RCS - Greengage & Co Group - Intention to Float

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RNS Number : 5323K  Greengage & Co Group PLC  08 December 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS RELEASE.

 

This announcement is an advertisement and not an admission document or a
prospectus (or prospectus equivalent) and does not constitute or form part of
an offer or invitation to sell or issue or a solicitation of an offer to
subscribe for or buy any securities nor a recommendation to sell or buy
securities in any jurisdiction nor should it be relied upon in connection with
any contract or commitment whatsoever in any jurisdiction. Potential investors
should not purchase or subscribe for any transferable securities referred to
in this announcement except on the basis of the information in the final form
of an admission document (the "Admission Document") which may be published in
due course in connection with the proposed Placing, Retail Offer (each as
defined below) and admission of the Company's issued and to be issued ordinary
shares in the capital of the Company ("Ordinary Shares") to trading on the
Access Segment of the AQSE Growth Market. Upon any such publication the
Admission Document will supersede this announcement and the information
contained herein in its entirety and your investment decision, if any, must be
made only on the basis of the information contained therein. Neither this
announcement, nor anything contained or referred to herein shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Copies of the Admission Document will, if
published, be available during normal business hours on any day (except
Saturdays, Sundays and public holidays) at the registered office of the
Company and online at www.greengage.co (subject to certain access requirements
pursuant to applicable securities laws or regulations).

 

 

8 December 2025

 

 

Greengage & Co Group plc

 

 

Intention to Float on the Access Segment of the AQSE Growth Market

 

Bridging traditional finance & digital assets

 

Growing a proprietary B2B Fintech lending platform

 

 

Greengage & Co Ltd (to be re-registered as Greengage & Co Group Plc
immediately prior to Admission, together "Greengage" or the "Company"), the
fintech platform provider, announces its intention to seek the admission of
its entire issued and to be issued share capital to the Access segment of the
AQSE Stock Exchange Growth Market ("Admission").

 

Highlights

 

·      Greengage bridges traditional finance and digital assets through
a relationship-led fintech platform designed for institutional and
professional clients. It provides business-to-business (B2B) introductions to
payment services and electric money (e-money) providers and providers of
credit for SMEs, fiduciaries, and family offices, enabling seamless movement
between fiat and digital currencies.

 

o  Established revenue model making introductions to payment services
accounts and e-money accounts plus >$350m originated loans, generating
subscription and arrangement-fee income

 

o  With over 40 active clients and a pipeline exceeding 60 prospective
accounts, the Board believes the Company is well positioned for scalable
expansion

 

o  Strategic partnership with Equals Money, who along with other providers,
support the Company's "digital-asset friendly" account services capabilities

 

·      The Company's strategy and IPO ambition focuses on two
complementary objectives:

 

o  expanding its existing B2B financial platform; and

 

o  through an accompanying fundraise, buy Bitcoin and establish a Bitcoin
yield reserve strategy ("Bitcoin Yield Reserve Strategy") to support its
existing business and to seek to generate a yield.

 

·      The Bitcoin Yield Reserve Strategy is expected to be a component
of the Company's development to support its existing services in relation to
payment services accounts and e-money accounts and lending introduction
business and to generate sustainable returns from digital asset holdings.

 

·      The Company plans to execute its Bitcoin Yield Reserve Strategy
by borrowing on a non-recourse basis using its Bitcoin as collateral, and
deploying the funds borrowed into diversified, high-yield private credit
portfolios to generate a return.

 

·      Over time, the Company aims to recycle returns from the Bitcoin
Yield Reserve Strategy into working capital for the core business and
additional Bitcoin purchases, expanding the reserve and increasing overall
revenue from the strategy.

 

·      Greengage believes that using a non-recourse loan limits its
downside risk - if Bitcoin's price were to fall to a level where the
collateral was insufficient, the lender may liquidate the pledged Bitcoin to
cover the loan, but Greengage would have no further liability (beyond losing
the Bitcoin collateral) under the loan. Conversely, if Bitcoin's price
appreciates over time, Greengage stands to retain those gains on the Bitcoin
it still holds (minus the loan repayment at the end of the term of the loan),
effectively adding potential capital upside to the interest income earned
under the yield strategy.

