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REG - Satsuma Tech PLC - Interim Results to 8 August 2025

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RNS Number : 3436X  Satsuma Technology PLC  01 September 2025

 

01 September 2025

 

Satsuma Technology Plc

 

('Satsuma' or the 'Company')

 

Unaudited Interim Results

for the Period 1 June 2025 to 8 August 2025

 

Satsuma Technology PLC (LSE: SATS), a public company pioneering the
convergence of decentralised AI and Bitcoin treasury management, today
announces unaudited interim financial statements for the period from 1 June
2025 to 8 August 2025. Restated interim financial statements for the three
months ended 31 May 2025 are also included, which supersede the financial
statements released on 10 July 2025*.

In light of the significant proceeds received from its recent fundraising and
given the Company's leadership in emerging asset classes, the Board has
determined that it is appropriate to provide more frequent financial
disclosure than the statutory minimum. The release of these interim statements
outside the ordinary reporting cadence is therefore intended to give investors
clear visibility on the Company's financial position, balance sheet strength
and treasury holdings.

Highlights:

 * £168.9 million raised via Convertible Loan Notes during the period, providing
significant capital to support the growth strategy and demonstrating
institutional investor support

 * Treasury holdings include 1,148.647 BTC, valued at approximately £99.6
million as at 8 August 2025, plus cash and cash equivalents of approximately
£54.0 million

 * Higher utilisation of the subnet and increasing revenues

 * Significant progress made in establishing the highest standards of
infrastructure and governance, with a renewed commitment to investor
transparency

 

Henry K. Elder, CEO, commented:

"The last two months have been transformative for Satsuma, culminating in our
milestone £164m capital raise. This positions us at the powerful convergence
of applied AI and corporate Bitcoin treasuries. Our real-time AI agents are
already delivering critical intelligence for institutional treasury
management, a capability directly strengthened by our own growing Bitcoin
treasury.

Our focus now is clear: to scale our infrastructure and execute the next phase
of our capital plan, cementing our position as the undisputed institutional
leader in London and beyond."

*Along with the 8 August 2025 figures, these results include a restatement of
the Company's interim financial statements for the three months ended 31 May
2025, originally published on 10 July 2025.  In the unaudited interim results
released on 10 July 2025 for the three months ended 31 May 2025, the IP was
originally presented as a revaluation adjustment. These interim figures have
now been amended to reflect a reversal of impairment, consistent with the
recognition of cumulative development expenditure and the subsequent
reassessment of recoverable amount at £2.157 million. The amended interim
disclosures therefore align with the Company's accounting policy and IFRS
requirements and should be read as superseding the original publication.

 

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

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JUNE 2025 TO 8 AUGUST 2025

 

 

 

                                                                                    Unaudited                            Unaudited        Audited
                                                                                    Period 1 June 2025 to 8 August 2025  3 months ending  Year ending

                                                                                                                         31 May 2025      28 Feb 2025
                                                                             Notes  £'000                                £'000            £'000
 Continuing Operations
 Revenue                                                                            9                                    1                1
 Cost of Sales                                                                      -                                    -                -
 Gross Profit                                                                       9                                    -                1

 Administrative expenses                                                            (8,767)                              (116)            (709)
 Reversal of impairment                                                             -                                    2,157            -

 Operating loss                                                                     (8,758)                              (2,042)          (708)
 Finance Income                                                                     -                                    -                -
 Finance Costs                                                                      -                                    -                -
 Foreign Currency Gain/(loss)                                                       (382)                                -                -
 Fair Value Gains                                                                   -                                    375              -
 Revaluation loss on cryptocurrencies                                               (1,237)                              -                -
 Loss before taxation                                                               (10,377)                             2,417            (708)
 Taxation on loss of ordinary activities                                            -                                    -                -
 Loss for the period from continuing operations                                     (10,377)                             2,417            (708)
                                                                             6

 Other comprehensive income                                                         (21)                                 -                -

 Total comprehensive loss for the period attributable to shareholders from
 continuing operations

                                                                                    (10,398)                             2,417            (708)

                                                                             4

 Basic & dilutive earnings per share - pence                                        (2.23)                               0.53             (0.18)

 

The notes form an integral part of the condensed interim financial statements.

