third quarter of 2025.
For further information, please contact:
Blue Star Capital plc +44 (0) 777 178 2434
Anthony Fabrizi
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
Nominated Adviser
Jo Turner / Liam Murray
Axis Capital Markets Limited +44 (0) 20 3026 0449
Sole Broker
Lewis Jones
About Blue Start Capital
Blue Star is an investing company with a focus on new technologies. Blue
Star's investments include SatoshiPay Limited, an experienced blockchain
company with a strong track record in innovative payment solutions; Dynasty
Media & Gaming, whose B2B white label platform is a full-stack gaming
ecosystem; Paidia, a female focused gaming platform; and Sthaler Limited, an
identity and payments technology business which enables a consumer to identify
themselves and pay using just their finger.
Chairman's Statement
I am pleased to report that the Company has made encouraging progress since
the start of 2025. At the end of 2024 the Company carried out a capital
reorganisation, via a 200:1 consolidation of the shares of the Company. The
capital reorganisation was necessary as the Company's share price was trading
below its nominal value, which prohibited the Company from raising new money
by issuing shares for cash. Contemporaneously with the reorganisation, the
Company raised £150,000 via a subscription, in January 2025, in order to
provide necessary working capital and to allow Blue Star to participate in
SatoshiPay's SAFE (Simple Agreement for Future Equity) fundraise in February
2025 which raised EUR400,000, of which BLU invested €75,000. In addition, as
part of the reorganisation proposals the Board agreed to waive any right to
cash fees until 31 December 2025 in exchange for warrants in the Company and
as a result of this decision and other cost savings, the Company's annualised
cash running costs have now been reduced to around £100,000 per annum. As
covered in more detail below, Vortex, which is being incubated by SatoshiPay,
is showing significant potential. Furthermore, sentiment towards blockchain
and crypto investments is growing strongly, in particular, crypto treasury
functions are attracting significant investor interest. The Board believes its
relationship with SatoshiPay places it in an interesting position to examine
such opportunities.
In terms of the Company's results for the first half of the year, these show
little change from the year end position with all valuations of the Company's
investments remaining unaltered, apart from exchange rate movements. As
announced yesterday, the Company successfully closed a fundraise of £250,000
before expenses which places it in a much stronger financial position moving
forward.
Below we provide the following portfolio company highlights for the six-month
period ended 31 March 2025 and events in the period to 20 June 2025.
SatoshiPay
SatoshiPay's strategy is to build a network of projects across
the decentralised finance space with the ultimate goal of advancing foreign
exchange ("Forex") trading into the blockchain space. SatoshiPay's is
currently primarily focused on building out its Vortex platform which is
showing strong growth.
Vortex is a decentralised exchange platform, designed to enhance global
payments by bridging stablecoins with local fiat currencies. The Vortex
platform enables users to seamlessly swap stablecoins for local fiat
currencies at significantly lower costs than current market rates. This
presents a substantial opportunity in a rapidly growing market, with
cross-border stablecoin payments valued at US$27 billion in 2023 and projected
to reach US$137 billion by 2028. This growth highlights a US$14 billion volume
in the on/off-ramp market opportunity over the next four years.
Vortex's business model is built around enabling easy to complete currency
conversions and bank transfers with ultra-low costs and no hidden fees. Vortex
achieves this with a stablecoin-optimised decentralized exchange together with
local- currency on and offramp partners. By leveraging chain abstraction,
Vortex offers a fluid user experience across different blockchain ecosystems.
Vortex builds on top of Nabla technology and uses Pendulum infrastructure for
providing its service to users of various blockchains such as Polygon, Base,
BSC, Ethereum and Polkadot. Nabla and Pendulum were both incubated by
SatoshiPay.
On 29 May 2025 SatoshiPay announced that Vortex had achieved US$1 million in
transaction volumes since launching in Europe and Brazil, with US$507,000 of
the total achieved in May 2025. The Company understands that transaction
volumes have remained strong in June 2025.
Given the potential upside provided by Vortex, which is 100 per cent. owned by
SatoshiPay, the Company is committed to supporting SatoshiPay and its
development of Vortex. In the period under review the Company participated in
a funding round conducted by SatoshiPay investing €75,000 and post period
end the Company raised £250,000 before expenses with over half of the raise
identified for the next SatoshiPay fund raise expected in third quarter 2025.