 

·      This dual benefit - yield from credit investments plus potential
Bitcoin appreciation - means the strategy could bolster Greengage's earnings
and equity position simultaneously, whilst supporting the working capital
requirements of its business.

 

The Bitcoin Yield Reserve Strategy is designed not only to produce incremental
income for Greengage, but also to showcase a novel financial service that the
Company hopes it could offer to other firms in the future (subject to
obtaining the necessary regulatory approvals).

 

Fundraising

 

The Company is seeking a capital raise through a placing of ordinary shares in
the Company to institutional and professional investors (the "Placing") as
well as a subscription (together with the Placing, the "Fundraising")
primarily to acquire Bitcoin and establish the Company's Bitcoin Yield Reserve
Strategy, with the remainder to be used for general working capital purposes.

 

Alongside the Fundraising, the Company intends to offer retail investors the
chance to subscribe for new ordinary shares (the "Retail Offer Shares") via
the BookBuild platform. Retail investors in the United Kingdom would be able
to participate through BookBuild's partner network of investment platforms,
retail brokers and wealth managers, subject to such partners' participation
(the "Retail Offer").

 

A separate announcement regarding the Retail Offer will be made in due course.
The Retail Offer will be conditional on the Fundraising, but the Fundraising
will not be conditional on the Retail Offer.

 

Future Growth Opportunities

The Company's future growth strategy is anchored in expanding its role in
helping business customers find accounts, lending and yield-generating
opportunities (the latter representing a new business line for the Company,
subject to obtaining any necessary regulatory permissions). With over £116
billion of Bitcoin held by listed treasury companies globally and more than
100 such companies now quoted across the UK, US and Europe, the market for
institutional Bitcoin treasury management continues to deepen. Beyond
corporate treasuries, growth opportunities also arise among family offices,
particularly in the Middle East, who have accumulated significant wealth
through Bitcoin ownership and are seeking compliant, transparent financial
solutions. By deploying its own capital and providing a compliant bridge
between digital assets, private credit, and fiat banking, the Company aims to
increase market trust, attract institutional partners, and capture a leading
position in the emerging Bitcoin-integrated financial ecosystem.

 

The Company's growth trajectory focuses on expanding its fintech platform in
stages, aligned with evolving client demand and regulatory maturity. In the
near term, the emphasis is on scaling its services relating to payment
services accounts and e-money accounts through its partners such as Equals
Money and delivering crypto-friendly B2B banking and lending introductions.
The Company expects to introduce multi-provider BaaS integrations and access
yield and DeFi opportunities.

 

Beyond 2026, and subject to the Group obtaining any necessary regulatory
approvals, growth is expected to centre on operating as a fully regulated
credit broker, developing active credit-yield products for its customers and
developing a proprietary Bitcoin treasury management offering for its
customers. Across each phase, the Company intends to enhance its technology
services and data infrastructure, building a scalable and compliant ecosystem
for digital finance.

 

Board

 

At Admission, the Board will comprise one Executive Director and two
Non-executive Directors as follows:

 

Sean Henry Kiernan (Chief Executive Officer): Founded Greengage in 2018 and
has guided its vision of bridging banking with digital assets. Sean's
background includes senior roles at Clariden Leu (Credit Suisse group) and
Falcon Private Bank in Zurich, where he gained experience in private banking
and later became involved in Falcon's early adoption of cryptocurrency
services. He holds an MSc in Finance and is known for his entrepreneurial
leadership in the fintech space. As CEO, Sean sets Greengage's strategic
direction and oversees key partnerships and regulatory initiatives.

 

Prem Babu Goyal CBE (Non-Executive Chairman): Serves as the Chair of
Greengage's board, providing independent oversight and governance. He spent 20
years in investment banking, including working at Goldman Sachs in New York
and serving as a management consultant at Deutsche Bank in Tokyo and London.
Prem has since been active in public service and City initiatives - he is
recognized as an alderman supporting the Lord Mayor of the City of London.
Awarded a CBE for public service, Prem brings a wealth of corporate governance
experience. As Chairman, he guides board discussions on strategy, risk and
stakeholder management, and his City of London connections add significant
credibility to Greengage's profile.

