[UPDATE 24 February 2026] Why did (and still do) the Albion VCT directors lie to all the Members about the value of Elliptic Enterprises Ltd - will we get answers at the CRWN AGM?

UPDATE 24 FEBRUARY 2026

Following the publication of  ELLIPTIC's accounts at the last possible minute, I wrote asking for a copy of the Register of Members including the warrants issued some time in 2023.

Despite repeated requests I never got a reply which is a strict liability offence (s118.1 Companies Act 2006 with a fine of <£1,000 and a further 10% per day after the 5th day of default), and then to cap it all ELLIPTIC reported that only minutes after the Auditors had signed the accounts, the Directors had  issued more than 15% of the entire issued share capital for a total of £1.59 (yes you did read that correctly) on the excersise of warrants valued at only £152,191 in the accounts for a company previously valued at nearly £200,000,000 by Albion and Octopus (Octopus' lesser 14% holdingis apparently worth £30,000,000). Dodgy/false accounting or what!

What was going on? Is it all the fault of the Directors of the Albion and Octopus VCTs and the fraudster and liar Richard Seewald (funded by the British Business Bank plc) who are all Directors and how could their valuations possible stack up?

So I wrote to the Secretary of State and copied ELLIPTIC. Lo and behold a copy of the purported Register of members was sent to me at 22.04hrs late that evening! Well at least it stopped the daiiy fines running on.

If you were to read my letter of request you would see the undertakings I gave, and so the following and now further detailed and more accurate information is derived solely from publicly filed documents at Companies House and the VCTs, ELLIPTIC and HSBC's own publicity materials without the need for any reference to the Register of Members.

The conclusion first: Whatever the merits of ELLIPTIC as a business, the accounting disclosures, valuations and compliance are a shambles. A bit like so many in the Crypto industry in which it works as an information source.

Who owns what:        ALBION VCTs    OCTOPUS TITAN VCT

Shares:

    ORDINARY                                                591,484

    SERIES A                                                    244,295

    SERIES B                332,476                      298,453               

    SERIES C                181,152                      178,841

                                    513,628                     1,313,073

Convertible Loans    

8% US$ (due 2028)    £907,000                    £868,020        25% of entire $8m amount issued in 2023.

                      Conversion terms remain unstated

VALUATIONS:

30.09.2025                £10,134,000               £30,800,000

Deducting Convertible loans at Cost leaves per share value as:

                                    £17.96                     £22.80       

OCTOPUS says 27% greater per share than ALBION.

ELLIPTIC says true adjusted Market value of >15% is £152k (99% less!) Why?

ELLIPTIC says true value of convertibles is a 40% premium to amount raised but that still leaves OCTOPUS in particular floundering in Ringo Starr's fantasy garden at the bottom of the sea

Now let's turn to the role of HSBC and its September 2025 statement that "we've made a strategic investment in ELLIPTIC"  

Really? Did HSBC buy any shares? Companies House records seem to say NO. Mind you the same records shows no-one else has for more than 4 years since the Series C.... just more and more expensive loans. Unless of course the £1.59 for a more than 15% interest was for HSBC.

HSBC seems to have merely lent money as a new secured convertible loan on unknown terms that ranks ahead of every other lender and shareholder interest by virtue of the debenture issued in 2023 (do read the terms). 

At the same time, they also appointed Rich May ("Group Head of Financial Crime ..." apposite title if you ask me) to the Board of ELLIPTIC. They have still failed to notify Companies House - just like HSBC's own Colin Bell at Quantexa and look where he ended up - removed as CEO of HSBC Bank plc. What fate awaits Rich?

NB HSBC already loaned $6m @ 10.45% in 23/24.

So what is ELLIPTIC worth to each VCT shareholder? Consistent values - don't be silly ... "we need fees, fees and more fees Oh, and only cash payments please".

Look at ELLIPTIC's Cash burn rate, allow for the massive growth in creditors and deferred income and interest now running at some £2.5m per annum from Nil 3 years ago. 

This is proof positive that Authorised Fund Managers are all rip-off merchants when it comes to Unquoted investments that they alone value. None should ever take any fees except from cash realisations and an upfront management fee payable on shareholder original cash invested - seem familiar? It is what they do with EIS.

Arguments about we need 2% per annum to manage each investment is hogwash.

As for taking 25% of the interest paid on the convertible loans - that is obscene.

(Original numbers below are incorrect as acknowledged) The new position is even worse. 

end of UPDATE

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With thanks to all the publicity about the awful Octopus situation, the size of the iceberg is now clearly visible.

Concrete proof that VCT Directors just manipulate Net Asset Values to suit their own ends.

Albion Capital Group and the directors of the VCTs are guilty of outright fraud, false accounting and balance sheet manipulation before, at and after the time of the mergers by using valuations they knew (should have known and/or shall be deemed to have known) to be inconsistent with the bases that the VCT accounts state when compared to the "dog" of all VCTs - Octopus Titan VCT - that has every reason to "puff" the values and uses exactly the same bases of valuations. This amounts to fraud on the pre-merger and pre-prospectus shareholders whose interest were improperly diluted.... all for the benefit of the members of Albion Capital Group llp and the Directors ongoing fees.

The Chairman of AAEV's words ring very hollow indeed about their rigorous scrutiny of Will Fraser-Allen and Patrick Reeve's dodgy valuations. (minute 29 of the recording https://www.youtube.com/watch?v=UAYwlbjuOYY)

Any involved halfwit could have spotted this including the dreadful Ed Lascelles of Albion who is on the board of both Elliptic and Quantexa along with the archcrook and congenital liar Richard Seewald who is still submitting false filings to the SEC with the active connivance of British Business Bank plc and the FCA  (https://reports.adviserinfo.sec.gov/reports/ADV/319748/PDF/319748.pdf para M pages 2 and 6)  

Here are the facts: price per share of Elliptic Enterprises Ltd using valuations in VCT accounts

£ per share                      Octopus        Albion

June 2025                           21.70          24.80             } ERRORS APLENTY

March 2025                                            25.00            } I HAD NOT RECOGNISED 

Dec 2024                            18.50         13.63               } THE CONVERTIBLE LOAN

June 2024                           15.90        12.99                } AMOUNTS.

Dec 2023                            13.40         12.92                } APPOLOGIES TO ALL

June 2023                           11.07        11.45                } SEE CORRECTED AMOUNTS

NB. HSBC have just announced they are investing in Elliptic so it should only be about Albion's false accounting and not an investment write-off. Mind you HSBC are upto their necks in the Quantexa false accounts and fraud (see related blogs)