REG - Satsuma Tech PLC - Closing of the second convertible loan note

Satsuma TechnologyAnnouncement

24/07/2025 07:00

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RNS Number : 3266S  Satsuma Technology PLC  24 July 2025

This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication
of this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.

FOR IMMEDIATE RELEASE

24 July 2025

Satsuma Technology PLC

("SATS " or the "Company")

LSE: SATS

Frankfurt Exchange: NM1

Closing of the second convertible loan note

This announcement is further to the announcements made on 24 June 2025 and 27
June 2025 (the "Announcements"). As detailed in the Announcements, the Company
launched a private offering of a secured convertible loan note for no less
than £100 million (the "CLN") with Fortified Securities acting as the lead
broker for non-US investors and Dawson James Securities mandated for US
investors.

Closing of the private offering

The board is delighted to confirm that the Company has successfully closed the
book on the raise materially in excess of £100 million. The book includes a
number of high-profile funds as well as several participants which will be
notifiable shareholders following the conversion of the CLN. The details of
these participants will be confirmed in due course, including in the
Prospectus which will regulate the admission to trading on the Main Market of
ordinary shares in the capital of the Company arising on conversion of the
CLN.

The Company holds subscription letters with irrevocable conditional
commitments in excess of the minimum raise, such commitments only conditional
upon customary closing conditions precedent including the satisfaction of
relevant KYC requirements.

The Company will update shareholders of the progress of closing once all
conditions precedent have been satisfied and funds have been settled. The
Company anticipates all committed funds arriving in full within the next two
weeks.

Strategic US Investors

The board has elected to adjust the United States minimum subscription (as
announced on 27 June 2025) in light of certain key strategic accredited
investors who have requested participation below the previously notified $1m
(one million USD) threshold. This pool of investors are excluded from the
calculations noted above and are anticipated to relate to an investment pool
of no greater than £10m (ten million GBP).

Accordingly, the Company has determined to open a short term third round that
will be limited to individual investors identified by the Company as key
strategic accredited investors in the United States who can also demonstrate
their accredited investor status to the satisfaction of the US placement
agent, Dawson James Securities, Inc. The terms of the third round will be
identical to those of the second round (i.e. as detailed in the Announcements)
except that the minimum investment amount will be $100,000 (one hundred
thousand dollars).  The third round is expected to close on or about 28 July
2025.

Henry Elder, CEO, commented: "This successful capital raise marks a pivotal
moment, not just for Satsuma, but for the London market. We launched this
offering to test the institutional appetite for our vision-a future where
corporate treasury and decentralized AI are deeply intertwined-and we have
been truly overwhelmed by the response. We are now exceptionally
well-positioned and thrilled to collaborate with our world-class institutional
partners in London and worldwide as we build the UK's flagship bitcoin and
decentralised AI company."

The Chief Bitcoin Strategist, Mark Moss, noted "We are grateful for the
overwhelming market support demonstrated through this successful capital
raise, which exceeded our £100 million target. This validation confirms the
UK market's confidence in Satsuma's strategic direction and our leadership
team's execution capabilities. With this expanded capital base, we anticipate
providing a platform within London to promote the future of decentralized
infrastructure, accelerating both our Bitcoin accumulation strategy and our
role in driving institutional Bitcoin adoption across Europe."

The Company's Chairman, Matt Lodge, commented: "We are delighted to be able to
have concluded such a successful capital raise with Fortified Securities and
Dawson James Securities. The books for the raise have closed in excess of our
minimum £100m target. This funding will enable us to both accelerate the
growth of our business operations as well as position us at the forefront in
London of the bitcoin community. We believe the current operations are easily
scalable, providing exceptional returns against the proportionate investment
into developers and other staff. The revenues generated by the expanded
operations, along with this capital raising, will be held in our previously
announced treasury. With the team of high caliber appointments at Satsuma,
along with the current board of directors, we anticipate providing a platform
within London to promote the future of decentralised infrastructure, as well
as undertaking the vital work of educating and supporting businesses with,
what we believe to be, the necessary adoption into the bitcoin journey."

Board Appointment

The Company is also pleased to confirm that, further to the announcement made
on 14 July 2025 regarding the appointment of Henry Elder as CEO, he has now
been appointed to the Board as an Executive Director. There are no matters
requiring disclosure under UK Listing Rule 6.4.8.

This announcement does not constitute an offer to sell or a solicitation of an
offer to buy the notes described herein, nor shall there be any sale of the
notes in any state or other jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering is made pursuant to the
exemption from registration provided by Regulation D, Rule 506(c). Copies of
the offering materials, may be obtained by contacting Dawson James Securities,
Inc. at 101 N Federal Hwy, Suite 600, Boca Raton, FL, 33432, at telephone
number (561)571-3703, or via email at: investmentbanking@dawsonjames.com.
Prospective investors will be required to demonstrate their Accredited
Investor status to the satisfaction of the Company and Dawson James
Securities, Inc. prior to being provided access to the offering materials.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this announcement constitute "forward-looking
statements." These forward-looking statements represent the Company's
expectations or beliefs concerning guidance, future events, anticipated
revenue, future demand and production levels, macroeconomic trends, the
development of ongoing projects, costs and expectations regarding operating
results, and it is possible that the results described in this press release
will not be achieved. This announcement contains "forward-looking statements,"
which can be identified by words like "may," "will," "likely," "should,"
"expect," "anticipate," "future," "plan," "believe," "intend," "goal," "seek,"
"estimate," "project," "continue" and similar expressions. Any forward-looking
statement speaks only as of the date on which it is made, and, except as
required by law, the Company does not undertake any obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.

ENDS

Enquiries:

 Satsuma Technology PLC                                        Tel: +44 (0)20 3855 8888

 Matt Lodge, Chairman
 Yellow Jersey PR

 Charles Goodwin / Annabelle Wills                             Tel: +44 (0)7747 788 221 / +44 (0)7775 194 357

 First Sentinel Corporate Finance Limited - Financial Adviser

 Brian Stockbridge                                             Tel: +44 (0) 20 3855 5551
 Fortified Securities - Broker

 Guy Wheatley                                                  Tel: +44 (0) 7493 989014

 

About Satsuma Technology PLC (SATS.L) Headquartered in London, the Company is
a publicly listed technology company focused on Bitcoin-native treasury
management and decentralized finance focused artificial intelligence. The
Company operates a treasury-first model, aligning itself with the most secure
monetary network in history-Bitcoin-while building and investing in AI-based
decentralized infrastructure and applications.

Website: www.satsuma.digital (http://www.satsuma.digital)

 

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