H100 Group has completed an all-share acquisition of Norwegian Bitcoin companies Moonshot and Never Say Die, adding 2,455 BTC to its balance sheet and lifting its total holdings to 3,506 BTC. The Sweden-listed health-tech company issued 790.5 million new shares to fund the transaction, leaving no cash consideration paid while diluting existing shareholders by roughly 70%.
The acquisition gives H100 the second-largest corporate Bitcoin treasury in Europe by reported holdings, behind Germany’s Bitcoin Group SE, which holds 3,605 BTC. H100 said its 3,506 BTC were worth about $228 million following the deal, based on the Bitcoin price used in its announcement.
The company confirmed the closing in a release dated Aug. 10, following a March letter of intent covering the acquisition of the privately held Norwegian firms and their Bitcoin reserves.
Shares replaced cash in the Bitcoin acquisition
H100 valued the consideration at approximately 1.47 billion Swedish kronor, or about $155 million, by issuing shares at 1.86 kronor each. The company said the transaction used a “Bitcoin-for-Bitcoin” structure, under which the number of shares delivered to each seller reflected that seller’s proportionate contribution to the combined Bitcoin holdings of H100 and the acquired companies.
The structure focused solely on Bitcoin. H100 said other assets and liabilities held by Moonshot and Never Say Die were excluded from the calculation used to determine the share consideration.
That approach effectively tied ownership in the enlarged H100 group to the Bitcoin contributed by each side. Before the acquisition, H100 held about 1,051 BTC, based on the company’s post-deal total of 3,506 BTC and the 2,455 BTC contributed by the Norwegian companies.
The transaction valued the acquired Bitcoin at about $62,900 per coin, based on the stated deal value and the number of BTC acquired. H100 framed the arrangement as a way to add a substantial Bitcoin reserve without using cash that could otherwise remain available for operations and corporate expenses.
Issuing stock instead of purchasing Bitcoin on the open market also meant H100 did not need to execute a large series of public-market purchases. The company acquired control of the Bitcoin through the corporate transaction, rather than by placing buy orders for 2,455 BTC across trading venues.
Dilution becomes the central trade-off for shareholders
The acquisition substantially changes H100’s capital structure. The 790.5 million new shares represented about 70% dilution for shareholders who owned the company before the transaction, according to H100.
That dilution is the price H100 paid for expanding its Bitcoin holdings more than threefold. The company’s BTC reserve rose from roughly 1,051 BTC to 3,506 BTC, while the sellers of Moonshot and Never Say Die received a large ownership position in the combined company.
For existing shareholders, the deal shifts the company’s profile further toward a Bitcoin treasury strategy. The value of each share will be influenced not only by H100’s health-tech operations, but also by the size and market value of a Bitcoin reserve now measured in the hundreds of millions of dollars.
H100 chairman Andersen said the transaction could reduce the blended average acquisition cost of the company’s overall Bitcoin portfolio to below $100,000 per BTC once the process is finalized. The company did not provide a detailed portfolio cost-basis calculation in the supplied announcement.
Lockup agreement limits immediate share sales
Hansen, identified by H100 as the principal seller, agreed to a 12-month lockup on the shares received in the transaction. The restriction prevents Hansen from selling that portion of the newly issued H100 stock during the first year after closing.
A lockup does not remove the dilution created by the new issuance, but it reduces the prospect of an immediate large sale by the transaction’s leading seller. The remaining shares issued in the deal, and the precise terms applicable to other recipients, were not detailed in the supplied information.
The share price used for the transaction, 1.86 Swedish kronor, sets a reference point for the acquisition rather than a guarantee of future market value. H100’s shares can trade above or below that level as the market assesses the company’s enlarged Bitcoin reserve, operating business, financing needs and future corporate actions.
A European treasury ranking built through acquisition
With 3,506 BTC, H100 now sits just 99 BTC behind Bitcoin Group SE’s reported 3,605 BTC holding. The narrow gap places H100 among Europe’s largest listed corporate holders of Bitcoin, though the ranking can change as companies buy, sell or transfer reserves.
The acquisition also illustrates a route available to public companies seeking Bitcoin exposure without relying exclusively on cash-funded purchases or debt issuance. A listed company can use its shares to acquire a private company whose principal value lies in its Bitcoin holdings, exchanging a stake in the public entity for direct ownership of the reserve.
Whether other companies adopt similar structures will depend on their share valuations, the willingness of Bitcoin holders to accept public equity, and the degree of dilution that existing shareholders are prepared to absorb. In H100’s case, the transaction delivered 2,455 BTC in one step, while giving the Norwegian sellers a major equity position in the expanded company.
Want to understand Bitcoin’s role in corporate treasuries? Start with this overview before exploring H100’s strategy.
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