Capital B announced a €21 million private placement on Aug. 28 involving institutional investors, including Blockstream co-founder Adam Back and Paris-based asset manager TOBAM, to fund its Bitcoin treasury strategy.
Summary
- Capital B raised €21 million through 36.2 million shares carrying four subscription warrants each privately.
- Net proceeds are estimated at €19.9 million primarily for additional Bitcoin purchases and balance-sheet support.
- Capital B says proceeds and operations could fund 270 Bitcoin, lifting holdings toward 3,415 BTC.
- Full warrant exercise could generate €135.8 million but remains conditional on investor decisions and prices.
- Closing is expected from August 31 before a one-for-ten reverse stock split September 8, 2026.
The Euronext Growth Paris-listed company will issue 36,219,070 shares with four subscription warrants attached to each share. Investors subscribed at €0.58 per unit, producing gross proceeds of €21,007,060.60.
Capital B expects approximately €19.9 million in net proceeds after placement fees and other transaction expenses. The company said the financing, combined with operating resources, “could enable” it to acquire another 270 Bitcoin.
The purchase has not occurred. If completed in full, it would increase Capital B’s holdings from 3,145 BTC to approximately 3,415 BTC.
Capital B offers shares at a 6.45% discount
The €0.58 subscription price matches Capital B’s average volume-weighted share price across the five trading days before pricing. It represents a 6.45% discount to the Aug. 27 closing price, according to the company’s release.
Each unit consists of one ordinary share and four warrants. Two Warrants 2026-06 carry a €0.75 exercise price, while one Warrant 2026-07 can be exercised at €0.98. The final Warrant 2026-08 has a €1.27 exercise price.
All three warrant classes have five-year maturities. They are not scheduled for admission to public trading, although ordinary shares issued through their exercise would be listed alongside Capital B’s existing shares.
Maxim Group acted as the sole placement agent on a best-efforts basis. It did not underwrite the placement’s settlement or delivery.
Warrant proceeds remain conditional
Capital B could receive another €135.8 million if investors exercise all 144,876,280 warrants. That amount is not part of the confirmed €21 million raise and may never be collected.
Exercise depends partly on Capital B’s future share price and each investor’s decision. The company can also initiate an accelerated exercise period when its 20-day volume-weighted average price exceeds 130% of the relevant warrant’s exercise price.
An accelerated period would remain open for 20 trading days. Warrants left unused when that period ends would expire, according to the placement terms.
Full exercise would create another 144.9 million shares before the reverse-split adjustment. Existing investors would therefore face additional dilution if the share price makes warrant exercise economical.
Reverse split changes warrant ratios in September
Capital B plans to complete a reverse stock split on Sept. 8, exchanging ten existing shares for one new share. The corporate action does not change the company’s underlying market value by itself.
After the split, each warrant will represent one-tenth of a share. The effective exercise prices for one post-split share will become €7.50, €9.80 and €12.70 across the three tranches.
A shareholder owning 1% before the private placement would hold approximately 0.90% after the initial issuance if that investor did not participate. Capital B estimates the position would decline to 0.65% if every new warrant were exercised.
Adam Back’s ordinary ownership is expected to increase from 12% to 14.82% after closing. TOBAM’s stake would rise from 2.87% to 3.29%, while Blockstream Capital Partners’ holding would decline proportionally from 21.74% to 19.59%.
Capital B continues equity-funded Bitcoin purchases
Capital B held 3,145 BTC as of Aug. 17 after acquiring five Bitcoin for €280,000. Euronext’s company records confirm the holding and the latest placement announcement.
The company completed a similar €15.2 million institutional placement in May. As crypto.news reported, Capital B deployed part of those proceeds into a €13 million Bitcoin purchase, adding 192 BTC.
Shareholders also approved broad financing authority in June. In related coverage, Capital B secured expanded debt capacity for its treasury strategy, giving management additional options beyond common-stock issuance.
The current placement is expected to close on Aug. 31 at the earliest, although Capital B said technical requirements could cause a short delay. Any Bitcoin purchases would follow closing and require a separate company confirmation.
The securities were offered to selected U.S. qualified institutional buyers and accredited investors under registration exemptions. The transaction does not constitute a public offering in the U.S., and the securities have not been registered with the Securities and Exchange Commission.
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