Sealand Capital Galaxy Limited
30 September 2026
30 September 2026
Sealand Capital Galaxy Limited
("Sealand", the "Company" or the "Group")
Unaudited Interim Results for the six months ended 30 June 2026
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has published its unaudited interim results for the six months ended 30 June 2026.
The period saw the Group advance its repositioning, supported by a strengthened capital base, expanded leadership team and increased revenue from marketing and advisory activities.
The Group also progressed a number of acquisitions, and secured a computing advisory mandate, launched new AI data-security and content-creation platforms following the period end.
Financial highlights:
- Revenue increased by 676% to £772,890 (H1 2025: £99,529), principally reflecting the contribution of the Group's marketing and advisory activities alongside continued e-commerce growth.
- Gross profit increased to £465,797 (H1 2025: £46,762), with gross margin improving to 60.3% (H1 2025: 47.0%).
- Profit before tax was £641,636, including a non-cash gain of £535,387 on remeasurement of the convertible loan note derivative immediately prior to its conversion in March 2026, compared with a loss before tax of £361,920 in H1 2025.
- The Group reported a profit for the period of £545,389 (H1 2025: loss of £361,920). Profit attributable to equity holders was £442,140 (H1 2025: loss of £361,985).
- Net assets were £8.56 million at 30 June 2026, compared with net liabilities of £2.08 million at 31 December 2025.
- Net current assets were £8.54 million at 30 June 2026, compared with net current liabilities of £2.12 million at 31 December 2025.
- Cash and cash equivalents were £48,547 at 30 June 2026. Subsequent to the period end, the Company received £4.94 million from the exercise of Conversion A Warrants.
Operational highlights:
- In January 2026, the Group announced its strategic focus on AI and SaaS software tools, computing-power infrastructure and energy technology, supported by a dual-hub operating model across Shenzhen and Hong Kong.
- In March 2026, the Group paid a refundable £1.98 million deposit in connection with its proposed acquisition of Brilliant Glow Group Co., Limited ("BGG"), a Hong Kong consulting business. In July 2026, the Company conditionally agreed to acquire BGG for total consideration of £6.6 million, subject to completion conditions.
- The Group strengthened its financial position during the period through the £444,371 share subscription, conversion of the convertible loan notes and exercise of 911,876,333 Conversion A Warrants, which raised £2.74 million in cash.
- The Group assigned its convertible loan-note investment in EVOO AI plc for £250,000 consideration, realising a gain of £27,055. The outstanding £100,000 was received in July 2026.
- Mr Siqi (Daniel) Cao was appointed as Chief Executive Officer in April 2026.
- The Company acquired an approximately 2.0% minority interest in Wanel Capital Limited for £450,000 as part of its seed funding round. Wanel operates in digital financial infrastructure, including payments, stablecoin technology and cross-border settlement.
- In September 2026, the Company conditionally agreed to acquire a 60% interest in Finely Technology Holdings Limited ("FT") for £12 million, subject to completion conditions and a profit commitment. An update on the timing of completion is set out below.
- The Group launched SaturnGlitter, an AI data-security platform, in July 2026 and MercuryGlitter, an AI-powered content-creation platform, in September 2026.
- Ms Daphne Zhang was appointed as an independent non-executive director and Deputy Chair following the period end.
Update on proposed acquisition of Finely Technology Holdings Limited ("FT")
Further to the Company's announcement of 14 September 2026 regarding the proposed acquisition of a 60% controlling interest in Finely Technology Holdings Limited, the Company confirms that completion will not now occur by 30 September 2026 as previously anticipated, due to the ongoing change-of-control registration process with the relevant local authorities. The Company still expects the acquisition to complete following conclusion of this process and will provide a further update in due course.
The unaudited Interim Results six months ended 30 June 2026 will shortly be available on the Company's website at https://www.sealandcapitalgalaxy.com/ and the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Siqi Cao, Chief Executive Officer of Sealand Capital Galaxy Limited, said:
"The first half of 2026 was a period of material progress for Sealand. We have significantly strengthened the balance sheet, delivered substantial revenue growth and returned the Group to a modest consolidated profit.
"Alongside this improved financial performance, we have taken practical steps to build the Group's technology and AI capabilities: advancing the proposed BGG acquisition, investing in Wanel, launching SaturnGlitter and MercuryGlitter, and agreeing the proposed acquisition of a majority interest in Finely Technology Holdings.
"We are building a more focused platform across technology, AI-enabled services and digital infrastructure. With a strengthened leadership team and additional funding received after the period end, we are well placed to execute on the opportunities ahead while maintaining a disciplined approach to capital allocation and delivery."
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the UK version of the Market Abuse Regulation (EU) No 596/2014, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
The person responsible for arranging the release of this announcement on behalf of the Company is Mr. Siqi Cao, Chief Executive Officer.
Enquiries:
For further information, please contact:
Sealand Capital Galaxy Limited
Ms. Elena Suet Sum Law (Executive Chair)
Mr. Siqi Cao (Chief Executive Officer)
Mr. Geoffrey Griggs (Independent Non-executive Director)
Mr. Chong Sun Terng (Independent Non-Executive Director)
Ms. Daphne Zhang (Independent Non-Executive Director)
SPARK Advisory Partners Limited (Financial Adviser) +44 (0) 203 368 3550/3551
Mark Brady / Angus Campbell
Media (PR/IR)
Notes to editors:
Sealand Capital Galaxy Limited's ordinary shares are admitted to the Equity Shares (transition) category of the Financial Conduct Authority's Official List and admitted to trading on the London Stock Exchange's Main Market. Sealand focuses on AI and SaaS software tools to support the commercial deployment of digital management solutions, together with computing-power infrastructure and energy technology, aiming to build an integrated platform spanning digitalisation, intelligence, computing support and energy assurance. Operating through a dual Shenzhen-Hong Kong Asia-Pacific hub model, the Group pursues targeted technology acquisitions, strategic partnerships and selective digital investments to deliver sustainable long-term shareholder value across the APAC, UK and European markets.
