REG - Astrid Intelligence - Fast-Track Admission to the AQSE Growth Market

CEL AIAnnouncement

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RNS Number : 3342X  Astrid Intelligence plc  01 September 2025

THIS ANNOUNCEMENT, TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE,
SHALL BE DEEMED TO CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE
AQSE GROWTH MARKET ACCESS RULEBOOK. IT HAS NOT BEEN APPROVED OR REVIEWED BY
THE AQUIS STOCK EXCHANGE OR THE FINANCIAL CONDUCT AUTHORITY.

1 September 2025

Astrid Intelligence PLC

(formerly, Cel AI PLC)

("Astrid" or the "Company")

Fast-Track Admission to the Access Segment of the AQSE Growth Market

and

Change of Name to Astrid Intelligence PLC

The Company is pleased to announce that trading of its ordinary shares of
£0.001 each ("Shares") consisting of 5,752,423,611 Shares is expected to
commence at 8:00am on 1 September 2025 on the Access segment of the AQSE
Growth Market ("Admission") under the ticker symbol ASTR and with its existing
ISIN number GB00BK964W87, SEDOL number BK964W8 and LEI number
213800IXPX4Z2MKX2U28.

Concurrently, the Company is pleased to announce its change of name to Astrid
Intelligence PLC which reflects its new strategic direction and growth
ambitions.

About The Company

The Company is a UK-headquartered artificial intelligence company developing
autonomous AI agents that deliver personalised wellness and lifestyle
recommendations. The Company operates a dedicated subnet on the Bittensor
decentralised AI network, an open-source platform where participants share
computing power, data and AI models in return for TAO token emissions.
Alongside its AI operations, the Company maintains a treasury strategy that
holds digital assets as a strategic reserve to support long-term capital
resilience. This positions the company among a growing cohort of public
companies integrating blockchain-based holdings into corporate treasury
management.

The Company established a biosynthetic CBD and CBG retail business and was
admitted to the Official List (by way of a Standard Listing under Chapter 14
of the Listing Rules) and trading on the London Stock Exchange on 26 February
2021.

During the year of 2024, the directors reviewed the strategy of the Company
and decided to pivot within the skincare business and to cease the active
management of subsidiaries, including King Tide Carbon Singapore. The decision
was made to manage the Company's treasury by making a significant investment
in digital assets.

Information pursuant to AQSE Access Rule 6.2

The Company's legal and commercial name is Astrid Intelligence PLC and was
incorporated in England and Wales on 25 August 2018 with registered number
11537452 as a public limited company under Companies Act 2006 ("CA 2006").

The Company is registered in and has its principal place of business in the
UK. The domicile of the Company is the United Kingdom. The liability of the
members is limited to the amount, if any, unpaid on the shares respectively
held by them.

The Company's registered office is at 9th Floor 16, Great Queen Street,
London, England, WC2B 5DG and the telephone number is 020 3930 1298. The
Company's website is https://www.getcel.ai.

The Company has one subsidiary, King Tide Carbon Pte. Ltd., incorporated in
Singapore as part of the Company's May 9th, 2023, acquisition. Except for the
subsidiary, the Company has no joint ventures or material investments, or any
material investments in progress, or any future material investments on which
its management bodies have made firm commitments.

The information contained in the Listing Prospectus (February 2021) published
in connection with the admission of the Company's Shares to the standard
listing segment of the Official List of the London Stock Exchange's Main
Market is incorporated by reference to this announcement. The Listing
Prospectus is available at: https://www.getcel.ai/investors
(https://www.getcel.ai/investors)

Risk Factors Specific to the Company

1.   The Company will be exposed to significant volatility in the
cryptocurrency market, which may adversely affect its financial position and
investor returns

The value of cryptocurrencies has historically experienced significant price
volatility over short time periods. A sustained decrease in the market price
of cryptocurrencies may materially reduce the Company's net asset value and
adversely affect investor confidence and returns. The Company intends to
mitigate this risk by retaining a significant cash runway and continuing to
generate revenue from its consulting and advisory services that are not
market-cycle dependent.

2.   The Company will be exposed to compliance risk as a result of operating
in the cryptocurrency sector, which is highly regulated. Breach of regulation
could result in significant costs and expenses to the Company.