 

Jennifer Katherine Knott (Non-Executive Director): Over 30 years of leadership
in global banking, fintech, and digital assets. Former CEO of NEX
Optimisation, ICAP Post trade and Standard BankIntl, and senior roles at
Nomura, UBS, and PaineWebber. Currently NED at British Business Bank,
Simplyhealth and Camco, chairs boards and committees, and advises fintech
scale-ups through FinTech Strategic Advisors. Expertise spans financial
markets, risk, governance, and emerging digital technologies. Jenny's
appointment to the Board is conditional upon Admission.

 

Sean Kiernan, Chief Executive Officer, of Greengage commented:

 

"We eagerly anticipate the next step of our journey through the admission to
trading on AQSE. Greengage aims to fill the gap left by traditional lenders
that cannot service businesses with cryptocurrency exposure, with our
institutional-grade B2B platform offering access to payment services accounts,
e-money accounts and crypto-backed lending.

 

"We aim to build on this proven model with our Bitcoin Yield Reserve strategy,
which is differentiated from established passive Bitcoin Treasury holding
strategies by pairing our treasury with diversified high-yield and
risk-managed private credit strategies. We are extremely excited by the
scalability of this model and believe that it will be attractive to a growing
number of corporates with passive Bitcoin allocations needing yield
generation."

 

Contacts

 

 Greengage & Co
 Sean Kiernan, Chief Executive Officer                                     Via Walbrook PR

 Singer Capital Markets                                                    +44 (0) 20 7496 3000

 (AQSE Corporate Adviser, Corporate Broker and Bookrunner)
 Investment Banking: Alex Bond / Sara Hale / James Fischer / Samed Ethemi

 Markets: William Gumpel / Jonathan Dighe

 Walbrook PR Ltd (Media & Investor Relations)                              Tel: +44 (0)20 7933 8780 or greengage@walbrookpr.com

                                                                         (mailto:greengage@walbrookpr.com)
 Nick Rome / Joe Walker / Marcus Ulker

 

 

IMPORTANT NOTICES

This is a financial promotion and is not intended to be investment advice.

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as amended) by Singer
Capital Markets Securities Limited, which is authorised and regulated by the
Financial Conduct Authority (FRN: 453676).

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

This announcement does not constitute or form part of any offer for sale or
subscription or any solicitation of any offer to buy or subscribe for any
securities and neither this announcement nor any part of it forms the basis of
or may be relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete, nor does this announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy, fairness or
completeness. The contents of this announcement are not to be construed as
legal, financial or tax advice. Any purchase of Ordinary Shares in the
possible Fundraising or Retail Offer should be made solely on the basis of
information contained in the final Admission Document which may be issued by
the Company in connection with the Fundraising and Retail Offer. The
information in this announcement is subject to change. Before purchasing any
Ordinary Shares, persons viewing this announcement should ensure that they
fully understand and accept the risks which will be set out in the Admission
Document, if published. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.

 

The Company may decide not to go ahead with the possible Fundraising, the
Retail Offer or Admission and there is therefore no guarantee that an
Admission Document will be published, the Fundraising or Retail Offer will be
made or Admission will occur. Potential investors should not base their
financial decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making investments should
consult an authorised person specialising in advising on such investments.
Neither this announcement, nor the Admission Document, constitutes a
recommendation concerning a possible offer of securities. The value of shares
can decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of a possible offer for the person
concerned.

 

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice, (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances or (iii) a personal recommendation to you. This announcement is
not for publication or distribution, in whole or in part, directly or
indirectly, in or into Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

 

The securities referred to herein have not been registered under the
applicable securities laws of Australia, Canada, The Republic of South Africa
or Japan and, subject to certain exceptions, may not be offered or sold within
Australia, Canada, The Republic of South Africa or Japan or to any national,
resident or citizen of Australia, Canada, The Republic of South Africa or
Japan or in any other jurisdiction in which the publication, distribution or
release of this announcement would be unlawful.

