REG - Blue Star Capital - SatoshiPay Update

Blue Star CapitalAnnouncement

23/02/2026 07:00

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RNS Number : 9916T  Blue Star Capital plc  23 February 2026

23 February 2026

Blue Star Capital plc

 

("Blue Star" or the "Company")

 

SatoshiPay Update

 

Blue Star Capital plc (AIM: BLU), the investing company with a focus on
blockchain, payments and esports, provides the following updates related to
its investee company SatoshiPay Ltd ("SatoshiPay").

 

SatoshiPay Treasury Conversion and SAFE

On 2 July 2025, the Company announced that it had provided a secured loan of
£1,000,000 to SatoshiPay (the "Loan"), to be used for SatoshiPay's digital
asset treasury. Additionally, as announced on 7 October 2025, Blue Star had
been granted an option to allow the Company to participate in a further SAFE
(Simple Agreement for Future Equity)  round, allowing it to invest up to a
further EUR250,000 until 31 January 2026, which, following an agreement to
extend, Blue Star has now exercised.

 

The Company announces that following discussions between the parties, Blue
Star has agreed to off-set EUR250,000 of the outstanding debt due to the
Company by SatoshiPay under the terms of the Loan, via a new SAFE for
EUR250,000 ("SAFE1"). SAFE 1 will have a valuation cap of EUR3,500,000, which
sets out the maximum price at which the SAFE converts into equity.

 

Further SAFE

Further to SAFE 1, Blue Star has entered into a further SAFE with SatoshiPay
for EUR293,634 at a capped valuation of EUR2,500,000 ("SAFE 2"), by way of an
off-set against EUR293,634 of the outstanding debt due to the Company by
SatoshiPay under the terms of the Loan. SatoshiPay has agreed to this lower
capped valuation as a recognition of the Company's support for SatoshiPay over
the last 15 months.

 

On full conversion of both SAFE 1 and SAFE 2 on the basis of the respective
valuation caps, Blue Star's shareholding in SatoshiPay is expected to be no
less than approximately 58 per cent. The precise shareholding following any
conversion will depend upon the mechanics and timing of conversion and the
terms of the relevant conversion event. Until any conversion takes place, Blue
Star's current shareholding of approximately 50 per cent. remains unchanged.

 

A SAFE funding round does not immediately issue equity or change the
shareholding structure of SatoshiPay. Conversion of the SAFE funding into
equity will only occur in the event of satisfying its predefined conditions,
including but not limited to; a future funding round, a change of control, or
an IPO, as outlined in the SAFEs.

 

Equity Option

Further, SatoshiPay has agreed to grant Blue Star an option to invest up to a
further EUR500,000 in ordinary equity of SatoshiPay at a pre-money valuation
of EUR10,000,000 (the "Option"). The Option will have a one-year exercise
period from the date of grant.

 

Loan Repayment

In addition to the above, Blue Star will also receive a cash payment of
EUR115,000 from SatoshiPay as a further partial repayment of the Loan, which
is anticipated to provide Blue Star with sufficient working capital until the
end of 2026. Post these transactions the Loan will be considered as fully
paid, and the parties shall be released from their obligations under the Loan,
and the security in respect of the Loan shall be released. SatoshiPay intends
to maintain its Treasury operations in support of Vortex but will have the
flexibility of using those funds for working capital as required.

 

Tony Fabrizi, Executive Chairman of Blue Star said, "We believe the
conversion to SAFEs and partial repayment of the loan provides stability for
both SatoshiPay and Blue Star. In particular , it removes any need for
additional fund raisings in 2026 and allows SatoshiPay to focus on building
value in Vortex."

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The Directors of the Company take responsibility for
this announcement.

 

For more information please contact:

 

 Blue Star Capital plc                +44 (0) 777 178 2434
 Tony Fabrizi

 Cairn Financial Advisers LLP         +44 (0) 20 7213 0880
 (Nominated Adviser)
 Jo Turner / Liam Murray / Ed Downes

 Axis Capital Markets Limited         +44 (0) 20 3026 0449
 (Sole Broker)
 Lewis Jones

 

About Blue Star

Blue Star is an investing company with a focus on new technologies. Blue
Star's investments include SatoshiPay Ltd, 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;
and Paidia, a female focussed gaming platform.

 

About SatoshiPay

SatoshiPay is a blockchain technology company building software solutions at
the intersection of fiat and decentralised finance. The company is driving
ecosystem growth through strategic projects and incubations including Vortex
Finance (www.vortexfinance.co (http://www.vortexfinance.co) ), a ramping
platform providing widget and API solutions for seamless fiat-to-crypto access
and cross-border payments; Pendulum (www.pendulumchain.org
(http://www.pendulumchain.org) ), a cross-chain infrastructure connecting
stablecoins and traditional currencies to DeFi; and Nabla Finance
(www.nabla.fi (http://www.nabla.fi) ), a next-generation, active automated
market making decentralised exchange. SatoshiPay holds strategic token
positions, leveraging synergies across its portfolio, deploying liquidity and
earning yield to strengthen its ecosystem and shareholder value.

 

Forward looking statement disclaimer

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions shareholders and prospective
shareholder holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this announcement relate
only to events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement except as
required by law or by any appropriate regulatory authority.

 

 

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