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Disseminated via PRN on 10 April 2026
10 April 2026
Stack BTC Plc
(“the Company”)
Unaudited Interim Report
Stack BTC Plc (“STAK” or the “Company”), the UK-based company focused on building a portfolio of high-quality, cash-generative businesses, alongside a Bitcoin treasury, announces its unaudited interim report for the six-month period ended 31 January 2026.
Highlights:
Post-Period
Kwasi Kwarteng, Executive Chairman of STAK commented:
“The first half of the year marked significant structural progress, with the capital restructuring and implementing our new strategy of building a portfolio of small companies to support our Bitcoin accumulation. Since then, we have completed a series of fundraisings and attracted strategic investors which has enabled Stack to make its first Bitcoin purchases. The Board is now focused on delivering its first acquisition and advancing its dual strategy, whilst strengthening Stack’s profile as a leading, well-governed Bitcoin treasury company.”
For further information please contact:
|
Stack BTC Plc
Jai Patel
Chief Executive Officer |
|
|
VSA Capital Limited (AQSE Corporate Adviser and Broker)
Andrew Raca
Sam Gurung |
+44 (0) 20 3005 5000
|
|
Yellow Jersey PR
Charles Goodwin |
+44 (0) 774 7788 221
|
About Stack BTC Plc
Stack BTC Plc is a UK-based operating company with a clear long-term objective: to build a portfolio of high-quality, cash-generative businesses and deploy the resulting surplus capital into Bitcoin as a strategic treasury asset. Our model combines disciplined mergers and acquisitions with long-term capital stewardship, creating a scalable platform for value creation and balance-sheet strength.
Further information on the Company is available at https://www.stackbitcoin.co.uk/ .
For latest news and updates from the Company, investors can register at: https://www.stackbitcoin.co.uk/register-interest
MANAGEMENT REPORT
FOR THE PERIOD ENDED 31 JANUARY 2026
Backgroundand Context
Stack BTC Plc (the “Company”) was incorporated and admitted to trading on the Aquis Growth Market in its prior form as Kasei Digital Assets Plc, a digital assets investment company. Following a strategic review and recapitalisation, the Board resolved to reposition the Company as an operating company focused on acquiring profitable businesses alongside a Bitcoin treasury — a model that the Directors believe offers shareholders a compelling opportunity.
The Company’s mission is to acquire and operate a group of businesses which will enable the Company to accumulate and maximise Bitcoin per share. The Company will operate a dual-engine strategy, through the disciplined combination of capital markets activity and strategic business acquisitions.
The Directors believe that this model of focusing strongly on the acquisition of profitable operating companies will redefine and relaunch investor appetite in the newly emerging 'Bitcoin Treasury' sector and more firmly establish both institutional and retail investor interest in listed companies that hold Bitcoin as a core treasury asset.
A criticalprecondition to commencing the new strategy was the completion of a capital reduction to return capital to the shareholders. The Directors are pleased to confirm that this capital reduction was completed during the period under review and has been duly reflected in the financial statements. The Board considers this a foundational step, formally drawing a line under the prior business model and establishing a clean balance sheet from which the Company can execute its strategy with clarity and purpose.
Fundraisingand Capital Deployment
Since formallylaunching its new acquisitions and Bitcoin treasury strategy, the Company has raised £4,277,900 in aggregate through equity fundraisings. The Directors are encouraged by the level of investor engagement received since the relaunch and regard the capital raised to date as a meaningful validation of the proposition. The Board recognises that the Company remains at an early stage of its development and that these initial steps represent the first phases of execution of its business strategy.
Outlookand Priorities
The six months ended 31 January 2026 have been a period of significant structural progress for the Company. The completion of the capital reduction, the formalisation of the new strategy, and the initial fundraising activity represent thefoundationsupon which the Board intends to build. The Company has also entered into a strategic partnership and welcomed leading industry player, Blockchain.com as a long -term investor in the Company. The Company also received widespread press attention as it welcomed Nigel Farage, also as a long-term investor.
Looking ahead, the Board’s main priority is to execute the acquisition of its first operating business, to set the dual-engine Bitcoin accumulation strategy in motion. The Board has begun its search phase and is currently reviewing and in discussions with several potential acquisition targets. M&A activity takes time to move through the various search, due diligence, legal, accounting and regulatoryphases and the Board is working diligentlyin this regard. Secondly, the Board will continue to raise capital through the capital markets, where appropriate and depending on market conditions, through additional issuances which grow Bitcoin holdings per share in an accretive manner for shareholders. Thirdly, the Board intends to build the Company’s profile within the investment community, both in the UK and internationally as a differentiated and well-governed Bitcoin treasury vehicle.