Chair Statement
Overview and Business Review
Sealand Capital Galaxy Limited (the "Company" and, together with its subsidiaries, the "Group") was incorporated in the Cayman Islands on 22 May 2015. Through its subsidiaries, the Company builds and runs a portfolio of operating businesses across e-commerce, technology (including software-as-a-service and AI-enabled solutions) and digital marketing and consulting, with the weight of its activity in the Asia-Pacific region. Its ordinary shares trade on the Main Market of the London Stock Exchange, within the Equity Shares (Transition) category of the Official List.
The six months to 30 June 2026 saw a material refinancing, a strengthened board and senior leadership team, and continued progress in repositioning the portfolio towards technology and AI-enabled businesses. The principal events were as follows:
• On 21 January 2026 the Board appointed Mr Chong Sun Terng as an independent non-executive director and chair of the Audit Committee, and Mr Peng (Patrick) Liu as Chief Financial Officer; SPARK Advisory Partners Limited was appointed the Company's financial adviser on 17 February 2026.
• On 27 January 2026 the Board announced a strategic update focusing the Group on AI and SaaS software tools and on computing-power infrastructure and energy technology, supported by a dual-hub approach across Shenzhen and Hong Kong.
• On 1 March 2026 the Group paid a refundable cash deposit of £1,980,000 to the seller of Brilliant Glow Group Co., Limited ("BGG"), a Hong Kong consulting business, under a non-binding letter of intent ahead of due diligence (notes 13 and 18).
• On 11 March 2026 Mr Siqi (Daniel) Cao, an executive director of the Company, agreed to subscribe for 444,371,233 new ordinary shares at £0.001 per share, raising gross cash proceeds of £444,371 (a material related party transaction under DTR 7.3, see note 15).
• On 26 March 2026 shareholders approved at a general meeting the conversion of the CLNs and the exercise of Conversion A Warrants by Mr Cao, and the associated issue of new ordinary shares.
• On 30 March 2026, following drawdown of the remaining £5,600,000 under the facility, the Company's convertible loan notes ("CLN"), being principal of £5,925,000 together with £344,439 of facility fees and accrued interest, or £6,269,439 in aggregate, were converted at £0.0015 per share into 4,179,626,027 new ordinary shares, of which 1,834,097,497 were issued to Mr Cao. On the same day, Mr Cao exercised 911,876,333 Conversion A Warrants at £0.003 per share, raising £2,735,629 in cash. Following these allotments, the number of shares in issue increased to 6,547,408,349 and left Mr Siqi (Daniel) Cao with approximately 48.73% of the Company's share capital, making him the Company's largest shareholder. Mr Cao's participation in the CLN conversion and the warrant exercise constituted a material related party transaction under DTR 7.3 (note 15). The derivative liability attached to the CLN was derecognised on conversion. Its remeasurement to fair value immediately prior to conversion gave rise to a non-cash gain of £535,387 recognised in finance income.
• On 2 April 2026 Dr Thomas Sawyer stepped down as Chief Executive Officer and Mr Siqi (Daniel) Cao succeeded him.
• On 29 April 2026 the Company announced that, at its request, the listing of its shares would be temporarily suspended with effect from 1 May 2026 pending publication of its audited 2025 annual results; the results were published on 15 June 2026 and the listing was restored on 17 June 2026.
• On 30 April 2026 the Group assigned its convertible loan note investment in EVOO AI plc - carried at £222,945 (fair value through profit or loss) at 31 December 2025 - to an unconnected third party for total consideration of £250,000, of which £150,000 had been received by 30 June 2026 and the remaining £100,000 was received on 21 July 2026 (note 19). The Group has no remaining interest in EVOO and the SEA-VOO initiative is not being pursued.
Financial Review
The Group delivered a consolidated profit of £545,389, of which £442,140 was attributable to equity holders of the parent. Revenue rose to £772,890 from £99,529 in the six months to 30 June 2025, driven primarily by marketing and advisory activities brought in during 2025, together with continued growth in e-commerce. Gross profit increased to £465,797 (2025: £46,762), lifting the gross margin to 60.3% from 47.0% as the mix shifted towards higher-margin marketing and advisory work.
Administrative expenses rose to £416,392 (2025: £361,280), while the £49,188 finance cost of the prior-year period became £564,898 of finance income, including a non-cash fair-value gain of £535,387 on remeasurement of the CLN derivative financial instrument immediately prior to its derecognition on conversion in March 2026 (note 16); the £1.11 million fair-value charge recognised in the year ended 31 December 2025 did not recur. Profit before tax was £641,636 against a loss of £361,920 a year earlier. After deducting income tax of £96,247 (2025: £nil), profit for the period was £545,389 (2025: loss of £361,920); profit of £442,140 was attributable to equity holders (2025: loss of £361,985) and profit of £103,249 to non-controlling interests (2025: £65).
The Q1 2026 refinancing materially strengthened the balance sheet. At 30 June 2026 the Group held net assets of £8,562,763, against net liabilities of £2,081,766 at 31 December 2025, and net current assets of £8,539,482 against net current liabilities of £2,115,689. Cash stood at £48,547 (31 December 2025: £112,534). Deposits, prepayments and other receivables of £9,714,446 (31 December 2025: £571,450) consist mainly of payments on account of business expansion and proposed investments of £7.18 million, principally refundable performance deposits paid in connection with proposed acquisitions that are under negotiation and had neither completed nor been announced at the date of this report, together with the £1.98 million refundable BGG deposit, the receivable from non-controlling interests and the EVOO deferred consideration (received in July 2026); note 13 sets out the composition.