Other investments
The Company holds positions in two esports businesses, Dynasty Media &
Gaming Ltd, soon to be rebranded Lets Play Live, and Paidia. The Board
understands that both businesses are making reasonable progress and both
investments have been retained at the carrying values applied in the year end
accounts.
Other initiatives
As recently announced on 5 June 2025, the Company is closely monitoring
investments directly related to companies connected with Bitcoin,
including, inter alia, exploring the possibility of initiating a Bitcoin
treasury reserve and such related opportunities. This strategy, which the
Board believes fits within the Company's existing investing policy, would see
the Company complementing investments with long-term treasury reserve assets
as their adoption becomes more common place, as seen particularly in the U.S.
The Company advises that it's continuing to undertake the appropriate due
diligence, legal and regulatory reviews necessary to ensure any activity
undertaken in this area is compliant with all regulatory considerations and
where possible, enhances the Company's relationship with SatoshiPay.
Anthony Fabrizi
Executive Chairman
Statement of Comprehensive Income
for the six months ended 31 March 2025
Unaudited Audited
Six months ended 31 March Year ended
30 September
2025 2024 2024
Note £ £ £
Revenue - - -
Loss on disposal of investments - (17,536) (17,536)
Fair valuation movements in financial instruments designated at fair value (1,014) (65,069) (4,312,519)
through profit or loss:
(1,014) (82,605) (4,330,055)
Share based payment 3 (42,064) - -
Administrative expenses (64,739) (109,578) (162,309)
Operating loss (107,817) (192,183) (4,492,364)
Finance income 187 359 398
Loss before and after taxation and total comprehensive income for the period (107,630) (191,824) (4,491,966)
Loss per ordinary share:
Basic and diluted loss per share 4 (0.37p) (0.004p) (0.09p)
The loss for the period was derived from continuing operations and is
attributable to equity shareholders.
Statement of Financial Position
as at 31 March 2025
Audited
Unaudited
Six months ended 31 March Year ended
30 September
Note
2025 2024 2024
£ £ £
Non-current assets
Financial assets at fair value through profit or loss 5 1,032,384 5,157,541 970,394
Convertible loan note - 60,303 -
1,032,384 5,217,844 970,394
Current assets
Trade and other receivables 15,622 17,012 3,308
Cash and cash equivalents 30,209 39,909 5,828
45,831 56,921 9,136
Total assets 1,078,215 5,274,765 979,530
Current liabilities
Trade and other payables 34,400 37,242 42,149
Total liabilities 34,400 37,242 42,149
Net assets 1,043,815 5,237,523 937,381
Shareholders' equity
Share capital 6 33,814 4,992,774 4,992,774
Share premium account 6 9,738,722 9,575,072 9,575,072
Deferred shares 6 4,967,310 - -
Other reserves 3 285,312 243,248 243,248
Retained earnings (13,981,343) (9,573,571) (13,873,713)
1,043,815 5,237,523 937,381
Statement of changes in equity
as at 31 March 2025
Share capital Share premium Deferred shares Retained earnings Total
Other reserves
£ £ £ £ £ £
Six months ended
31 March 2025
At 1 October 2024 4,992,774 9,575,072 - 243,248 (13,873,713) 937,381
Capital reorganisation (4,967,310) - 4,967,310 - - -
Loss for the period and total comprehensive loss - - - - (107,630) (107,630)
Shares issues in the period 8,350 163,650 - - - 172,000
Share based payments - - - 42,064 - 42,064
At 31 March 2025 33,814 9,738,722 4,967,310 285,312 (13,981,343) 1,043,815
Six months ended
31 March 2024
At 1 October 2023 4,892,774 9,575,072 - 243,248 (9,381,747) 5,329,347
Loss for the period and total comprehensive loss - - - - (191,824) (191,824)
Shares issued in the period 100,000 - - - 100,000
At 31 March 2024 4,992,774 9,575,072 - 243,248 (9 573 571) 5,237,523
Year ended
30 September 2024
At 1 October 2023 4,892,774 9,575,072 - 243,248 (9,381,747) 5,329,347
Loss for the year and - - - - (4,491,966) (4,491,966)
total comprehensive loss
Shares issued in the period 100,000 - - - - 100,000
At 30 September 2024 4,992,774 9,575,072 - 243,248 (13,873,713) 937,381
Statement of cash flows
for the six months ended 31 March 2025
Unaudited Audited
Six months ended Year ended
31 March 30 September
2025 2024 2024
£ £ £
Operating activities
Loss for the period (107,630) (191,824) (4,491,966)
Adjustments for:
Finance income (187) (359) (398)
Fair value losses 1,014 65,069 4,312,519
Loss on disposal of investments - 17,536 17,536
Share based payment 42,064 - -
Working capital adjustments
(Increase)/Decrease in trade and other receivables (12,314) (10,553) 3,151
(Decrease)/increase in trade and other payables (7,749) 5,166 10,073