FOR THE PERIOD ENDED 31 JANUARY 2026
|
|
Note |
31 January 2026 £ |
31 July 2025 £ |
|
Turnover |
3 |
58,499 |
65,864 |
|
Gross profit |
|
58,499 |
65,864 |
|
Administrative expenses |
|
(187,997) |
(288,344) |
|
Other operating income |
|
19,701 |
2,283,404 |
|
Operating (loss)/profit |
4 |
(109,797) |
2,060,924 |
|
Tax on (loss)/profit |
|
- |
(599,071) |
|
(Loss)/profit for the financial period |
|
(109,797) |
|
|
The notes on pages 7 to 12 form part of these financial statements. |
|
|
|
|
BALANCE SHEET AS AT 31 JANUARY 2026 |
|
||||
|
|
Note |
|
31 January 2026 £ |
|
31 July 2025 £ |
|
Fixed assets |
|
|
|
|
|
|
Intangible assets |
7 |
|
- |
|
600,723 |
|
|
|
|
- |
|
600,723 |
|
Current assets |
|
|
|
|
|
|
Debtors: amounts falling due within one year |
8 |
- |
|
19,359 |
|
|
Cash at bank and in hand |
9 |
51,079 |
|
2,921,259 |
|
|
|
|
51,079 |
|
2,940,618 |
|
|
Creditors: amounts falling due within one year |
10 |
(25,145) |
|
(196,232) |
|
|
Net current assets |
|
|
25,934 |
|
2,744,386 |
|
Total assets less current liabilities |
|
|
25,934 |
|
3,345,109 |
|
Net assets |
|
|
25,934 |
|
|
|
Capital and reserves |
|
|
|
|
|
|
Called up share capital |
11 |
|
200,000 |
|
332,284 |
|
Share premium account |
|
|
593,968 |
|
3,789,677 |
|
Capital redemption reserve |
|
|
- |
|
(27,992) |
|
Other reserves |
|
|
- |
|
(414,579) |
|
Profit and loss account |
|
|
(768,034) |
|
(334,281) |
|
|
|
|
25,934 |
|
3,345,109 |
The
notes
on
pages
7
to
12
form
part
of
these
financial
statements.
STACKBTC PLC
|
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 JANUARY 2026 |
|
|||||
|
|
Called up |
Share premium |
Capital redemption |
Other |
Profit and |
|
|
|
share capital |
account |
reserve |
reserves |
loss account |
Total equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
At 1 August 2024 |
332,284 |
3,789,677 |
(27,992) |
1,120,562 |
(1,796,134) |
3,418,397 |
|
Profit for the year |
- |
- |
- |
- |
1,461,853 |
1,461,853 |
|
Movement in fair value |
- |
- |
- |
(1,535,141) |
- |
(1,535,141) |
|
At 1 August 2025 |
332,284 |
3,789,677 |
(27,992) |
(414,579) |
(334,281) |
3,345,109 |
|
Loss for the period |
- |
- |
- |
- |
(109,797) |
(109,797) |
|
Movement in fair value |
- |
- |
- |
90,623 |
- |
90,623 |
|
Shares issued during the period |
200,000 |
- |
- |
- |
- |
200,000 |
|
Shares redeemed during the period |
- |
(3,167,717) |
- |
- |
- |
(3,167,717) |
|
Shares cancelled during the period |
(332,284) |
- |
- |
- |
- |
(332,284) |
|
Transfer between reserves |
- |
(27,992) |
27,992 |
- |
- |
- |
|
Transfer between reserves |
- |
- |
- |
323,956 |
(323,956) |
- |
|
At 31 January 2026 |
200,000 |
593,968 |
- |
- |
(768,034) |
25,934 |
|
The notes on pages 7 to 12 form part of these financial statements. |
|
|
|
|
|
|
Page 4
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
Stack BTC Plc is a public limited company limited by shares and incorporated in England. Its registered office is 85 Charlotte Street, London, England, W1T 4PS, United Kingdom.
The Company's shares are traded on the Aquis Stock Exchange Growth Market under ticker STAK and ISIN number GB00BSMKZ421.
The company is focused on building a portfolio of high-quality, cash-generative businesses, alongside a Bitcoin treasury. Operating businesses are intended to ensure that the company has recurring revenues, profits and positive cash flow that can enable the company's treasury to grow in a non-dilutive way, alongside capital market activities. STAK’s Bitcoin treasury strategy is a result of management’s strong conviction in Bitcoin’s characteristics as a promising long-term store of value when accumulated appropriately and backed by real economic activity.