Outlook
Looking ahead to the second half of 2026, the Group will focus on advancing its strategy as an AI and technology platform, developing commercial opportunities across AI applications, data security, computing power and related infrastructure. Alongside the continued development of its existing operations, the Group will evaluate selective partnerships, acquisitions and strategic investments that could broaden its capabilities and support future growth. This includes progressing to completion the proposed acquisitions of BGG and of a 60% interest in Finely Technology Holdings Limited, announced on 22 July and 14 September 2026 respectively. The Board will keep the Group's capital requirements and funding options under regular review, taking account of market conditions, available resources and the quality of opportunities identified. The Board will also continue to strengthen governance, risk oversight and reporting, including following the appointment of Ms Daphne Zhang as an independent non-executive director and Deputy Chair on 15 July 2026. The Group will maintain a disciplined approach to execution and update shareholders on material developments as appropriate.
By order of the Board
Elena Suet Sum Law
Executive Chair
30 September 2026
GOING CONCERN
At 30 June 2026 the Group held cash of £48,547, net current assets of £8,539,482 and net assets of £8,562,763. In the first quarter, it raised approximately £8.78 million in cash, comprising £0.44m from a share subscription, £2.74m from the exercise of Conversion A Warrants by Mr Cao and £5.60m from drawdown of the remaining CLN facility. A further £4,939,714 was received during July and August 2026 from the exercise of Conversion A Warrants (announced on 27 August 2026).
Taking account of the funds raised, the period-end working capital position, the warrant exercise completed after the period end and management's cash projections covering at least twelve months from approval of these results, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. They therefore continue to prepare these unaudited condensed consolidated interim financial statements on the going-concern basis. The Directors keep the timing and completion of the announced acquisitions, and the Group's ongoing cash needs, under continuing review.
PRINCIPAL RISKS AND UNCERTAINTIES
DTR 4.2.7R requires a description of the principal risks and uncertainties facing the Group over the remaining six months of the financial year. The risks below follow the same categories as the 2025 Annual Report - investment, operational, financial, cross-border regulatory, geopolitical and macroeconomic, and other - and have been brought up to date for the period. The detail of financial risk (credit, liquidity and market risk, covering foreign-exchange, interest-rate and price risk) is consistent with the corresponding note in the 2025 Annual Report.
Investment risk
Alongside its operations, the Group invests selectively, and mostly in early-stage technology, internet and AI businesses. Values can move sharply with market conditions, investee performance or the choice of technology route, and carrying amounts, goodwill included, may have to be impaired. The recoverability of the acquisition deposit and other receivables, a significant balance at 30 June 2026, is assessed on an expected-credit-loss basis; the BGG deposit is refundable and the terms of the proposed acquisition include seller revenue and repurchase commitments (notes 13 and 18).
Customer concentration risk
A small number of customers account for a large share of Group revenue. The loss of, or weaker orders or slower payment from, a major customer would adversely affect operating results and the recoverability of trade receivables.
Key talent risk
The business rests on a small core of managers and technical staff, above all in AI and technology. Any failure to attract, motivate or retain that talent would slow innovation and business development.
Supply chain and third-party platform risk
E-commerce depends on third-party suppliers for goods and logistics, while the technology businesses depend on external platforms, cloud and app-store providers among them. Supplier disruption, quality or delivery problems, or a change in a platform's policies or algorithms, would raise costs or interrupt operations.
Financial risks
The Group is exposed to credit risk, liquidity risk and market risk. Credit risk arises on trade and other receivables, which grew over the period. Liquidity risk reflects the possibility that the Group needs further funds to scale and to complete the announced transactions, with no assurance that finance will be available on acceptable terms. Market risk covers foreign-exchange risk (the functional currencies are GBP, CNY and HKD), interest-rate risk and price risk.
Significant shareholder risk
Mr Siqi (Daniel) Cao, the Chief Executive Officer, held approximately 48.73% of the Company's shares in issue at 30 June 2026 (approximately 38.9% following the warrant exercises announced on 27 August 2026) and additionally held 979,849,931 Conversion A Warrants and 1,891,726,264 Conversion B Warrants (notes 15 and 17). As the largest shareholder he can exercise significant influence over matters put to a shareholder vote, and any disposal or further accumulation of his holding could materially affect the Company's share price.
Dilution risk
At 30 June 2026 there were outstanding 3,325,378,461 Conversion A Warrants (exercise price £0.003) and 4,237,254,794 Conversion B Warrants (exercise price £0.00375), in addition to 246,000,000 placing warrants (exercise prices of £0.0025 and £0.0040); following the exercises completed in July and August 2026 (note 19), 1,678,806,981 Conversion A Warrants and 4,237,254,794 Conversion B Warrants remain outstanding. In addition, up to 500,000,000 consideration shares may be issued under the proposed acquisition of a 60% interest in Finely Technology Holdings Limited, and part of the consideration for the proposed BGG acquisition may be settled in shares at the Company's discretion (notes 18 and 19). Any exercise of warrants or issue of consideration shares would dilute existing shareholders.
Cross-border regulatory risk
The Group operates across the UK, the Cayman Islands, Hong Kong and Mainland China, each with its own fast-changing body of law and regulation, data and AI rules included. A breach could bring fines, suspension or other liabilities.
Geopolitical and macroeconomic risk
Geopolitical tension, trade friction and sanctions can disrupt cross-border operations and supply chains; slower growth, inflation and moving interest rates can dampen demand and make receivables harder to recover.
Acquisition execution and integration risk
The Group is pursuing and assessing a number of acquisitions and investments (notes 18 and 19). Those not yet completed remain conditional and may not close on the expected timetable or terms, and an acquired business may not deliver the expected synergies or returns.
Technological obsolescence and AI-specific risk
Technology moves quickly, and a failure to keep products competitive would erode the Group's market position. AI systems carry a risk of their own: outputs may be inaccurate, biased or non-compliant, drawing regulatory scrutiny or reputational harm.
Cybersecurity, data and IT risk
A cyber-attack, an IT failure or a data breach could interrupt services, attract penalties and damage reputation; an undetected software error could likewise cost customers or give rise to liability.