 

This announcement is directed only at persons whose ordinary activities
involve them in acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are: (i) if in
a member state of the European Economic Area ("EEA"), Qualified Investors as
defined in article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation"); and (ii) if in the United Kingdom, are Qualified Investors as
defined in article 2(e) of the EU Prospectus Regulation as it forms part of
domestic law pursuant to the European Union (Withdrawal) Act 2018 and (a) fall
within article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (b) are persons who fall
within article 49(2)(a) to (d) of the Order, or (c) to whom it may otherwise
be lawfully distributed (all such persons together being referred to as
"Relevant Persons").

 

This announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with such persons.

 

This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements involve known
and unknown risks and uncertainties, many of which are beyond the Company's
control and all of which are based on the Directors' current beliefs and
expectations about future events. In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology,
including, without limitation, the terms "anticipates", "believes", "could",
"envisages", "estimates", "expects", "intends", "may", "plans", "projects",
"should", "will" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements relate to matters
that are not historical facts. They include statements regarding the
intentions, beliefs and current expectations of the Company or the Directors
concerning, amongst other things, the results of operations, financial
condition, liquidity, prospects, growth and strategies of the Company and the
industry in which the Company operates. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
actual results, performance or achievements of the Company or developments in
the industry in which the Company operates may differ materially from the
future results, performance or achievements or industry developments expressed
or implied by the forward-looking statements contained in this announcement.

 

These forward-looking statements and other statements contained in this
announcement regarding matters that are not historical facts involve
predictions. No assurance can be given that such future results will be
achieved; actual events or results may differ materially as a result of risks
and uncertainties facing the Company. Such risks and uncertainties could cause
actual results to vary materially from the future results indicated, expressed
or implied in such forward-looking statements.

 

Each of the Company and Singer Capital Markets, and their respective
affiliates, expressly disclaims any obligation or undertaking to update,
review or revise any forward-looking statements contained in this announcement
and disclaims any obligation to update its view of any risks or uncertainties
described herein or to publicly announce the results of any revisions to the
forward-looking statements made in this announcement, whether as a result of
new information, future developments or otherwise, except as required by law.

 

The anticipated timetable for Admission, including the publication of the
Admission Document and/or the date of Admission, may be influenced by a range
of circumstances such as market conditions. There is no guarantee that the
Admission Document will be published or that Admission will occur. Acquiring
investments to which this announcement relates may expose an investor to a
significant risk of losing all or part of the amount invested. Persons
considering making such an investment should consult an authorised person
specialising in advising on such investments.

 

This announcement does not constitute a recommendation concerning Admission or
the Ordinary Shares. The value of Ordinary Shares and the income from them is
not guaranteed and can fall as well as rise due to stock market and currency
movements. On any sale of an investment an investor may get back less than he
or she originally invested. Potential investors should consult a professional
adviser as to the suitability of the Ordinary Shares for the person concerned
before making any investment decision. Past performance cannot be relied upon
as a guide to future performance.

 

Neither Singer Capital Markets, nor any of its affiliates, their respective
directors, partners, officers or employees, advisers, agents or any other
person accepts any responsibility or liability whatsoever for the contents of,
or makes any representations or warranties, express or implied, as to the
accuracy, fairness or completeness of the information presented or contained
in this announcement (or whether any information has been omitted from this
announcement) or any other information relating to the Company, its
subsidiaries and their associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith. Accordingly, Singer Capital
Markets, its affiliates, their respective directors, partners, officers or
employees, and any other person acting on their behalf expressly disclaims, to
the fullest extent possible, any and all liability whatsoever for any loss
howsoever arising from, or in reliance upon, the whole or any part of the
contents of this announcement, whether in tort, contract or otherwise which
they might otherwise have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as the Company's AQSE
Corporate Adviser and no-one else in connection with the possible Fundraising,
Retail Offer and Admission. Singer Capital Markets Securities Limited ("SCM
Securities" and together with SCM Advisory, "Singer Capital Markets"), which
is authorised and regulated in the UK by the FCA, is acting exclusively as the
Company's corporate broker and bookrunner and no-one else in connection with
the possible Fundraising, Retail Offer and Admission. Singer Capital Markets
will not regard any other person as its client in relation to the possible
Admission, Fundraise and Retail Offer and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients,
nor for providing advice in relation to the possible Admission, Fundraising or
Retail Offer, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.

