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REG - Blue Star Capital - Half-year Report

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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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