Reputational risk
Reputation is important to business development. Service complaints, data incidents or non-compliance would erode customer trust and investor confidence.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Pursuant to Disclosure Guidance and Transparency Rules ("DTR") 4.2.10R, each of the Directors, whose names and functions are set out in the Corporate Information section, confirms that, to the best of his or her knowledge:
(a) the condensed set of financial statements, prepared in accordance with IAS 34 Interim Financial Reporting as contained in UK-adopted IFRS, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as a whole, as required by DTR 4.2.4R;
(b) the interim management report (the Chair Statement, Going Concern and Principal Risks and Uncertainties sections) includes a fair review of the information required by DTR 4.2.7R (an indication of important events during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months); and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R in respect of related-party transactions.
These unaudited condensed consolidated interim financial statements were approved and authorised for issue by the Board of Directors on 30 September 2026 and signed on its behalf by:
______________________
Elena Suet Sum Law
Executive Chair
30 September 2026
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2026
|
|
|
|
Six months ended 30 June 2026 (Unaudited) |
Six months ended 30 June 2025 (Unaudited) |
|||
|
Note |
|
£ |
£ |
||||
|
Revenue |
5 |
772,890 |
99,529 |
||||
|
Cost of sales |
(307,093) |
(52,767) |
|||||
|
Gross profit |
465,797 |
|
46,762 |
||||
|
Administrative expenses |
(416,392) |
(361,280) |
|||||
|
Other income |
5 |
27,333 |
1,786 |
||||
|
Finance income / (costs) |
6 |
564,898 |
(49,188) |
||||
|
Profit/(loss) before tax |
6 |
641,636 |
|
(361,920) |
|||
|
Income tax expense |
7 |
(96,247) |
- |
||||
|
Profit/(loss) for the period |
545,389 |
|
(361,920) |
||||
|
|
|||||||
|
Attributable to: |
|||||||
|
Owners of the parent |
442,140 |
(361,985) |
|||||
|
Non-controlling interests |
103,249 |
65 |
|||||
|
Profit/(loss) for the period |
545,389 |
|
(361,920) |
||||
|
Earnings per share attributable to equity holders of the Company |
|||||||
|
Pence |
|
Pence |
|||||
|
Basic and diluted earnings per share |
9 |
0.01 |
(0.04) |
||||
|
Six months ended 30 June 2026 (Unaudited) |
Six months ended 30 June 2025 (Unaudited) |
||||||
|
Note |
£ |
£ |
|||||
|
Profit/(loss) for the period |
545,389 |
(361,920) |
|||||
|
Other comprehensive income/(loss) |
|||||||
|
Items that are or may be reclassified subsequently to profit or loss: |
|||||||
|
- Exchange differences on translation of foreign operations |
71,774 |
80,506 |
|||||
|
Other comprehensive income/(loss) for the period, net of tax |
71,774 |
80,506 |
|||||
|
Total comprehensive income/(loss) for the period |
617,163 |
|
(281,414) |
||||
|
Attributable to: |
|||||||
|
Owners of the parent |
485,205 |
(301,603) |
|||||
|
Non-controlling interests |
131,958 |
20,189 |
|||||
|
Total comprehensive income/(loss) for the period |
|
|
|
|
617,163 |
|
(281,414) |
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
|
|
At 30 June 2026 (Unaudited) |
At 31 December 2025 (Audited) |
|||
|
Note |
|
£ |
£ |
||
|
ASSETS |
|||||
|
Non-current assets |
|||||
|
Right-of-use asset |
10 |
- |
11,696 |
||
|
Goodwill |
11 |
23,281 |
22,227 |
||
|
Total non-current assets |
23,281 |
|
33,923 |
||
|
Current assets |
|||||
|
Financial assets at FVTPL |
12 |
- |
222,945 |
||
|
Inventories |
108,117 |
43,429 |
|||
|
Trade receivables and accrued income |
13 |
1,293,478 |
1,183,629 |
||
|
Deposit, prepayment and other receivables |
13 |
9,714,446 |
571,450 |
||
|
Cash and cash equivalents |
|
48,547 |
112,534 |
||
|
Total current assets |
11,164,587 |
|
2,133,987 |
||
|
Total assets |
|
|
11,187,868 |
|
2,167,910 |
|
Current liabilities |
|||||
|
Trade payables |
55,646 |
740,584 |
|||
|
Advances from customers, other payables and accruals |
14 |
1,068,429 |
914,886 |
||
|
Amount due to a former director |
15 |
1,290,494 |
1,290,494 |
||
|
Lease liabilities |
- |
13,012 |
|||
|
Derivative financial instruments |
16 |
- |
1,189,996 |
||
|
Current tax liabilities |
210,536 |
100,704 |
|||
|
Total current liabilities |
2,625,105 |
|
4,249,676 |
||
|
Net current assets/(liabilities) |
8,539,482 |
|
(2,115,689) |
||
|
Non-current liabilities |
|||||
|
Lease liabilities |
- |
- |
|||
|
Total non-current liabilities |
- |
|
- |
||
|
Net assets/(liabilities) |
8,562,763 |
|
(2,081,766) |
||
|
Equity |
|||||
|
Share capital |
17 |
654,740 |
101,153 |
||
|
Reserves |
17,014,039 |
7,659,853 |
|||
|
Accumulated loss |
(9,392,319) |
(9,968,483) |
|||
|
Equity attributable to owners of the parent |
8,276,460 |
|
(2,207,477) |
||
|
Non-controlling interests |
286,303 |
125,711 |
|||
|
Total equity |
8,562,763 |
|
(2,081,766) |
||
These financial statements were approved and authorised for issue by the Board of Directors on 30 September 2026 and signed on its behalf by:
______________________
Elena Suet Sum Law
Executive Chair
30 September 2026
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2026
|
Share capital |
Share premium |
|
Share-based payment reserve |
|
Warrants reserve |
|
Exchange reserve |
|
Accumulated losses |
|
Attributable to owners of the parent |
|
Non-controlling interests |
|
Total equity |
|||
|
£ |
£ |
|
£ |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|||
|
At 1 January 2026 (Audited) |
101,153 |
7,516,051 |
134,024 |
- |
9,778 |
(9,968,483) |
(2,207,477) |
125,711 |
(2,081,766) |
|||||||||
|
Profit / (loss) for the period |
- |
- |
- |
- |
- |
442,140 |
442,140 |
103,249 |
545,389 |
|||||||||
|
