UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-40816
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Argo Blockchain plc
(Translation of registrant’s name into English)
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Eastcastle House
27/28 Eastcastle Street
London W1W 8DH
England
(Address of principal executive office)
_____________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
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Exhibit
No.
1
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Description
Supplementary
Explanatory Statement dated 27 November 2025
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Press Release
27 November 2025
Argo Blockchain plc
("Argo" or "the Company")
Supplementary Circular to the Explanatory Statement
Argo Blockchain plc provides the following update regarding its
proposed restructuring plan under Part 26A of the Companies Act
2006 (the "Restructuring
Plan").
Yesterday, Argo published a Supplementary Circular to the
Explanatory Statement which provides key updates to Plan
Participants since release of the Explanatory Statement dated 7
November 2025. This is available on the Plan
Website: https://deals.is.kroll.com/argodocs.
The updates are summarised as follows:
Supplementary Export Evidence Report
The Company has further considered Kroll Advisory's valuation
report in light of questions raised by Mr Justice Hildyard at the
convening hearing on 5 November 2025. To address those
questions, the Company has instructed Kroll Advisory to prepare a
supplementary expert evidence report. A copy of this report is
appended to the Supplementary Circular to the Explanatory
Statement.
NASDAQ Update
A new paragraph 8.39 is to be added to the Explanatory Statement to
provide an update to Plan Participants regarding recent
determinations by the Nasdaq Hearings Panel (the "Nasdaq Panel"),
with a view to ensuring Plan Participants have all material
information necessary for them to make an informed vote for or
against the Restructuring Plan at the Plan Meetings on 2 December
2025. Pursuant to an amended decision letter dated 11 November
2025, the Nasdaq Panel determined that the Restructuring Plan
(i) does
not constitute a bankruptcy proceeding and (ii) does not constitute
a business combination resulting in a change in control, which in
each case would have otherwise required compliance with Nasdaq's
initial listing criteria.
Conversion of Ordinary Shares to ADS
On 21 November 2025, the Company announced through the
regulatory news service that, in addition to the Company
establishing a matched bargain trading facility with JP Jenkins,
Shareholders also have the option to convert their holding of
ordinary shares into ADSs in accordance with the terms of the
depositary agreement, which, subject to the Company regaining and
maintaining compliance with the Nasdaq Stock Market's applicable
listing criteria, can be freely traded on the Nasdaq Stock
Market. For completeness, the terms of that announcement are
now incorporated into Part 3 of the Explanatory
Statement.
Stamp Duty Reserve Tax consequences of conversion of Ordinary
Shares into ADSs
The Company has given further consideration to the tax effect of
conversion of Ordinary Shares into ADSs. The
Company has been advised that the transfer of the Ordinary Shares
to the Depositary may give rise to a 1.5% charge to stamp duty
reserve tax on the market value of the Ordinary Shares at the date
of transfer.
JP Jenkins trading facility
The Company has provided further information about the JP Jenkins
trading facility.
To the extent that any Shareholder is unable to convert their
existing equity interests into ADSs and/or participate in the
matched bargain facility, in either case as a result of their
existing intermediary broker being unable to support such
conversion or private market trading, such Shareholders should be
able to transfer their holdings to alternative intermediary brokers
who are able to action such conversion to ADSs or facilitate
participation in the matched bargain facility. If any Shareholder
is unable to identify such an appropriate intermediary broker,
please contact the Company at [email protected] who
will be able to assist in providing a list of appropriate brokers
providing such service. The Company notes that JP Jenkins provide
on its website a list of brokers who frequently work with JP
Jenkins. That list is available at brokers-list
- JP Jenkins.
Timetable and voting
The key times and dates of the Restructuring Plan are as
follows:
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Event
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Time (GMT) and date
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Shareholder plan meeting
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2.00 p.m. on 2 December 2025
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General meeting of Shareholders to consider Rule 9
waiver
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2.30 p.m. on 2 December 2025
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Noteholder plan meeting
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3.00 p.m. on 2 December 2025
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Secured Lender plan meeting
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4.00 p.m. on 2 December 2025
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Court sanction hearing
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Time to be confirmed on 8 December 2025
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Voting forms for the Shareholder, Noteholder and Secured Lender
plan meetings should be completed and returned by 9:00 a.m. New
York (EST) / 2:00 p.m. London (GMT) time on 28 November 2025.
