For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250930:nRSd4543Ba&default-theme=true
RNS Number : 4543B Sealand Capital Galaxy Limited 30 September 2025
Sealand Capital Galaxy Limited
("Sealand" or the "Company")
Unaudited Interim Results for the six months ended 30 June 2025
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has published its
unaudited interim results for the six months ended 30 June 2025 with respect
to the Company and its subsidiaries (the "Group").
Elena Law, Executive Chairwoman of the Company commented:
"During the first half of the year, we have remained focused on our strategic
priorities of operational efficiency, while continuing to deliver value of our
shareholders and high-quality outcomes for our clients and stakeholders.
"Looking ahead to the second half, the Board remains confident in the
Company's strategy and prospectus. We are well positioned to build on the
progress achieved to date, supported by a robust financial position and a
clear commitment to sustainable long-term growth."
-Ends-
Enquiries:
Sealand Capital Galaxy Limited
Dr. Thomas Sawyer (Chief Executive Officer)
Ms. Elena Law (Chairwoman)
Mr. Geoffrey Griggs (Non-Executive Director)
Bowsprit Partners Limited (Financial Advisor) +44 (0) 203 883 4430
Stockbox Media (PR/IR)
info@stockboxmedia.com
Notes to Editors:
The Company's Shares are traded on the transition category of the London Stock
Exchange under the ticker LSE: SCGL
Further information on Sealand Capital Galaxy Limited is available on:
www.sealandcapitalgalaxy.com (http://www.sealandcapitalgalaxy.com)
MANAGEMENT DISCUSSION AND ANALYSIS
Sealand Capital Galaxy Limited was formed to acquire, develop, operate and
grow a portfolio of operating interests in the technology, IT, e-commerce and
social media space. The Company's strategy is to identify businesses that are
looking to scale products, brands and technology through improvement in their
technology infrastructure and access to latest technologies (such as AI), as
well as introduction to the global marketplace, in particular the APAC market.
The Company's Shares are currently admitted to listing on the Equity Shares
(Transition) category of the Official List and to trading on the London Stock
Exchange's Main Market. Today it announces its results for the six months
ended 30 June 2025.
Business Review
Since year end, the Company undertook a series of significant operational,
financial and strategic developments, positioning it to capitalize on emerging
opportunities despite the challenging economic landscape in Hong Kong,
characterized by subdued GDP growth, rising unemployment, and persistent
pressures in key sectors such as real estate and retail. On 30 December 2024
it constituted a new convertible loan note instrument ("CLN"), with attaching
warrants, with the first £400,000 subscribed by investor Cheuk Lun Ng,
followed in January 2025 by Ms Elena Law remaining as Executive Chairwoman
after Nelson Law's resignation, with the appointment of Dr Thomas Sawyer as
Chief Executive Officer.
During the same month the Company completed a £166,500 placing through the
issue of 111 million new shares with associated warrants and drew down
£400,000 from the new CLN to support working capital and investment
activities. Attention is drawn to the Company announcements relating to the
same, which contain important details of those financing arrangements. Work is
continuing on the production of a prospectus, which will be published as soon
as practicable, subject to approval by the FCA, which will allow conversion of
the CLN and various warrant instruments referred to above.
Also in January, the Company expanded its investment in EVOO AI by subscribing
for a further £200,000 of convertible loan notes, bringing the total
subscribed to £300,000 by the end of the month. On 27 January it formalised
an agreement with EVOO AI to establish SEA-VOO AI ASIA, a proprietary platform
which will provide the Company with exclusive rights to deploy EVOO's AI
technology across the APAC region.
Throughout the first half of 2025 the Company advanced its AI and e-commerce
integration strategy, extending a £300,000 loan facility to EVOO AI to
accelerate platform development and preparing for the targeted launch of
SEA-VOO in the fourth quarter of 2025 , while also achieving robust revenue
growth driven by a strategic partnership with a prominent rising influencer,
valued at approximately GBP 200,000 over a one-year term, which enhanced
market exposure and revenue stability. These initiatives coupled with ongoing
work on a prospectus for FCA approval to allow conversion of the CLN and
warrant instruments, underscore management's commitment to combining
established e-commerce operations in Hong Kong with advanced AI-driven tools
and innovative business models to enhance customer engagement, expand brand
partnerships, and deliver sustainable growth across the APAC market, while
leveraging localized strategies and strategic alliances to penetrate the
high-growth China market.