Exchange differences arising on translation |
- |
- |
- |
- |
43,065 |
- |
43,065 |
28,709 |
71,774 |
|||||||||
|
Total comprehensive income / loss |
- |
- |
- |
- |
43,065 |
442,140 |
485,205 |
131,958 |
617,163 |
|||||||||
|
Issue of ordinary shares |
553,587 |
9,550,460 |
- |
- |
- |
- |
10,104,047 |
- |
10,104,047 |
|||||||||
|
Transfer of share-based payment reserve on exercise of warrants |
- |
- |
(134,024) |
- |
- |
134,024 |
- |
- |
- |
|||||||||
|
Transaction costs of equity issues |
- |
(105,315) |
- |
- |
- |
- |
(105,315) |
- |
(105,315) |
|||||||||
|
Other movements in non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
28,634 |
28,634 |
|||||||||
|
At 30 June 2026 (unaudited) |
654,740 |
16,961,196 |
- |
- |
52,843 |
(9,392,319) |
8,276,460 |
286,303 |
8,562,763 |
|||||||||
|
|
|
|||||||||||||||||
|
|
|
|
||||||||||||||||
|
At 1 January 2025 (Audited) |
75,590 |
6,970,321 |
- |
- |
23,748 |
(8,324,429) |
(1,254,770) |
(322,336) |
(1,577,106) |
|||||||||
|
Profit / (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 |
- |
- |
- |
60,382 |
(361,985) |
(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 |
84,130 |
(8,686,414) |
(1,312,373) |
(302,147) |
(1,614,520) |
|||||||||
|
|
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2026
|
|
Six months ended 30 June 2026 (Unaudited) |
|
Six months ended 30 June 2025 (Unaudited) |
|
|
|
£ |
|
£ |
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
||||
|
Profit/(loss) before tax |
641,636 |
(361,920) |
||
|
Adjustments for: |
||||
|
Depreciation |
11,696 |
13,519 |
||
|
Interest income |
(489) |
(6) |
||
|
Fair value gain on derivative financial instruments |
(535,387) |
- |
||
|
117,456 |
|
(348,407) |
||
|
Changes in working capital: |
||||
|
(Increase)/Decrease in inventories |
(64,688) |
(24,426) |
||
|
(Increase)/Decrease in trade receivables and accrued income |
(109,849) |
(7,281) |
||
|
(Increase)/Decrease in deposit, prepayment and other receivables |
(261,549) |
(205,632) |
||
|
(Decrease)/Increase in amount due to a former director |
- |
(11,797) |
||
|
(Decrease)/Increase in trade payables |
(149,551) |
(2,072) |
||
|
(Decrease)/Increase in advances from customers, other payables and accruals |
153,543 |
19,134 |
||
|
Net cash generated from/(used in) operating activities |
(314,637) |
|
(580,481) |
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
||||
|
Proceeds on disposal of financial assets at fair value through profit or loss ("FVTPL") |
150,000 |
- |
||
|
Interest received |
- |
6 |
||
|
Payments on account of acquisitions |
(8,456,447) |
- |
||
|
Net cash generated from/(used in) investing activities |
(8,306,447) |
|
6 |
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
||||
|
Proceeds from issues of shares |
444,371 |
166,500 |
||
|
Proceeds from exercise of warrants |
2,735,629 |
77,500 |
||
|
Proceeds from borrowings |
5,600,000 |
366,464 |
||
|
Repayment of lease liabilities |
(13,012) |
(13,329) |
||
|
Net cash generated from/(used in) financing activities |
8,766,988 |
|
597,135 |
|
|
Net increase/(decrease) in cash and cash equivalents |
145,904 |
16,660 |
||
|
Effect of foreign exchange rate changes |
(209,891) |
35,353 |
||
|
Cash and cash equivalents at 1 January |
112,534 |
18,461 |
||
|
Cash and cash equivalents at 30 June |
48,547 |
|
70,474 |
NOTES TO THE UNAUDITED INTERIM RESULTS
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 Act (As Revised) of the Cayman Islands. Its registered office is Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands. These unaudited condensed consolidated interim financial statements cover the Company and its subsidiaries (together, the "Group"), which operates across e-commerce, technology (including SaaS and AI-enabled solutions) and digital marketing and consulting.
The Company's ordinary shares are admitted to the Equity Shares (Transition) category of the Official List and trade on the Main Market of the London Stock Exchange.
2. Basis of preparation
These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2026 have been prepared in accordance with IAS 34 "Interim Financial Reporting" as contained in UK-adopted IFRS, and with DTR 4.2 of the FCA Handbook. They do not contain all of the disclosures required for a full set of annual financial statements and should be read in conjunction with the Group's audited consolidated financial statements for the year ended 31 December 2025.
The Group has applied the same accounting policies, presentation and methods of computation as in the 2025 annual financial statements. A number of amended standards became effective from 1 January 2026; none has had a material effect on these interim financial statements. The Company's auditor has neither reviewed nor audited these interim financial statements (DTR 4.2.9R).
Comparative information follows IAS 34.20 and DTR 4.2.4R. The comparative statement of financial position is drawn at 31 December 2025, the end of the preceding financial year, from the 2025 audited annual financial statements. The comparative statements of profit or loss and other comprehensive income, changes in equity and cash flows cover the six months ended 30 June 2025, the comparable interim period of the preceding year; a statement of financial position at 30 June 2025 is therefore not presented. Comparative cash-flow information has been re-presented on the annual-report line-item format, with no change to the net increase in cash and cash equivalents previously reported.
The functional currencies of Group entities are GBP, CNY and HKD; these financial statements are presented in pounds sterling, rounded to the nearest pound. A total or subtotal may therefore differ by £1 from the arithmetic sum of the line items that make it up.