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 8 AUGUST 2025

 

 

                                      Unaudited       Unaudited     Audited
                                      As At           As at         As At

                                      8 August 2025   31 May 2025   28 Feb 2025
                               Notes  £'000           £'000         £'000
 NON-CURRENT ASSETS
 Intangible assets             5      101,760         2,190         2,202
 Investments                   6      625             625           250
 TOTAL NON-CURRENT ASSETS             102,385         2,815         2,452
 CURRENT ASSETS
 Cash and cash equivalents            54,043          6             31
 Trade and other receivables   7      7,574           19            25
 TOTAL CURRENT ASSETS                 61,617          25            56
 TOTAL ASSETS                         164,002         2,840         2,507

 EQUITY
 Share capital                 8      528             454           454
 Share Premium                 8      6,020           4,904         4,880
 Share Based Payment Reserve   9      426             743           743
 Revaluation Reserve           9      12              33            45
 Other reserves                       47              -             -
 Retained Earnings                    (13,878)        (3,818)       (4,078)
 TOTAL EQUITY                         (6,845)         2,316         (2,043)

 CURRENT LIABILITIES
 Trade and other payables      10     1,898           524           464
 Financial Liabilities FVTPL   11     168,949         -             -
 TOTAL CURRENT LIABILITIES            170,847         524           464
 TOTAL LIABILITIES                    170,847         524           464
 TOTAL EQUITY AND LIABILITIES         164,002         2,840         2,507

 

The notes form an integral part of the condensed interim financial statements.

 

The condensed interim financial statements were approved and authorised by the
Board of Directors on 28 August 2025 and were signed on its behalf by:

 

 

Henry K. Elder

Director

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 1 JUNE 2025 TO 8 AUGUST 2025

 

                                                 Share Capital  Share Premium  Share based payment reserve  Revaluation Reserve  Other reserves  Retained Earnings  Total Equity
                                                 £'000          £'000          £'000                                             £'000           £'000              £'000
 Balance at 1 March 2024                         379            4,880          705                          -                    -               (5,527)            437
 Profit (Loss) for period                        -              -              -                                                 -               (708)              (708)
 Other comprehensive income                      -              -              -                                                 -               -                  -
 Total comprehensive income for year             -              -              -                                                 -               (708)              (708)
 Transactions with owners in own capacity:
 Ordinary shares issued                          75             -              -                                                 -               -                  75
 Share based payments                            -              -              38                                                -               -                  38
 Changes in reserves                             -              -              -                            45                   -               -                  45
 Total transactions with owners in own capacity  75             -              38                           45                   -               -                  158
 Balance at 28 February 2025                     454            4,880          743                          45                   -               (6,235)            (113)

 Profit (Loss) for period                        -              -              -                                                 -               2,417              2,417
 Other comprehensive income                      -              24             -                                                 -               -                  24
 Total comprehensive income for year             -              24             -                                                 -               2,417              2,441
 Transactions with owners in own capacity:
 Ordinary shares issued                          -              -              -                                                 -               -                  -
 Share based payments                            -              -              -                                                 -               -                  -
 Changes in reserves                             -              -              -                            (12)                 -               -                  (12)
 Total transactions with owners in own capacity  -              -              -                            (12)                 -               -                  (12)
 Balance at 31 May 2025                          454            4,904          743                          33                   -               (3,818)            2,316

 Profit (Loss) for period                        -              -              -                            -                    -               (10,377)           (10,377)
 Other comprehensive income                      -              -              -                            (21)                 -               -                  (21)
 Total comprehensive income for period           -              -              -                            (21)                 -               (10,377)           (10,398)
 Transactions with owners in own capacity:
 Ordinary shares issued                          74             1,116          -                            -                    -               -                  1,190
 Exercise of warrants                                                          (317)                        -                                    317                -
 Changes in reserves                             -              -              -                            -                    47              -                  47
 Total transactions with owners in own capacity  74             1,116          (317)                        -                    47              317                1,237
 Balance at 8 August 2025                        528            6,020          426                          12                   47              (13,878)           (6,845)

 

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS

FOR THE PERIOD FROM 1 JUNE 2025 TO 8 AUGUST 2025

 

 

 

                                                           Unaudited                            Unaudited                    Audited
                                                           Period 1 June 2025 to 8 August 2025  3 months ending 31 May 2025  12 month period ended

                                                                                                                             28 Feb 2025
                                                           £'000                                £'000                        £'000
 Cash flow from operating activities
 (Loss)/gain for period                                    (10,398)                             2,417                        (707)
 Adjustments for:
 Impairment/(reversal)                                     -                                    (2,157)                      45
 Fair value gain on investment (FVTPL)                     -                                    (375)                        -
 Revaluation of Cryptocurrencies                           1,258                                -                            -
 Services settled by issue of warrants                     266                                  -                            39
 Fees settled through CLN issue                            6,174                                -                            -
 Changes in working capital:
 Decrease / (Increase) in trade and other receivables      (65)                                 6                            30
 Increase / (decrease) in trade and other payables         1,374                                60                           279
 Net cash used in operating activities                     (1,391)                              (49)                         (314)

