Argo Blockchain Plc SEC Filings

Argo Blockchain plc reports that it will change the ratio of its American Depositary Shares so that one ADS will represent 2,160 ordinary shares instead of ten ordinary shares. The company states this adjustment is intended to help it regain and maintain compliance with Nasdaq’s listing criteria, and it anticipates the ratio change will be effective as of 12 December 2025. Argo describes itself as a dual-listed cryptocurrency mining company with operations in North America and the UK, focused on large-scale, predominantly renewable-powered mining activities.

Argo Blockchain plc outlines key steps in its proposed restructuring plan under Part 26A of the UK Companies Act. If the plan is sanctioned by the High Court in London, the company will be de‑listed from the London Stock Exchange, with off‑market trading of ordinary shares facilitated for six months through a matched bargain facility with JP Jenkins.

Shareholders may convert ordinary shares into American Depositary Shares (ADSs), which can trade on Nasdaq if listing criteria are met. Before the plan takes effect, one ADS represents ten ordinary shares; after implementation, Argo plans to change the ratio so that one ADS represents 2,160 ordinary shares to help regain Nasdaq compliance. Holders with fractional ADS interests after the ratio change will have their fractions aggregated and sold, with net proceeds distributed, and very small holders can claim US$1 in total.

The timetable includes shareholder, noteholder and secured lender meetings on 2 December 2025, followed by a court sanction hearing on 8 December 2025. Voting forms generally must be submitted by 28 November 2025, and proxy and online voting details are provided for shareholders, noteholders and the secured lender.

Argo Blockchain plc outlined the timetable for its proposed Part 26A Restructuring Plan. The Company will host an online town hall on 19 November 2025 at 4 p.m. GMT, where management and the Retail Advocate will address retail holders of notes and shares and take questions.

Plan meetings are scheduled for 2 December 2025: shareholder plan meeting at 2:00 p.m., general meeting to consider the Rule 9 waiver at 2:30 p.m., noteholder plan meeting at 3:00 p.m., and secured lender plan meeting at 4:00 p.m. A court sanction hearing is set for 8 December 2025 (time to be confirmed). Documents and voting details are available at deals.is.kroll.com/argo, with registration for the town hall via investormeetcompany.com.

The plan has been structured to rely on the Section 3(a)(10) exemption under the U.S. Securities Act for securities expected to be issued under the plan. Contacts for general queries and voting procedures are provided for Fladgate LLP, the Information Agent, Computershare, and the Retail Advocate.

Argo Blockchain reported that the UK High Court approved convening creditor and member meetings for its proposed Part 26A Restructuring Plan. The Plan Meetings are set for 2 December 2025, with a Sanction Hearing on 8 December 2025.

Key terms state Growler will receive an 87.5% equity interest in exchange for its secured loans, US$3.5 million exit capital, and contributed assets valued at US$25–30 million. Noteholders of the 8.75% Senior Notes (ARBKL) would receive 10% of the enlarged equity, while existing shareholders would be diluted to 2.5%. The Company plans to delist from the LSE and maintain its Nasdaq listing with an updated ADR ratio of 1 ADR = 2,160 ordinary shares.

Argo’s liquidity remains critically constrained; available cash was approximately US$753,000 as of 7 September 2025 and operations have been supported by the Growler facility. Expert analyses filed with the Court indicate a liquidation enterprise value of US$8 million (0.72% recovery to unsecured creditors, none to shareholders) versus a going‑concern enterprise value of US$30.5–35.3 million and equity value of US$25.3–30.1 million.

Argo Blockchain plc advanced its recapitalisation efforts by filing court bundles with the High Court of Justice in London to support its restructuring plan under Part 26A of the Companies Act 2006. This follows the prior filing of a claim form related to the plan.

The plan is intended to be structured so the Company can rely on the U.S. Securities Act Section 3(a)(10) exemption and other available exemptions for securities expected to be issued under the plan. Copies of the court bundles are available to Plan Participants via argo@is.kroll.com or argo@fladgate.com.

Argo Blockchain plc filed a claim form with the High Court of Justice in London seeking permission to convene meetings of certain creditors and members to consider and, if thought fit, approve its recapitalisation via a Part 26A Restructuring Plan.

Initial dates are set: a convening hearing on 5 November 2025, meetings of plan participants on 2 December 2025, and a sanction hearing on 8 December 2025. The plan is structured to allow reliance on the U.S. Securities Act Section 3(a)(10) exemption and other available exemptions for securities expected to be issued under the plan.

A copy of the claim form is available on the plan website at deals.is.kroll.com/argo.

Argo Blockchain plc announced it has published a Practice Statement Letter for its proposed recapitalisation and restructuring plan under Part 26A of the UK Companies Act, relying on Section 3(a)(10) of the U.S. Securities Act. The company also intends to delist its ordinary shares from the London Stock Exchange, while maintaining its NASDAQ listing, subject to Court sanction.

Indicative milestones include a Convening Hearing on 5 November 2025, Meetings of Plan Participants on 28 November 2025, and a Sanction Hearing on 8 December 2025. If the plan is not sanctioned on or shortly after 8 December 2025, Argo states it would likely be unable to pay its debts as they fall due and would need to enter a formal insolvency process. Conditional on sanction, the LSE delisting is expected to take effect at 8:00 a.m. (London) on 9 December 2025, with the final day of dealings on 8 December 2025.

Argo Blockchain plc reported interim results for the six months ended 30 June 2025 showing a marked decline in operations and ongoing liquidity stress. Revenue fell to $6.3 million from $29.3 million a year earlier, driven primarily by refurbishment and relocation of mining machines; Bitcoin mined fell to 65 BTC from 442 BTC. Mining margin dropped to $1.2 million (18%) versus $11.5 million (39%) in H1 2024. Net loss narrowed to $8.1 million (Adjusted EBITDA: ($2.8) million). The Company entered a Restructuring Support Agreement with Growler and a secured multi-draw loan facility of up to US$7.5 million, drawing ~$3.26m initially and ~$4.5m drawn to date. Cash at 30 June 2025 was $1.7m and 2 BTC. Directors state material uncertainties over going concern pending court-sanctioned recapitalisation and continued access to Growler funding.

Argo Blockchain plc announced the promotion of Charlotte Proctor-Worrall to Chief Financial Officer, effective immediately. She joined Argo in 2021, has served as Group Financial Controller, built the finance function across the UK, US and Canada, led annual audits, managed IFRS and SEC reporting, overseen treasury across fiat and crypto, and supported capital markets and restructuring work.

The filing also updates Argo's Nasdaq status: after a hearing on 26 August 2025, the Nasdaq Hearings Panel granted Argo continued listing on The Nasdaq Global Select Market provided Argo demonstrates compliance with all listing rules by 14 January 2026. The Panel took Argo's Part 26A recapitalization process into account. The company states there is no assurance it will regain or maintain compliance and notes potential delisting risk if requirements are not met.