 

For the avoidance of doubt, the contents of the Company's website and any
links available from the Company's website are not incorporated by reference
into, and do not form part of, this announcement.

 

Notice to Distributors

Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), and/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has determined
that the Ordinary Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors (for the purposes
of the UK Product Governance Requirements) should note that: (i) the price of
the Ordinary Shares may decline and investors could lose all or part of their
investment; (ii) the Ordinary Shares offer no guaranteed income and no capital
protection; and (iii) an investment in the Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Fundraising and Retail Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Singer Capital Markets will only
procure investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Ordinary Shares.

 

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.

 

RISK FACTORS

The Company is exposed to risks relating to the holding of cryptocurrency
assets and / or operating in an area which is exposed to cryptocurrency
assets. A potential investor's attention is drawn to the summary of
cryptocurrency risks set out below. If any of the following risks were to
materialise, the Company's business, financial conditions, results or future
operations could be materially adversely affected.

 

The list below is not exhaustive, nor is it an explanation of all the risk
factors involved in investing in the Company and nor are the risks set out in
any order of priority. Further details of risk factors relating to the Company
will be set out in the Admission Document.

 

Crypto asset Market Volatility

The Company's business is dependent on the broader crypto asset market, which
has historically been highly volatile. A sustained decline in the market
prices of major crypto assets may significantly reduce the value of the
Company's corporate treasury assets. Introductions to accounts and lending
services could also be adversely affected by a downturn in the market prices
and confidence in cryptoassets. The acceptance and long-term viability of
crypto assets remain uncertain.

 

Regulatory and Legal Uncertainty

The regulatory treatment of crypto asset-related activities is evolving
rapidly and varies across jurisdictions. Proposed, future changes in law,
regulation or regulatory interpretation are likely to bring the Company's
services under further regulatory oversight or restriction. Any adverse
regulatory development - such as the imposition of licensing requirements,
restrictions on crypto asset transactions, or more onerous compliance
obligations - could increase operational costs or limit the Company's ability
to operate as intended. Uncertainty in the legal environment (including around
anti-money laundering and taxation of crypto assets) further compounds these
risks.

 

Dependence on Third-Party Partners

A decision by major partners to curtail lending to crypto asset-backed
borrowers could sharply reduce the loan products available through the
Company's platforms and therefore the Company's fee revenues.

 

Reputational Risk

Any high-profile cybersecurity incident, client loss, or business setback at
the Company could erode trust among the Company's target clientele and
partners. Negative perception of the Company or its industry - for example,
due to a market-wide crypto asset scandal or collapse of a similar platform -
may discourage potential customers and counterparties from engaging with the
Company.

 

Credit Risk and Borrower Default in relation to Crypto as Collateral

Widespread or frequent borrower defaults, particularly as a result of falling
collateral values, could deter lenders from offering products via the Company,
reduce the attractiveness of crypto-backed lending to the market, and damage
the Company's reputation.

 

Collateral Value and Margin Call Risk

A sharp decline in the price of a collateral crypto asset may lead to margin
calls or the liquidation of crypto collateral, possibly at a time of depressed
crypto prices, potentially locking in losses for the borrower. The prospect of
margin calls and liquidation could discourage potential borrowers and exert
downward pressure on the Company's revenues.

 

Bitcoin Price Fluctuations and Non-Recourse Lending

The establishment of a Bitcoin "yield reserve" is inherently subject to
Bitcoin market risk. While the Company's intended borrowing arrangements would
be on a non-recourse basis, a sharp drop in Bitcoin's price could lead to a
non-recourse lender to the Company liquidating the Company's Bitcoin
collateral to cover any loan advanced. Downward Bitcoin price volatility may
trigger interim margin calls or require additional collateral under loan
agreements.

 

Custody and Security of Digital Assets Risk

The Company faces material risks related to the custody and security of its
cryptocurrency holdings, including loss, theft, and operational failures.
There is a risk of loss or theft due to cyberattacks, technical failures,
hijack or physical attack, 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.