 Cash flows from investing activities
 Purchase of intangible assets                             (4,500)                              -                            (45)
 Investments                                               -                                    -                            (250)
 Net cash flow from investing activities                   (4,500)                              -                            (295)

 Cash flows from financing activities
 Share issue, net of issue costs                           948                                  25                           75
 Cash proceeds from Issue of Convertible Loan Notes        58,885                               -                            -
 Net cash flow from financing activities                   59,833                               25                           -

 Net (decrease) in cash and cash equivalents               53,942                               (24)                         (534)
 Cash and cash equivalents at beginning of the period      7                                    31                           565
 Foreign exchange impact on cash                           94                                   -                            -
 Cash and cash equivalents at end of the period            54,043                               7                            31

 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

FOR THE 3 MONTH PERIOD ENDING 31 MAY 2025

 

 

1         General information

 

Satsuma Technology Plc (formerly TAO Alpha Plc) is a public limited company
incorporated in England and Wales and domiciled in the United Kingdom. The
registered office and principal place of business is 9(th) Floor, 16 Great
Queen Street, London WC2B 5DG. The Company was incorporated on 19 March 2021.

 

On 02 July 2025, the Company announced its intention to change its name to
Satsuma Technology PLC (Ticker SATS).  The Company's TIDM has changed from
"TAO" to "SATS". The Company's website has been changed
to www.satsuma.digital.

 

The Company's principal activity is that of a global AI-focused software
development company which utilises TAO Bittensor Subnet technology to maximise
the reach and scope of the developments. It is led by a team experienced in
this sector and in the development of technology businesses. Furthermore, the
recently announced Convertible Loan Facility provides the working capital
required to execute this strategy and, at the same time, allows the company to
implement a Bitcoin Treasury Management strategy. The Company is based in UK
and its shares are listed on the Main Market of the London Stock Exchange
(LSE: SATS).

 

2         Accounting policies

 

IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.

 

Details of the Group's Accounting Policies can be found in the audited annual
financial statements ("annual financial statements") for the year ended 28(th)
February 2025.

 

2.1        Basis of preparation

 

The condensed consolidated interim financial statements ("interim financial
statements") have been prepared in accordance with International Accounting
Standard 34 "Interim Financial Reporting" (IAS 34) as adopted by the European
Union (EU). The interim financial statements have been prepared on the
historical cost basis, except for assets and liabilities measured at fair
value through profit and loss, and are presented in pounds sterling (£). All
amounts have been rounded to the nearest £'000, unless otherwise stated.

 

During the period a new subsidiary entity, Satsuma Technology Pte Ltd was
incorporated in Singapore for the purposes of supporting the Group's treasury
operations in a tax and regulatorily favourable jurisdiction.  Satsuma
Technology Pte Ltd is a wholly owned subsidiary of Satsuma Technology Plc, and
its results have been consolidated in accordance with applicable accounting
standards.  The figures for the period represent the consolidated results for
the period since the incorporation of the subsidiary to and at the Balance
Sheet date.

 

The interim financial statements have not been audited. The interim financial
statements do not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006. The figures have been prepared using applicable
accounting policies and practices consistent with those adopted in the audited
annual financial statements ("annual financial statements") for the year ended
28(th) February 2025.

 

The interim financial statements are for the period from 1 June 2025 to 8
August 2025, being three months from the financial year end for the Company
being 28 February 2025. The interim financial statements do not include all
the information and disclosures required in the annual financial statements
and should be read in conjunction with the Company's annual financial
statements for the period ended 28 February 2025. The Company has disclosed
comparative data for the period from 1(st) March 25 to 31 May 2025, as well as
audited figures from the annual financial statements.

 

The functional currency for the Company is determined as the currency of the
primary economic environment in which it operates. Both the function and
presentational currency of the Company Pounds Sterling (£).

 

The business is not considered to be seasonal in nature.

 

New standards, amendments and interpretations adopted by the Company

During the current period the Company adopted all the new and revised
standards, amendments and interpretations that are relevant to its operations
and are effective for accounting periods beginning on 1 March 2025. This
adoption did not have a material effect on the accounting policies of the
Company.