The interim financial statements for the six months ended 31 January 2026 are unaudited and have not been reviewed by the Company’s auditors Brindley Goldstein.
2.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The Company's functional and presentational currency is GBP.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
2.3 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Intangible assets are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided thatthe fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materiallyfrom that which would be determined using fair value at the end of the balance sheet date.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measuredinitiallyat fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
NOTES TO THE FINANCIAL STATEMENTS FORTHEPERIOD ENDED 31 JANUARY 2026
2.8 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
3. Turnover |
|
||
|
An analysis of turnover by class of business is as follows: |
|||
|
|
31 January |
|
31 July |
|
|
2026 £ |
|
2025 £ |
|
Staking Income |
- |
|
15,305 |
|
Option Premium |
- |
|
14,045 |
|
Interest Income |
58,499 |
|
36,514 |
|
|
58,499 |
|
65,864 |
|
Analysis of turnover by country of destination: |
|
|
|
|
|
31 January |
|
31 July |
|
|
2026 £ |
|
2025 £ |
|
United Kingdom |
58,499 |
|
65,864 |
|
|
58,499 |
|
65,864 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
|
4. Operating (loss)/profit
The operating (loss)/profit is stated after charging: |
|
|||
|
|
31 January |
31 July |
||
|
|
2026 £ |
2025 £ |
||
|
Exchange differences |
|
|
||
|
5. |
Employees |
|
|
|
|
|
|
31 January |
|
31 July |
|
|
|
2026 £ |
|
2025 £ |
|
|
Wages and salaries |
27,000 |
|
54,000 |
|
|
Social security costs |
2,700 |
|
4,212 |
|
|
|
29,700 |
|
58,212 |
The
average
monthly
number
of
employees,
including
the
directors,
during
the
period
was
as
follows:
|
31 January 2026 |
31 July 2025 |
|
| No. | No. | |
| Employees | - | 2 |
|
31 January 2026 |
31 July 2025 |
|
| £ | £ | |
| Directors' emoluments | 27,000 | 54,000 |
| 27,000 | 54,000 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
|
7. Intangible assets |
|
||
|
|
|
|
Digital Assets £ |
|
At 1 August 2025 |
|
|
600,723 |
|
Disposals |
|
|
|
|
At 31 January 2026 |
|
|
|
|
Net book value |
|
|
|
|
At 31 January 2026 |
|
|
|
|
At 31 July 2025 |
|
|
|
|
8. Debtors |
|
|
|
|
|
31 January |
|
31 July |
|
|
2026 £ |
|
2025 £ |
|
Prepayments and accrued income |
- |
|
19,359 |
|
|
- |
|
19,359 |
|
9. Cash and cash equivalents |
|
|
|
|
|
31 January |
|
31 July |
|
|
2026 £ |
|
2025 £ |
|
Cash at bank and in hand |
51,079 |
|
2,921,259 |
|
|
51,079 |
|
|
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JANUARY 2026
|
10. |
Creditors: Amounts falling due within one year |
|
||
|
|
|
31 January |
|
31 July |
|
|
|
2026 £ |
|
2025 £ |
|
|
Trade creditors |
21,549 |
|
18,441 |
|
|
Amounts owed to group undertakings |
- |
|
157,201 |
|
|
Other taxation and social security |
3,596 |
|
6,590 |
|
|
Accruals and deferred income |
- |
|
14,000 |
|
|
|
25,145 |
|
196,232 |
|
11. Share capital |
|
||
|
|
31 January |
|
31 July |
|
Allotted, called up and fully paid |
2026 £ |
|
2025 £ |
|
20,000,000 (2025 - 33,228,360) Shares of £0.01 each |
200,000 |
|
332,284 |
|
Capital reorganisation note |
|
|
|
During the period, the Company completed a court-approved capital reduction in accordance with the Companies Act 2006.
The reduction involved the cancellation of the entire issued share capital and share premium account. The resulting credit of approximately £3.5 million was recognised in a capital reduction reserve.
This reserve was deemed distributable and was subsequently utilised to fund a return of capital to shareholders.
A distribution of approximately £3.5 million was made to shareholders during the period, representing substantially all of the Company’s realised assets following the disposal of its cryptocurrency holdings.
Following the capital reduction and distribution, the existing ordinary shares were cancelled.
The Company subsequently issued 20,000,000 new ordinary shares of £0.01 each for cash consideration of £200,000 as part of a recapitalisation of the Company.