Financial Review
During the six months ended 30 June 2025, the loss attributable to ordinary
shareholders was £361,985 (2024: £163,890), and the revenue for the period
was £99,529 (2024: £71,631).
Prospects
Looking ahead to the second half of the fiscal year and beyond, our company is
well-positioned to capitalize on emerging opportunities, underpinned by
strategic partnerships and a forward-looking approach to innovation. Despite
the challenging economic environment in Hong Kong, our proactive initiatives
and focus on high-growth sectors, particularly artificial intelligence (AI),
provide a strong foundation for sustained revenue growth and market expansion.
Looking toward the second half of 2025, and into 2026, we have a robust
pipeline of growth initiatives, including plans to establish three additional
joint ventures, all centred on AI-related innovations. These ventures are
strategically designed to align with global technological trends and
capitalize on the increasing demand for AI-driven solutions across industries.
While specific details of these initiatives will be disclosed through formal
announcements as they mature, their development underscores our commitment to
positioning the company at the forefront of technological advancement and
market disruption.
Going Concern
As at 30 June 2025, the Group has cash and cash equivalent balances of
£70,474 and net current liabilities and net liabilities of £1,640,223 and
£1,614,520 respectively.
Taking into account the net proceeds of the convertible loan notes
constituted, or to be constituted, by the CLN created by the Company on 30
December 2024 (as amended on 31 July 2025), the Company and its subsidiary
undertakings have sufficient working capital for its present requirements,
that is, for at least the next 12 months from the date of this report.
Directors
The following directors served during the six months ended 30 June 2025:
Miss Suet Sum Elena Law
(Chair)
Mr Geoffrey John Griggs (Non-executive
Director)
I express my sincere gratitude to my colleagues for their unwavering
dedication and steadfast commitment to achieving the Group's objectives.
Suet Sum Elena Law
Chair
30 September 2025
PRINCIPAL RISKS AND UNCERTAINTIES
Interoperability: Certain internet and technology companies may intentionally
or unintentionally affect the Group's operations. The Company and its
subsidiaries (the Group) relies on third-party platforms such as Apple, Google
and Microsoft for access to mobile operating systems, web browsers and
advertising networks. Any changes in these platforms' policies, algorithms or
technical structures could materially disrupt the Group's ability to deliver
services, reduce visibility and impact revenues.
Cybersecurity: Breach of security measures may result in loss of confidence in
the products and services of the Group. The Group is subject to risks
including cyber-attacks, IT failures and data breaches. These could compromise
confidential information, cause prolonged service outages, attract regulatory
penalties and damage the Group's reputation and financial performance.
Innovation & technology change: The Group's success depends on its ability
to respond to evolving technologies and customer expectations. If the Group
fails to enhance or update its products in line with market demands, it may
lose existing customers and struggle to attract new ones, which could
adversely impact its business prospects and market valuation.
Competition: The Group operates in a highly competitive sector, with
well-established players like Amazon and Alibaba possessing greater technical,
financial and marketing resources than the Group. This could impact the
Group's ability to attract and retain customers, pressure margins and
adversely affect growth and shareholder value.
AI-specific risks: The Group, as a technology and AI operator, faces specific
technological & cybersecurity risks. AI systems may produce inaccurate,
biased or unethical results due to data limitations or lack of transparency.
Use of AI systems could harm the Group's reputation, trigger regulatory
scrutiny and result in the loss of users or partners, negatively affecting
revenue and investor confidence.
Financing: The Group may be unable to obtain financing to fund the Group's
operations in the future, or may not be able to obtain financing on terms
acceptable to the Group. The Group may require additional funding to scale
operations but may not be able to secure financing on acceptable terms. In
such cases, it may face strategic delays, potential restructuring or
shareholder dilution, negatively affecting its financial condition and
valuation.
Early-stage investees: EVOO AI has, and future investees may have, limited
history and operate in new and rapidly evolving industries. Some investee
businesses operate in nascent, fast-evolving sectors with limited performance
histories. This makes it difficult to assess their future prospects and may
expose the Group to heightened risk of underperformance, impairing asset value
and reducing potential returns to shareholders.
Intellectual property (IP): IP rights may be infringed or circumvented.
Despite relying on contractual protections and legal rights, the intellectual
property of the Group and/or its investments (current and future) may be
infringed, misappropriated or circumvented. Loss of IP protection or
independent development by competitors could result in reduced competitive
advantage, lower revenue and diminished market valuation.