3. Going concern
The Directors consider the going-concern basis appropriate and refer to the Going Concern section above - the Q1 2026 financing, the warrant exercise completed on 27 August 2026 after the period end, and management's twelve-month cash projections.
4. Segment information
The Group is organised into business segments based on the nature of the products and services provided, the different risks and returns of each business, and the internal reporting structure used by the chief operating decision maker ("CODM") to allocate resources and assess performance.
The CODM reviews the Group's internal reporting on a regular basis to assess performance and allocate resources. The CODM has identified the following reportable segments:
a) e-Commerce segment: Sale of goods through online platforms and provision of related logistics and customer support services;
b) Technology and SaaS segment: Development and sale of custom software, provision of cloud-based software-as-a-service (SaaS) solutions and technology consulting services;
c) Marketing and Advisory segment: Provision of display advertising, performance-based advertising, marketing planning and strategic advisory services for international businesses entering the China and UK markets.
Inter-segment transactions are conducted on an arm's length basis. Unallocated items include corporate expenses, income tax and other items that are not directly attributable to any individual segment. Comparative segment information for the six months ended 30 June 2025 has been re-presented on the basis of the current reportable segments.
|
e-Commerce |
|
Technology |
|
Marketing and Advisory |
|
Corporate |
|
Total |
|
|
£ |
£ |
£ |
£ |
||||||
|
Six months ended 30 June 2026 (Unaudited) |
|||||||||
|
Revenue |
134,483 |
- |
634,554 |
3,853 |
772,890 |
||||
|
Segment result |
24,041 |
- |
292,486 |
325,109 |
641,636 |
||||
|
Assets |
911,627 |
- |
1,385,425 |
8,890,816 |
11,187,868 |
||||
|
Liabilities |
347,161 |
- |
711,690 |
1,566,254 |
2,625,105 |
||||
|
Six months ended 30 June 2025 (Unaudited) |
|||||||||
|
Revenue |
99,529 |
- |
- |
- |
99,529 |
||||
|
Segment result |
23,133 |
- |
(278) |
(384,775) |
(361,920) |
||||
|
Assets |
98,394 |
- |
11 |
416,915 |
515,320 |
||||
|
Liabilities |
84,897 |
- |
6,375 |
2,038,568 |
2,129,840 |
||||
5. Revenue and other income
|
Six months ended 30 June 2026 (Unaudited) |
Six months ended 30 June 2025 (Unaudited) |
||
|
£ |
£ |
||
|
Revenue |
|||
|
e-Commerce |
134,483 |
99,529 |
|
|
Technology |
- |
- |
|
|
Marketing and advisory |
634,554 |
- |
|
|
Corporate |
3,853 |
- |
|
|
772,890 |
99,529 |
||
|
Other income |
|||
|
Gain on assignment of FVTPL investment |
27,055 |
- |
|
|
Other |
278 |
1,786 |
|
|
27,333 |
1,786 |
6. Profit before tax
Profit before tax is stated after charging / (crediting): depreciation (including of the right-of-use asset) of £11,696 (2025: £13,519), and net finance income of £564,898 (2025: finance costs of £49,188, mainly CLN interest). Net finance income comprises bank interest income of £489 and net foreign exchange gains of £29,022 arising on CNY- and HKD-denominated monetary balances, and a non-cash fair value gain of £535,387 on remeasurement of the CLN derivative financial instrument prior to its derecognition on conversion (note 16).
7. Income tax
The income tax expense of £96,247 (2025: £nil) represents current tax on the profits of the Mainland China subsidiaries. The effective rate exceeds the headline rate principally because, consistent with 2025, the Group recognises no deferred tax asset on tax losses arising elsewhere in the Group where recovery is not judged probable. The £535,387 fair value gain arises in the Company, which is not subject to income tax, and accordingly has no tax effect for the Group.
8. Employees
The average number of employees during the period was made up as follows:
|
Six months ended 30 June 2026 (Unaudited) |
Six months ended 30 June 2025 (Unaudited) |
|
|
Directors |
4 |
2 |
|
Staff |
10 |
3 |
|
Directors' remuneration (£) |
45,000 |
15,000 |
Dr Thomas Sawyer served as Chief Executive Officer of the Group until 2 April 2026. He was engaged on a consultancy basis through Capro Limited and was not a direct employee of the Group. The total consideration paid to Capro Limited for his services during the period amounted to £62,500.
9. Earnings / (loss) per share
Basic earnings per share is calculated on the profit attributable to owners of the parent of £442,140 (2025: loss of £361,985) and on the weighted average number of ordinary shares in issue during the period of 3,902,580,599 (2025: 867,381,127, as reported in the 2025 interim report). On this basis the earnings per share for 2026 is 0.01 pence (2025: loss per share of 0.04 pence). The Conversion A Warrants, Conversion B Warrants and placing warrants outstanding at 30 June 2026 (note 17) are potential ordinary shares; to the extent dilutive, their effect on earnings per share, measured by reference to the average market price of the Company's shares over the period from their issue on 30 March 2026 to 30 June 2026, would be less than 0.01 pence per share; diluted earnings per share is accordingly the same as basic earnings per share.
10. Right-of-use asset
The right-of-use asset was fully depreciated during the period and the associated lease liability was settled in full; both balances are £nil at 30 June 2026 (31 December 2025: £11,696 and £13,012 respectively).
11. Goodwill
Goodwill of £23,281 (31 December 2025: £22,227) arose on the 2025 business combinations (Yangwei HealthFood (Guangzhou) Co., Ltd., Yitong Shuxin (Shenzhen) Technology Co., Ltd. and Yitong Yaojing (Shenzhen) Technology Co., Ltd.), with the movement since year-end attributable to foreign-currency translation. The Group tests goodwill for impairment at least annually and identified no impairment indicator at the reporting date.
