As filed with the U.S. Securities and Exchange
Commission on November 26, 2025.
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY
RECEIPTS
ARGO BLOCKCHAIN PLC
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
270 Park Avenue, Floor 8
New York, New York 10017
Telephone: +1-800- 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
Telephone: +1-302-738-6680
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
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JPMorgan Chase Bank, N.A.
270 Park Avenue, Floor 8
New York, New York 10017
Telephone: +1-800-990-1135
|
Scott R. Saks, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
Telephone: +1-212-318-3151 |
It is proposed that this filing become effective
under Rule 466
¨
immediately upon filing
¨
on (Date) at (Time)
If
a separate registration statement has been filed to register the deposited shares, check the following box. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered |
Amount
to be Registered |
Proposed Maximum
Aggregate Price Per
Unit (1) |
Proposed Maximum
Aggregate Offering
Price (2) |
Amount of
Registration Fee |
| American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing two-thousand one-hundred and sixty (2,160) ordinary shares of Argo Blockchain plc |
50,000,000 American Depositary Shares |
$0.05 |
$2,500,000 |
$345.25 |
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| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary
Receipts evidencing American Depositary Shares. |
Pursuant to Rule 429, the Prospectus contained
herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-259507. This Registration
Statement also constitutes Post-Effective Amendment No. 1 to the Registration Statement No. 333-259507.
The Registrant hereby amends this Registration
Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement on Form F-6 shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration Statement on Form F-6 shall become effective on such date as the
U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists
of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A
to the form of the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which
is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
CROSS REFERENCE SHEET
| Item Number
and Caption |
|
Location in
Form of American Depositary Receipt Filed Herewith as Prospectus |
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| 1. |
Name of the depositary and the address of its principal executive office |
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Introductory paragraph and bottom of face of American Depositary Receipt |
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| 2. |
Title of the American Depositary Receipts and identity of the deposited securities |
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Face of American Depositary Receipt, top center |
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Terms of Deposit: |
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(a) |
Amount of deposited securities represented by one unit of American Depositary Receipts |
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Face of American Depositary Receipt, upper right corner |
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(b) |
Procedure for voting the deposited securities |
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Paragraphs (6), (11) and (12) |
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(c) |
Procedure for collecting and distributing dividends |
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Paragraphs (4), (5), (7), (10), (11), (13) and (21) |
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(d) |
Procedures for transmitting notices, reports and proxy soliciting material |
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Paragraphs (3), (8), (11) and (12) |
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(e) |
Sale or exercise of rights |
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Paragraphs (4), (5), (7) and (10) |
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(f) |
Deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21) |
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(g) |
Amendment, extension or termination of the deposit arrangements |
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Paragraphs (15), (16) and (17) |
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(h) |
Rights that holders of American Depositary Receipts have to inspect the books of the depositary and the list of receipt holders |
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Paragraph (3) |
| Item Number
and Caption |
|
Location in
Form of American Depositary Receipt Filed Herewith as Prospectus |
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(i) |
Restrictions on the right to transfer or withdraw the underlying securities
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Paragraphs (1), (2), (4), (5) and (6) |
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(j) |
Limitation on the depositary’s liability |
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Paragraphs (14), (17), (19) and (20) |
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| 3. |
Fees and charges that a holder of American Depositary Receipts may have to pay, either directly or indirectly |
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Paragraph (7) |
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| 4. |
Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities |
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Paragraph (7) |
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| Item 2. AVAILABLE INFORMATION |
|
Paragraph (8) |
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| Argo Blockchain plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement
among Argo Blockchain plc (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all
Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to
time amended, the "Deposit Agreement"), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance
of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the
legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth
on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received
from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities,
and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”)
on behalf of the legal entity created by the Amended and Restated Deposit Agreement (the “Deposit Agreement”) among Argo Blockchain
plc, the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued
thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has
duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City
of New York, State of New York, on November 26, 2025.
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Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
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By: |
JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary |
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By: |
/s/
Timothy E. Green |
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Name: |
Timothy E. Green |
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Title: |
Vice President |
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, Argo Blockchain plc certifies that it has reasonable grounds to believe that all
the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Austin, Texas, on November 26, 2025.
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ARGO BLOCKCHAIN PLC |
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By: |
/s/
Justin Nolan |
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Name: |
Justin
Nolan |
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Title: |
Chief Executive Officer and Member of
the Board |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Justin Nolan and Charlotte Proctor-Worrall, and each of them, his or her
true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration
Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated
on November 26, 2025.
SIGNATURES
| Signature |
|
Title |
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|
| /s/ Justin Nolan |
|
Chief Executive Officer and Member of the Board (principal executive officer) |
| Justin Nolan |
|
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| /s/ Charlotte Proctor-Worrall |
|
Chief Financial Officer (principal financial and accounting officer) |
| Charlotte Proctor-Worrall |
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| /s/ Maria Perrella |
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Member of the Board |
| Maria Perrella |
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the requirements of the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Argo Blockchain plc, has signed this
Registration Statement on Form F-6 in Newark, Delaware, on November 26, 2025.
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Authorized U.S. Representative |
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By: |
Puglisi
& Associates |
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By: |
/s/
Donald J. Puglisi |
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Name: |
Donald
J. Puglisi |
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Title: |
Managing
Director |
INDEX TO EXHIBITS
| Exhibit
Number |
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| (a) |
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Form of Amended and Restated Deposit Agreement among Argo Blockchain plc (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the "Deposit Agreement"), including the Form of ADR attached as Exhibit A thereto. |
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| (d) |
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Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. |