Software reliability: Products and services may contain undetected software
errors. The Group's complex software products may contain bugs or
vulnerabilities not identified prior to release. Discovery of such errors
post-launch could harm the Group's reputation, lead to customer attrition,
legal liability and a decline in platform partners and revenues.
HR: The Group may be unable to retain or hire the personnel required or to
retain or hire the personnel required to support the Group in the future. The
Group depends on retaining skilled personnel and may face challenges replacing
key team members if they depart. Failure to attract or retain qualified
individuals could hinder operations, delay growth initiatives and impact
overall business continuity.
Dependence on third-party platforms: The Group relies on major platforms such
as Apple and Google. Any changes to their policies or systems could disrupt
operations, reduce visibility of services, and negatively impact revenue.
Suet Sum Elena Law
Chair
30 September 2025
STATEMENT OF DIRECTORS' RESPONSIBILITY
The Directors confirm that to the best of their knowledge:
a) the condensed set of financial statements, which has been prepared in
accordance with IAS 34 "Interim Financial Reporting", gives a true and fair
view of the assets, liabilities, financial position and loss of the Group as a
whole as required by DTR 4.2.4R subject to the comment on the going concern
position of the Group;
b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months of the year and a description of principal risks and uncertainties for
the remaining six months of the year); and
c) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).
By order of the Board
Suet Sum Elena Law
Chair
30 September 2025
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Six months Six months
ended ended
30 June 2025 30 June 2024
(Unaudited) (Unaudited)
Notes £ £
Revenue 5 99,529 71,631
Cost of services (52,767) (35,813)
Gross profit 46,762 35,818
Other income 5 1,786 1,837
Administrative expenses (361,280) (199,758)
Finance costs (49,188) (71)
Loss before tax 6 (361,920) (162,174)
Income tax expense - -
Loss for the period (361,920) (162,174)
Attributable to:
Equity holders of the Company (361,985) (163,890)
Non-controlling interests 65 1,716
(361,920) (162,174)
Loss per share attributable to equity holders of the Company
Pence Pence
Basic and diluted 8 (*) (*)
* Less than 0.001 pence
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Six months Six months
ended ended
30 June 2025 30 June 2024
(Unaudited) (Unaudited)
Notes £ £
Loss for the period (361,920) (162,174)
Other comprehensive income/(loss)
Items to be reclassified subsequently to profit or loss:
-Exchange differences on translation of foreign operations 80,506 (2,534)
Other comprehensive loss for the period, net of tax 80,506 (2,534)
Total comprehensive loss for the period (281,414) (164,708)
Attributable to:
Owners of the Company (301,603) (165,765)
Non-controlling interests 20,189 1,057
(281,414) (164,708)
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
At 30 June 2025 At 31 December 2024
(Unaudited) (Audited)
Notes £ £
ASSETS
Non-current assets
Property, plant and equipment 9 25,703 41,940
Current assets
Inventories 10 45,288 20,862
Deposit, prepayment and other receivables 334,910 35,904
Trade receivables 38,945 31,664
Cash and cash equivalents 70,474 18,461
489,617 106,891
Current liabilities
Trade payables 34,038 36,110
Other payables and accrued expenses 806,645 787,511
Amount due to a director 848,010 859,807
Finance lease liabilities 11 26,408 27,949
Convertible loan notes 414,739 -
2,129,840 1,711,377
Net current liabilities (1,640,223) (1,604,486)
Total assets less current liabilities (1,614,520) (1,562,546)
Non-current liabilities
Finance lease liabilities 11 - 14,560
Net liabilities (1,614,520) (1,577,106)
Capital and reserves
Share capital 12 89,790 75,590
Reserves (1,402,163) (1,330,360)
Total equity attributable to equity shareholders of the Company (1,312,373) (1,254,770)
Non-controlling interests (302,147) (322,336)
Total equity (1,614,520) (1,577,106)
The notes to the financial statements form an integral part of these financial
statements
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Attributable to the equity holders of the Company
Share capital Share premium Share-based payment Warrants reserve Accumulated losses Exchange reserve Total Non-controlling interests Total equity
reserve
£ £ £ £ £ £ £ £ £
Six months ended 30 June 2025
At 1 January 2025 (Audited) 75,590 6,970,321 - - (8,324,429) 23,748 (1,254,770) (322,336) (1,577,106)
Loss for the period - - - - (361,985) - (361,985) 65 (361,920)
Exchange differences arising on translation - - - 60,382 60,382
- 20,124 80,506
-
Total comprehensive (loss)/income - (361,985) 60,382 (301,603) 20,189 (281,414)
- - -
Issue of ordinary shares and warrants 11,100 57,560 97,840 166,500 166,500