The regulatory treatment of cryptocurrencies and related digital asset
activities remains subject to significant variation across jurisdictions and
continues to evolve. Future legislative or regulatory changes, or shifts in
interpretation or enforcement, could impact the Company's ability to operate
as intended or to deploy its yield strategies. Failure to comply with these
requirements can result in severe penalties, reputational damage, and loss of
business. To mitigate this risk, the Company intends to establish and maintain
a robust regulatory compliance framework and proactively review and implement
necessary changes arising from the evolving regulatory requirements into its
operations.

3.   The Company faces material risks related to the custody and security of
its cryptocurrency holdings, including loss, theft, and operational failures.

The secure custody of cryptocurrencies is critical to the Company's
operations. While the Company will use established custodial infrastructure
and security protocols, which include strict access controls, asset
segregation and regular audits, there is still a risk of loss or theft due to
cyberattacks, technical failures, or human error. Digital assets are
inherently vulnerable, and recovery options in the event of loss may be
limited. Insurance coverage may not fully compensate for such incidents. The
Company will implement regular audits and strong operational controls, but
residual risks remain.

4.   Risks associated with reverse takeover being triggered in the future
may result in suspension or cancellation of the Company's listing.

To accelerate the execution of the business strategy the Board may determine
that a transaction is in the best interests of the Company. Whilst the Board,
as at the date of this Document, do not envisage undertaking a transaction
which would trigger a reverse takeover under the AQSE rules, it may be
necessary to undertake such a transaction in the future to remain competitive
in the cryptocurrency sector. If such a transaction is undertaken this may
have three material impacts and risks for the shareholders of the Company:

1)   the transaction will likely trigger a suspension of trading of the
Ordinary Shares on the AQSE Exchange and may lead to the cancellation of the
Company's listing;

2)   there is no guarantee that any such triggering transaction will be
completed following due diligence and other pertinent transaction
considerations (such as cash-flow modelling) and therefore the abort of such a
transaction may result in wasted costs for the Company; and

3)   any transaction will likely be funded, at least in part, by the
issuance of Ordinary Shares as consideration shares and, accordingly, will be
dilutive for the existing shareholders of the Company.

Corporate Governance

Olivia Edwards, Executive Director and Chairperson (Age 27)

Olivia Edwards is an executive and board leader with a strong record in
governance, capital markets, and technology-driven enterprise. As Executive
Chair of Astrid, Ms. Edwards directs the company's strategic vision at the
forefront of artificial intelligence, drawing on her expertise in AI, crypto,
and advanced technology sectors.

Ms. Edwards currently serves on the boards of Pioneer AI Foundry Inc., Kua
Investments Inc., and Standard Strategies Inc., providing oversight and
strategic direction to innovative ventures in digital assets, blockchain
infrastructure, and emerging technology markets. Her career includes
operational and governance experience, guiding firms through public listings,
managing financings, and ensuring regulatory compliance in both Canadian and
UK jurisdictions.

She holds a Bachelor's degree in Cognitive Systems-focusing on artificial
intelligence-alongside a Master of Management and completion of the Canadian
Securities Course, bringing strong financial acumen and technical grounding to
each of her roles. Leveraging this multidisciplinary expertise and experience
in regulatory and capital market environments, Ms. Edwards is focused on
advancing the Company's growth and innovation in the technology sector.

Elliot Fielding, Chief Financial Officer (Age 30)

Elliot qualified as a Chartered Accountant at Deloitte, with experience in
Audit and Transaction Services. Elliot has advised clients ranging from large
multinational and listed companies to smaller, privately owned and managed
operations, in various sectors including cryptocurrency, AI and Technology,
amongst others. Currently, he is Managing Partner of Sampson Fielding, a firm
of Chartered Accountants and Business Advisors. Elliot is currently CFO of
Roundhouse Digital Pte Ltd, and also acted as Finance Director of Flex Labs
Inc. on their admission to AQSE in December 2023.

Misha Sher, Non-Executive Director (Age 46)

Misha is a senior marketing executive with over two decades of experience
working with leading brands, rights holders and talent. Mr Sher spearheaded
the growth of an award-winning sports, entertainment and culture business unit
at MediaCom, one of the world's largest media and communications agencies. He
has worked with some of the world's largest brands including eBay, Uber,
Coca-Cola, P&G, American Airlines, Apple and Toyota on investment in
leading cultural properties. He currently serves as NED at the European
Sponsorship Association.

