UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
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 December, 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
Court
agrees to sanction Restructuring Plan dated 10 December
2025
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Press Release
10 December 2025
Argo Blockchain plc
("Argo" or "the Company")
Court agrees to sanction Restructuring Plan
Argo (LSE: ARB; NASDAQ: ARBK) is pleased to announce that today the
High Court of Justice, Business and Property Courts of England and
Wales (the "Court") agreed to sanction the Company's restructuring
plan under Part 26A of the Companies Act 2006 (the "Restructuring
Plan").
Accordingly:
●
the last day of trading of the
Company's shares on the Main Market of the London Stock Exchange
will now be 11 December 2025 and delisting will be effective from 7
a.m. on 12 December 2025 (the "Delisting");
●
the Company has established a
matched bargain share dealing facility with JP Jenkins, which will
be operational from 12 December 2025;
●
on or before 12 December 2025,
the Company will issue and allot 2,885,767,520 new ordinary shares
of £0.0001 each ("Shares") to a nominee of JPMorgan Chase
Bank, N.A. (the "Depositary"), against which the Depositary will
issue American Depositary Receipts ("ADRs") evidencing American
Depositary Shares ("ADSs") for allocation among the Company's
bondholders upon the redemption and mandatory exchange of the
Company's 8.75% senior notes due 2026 in accordance with the
Restructuring Plan;
●
on or
before 12 December 2025, the Company will issue and allot
25,250,465,800 new Shares to the Depositary's nominee, against
which the Depositary will issue restricted ADRs evidencing ADSs to
Growler Mining Tuscaloosa, LLC ("Growler"), in consideration of
Growler's contributions as set out in the Restructuring Plan (being
the conversion of its loan facility, the transfer of Growler USCo,
Inc, to Argo and the provision of exit capital) and the release of
Growler's security over the Company and its
subsidiaries;
●
on 12
December 2025, the ratio of Shares to ADSs will change from 10:1 to
2,160:1, so that one ADS will represent 2,160 Shares. Further
information regarding the ratio change and fractional entitlements
is contained in the Company's announcement dated 21 November
2025;
●
the UK
Takeover Code will continue to apply to the Company for a period of
two years after the Delisting, following which the UK Takeover Code
will cease to apply to the Company. Further details are
contained in paragraph 11 of Part II and in Part III of the
Company's circular to shareholders dated 6 November 2025;
and
●
Ralfe
Hickman, a representative of Growler, has been appointed as a
director of the Company with effect from 12 December
2025.
Justin Nolan, chief executive officer of Argo
said "The sanctioning of the
Restructuring Plan results in a recapitalised balance sheet
positioned for growth. The board is grateful to Growler, and in
particular, Stan Pate and his team, for supporting the Company over
the last few months. While the board is saddened to leave the
London market, the Company emerges with a recapitalised balance
sheet, new power infrastructure and mining equipment from Growler
as well as its Nasdaq listing."
Stan Pate, the manager of Growler, said "I'm pleased to announce the
sanctioning of the Restructuring Plan which allows us to provide
additional resources to support robust mining operations and create
a leading energy infrastructure operator with a strong financial
position."
Enquiries
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ARGO
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Email:
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General
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.
About Argo
Argo Blockchain plc is a 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 expected effects of the Restructuring Plan
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 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:
10 December, 2025
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ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Officer
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