- - -
-
Exercise of warrants 3,100 84,467 - (10,067) - - 77,500 - 77,500
At 30 June 2025 (Unaudited) 89,790 7,112,348 - 87,773 (8,686,414) 84,130 (1,312,373) (302,147) (1,614,520)
Six months ended 30 June 2024
At 1 January 2024 (Audited) 71,581 6,917,830 357,417 - (8,328,881) 35,266 (946,787) (321,286) (1,268,073)
Loss for the period - - - - (163,890) - (163,890) 1,716 (162,174)
Exchange differences arising on translation - - - (1,875) (1,875)
- (659) (2,534)
-
Total comprehensive (loss)/income - (163,890) (1,875) (165,765) 1,057 (164,708)
- - -
Issue of ordinary shares 909 4,091 - - - - 5,000 - 5,000
At 30 June 2025 (Unaudited) 72,490 6,921,921 357,417 - (8,492,771) 33,391 (1,107,552) (320,229) (1,427,781)
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
Six months ended 30 June 2025 Six months ended 30 June 2024
(Unaudited) (Unaudited)
£ £
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax (361,920) (162,174)
Adjustments for:
Depreciation 13,519 14,252
Exchange difference 45,099 (1,488)
Interest expenses 49,188 71
Bank interest income (6) (15)
Operating cash flows before movements in working capital (254,120) (149,354)
(Increase)/decrease in inventories (24,426) 5,226
Increase in prepayments and other receivables (299,006) (5,718)
(Increase)/decrease in trade receivables (7,281) 365
(Decrease)/increase in amount due to a director (11,797) 96,934
(Decrease)/increase in trade payables (2,072) 2,195
Increase in other payables and accrued expenses 19,134 59,957
Net cash (used in)/generated from operations (579,568) 9,605
Payment of interest portion of lease liabilities (913) (71)
Net cash (used in)/generated from operating activities (580,481) 9,534
CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 6 15
Net cash generated from investing activities 6 15
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of ordinary shares and warrants 166,500 5,000
Proceeds from exercise of warrants 77,500 -
Proceeds from issuance of convertible loan note 366,464 -
Payment of principal portion of lease liabilities (13,329) (14,503)
Net cash generated from/(used in) financing activities 597,135 (9,503)
Net increase in cash and cash equivalents 16,660 46
Foreign exchange realignment 35,353 (1,049)
Cash and cash equivalents at 1 January 18,461 9,111
Cash and cash equivalents at 30 June 70,474 8,108
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2025
1. GENERAL INFORMATION
Sealand Capital Galaxy Limited (the "Company") was incorporated in the Cayman
Islands on 22 May 2015 as an exempted Company with limited liability under the
Companies Law of the Cayman Islands. The registered office of the Company is
Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman
Islands. These unaudited consolidated interim financial statements comprise
the Company and its subsidiaries (together referred to as the "Group").
The Company's nature of operations is to act as a special purpose acquisition
company.
The Group engaged in digital marketing and other IT and e-Commerce related
businesses.
2. BASIS OF PREPARATION
The unaudited consolidated interim financial statements for the six months
ended 30 June 2025 have been prepared in accordance with the International
Accounting Standard ("IAS") No. 34 "Interim Financial Reporting" issued by the
International Accounting Standards Board ("IASB"). These unaudited
consolidated interim financial statements were not reviewed or audited by our
auditor.
The consolidated interim financial information has been prepared in accordance
with the same accounting policies adopted in the 2024 annual financial
statements extracted, except for the accounting policy changes that are
expected to be reflected in the 2025 annual financial statements.
The preparation of the interim financial information in conformity with IAS 34
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses on a year to date basis. Actual results may differ from
these estimates.
This consolidated interim financial information contains consolidated
financial statements and selected explanatory notes. The notes include an
explanation of events and transactions that are significant to an
understanding of the changes in financial position and performance of the
Group since the 2022 annual financial statements. The consolidated interim
financial statements and notes thereon do not include all of the information
required for a full set of financial statements prepared in accordance with
International Financial Reporting Standards ("IFRSs").
3. GOING CONCERN
The directors' cash projections for the forthcoming 12 months conclude that
there will be a need for additional cash resources to fully implement the
business plans. The directors are in discussion with a number of individuals
that may lead to further equity and/or loans being raised. There is no
certainty that any such funds will be forthcoming or the price and other terms
will be acceptable.