 

New standards, amendments and interpretations not yet adopted by the Company

The standards and interpretations that are relevant to the Company, issued,
but not yet effective, up to the date of these interim financial statements
have been evaluated by the directors and they do not consider that there will
be a material impact of transition on the financial statements.

 

 

2.2        Risks and uncertainties

The principal risks and uncertainties relevant to the Company have not changed
materially since the release of the annual financial statements for the period
ending 28 February 2025. These risks can be referenced in the strategic report
contained within the annual financial statements which were released on 27
June 2025 and are available on the Company's website.

 

3        Critical accounting estimates and judgements

 

In the application of the Company's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed below:

 

Share Based Payments

The Company measures the cost of equity-settled transactions by reference to
the fair value of the equity instruments at the date at which they are
granted. The fair value is determined by using the Black-Scholes model taking
into account the terms and conditions upon which the instruments were granted.
The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets
and liabilities within the next annual reporting period but may impact profit
or loss and equity. There have been no dilutive instruments issued in the
period and the value remains equal to that in the annual financial statements
as at the last reporting period.

Intangible Assets

 

Cryptocurrencies

The Company holds significant balance in cryptocurrencies (as detailed in note
5. The accounting for cryptocurrencies is an area that involves judgement, as
there is currently no specific IFRS that directly addresses their treatment.

The Group has determined that its cryptocurrency holdings meet the definition
of intangible assets under IAS 38 Intangible Assets, as they are identifiable
non-monetary assets without physical substance and are not financial
instruments. Management has assessed that the cryptocurrencies are not held
for sale in the ordinary course of business and therefore are not classified
as inventory under IAS 2.

Where the is no observable market for the cryptocurrency held, the
cryptocurrencies are initially recognised at cost and subsequently measured at
cost less any accumulated impairment losses, as there is no reliably
observable active market that would justify the use of a revaluation model
under IAS 38. Impairment testing is performed at each reporting date, and this
involves estimation of the recoverable amount, typically determined with
reference to observable market prices. Impairment losses cannot be reversed
under IAS 38, even if the fair value of the cryptocurrency subsequently
recovers.  Management continues to monitor industry guidance and regulatory
developments that may impact the accounting treatment of cryptocurrencies.

Where an active market exists for a particular cryptocurrency held by the
company, the company initially recognises the asset at cost and subsequently
applies a revaluation model.  Increases are recognised in Other Comprehensive
Income and accumulated in the Revaluation Reserve, except to the extent that
they reverse a revaluation decrease on the same asset previously recognised in
profit or loss.  Decreases in carrying amounts are recognised in profit and
loss except to the extent that they reverse previous upward revaluations
recognised in equity.

The determination of whether an active market exists for a particular
cryptocurrency involves judgement, including an assessment of trading volume,
bid/ask spread, and market participant activity.

 

4         Earnings per share

 

The basic earnings per share is calculated by dividing the profit/(loss)
attributable to equity shareholders by the weighted average number of shares
in issue.

 

                                                                         Unaudited At    Unaudited At  Audited At

                                                                         8 August 2025   31 May 2025   28 Feb 2025
 Loss for the period from continuing operations (£'000)                  (10,398)        2,417         (708)
 Weighted average number of ordinary shares in issue                     465,537,050     454,210,796   399,075,001
 Basic and diluted earnings per share for continuing operations (pence)  (2.23)          0.53          (0.18)

The Company had in issue 66,052,333 warrants at 8 August 2025. The profit
attributable to equity holders and weighted average number of ordinary shares
for the purposes of calculating diluted earnings per ordinary share are
identical to those used for basic earnings per ordinary share. This is because
the exercise of warrants and options would have the effect of reducing the
loss per ordinary share and is therefore anti-dilutive.

 

 

5         Intangible assets

 

At 8 August 2025

 Intangible asset Type  Opening Balance  Additions  Revaluations  Closing balance

                        £'000            £'000      £'000         £'000
 Intellectual Property  2,157            -          -             2,157
 Cryptocurrencies       33               100,828    (1,258)       99,603
 Total                  2,190            100,828    (1,258)       101,760

 

At 31 May 2025

 Intangible asset Type  Opening Balance  Additions  Revaluations  Closing balance

                        £'000            £'000      £'000         £'000
 Intellectual Property  -                -          2,157*        2,157
 Cryptocurrencies       45               -          (12)          33
 Total                  45               -          2,145         2,190

 

At 28 February 2025

 Intangible asset Type  Opening Balance  Additions  Revaluations  Closing balance

                        £'000            £'000      £'000         £'000
 Intellectual Property  -                -          -             -
 Cryptocurrencies       -                1          44            45
 Total                  -                1          44            45

 

 

* The Company initially acquired the core intellectual property (IP) from
Flatiron for a consideration of £52,000. Subsequent development and
enhancement activities were carried out through the engagement of external
developers and technical consultants, with costs settled through a combination
of GBP cash payments and equity-settled share issues.