12. Financial assets at fair value through profit or loss ("FVTPL")
At 31 December 2025 the Group held a £222,945 convertible loan-note investment in EVOO AI plc at FVTPL. It assigned the investment on 30 April 2026 for total consideration of £250,000, receiving £150,000 by 30 June 2026 and leaving £100,000 in other receivables pending settlement, and derecognised the asset on assignment. The £27,055 by which consideration exceeds carrying amount is recognised in other income (note 5).
13. Trade and other receivables
Trade receivables and accrued income were £1,293,478 at 30 June 2026 (31 December 2025: £1,183,629), both balances including accrued income; accrued income at 31 December 2025 was £512,000 (with trade receivables of £671,629). Deposit, prepayment and other receivables were £9,714,446 (31 December 2025: £571,450), made up of prepayments of £89,628 and other receivables of £9,624,818. The latter comprise the refundable deposit of £1,980,000 paid in the period towards the proposed BGG acquisition (note 18), the deferred consideration of £100,000 on the EVOO assignment (note 12, received on 21 July 2026), the receivable from non-controlling interests of £361,510 (note 15) and payments on account of business expansion and proposed investments of £7,183,308; they include nothing arising from transactions agreed or announced only after 30 June 2026 (note 19). The Directors have assessed the recoverability of these balances on an expected-credit-loss basis and consider that no impairment allowance is required at 30 June 2026; the BGG deposit is refundable if the acquisition does not proceed. The payments on account of business expansion and proposed investments comprise principally refundable performance deposits paid in connection with proposed acquisitions that are under negotiation and had neither completed nor been announced at the date of this report; the deposits are refundable in full if the acquisitions do not proceed, and their recoverability has been assessed by reference to the counterparties' financial standing and the refund terms.
14. Other payables and accruals
Advances from customers, other payables and accruals of £1,068,429 (31 December 2025: £914,886) comprise contract liabilities and customer advances of £57,858, employee remuneration payable of £683,035, and other payables and accruals of £327,536.
15. Related-party transactions and balances
The amount due to a former director, Mr Chung Lam Nelson Law, was £1,290,494 at both 30 June 2026 and 31 December 2025 (unsecured, interest-free and with no fixed terms of repayment); the amount due to Ms Elena Suet Sum Law, the Executive Chairwoman, was £505,298 at both 30 June 2026 and 31 December 2025, representing payments made on behalf of the Company and salaries due - unsecured, interest-free, with no fixed terms of repayment and no collateral, and Ms Law has provided a letter declaring that she will not demand repayment should it jeopardise the Group's going-concern position; key management personnel compensation is set out in the 2025 Annual Report. With effect from 1 May 2026, the monthly salary of Mr Siqi (Daniel) Cao, the Chief Executive Officer, was increased from £1,000 to £10,000 per month, as approved by the Board; the resulting additional charge recognised in the period was £18,000. Save as aforesaid, there were no material changes to these arrangements during the period. Mr Siqi (Daniel) Cao, the Chief Executive Officer, is the Company's largest shareholder, with approximately 48.73% of the shares in issue at 30 June 2026. On 11 March 2026 Mr Cao subscribed for 444,371,233 new ordinary shares at £0.001 per share for gross proceeds of £444,371 (note 17). On 30 March 2026 Mr Cao also received 1,834,097,497 new ordinary shares on conversion of CLNs assigned to him, a transaction with a value of £2,751,146 at the conversion price of £0.0015 per share, and exercised 911,876,333 Conversion A Warrants at £0.003 per share for £2,735,629; thereafter he held 979,849,931 Conversion A Warrants and 1,891,726,264 Conversion B Warrants. The subscription, and the CLN conversion and warrant exercise, each constituted a material related party transaction under DTR 7.3. Save for these transactions and the balances disclosed elsewhere, the Group entered into no material related-party transaction outside the ordinary course in the period.
Non-controlling interests rose from £125,711 at 1 January 2026 to £286,303 at 30 June 2026, comprising profit of £103,249 and exchange differences on translation of £28,709 attributable to non-controlling interests ("NCI"), and other consolidation movements of £28,634 in respect of the NCI share of movements in subsidiary reserves. The £347,381 of NCI recognised when the three subsidiaries were formed in 2025 (note 22 to the 2025 Annual Report) already forms part of the opening £125,711 and is not recognised again. No new non-controlling equity contribution arose in the six months to 30 June 2026, and no cash was received from non-controlling interests. Any later settlement of the related committed contribution (the corresponding receivable from NCI was £361,510 at 31 December 2025) is recorded against cash or that receivable and does not increase NCI; the period-end balance is included within deposit, prepayment and other receivables (note 13).
16. Convertible loan note and derivative financial instrument
The CLN was constituted on 30 December 2024 and £400,000 was drawn down on 30 December 2024 (of which £75,000 was converted in November 2025) and the remaining £5,600,000 was drawn down in cash in the three months to 31 March 2026, bringing principal outstanding to £5,925,000. On 30 March 2026 the holders converted the outstanding notes at £0.0015 per share, being principal £5,925,000 plus £344,439 of facility fees and accrued interest, £6,269,439 in aggregate, into 4,179,626,027 new ordinary shares. The derivative financial instrument, carried at £1,189,996 at 31 December 2025, was remeasured to its fair value of £654,609 immediately before conversion, giving rise to a non-cash fair value gain of £535,387 recognised in finance income (note 6); the CLN host liability of £6,269,439 and the derivative of £654,609, £6,924,048 in aggregate, were derecognised on conversion against the equity issued. No cash moved on the conversion itself; it is a significant non-cash financing transaction, separate from the Q1 2026 cash drawdown.
17. Share capital
|
30 June 2026 |
|||
|
Number of shares in issue |
£ |
||
|
Ordinary shares of £0.0001 per share issued and fully paid: |
|||
|
At 1 January 2026 (Audited) |
1,011,534,756 |
101,153 |
|
|
Issued in the period (subscription 444,371,233; CLN conversion 4,179,626,027; Conversion A Warrant exercise 911,876,333) |
5,535,873,593 |
553,587 |
|
|
At 30 June 2026 |
6,547,408,349 |
654,740 |
|
Each ordinary share has a par value of £0.0001. The opening share count of 1,011,534,756 is the number actually in issue at 31 December 2025 per note 20 to the 2025 Annual Report.