4. SEGMENT INFORMATION
The Chief Operating Decision Maker ("CODM") has been identified as the
executive director of the Company who reviews the Group's internal reporting
in order to assess performance and allocate resources. The CODM has determined
the operating segments based on these reports.
For management purposes, the Group is organised into business units based on
their products and services and has reportable operating segments as follows:
(a) The digital marketing and payment segment includes services on enlisting
merchants to mobile payment gateways and providing digital advertising
services; and
(b) The e-commerce segment includes sales of goods through internet and
provision for consultancy services related to e-commerce.
Digital marketing and payment
E-Commerce Unallocated Total
£ £ £ £
Six months ended 30 June 2025 (Unaudited)
Revenue - 99,529 - 99,529
Segment (loss)/profit (278) 23,133 (384,775) (361,920)
Assets 11 98,394 416,915 515,320
Liabilities 6,375 84,897 2,038,568 2,129,840
Six months ended 30 June 2024 (Unaudited)
Revenue - 71,631 - 71,631
Segment loss (206) (7,662) (154,306) (162,174)
Assets 51 94,612 43,762 138,425
Liabilities 6,474 72,022 1,487,710 1,566,206
5. REVENUE AND OTHER INCOME
Six months ended 30 June 2025 Six months ended 30 June 2024
(Unaudited) (Unaudited)
£ £
REVENUE
Commission income 311 437
Sales of goods 99,218 71,194
99,529 71,631
OTHER INCOME
Bank interest income 6 15
Others 1,780 1,822
1,786 1,837
6. LOSS BEFORE TAX
Six months ended 30 June 2025 Six months ended 30 June 2024
(Unaudited) (Unaudited)
£ £
Loss before tax has been arrived at after charging:
Depreciation - Owned assets and right of use assets 13,519 14,252
7. EMPLOYEES
The average number of employees during the period was made up as follows:
Six months ended 30 June 2025 Six months ended 30 June 2024
(Unaudited) (Unaudited)
£ £
Directors 2 2
Staff 3 3
Directors' remuneration (£) 15,000 99,000
8. BASIC AND DILUTED LOSS PER SHARE
The calculation of basic loss per share is based on the loss for the year
attributable to owners of the Company of £361,985 (2024: £163,890) and the
weighted average number of 867,381,127 ordinary shares (2024: 715,815,080) in
issue during the six months ended 30 June 2025.
The computation of diluted loss per share for the six months ended 2025 is the
same as the basic loss per shares as the impact of the convertible loan notes
outstanding had an anti-dilutive effect.
Diluted loss per share was the same as basic loss per share as no potential
dilutive ordinary shares were outstanding for both the six months ended 30
June 2024.
9. PROPERTY, PLANT AND EQUIPMENT
Right of use assets
£
At 1 January 2025 (Audited) 41,940
Depreciation for the period (13,519)
Exchange differences (2,718)
At 30 June 2025 (Unaudited) 25,703
10. INVENTORIES
At 31 December 2024
At 30 £
June 2025
£
(Unaudited) (Audited)
At 30 June 2025 (Unaudited) 45,288 20,862
11. LEASE LIABILITIES
The total minimum lease liabilities under finance leases and their present
values at the reporting date are as follows:
At 31 December 2024
At 30 £
June 2025
£
(Unaudited) (Audited)
Current portion:
Gross finance lease liabilities 27,077 29,454
Finance expense not recognised (669) (1,505)
26,408 27,949
Non -current portion:
Gross finance lease liabilities - 14,727
Finance expense not recognised - (167)
- 14,560
Total 26,408 42,509
The net finance lease liabilities are analysed as follows:
- Not later than 1 year 26,408 27,949
- Later than 1 year but not more than 5 years - 14,560
Net finance lease liabilities 26,408 42,509
12. SHARE CAPITAL
Number £
Ordinary shares issued and fully paid
At 1 January 2025 (Audited) 755,905,989 75,590
Issue of share 111,000,000 11,100
Exercise of warrants 31,000,000 3,100
At 30 June 2025 (Unaudited) 897,905,989 89,790
13. RELATED PARTY TRANSACTIONS
(a) Details of the compensation of key management personnel are disclosed in
Note 7 to the unaudited interim results.
(b) Apart from the balances with related parties at the end of the reporting
period disclosed elsewhere in the financial statements, the Company had not
entered into any significant related party transactions for the six months
ended 30 June 2025.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR URRURVVUKOAR