 

Counterparty and Rehypothecation Risk

During the term of any Bitcoin-backed loan, the Company will be reliant on the
lender to safeguard those assets and ultimately return them if the loan is
repaid. Any loss of the Bitcoin collateral or delay in its return could not
only undermine the Company's treasury strategy but also erode shareholder
confidence in the Company's asset management approach.

 

Financing Availability and Interest Rate Risk in relation to Bitcoin-backed
Loans

Any tightening of credit conditions or lenders' risk appetite - including as a
result a deterioration in cryptoasset market liquidity - could result in the
loans to the Company not being available at the anticipated interest rate or
requiring a higher than anticipated posting of Bitcoin as collateral.

 

General Risks relating to Exposure to Bitcoin or other Digital Assets

 

These include the risks set out below:

 

Liquidity Constraints

Bitcoin markets may experience periods of illiquidity, which could impact the
Company's ability to sell its holdings quickly or at favourable prices. Market
disruptions, technological failures, or a lack of counterparties may further
constrain liquidity. In such scenarios, the Company may be forced to accept
lower prices or delay transactions.

 

Technology and Operational Risks

Bitcoin relies on complex technological infrastructure, including blockchain
networks and cryptographic protocols. System failures, software bugs, or
protocol changes could disrupt the company's ability to access or transfer its
holdings. Operational risks also include human error and inadequate internal
controls.

 

Environmental and ESG Concerns

Bitcoin mining and transaction processing are energy-intensive and have raised
environmental, social, and governance (ESG) concerns. Negative perceptions
around bitcoin's environmental impact could affect the company's ESG ratings
or investor appetite. Regulatory measures targeting environmental
sustainability could restrict or penalise Bitcoin-related activities. The
Company may face increased scrutiny from stakeholders on its ESG performance.

 

Concentration Risk

A significant portion of the Company's assets may be concentrated in Bitcoin,
exposing it to heightened risk from adverse market movements. Lack of
diversification increases vulnerability to price shocks or sector-specific
developments. Concentration risk may also amplify the impact of regulatory or
technological changes.

 

Risk of Forks and Protocol Changes

Bitcoin's underlying protocol may be altered through network upgrades or
contentious forks. Such changes can result in the creation of new digital
assets or disruption to existing holdings. The Company may face operational
challenges in managing forks or adapting to protocol changes. There is also
the risk of loss or confusion regarding asset ownership.

 

Loss or Destruction of Private Keys

Access to Bitcoin is controlled by private cryptographic keys, the loss or
destruction of which results in permanent loss of the associated assets. Human
error, hardware failure, or malicious activity could lead to key loss.

 

Accounting and Valuation Uncertainty

The accounting treatment and valuation of Bitcoin may be subject to differing
interpretations and evolving standards. Changes in accounting policies or
guidance could affect the Company's financial statements. Valuation challenges
may arise due to price volatility or lack of observable market data. This
could impact reported results and investor understanding.

 

Risk of Regulatory Enforcement

Authorities may take enforcement action against companies involved in digital
assets, including Bitcoin. Such actions could include fines, sanctions, or
restrictions on operations. The Company may incur significant costs in
responding to investigations or defending its position.

 

Cross-Border Risks

Bitcoin transactions are global and may expose the company to cross-border
legal, regulatory, or tax risks. Differences in jurisdictional approaches
could result in conflicting obligations or increased compliance burdens. The
Company may face challenges in navigating international regulatory frameworks.
Cross-border risks may also affect the ability to transfer or realise assets.

 

Risk of Market Manipulation

The Bitcoin market is susceptible to manipulation due to its relative lack of
oversight and transparency. Market participants may engage in practices such
as spoofing, wash trading, or pump-and-dump schemes. Such activities can
distort prices and adversely affect the Company's holdings. Regulatory
intervention may not always prevent or remedy market abuse.

 

Lack of Recourse and Consumer Protections

Unlike traditional financial assets, Bitcoin holdings may not benefit from
statutory recourse or consumer protection schemes. In the event of loss,
theft, or fraud, investors may have limited or no avenues for recovery. The
Company's exposure to Bitcoin is therefore inherently riskier than holding
regulated financial instruments.

 

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