 

In line with the Company's stated accounting policies and the requirements of
IAS 38 Intangible Assets and IAS 36 Impairment of Assets, this expenditure
should have been recognised as an intangible asset on initial capitalisation
and immediately impaired to nil, reflecting the absence of demonstrable future
economic benefits at the time of recognition. This adjustment represents the
proper application of the Company's original accounting policy, but does not
affect the audited financial statements for the year ended 28 February 2025,
which remain unchanged.

 

In the unaudited interim results released on 10 July 2025 for the three months
ended 31 May 2025, the IP was originally presented as a revaluation
adjustment. These interim figures have now been amended to reflect a reversal
of impairment, consistent with the recognition of cumulative development
expenditure and the subsequent reassessment of recoverable amount at £2.157
million. The amended interim disclosures therefore align with the Company's
accounting policy and IFRS requirements and should be read as superseding the
original publication.

 

At 8 August 2025 the Group held the following Cryptocurrencies in Treasury:

 

 

 Cryptocurrency  Number      Fair Value at 8 August 2025
 Bitcoin (BTC)   1,148.647   £99,590,960
 AROK Tokens     50,000,000  £12,022
                             £99,602,982

 

 

6         Investments

 

 Unlisted Investments  8 August 2025  31 May 2025  28 Feb 2025
                       £'000          £'000        £'000
 Roundhouse Digital    625            625          250
                       625            625          250

 

During the 3-month period ended 31(st) May 2025, the Company reassessed the
fair value of its investment in Roundhouse Digital, an unlisted entity in
which the Company holds approximate holdings of 17% equity interest. Based on
updated financial information and recent comparable market transactions, the
fair value of the investment increased by £375k. The gain of £375k has been
recognised in the condensed consolidated statement of profit or loss under
'Other Comprehensive Income'.

As a result, the carrying amount of the investment was adjusted from £250K to
£625K as at 31 May 2025.

There have been no disposals or transfers related to this investment during
the period.

The investment is classified as a Level 3 instrument due to the use of
unobservable inputs in the valuation model.

 

 

7         Trade and other receivables

 

                                      Unaudited At    Unaudited At  Audited At

                                      8 August 2025   31 May 2025   28 Feb 2025
                                      £'000           £'000         £'000
 Prepayments                          6               7             11
 VAT                                  80              9             14
 Other receivables                    7,488           3             -
 Total trade & other receivables      7,574           19            25

 

Other receivables represent funds owing to the Company at the 8 August 2025
under the Convertible Loan notes issued in August (CLN 2) and have been
received subsequent to the Balance Sheet date.

 

 

8         Share capital and share premium

 

 

                         Ordinary     Share     Share

                         Shares       Capital   Premium   Total
                         #            £'000     £'000     £'000
 At 28 February 2025     453,732,535  454       4,880     5,334

 Issue of share capital  500,000      -         24        24
 At 31 May 2025          454,232,535  454       4,904     5,358
 Issue of share capital  73,567,665   74        1,116     1,190
 At 8 August 2025        527,800,200  528       6,020     6,548

 

9         Share based payments and other reserves

The following warrants over ordinary shares have been granted by the Company
and are outstanding at 8 August 2025:

 

 Grant date        Expiry date       Exercise price  Exercisable at 31 May 2025
 18 October 2021   04 January 2026   £0.01           6,700,000
 05 January 2023   04 January 2026   £0.06           45,499,000
 05 January 2023   04 January 2028   £0.03           5,020,000
 26 June 2023      27 June 2026      £0.025          3,333,333
 21 November 2024  20 November 2027  £0.002          500,000
 04 February 2025  03 February 2028  £0.01           5,000,000
                                                     66,052,333

 

 

 Share based payments Reserve      As at                               As at         As at

                                   8 August 2025                       31 May 2024   28 Feb 2025

                                   £'000                               £'000                     £'000
 Opening balance                                  743                  743            704
 Warrants issued in the period                    -                    -             39
 Warrants exercised in the period                 (317)                -                          -
 Balance at the end of the period                 426                  743           743

 

During the period a number of warrants were exercised as detailed in the table
below:

 

 Exercise  date       Exercise price  Number of warrants exercised
 24 June 2025         £0.025          16,666,665
 9 July 2025          £0.03           1,400,000
 12 July 2025         £0.01           15,000,000
 12 July 2025         £0.06           4,501,000
 25 July 2025         £0.002          20,000,000
 25 July 2025         £0.02           11,000,000
 25 July 2025         £0.01           5,000,000
                                      73,567,665

 

The fair value of the share warrant rights granted are valued using the
Black-Scholes option pricing model. The option pricing model assumptions can
be referenced in the annual financial statements.