The 5,535,873,593 shares issued in the period comprise the three announced allotments: the 11 March 2026 subscription (444,371,233), the 30 March 2026 CLN conversion (4,179,626,027) and the 30 March 2026 exercise of Conversion A Warrants by Mr Cao (911,876,333), adding up to 6,547,408,349 shares at 30 June 2026. At par these allotments add £553,587 to share capital. Opening share capital of £101,153 plus the £553,587 aggregate par value of the new allotments brings share capital to £654,740, being the aggregate par value of the 6,547,408,349 shares in issue.
The par/premium split by transaction is: subscription £44,437 par / £399,934 premium; CLN conversion £417,963 par / £6,506,085 premium; Conversion A Warrant exercise £91,188 par / £2,644,441 premium.
At 30 June 2026 the following warrants were outstanding: 3,325,378,461 Conversion A Warrants (exercise price £0.003) and 4,237,254,794 Conversion B Warrants (exercise price £0.00375), together with 246,000,000 placing warrants (exercise prices of £0.0025 and £0.0040). Following the exercises completed in July and August 2026 (note 19), 1,678,806,981 Conversion A Warrants (of which 979,849,931 are held by Mr Cao) and 4,237,254,794 Conversion B Warrants remain outstanding.
18. Capital commitments and proposed investments
On 1 March 2026, ahead of due diligence and under a non-binding letter of intent, the Group paid the seller a refundable cash deposit of £1,980,000 towards Brilliant Glow Group Co., Limited ("BGG"), a consulting business incorporated in Hong Kong. On 22 July 2026, a post period-end event, see note 19, the Company conditionally agreed to acquire 100% of BGG for total consideration of £6.6 million. The £1,980,000 deposit counts against that consideration, the £4.62 million balance is payable within one year of completion in cash and/or shares at the Company's discretion, and completion remains subject to the conditions in the sale and purchase agreement. The seller has given a two-year post-completion performance commitment (cumulative operating revenue of not less than £2.0 million, or full realisation of specified equity awards), failing which the Company may require the seller to repurchase BGG for 110% of the consideration paid.
Save as disclosed above, the Group had no other material capital commitments at 30 June 2026.
19. Events after the reporting period
Since 30 June 2026, the following material transactions and events have occurred. None of the non-adjusting events below has been recognised in the 30 June 2026 financial statements.
On 27 August 2026 the Company announced that nine investors, none of whom is a related party, had exercised 1,646,571,480 Conversion A Warrants at £0.003 per share for aggregate cash proceeds of £4,939,714, received during July and August 2026, taking the total number of ordinary shares in issue to 8,193,979,829 on admission. Following the exercise, 1,678,806,981 Conversion A Warrants (of which 979,849,931 are held by Mr Cao) and 4,237,254,794 Conversion B Warrants remain outstanding. The cash was received after the period end and adds to the resources available to fund operations and the announced transactions.
The proposed acquisition of BGG was agreed on a conditional basis on 22 July 2026 and is described in note 18. The £1,980,000 deposit was paid before the period end and is already reflected in these financial statements; the £4.62 million balance of the consideration remains deferred and completion is conditional.
On 21 July 2026 the Group received the remaining £100,000 of the consideration for the 30 April 2026 assignment of its convertible loan-note investment in EVOO AI plc (note 12). The receipt settles in full the deferred consideration included within other receivables at 30 June 2026 and confirms its recoverability at the reporting date; no adjustment to the carrying amounts at 30 June 2026 is required.
On 11 August 2026 the Company announced that it had acquired an approximately 2.0% minority interest in Wanel Capital Limited for £450,000 in cash as part of that company's seed funding round. Wanel is a digital-financial-infrastructure business spanning payments, stablecoin technology and cross-border settlement, and the holding extends the Group's digital-financial capabilities.
On 14 September 2026 the Company conditionally agreed to acquire a 60% interest in Finely Technology Holdings Limited ("FT"), a Cayman Islands-incorporated technology company with core operations in Hong Kong, for a total consideration of £12 million, to be satisfied as to £6 million in cash payable in instalments within six months of the date of the sale and purchase agreement (any unpaid balance being capable of settlement in shares at 1.2 pence per share) and as to £6 million through the issue of 500,000,000 consideration shares at 1.2 pence per share, and subject to an audited net profit commitment of not less than US$1.6 million for the year ending 31 December 2027 and to the other conditions in the sale and purchase agreement. At the date of approval of these interim results, the acquisition had not completed.
On 15 July 2026 the Board appointed Ms Daphne Zhang as an independent non-executive director and Deputy Chair.
Alongside these transactions, the Group held its Annual General Meeting and issued an AGM trading update on 14 July 2026, announced a computing advisory mandate on 20 July 2026, and launched an AI data-security platform (SaturnGlitter) on 27 July 2026 and an AI-powered content-creation platform (MercuryGlitter) on 3 September 2026. These are operational developments with no effect on the carrying amounts recognised at 30 June 2026.
20. Dividends, treasury shares and fair-value measurements
No dividend was declared or paid in the six months ended 30 June 2026 (six months ended 30 June 2025: £nil), and the Company held no treasury shares at either reporting date.
The £222,945 FVTPL financial asset held at 31 December 2025, being the EVOO convertible loan note, a Level 3 measurement within the IFRS 13 fair-value hierarchy, was assigned on 30 April 2026 (note 12), and the embedded-conversion derivative liability, carried at £1,189,996 at 31 December 2025, was remeasured to £654,609 immediately before conversion - a fair value gain of £535,387 recognised in profit or loss - and derecognised when the CLN was converted on 30 March 2026 (note 16). The Group therefore held no financial asset or liability measured at fair value at 30 June 2026, and made no transfer between fair-value levels during the period.
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