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Registered number: 12449785
SUPERFLUID FINANCE LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 28 FEBRUARY 2025
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SUPERFLUID FINANCE LIMITED
REGISTERED NUMBER: 12449785
BALANCE SHEET
AS AT 28 FEBRUARY 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Share based payments reserve
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SUPERFLUID FINANCE LIMITED
REGISTERED NUMBER: 12449785
BALANCE SHEET (CONTINUED)
AS AT 28 FEBRUARY 2025
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 12 December 2025.
The notes on pages 3 to 12 form part of these financial statements.
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
Superfluid Finance Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 12449785. The company's registered address is 71-75 Shelton Street, London, England, WC2H 9JQ
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.Accounting policies (continued)
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Intangible fixed assets held by the company include Digital Assets which comprise cryptocurrencies which the company holds for operational use.
Digital assets are initially recognised at cost, which includes the purchase price and any directly attributable costs of acquisition.
Subsequent to initial recognition, digital assets are measured at cost less accumulated amortisation and impairment losses. As digital assets are considered to have indefinite useful lives, they are not amortised, but are assessed at each reporting date for indicators of impairment. An impairment loss is recognised whenever the carrying amount exceeds the asset’s recoverable amount. Impairment losses are recognised in profit or loss and are not reversed in subsequent periods.
Gains or losses on disposal of digital assets are recognised in profit or loss at the date of derecognition, being the difference between net disposal proceeds and the carrying amount of the asset.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including the directors, during the year was as follows:
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Average number of employees
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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Charge for the year on owned assets
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Amounts owed by group undertakings
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Corporation tax provision
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Amounts owed by group undertakings represents the current account between the company and the Superfluid Foundation, a Cayman Islands registered foundation
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Other creditors consist of a series of convertible loan notes that were issued to the company in prior periods. Included within other creditors is accrued interest on the convertible loan notes of £549,910 (2024: £269,297)
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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Allotted, called up and fully paid
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3,817,799 (2024 - 3,800,000) Ordinary shares of £0.00001 each
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1,269,090 (2024 - 800,000) Seed shares of £0.00001 each
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On 14th February 2025, the company alotted and issued 469,090 Seed shares at a par value of £0.00001 per share. Consideration recevied in respect of this issuance amounted to £8.80.
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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The company operates an equity-settled share option scheme for employees and contractors. The company has reserved a sufficient number of ordinary shares to permit the exercise of options in accordance with the terms of the scheme.
During the year ended 28th February 2025, the Company granted 215,882 (2024: 100,000) options to employees and contractors, as per the table below.
In connection with the vesting of equity-settled share options, the company has recognised an expense of £73,155.59 (2024: £212,065).
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Weighted average exercise price (pence)
2025
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Weighted average exercise price
(pence)
2024
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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The fair value per share has been determined as an average of £7.06, in accordance with the valuation as of the last equity round.
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SUPERFLUID FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2025
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The company introduced a new accounting system in the year for digital assets and cryptocurrenices, as a result, certain balances were restated to ensure consistency with on-chain data. Cryptocurrencies were included as cash equivalents in the prior financial statements but have been reclassified to intangible assets held at cost less impairment. This is to reflect the assets' non-monetary nature and the fact they cannot be redeemed for a specific amount of cash, nor are legal tender.
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Impact on profit and loss
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Profit and loss per prior year financial statements
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Total assets per prior year financial statements
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Impact on total liabilities
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Total liabilities per prior year financial statements
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Restated total liabilites
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The controlling party by virtue of shareholding is Mr F Renzi and OU MZC Holdings.
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