 

10         Trade and other payables

 

                                     Unaudited At    Unaudited At  Audited At

                                     8 August 2025   31 May 2025   28 Feb 2025
                                     £'000           £'000         £'000
 Trade creditors                     1,880           347           311
 Accruals                            18              177           152
 Social security and other taxation  -               -             1
 Total trade & other payables        1,898           524           464

 

The directors consider that the carrying value of trade and other payables is
approximately equal to their fair value.

 

11         Convertible Loan Notes and Warrants

 

During the period two Convertible Loan Notes were issued ("CLN1" and "CLN2")
that are classified as Financial Liabilities at fair value the profit and loss
(FVTPL) in accordance with IFRS 9.  Details of the Loan Notes are as follows:

 

CLN1

 

On 17 June 2025 £5,000,000 in fixed price convertible Loan Notes were issued.
 The notes are non-interest bearing and convertible at £0.002 per share upon
shareholder and regulatory approval by 30 September 2025. The loan notes
mature on 30 December 2025 if an automatic conversion has not occurred.  The
loan notes are secured by first ranking debenture.

 

Under the terms of CLN1, note holders were given the right to be issued
warrants ("Seed Warrants") should a subsequent Convertible Loan Note issue,
CLN2, raise in excess of £100m, details of which are set out within the Seed
Warrants section below.

 

The entire £5m proceeds have been allocated to derivative financial
liabilities measured at fair value through the profit and loss.  All
transaction costs have been expensed immediately to the income statement as
required under IFRS 9.

 

 

CLN2

 

On 28 July 2025 £163,949,000 in fixed price convertible Loan Notes were
issued.  The notes are non-interest bearing and convertible at £0.01 per
share upon shareholder and regulatory approval by 30 September 2025. The loan
notes mature on 30 December 2025 if an automatic conversion has not
occurred.  The loan notes are secured by first ranking debenture.

 

The entire £163,949,000 proceeds have been allocated to derivative financial
liabilities measured at fair value through the profit and loss.  All
transaction costs have been expensed immediately to the income statement as
required under IFRS 9.

 

Seed Warrants

 

Following the successful completion of CLN2, CLN1 holders were entitled to
1,591,560 Seed Warrants to subscribe for shares at £0.002 per share.  These
warrants were yet to be issued at the Balance Sheet date. Prior to completion
of CLN2, the number of Seed Warrants to be issued was unknown, and as such
could not be reliably valued.  As a result, no amounts were recognised in the
accounts in relation to these warrants at the time of the CLN1 issue.  As no
new consideration was given for these warrants when issued, no warrant reserve
has been recognised in equity.

 

The following amounts are recognised at the balance sheet date as financial
liabilities FVTPL:

                                      Unaudited At    Unaudited At  Audited At

                                      8 August 2025   31 May 2025   28 Feb 2025
                                      £'000           £'000         £'000
 CLN1                                 5,000           -             -
 CLN2                                 163,949         -             -
 Total trade & other receivables      168,949         -             -

 

12         Financial commitments & contingent liabilities

 

There were no capital commitments or contingent liabilities pertaining to the
Company at 8 August 2025.

 

About Satsuma Technology PLC (LSE: SATS)

 

Satsuma Technology PLC is a London-listed public company pioneering the
convergence of decentralised artificial intelligence and Bitcoin treasury
management. The Company develops and operates decentralised AI infrastructure,
including participation in Bittensor subnets, while applying a treasury-first
model that aligns its balance sheet with Bitcoin, the world's most secure
monetary network.

 

Through this dual focus, Satsuma aims to capture value from both sides of the
digital transformation: the growth of AI-driven networks and the resilience of
digital hard money. The Company is headquartered in London with treasury
operations supported in Singapore, and is committed to setting new standards
of transparency in emerging asset classes by providing frequent financial
disclosures.

 

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

 

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