Net cash used in operating activities (84,802) (114,965) (149,085)
Investing activities
Proceeds from sale of investments - 51,660 51,660
Purchase of convertible loan note - (60,303) (60,303)
Increase in investments (63,004) - -
Interest received 187 359 398
Net cash used in investing activities (62,817) (8,284) (8,245)
Financing activities
Proceeds from issue of equity 172,000 100,000 100,000
Net cash generated from financing 172,000 100,000 100,000
activities
Net increase/(decrease) in 24,381 (23,249) (57,330)
cash and cash equivalents
Cash and cash equivalents at 5,828 63,158 63,158
beginning of the period
Cash and cash equivalents at 30,209 39,909 5,828
end of the period
Notes to the Interim Financial Statements for the six months ended 31 March
2025
1. Basis of preparation
The principal accounting policies used for preparing the Interim Accounts are
those the Company expects to apply in its financial statements for the year
ending 30 September 2025 and are unchanged from those disclosed in the
Company's Report and Financial Statements for the year ending 30 September
2024.
The financial information for the six months ended 31 March 2025 and for the
six months ended 31 March 2024 have neither been audited nor reviewed by the
Company's auditors.
2. Critical accounting estimates and judgements
The Company makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are discussed below:
Fair value of financial instruments:
The Company holds investments that have been designated at fair value through
profit or loss on initial recognition. The Company determines the fair value
of these financial instruments that are not quoted, using valuation
techniques, contained in the IPEVC guidelines. These techniques are
significantly affected by certain key assumptions. Other valuation
methodologies such as discounted cash flow analysis assess estimates of
future cash flows and it is important to recognise that in that regard, the
derived fair value estimates cannot always be substantiated by comparison with
independent markets and, in many cases, may not be capable of being realised
immediately.
In certain circumstances, where fair value cannot be readily established, the
Company is required to make judgements over carrying value impairment, and
evaluate the size of any impairment required.
3. Share based payment
During the period, 2,500,000 director warrants and 750,000 adviser warrants
were granted in lieu of compensation. The warrants replaced 200,000,000
director warrants which were cancelled as part of the capital reorganisation.
The fair value of the warrants is determined using the Black-Scholes valuation
model. The charge to the profit and loss for the six months ended 31 March
2025 was £42,064.
4. Loss per ordinary share
The calculation of a basic loss per share is based on the loss for the period
attributable to equity holders of the Company and on the weighted average
number of shares in issue during the period.
5. Investments
On 25 February 2025, the Company subscribed €75,000 in a SAFE instrument
issued by SatoshiPay Ltd.
6. Share Capital, Share Premium and Deferred Shares
During the period a capital reorganisation was completed consolidating every
200 ordinary shares into 1 new share, then reclassifying each into 1 ordinary
share of £0.001 and 199 deferred shares of £0.001.
A total of 5,067,309,135 deferred shares were issued with an aggregate nominal
value of £5,067,309.
In addition, the following share issues took place in the six months ended 31
March 2025:
· On 6 January 2025, the Company raised £150,000 via a subscription
for 7,500,000 New Ordinary Shares of £0.001 each at an Issue Price of £0.02
per New Ordinary Share
· On 25 February 2025, through an exercise of warrants, the Company
raised £15,000
· On 27 March 2025 the Company issued 100,000 new ordinary shares at 7
pence per share in part settlement of an outstanding invoice due to an
advisor.
7. Events after the reporting date
On 14 May 2025, the Company announced that it had appointed Mr. Meinhard Benn
as a Non-executive Director. Further to the appointment, the Company has
agreed to pay the director fees owed to Mr. Benn, via the issue of 500,000
warrants over ordinary shares in the Company.
On 23 June 2025, the Company held a General Meeting seeking shareholder
approval for both: (i) the authority to allot new shares; and (ii) the
disapplication of statutory pre-emption rights in respect of such allotment.
Following all resolutions being duly passed, the Company raised £250,000 via
the Placing of 2,272,727 new Ordinary Shares.
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