Persons with an interest in the Company's ordinary shares or
ADSs or notes held via a nominee or intermediary (such as a
stockbroker or custodian or depositary) should note that such
nominees or intermediaries will set earlier deadlines for receipt
of voting instructions from beneficial owners to allow the
collation of votes by such entities and the submission of voting
forms by the deadline above.
Shareholders have been sent hard copy proxy forms for the
Shareholder plan meeting and for the general meeting of
shareholders to consider the Rule 9 waiver. Shareholders
should return both proxies to Computershare Investor Services PLC
in accordance with the instructions on the proxy forms. The
form for the plan meeting must be returned by 2.00 p.m. (GMT) on 28
November 2025 and the form for the general meeting must be returned
by 2.30 p.m. (GMT) on the same date.
Noteholders and the Secured Lender should complete a voting form
online through the Plan Website (https://deals.is.kroll.com/argo).
For assistance in completing the form, Noteholders and the Secured
Lender should contact Kroll Issuer Services Limited, telephone +44
20 7089 0909 or email [email protected]
Town hall meeting video and transcript
The Company's town hall meeting, at which Shareholders, Noteholders
and other persons interested in the Restructuring Plan, had an
opportunity to ask questions about the plan, was held on 19
November 2025. For those Plan Participants that were not able
to attend the meeting, a video and transcript of it has been
uploaded to both the Plan Website (https://deals.is.kroll.com/argo)
and the Company's website (https://www.argoblockchain.com/investors/financial-information/uk-restructuring-plan).
General
Documents relating to the Restructuring Plan, including details of
how to vote at the plan meetings being held on 2 December 2025, are
available at https://deals.is.kroll.com/argo.
The Restructuring Plan has been structured to enable the Company to
rely on the exemption from registration provided by Section
3(a)(10) of the U.S. Securities Act of 1933, as amended, and
certain other available exemptions under the U.S. Securities Act of
1933 and applicable state securities laws, in each case with
respect to securities expected to be issued under the
plan.
For further information of a general nature regarding the
Restructuring Plan (including on the voting procedure), please
contact Fladgate LLP, the Company's legal advisers, and for further
information on the voting procedure, Noteholders and the Secured
Lender should please contact the Information Agent and Shareholders
should please contact Computershare:
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FLADGATE LLP
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Email:
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Address:
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16 Great Queen Street, London, WC2B 5DG
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Attention:
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Jeremy Whiteson
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THE INFORMATION AGENT
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Email:
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Attention:
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Argo team
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COMPUTERSHARE
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Email:
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Attention:
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Computershare
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THE RETAIL ADVOCATE
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Email:
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Attention:
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Jon Yorke
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About Argo:
Argo Blockchain plc is a dual-listed (LSE: ARB; NASDAQ: ARBK)
blockchain technology company focused on large-scale cryptocurrency
mining. With a mining facility in Quebec and offices in the US,
Canada, and the UK, Argo's global, sustainable operations are
predominantly powered by renewable energy. In 2021, Argo became the
first climate positive cryptocurrency mining company, and a
signatory to the Crypto Climate Accord. For more information,
visit www.argoblockchain.com.
Forward looking statements
This announcement contains "forward-looking statements," which can
be identified by words like "may," "will," "likely," "should,"
"expect," "anticipate," "future," "plan," "believe," "intend,"
"goal," "seek," "estimate," "project," "continue" and similar
expressions. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on the Company's current beliefs, expectations and assumptions
regarding the future of its business, future plans and strategies,
projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the Company's control. The information in this
announcement about the proposed Restructuring Plan and its expected
effects; the
Company's operating and financial outlook; and internal estimates,
projections, forecasts, and valuation analyses are forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause the
Company's actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include market conditions; the Company's ability to implement the
proposed Restructuring Plan on the expected timeline or at all; the
ability to retain the Company's listing on Nasdaq; operational,
financial, regulatory, tax and legal risks; assumptions underlying
revenue, EBITDA and valuation estimates; and the principal risks
and uncertainties described in the risk factors set forth in the
Company's Annual Report and Financial Statements and Form 20-F for
the year ended 31 December 2024.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Date:
27 November, 2025
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ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Officer
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