Remuneration and Benefits for the year ended 31 August 2024

A summary of the audited remuneration received by the Directors for the year
ended 31 August 2024 is set out on page 11 of the 2024 Annual Report ("Annual
Report"). The information contained in the Annual Report published by the
Company is incorporated by reference to this announcement. The Annual Report
is available at: https://www.getcel.ai/investors
(https://www.getcel.ai/investors)

Elliot Fielding was appointed on 3 July 2025 with an annual salary of
£60,000. He does not receive any benefits in kind.

Related party transactions to 31 August 2024 are set out on page 41 of the
Annual Report.

Conflict of Interests

None of the Directors have any material conflicts of interest between any
duties owed to the Company and their private interests and/or other duties.

A Director shall not vote on any matter in which he or she has a conflict of
interest.

Legal and Arbitration Proceedings

The Company is not nor has been involved in any governmental, legal or
arbitration proceedings which may have, or have had during the 12 months
preceding the date of this document, a significant effect on the Company's
financial position and, so far as the Directors are aware, there are no such
proceedings pending or threatened against any member of the Company.

Director Shareholdings and Interest in the Company

A summary of the Directors' beneficial interests in the Company's Shares at
[29 August] 2025 (being the latest practical date prior to the issue of this
announcement) is set out below:

 Name            No. of Ordinary Shares  %
 Olivia Edwards  403,000,000             7.00

Details of the warrants held by the directors of the Company.

 Director         No. of Warrants
 Olivia Edwards   20,000,000
 Elliot Fielding  2,500,000
 Misha Sher       4,000,000

Lock-in Agreement

As at the date of this announcement there are no lock-in agreements in place.

Shareholder and Security Holder Information

The following persons, directly or indirectly, have an interest in the
Company's capital or voting rights, which is notifiable under English Law:

 

 Name                                             No. of Ordinary Shares  %
 OAK Securities Limited                           857,686,360             14.91
 Olivia Edwards                                   403,000,000             7.00
 Marallo Pte Ltd (controlled by Michael Edwards)  325,000,000             5.65
 Jub Capital Management LLP                       287,500,000             5.00
 Orca Capital AG                                  250,000,000             4.35
 Peel Hunt LLP                                    250,000,000             4.35

 

Other than those shares noted above, there are no beneficial shareholders who
hold 3% or more of the issued share capital of the Company.

The major shareholders do not have any different voting rights.

The Company has 5,752,423,611 fully paid Shares in issue.

Company's Borrowing, Funding Structure and Financial Position

Following the publication of the Company's Annual Report and the interim
accounts for the six months ended 28 February 2025, released on 30 May 2025
(the "Interim Accounts"), there have been material changes to the Company's
funding structure.

On 27 June 2025, the Company announced its intention to raise a minimum of
£7.5 million through an accelerated bookbuild process. This was followed by
an announcement on 30 June 2025 confirming that gross proceeds of £10 million
had been successfully raised. On 18 July 2025, the Company announced that the
fundraising had been completed (together, the "Placing Announcements").

The information contained in the Placing Announcements and the Interim
Accounts is incorporated by reference into this announcement. The Placing
Announcements and the Interims Accounts are available at:
https://www.getcel.ai/investors (https://www.getcel.ai/investors) .

Enquiries:

 

 Company
 Director

 Olivia Edwards                           via FSCF
 First Sentinel Corporate Finance (FSCF)
 Corporate Adviser

 Brian Stockbridge                        +44 7858 888 007
 OAK Securities
 Corporate Broker                         +44 20 3973 3678 / +44 7432 270 007

 Jerry Keen / Calvin Man                  jerry.keen@oak-securities.com (mailto:jerry.keen@oak-securities.com)

                                          calvin.man@oak-securities.com (mailto:calvin.man@oak-securities.com)
 Tancredi Intelligent Communication
 Media Relations                          +44 7897 557 112

 Charlie Hobbs                            +44 7861 430 057

 Diana Anikina

 cel.ai@tancredigroup.com

 

 

 

 

 

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