Capital B said it has secured €7.6 million ($8.8 million) from cryptographer Adam Back through a private placement that could finance the purchase of 376 Bitcoin, potentially lifting the French company’s holdings to 3,521 BTC.
The transaction gives Capital B immediate capital for its Bitcoin treasury strategy while attaching a much larger, five-year warrant package that could bring in up to €49.4 million more if exercised. The structure would also substantially increase the number of shares outstanding, placing future Bitcoin-per-share performance alongside the company’s headline BTC holdings as a central measure for shareholders.
Capital B said it will issue 13.18 million new shares to Back at €0.58 each, a price representing a 15.4% premium to the company’s Sept. 1 closing price. The placement is expected to close no earlier than Sept. 3, although the company said administrative or technical factors could push completion back by several days.
After fees and transaction expenses, Capital B expects net proceeds of about €7.3 million ($8.5 million). Based on the company’s stated plans, that funding and its operating resources could support the acquisition of 376 additional BTC, bringing its potential treasury from 3,145 BTC to 3,521 BTC.
Warrants could unlock €49.4 million in additional funding
Every newly issued share includes four warrants, giving Back the right to buy additional Capital B shares over the next five years at predetermined prices. In total, the placement includes 52.7 million warrants.
Two of the four warrants attached to each share carry an exercise price of €0.75. A third can be exercised at €0.98, while the fourth has an exercise price of €1.27. If every warrant is exercised, Capital B said it would receive an additional €49.4 million, or about $57 million at the conversion rate used in its announcement.
The warrants create a staged funding mechanism. Capital B receives the initial placement proceeds upon closing, while the larger potential cash injection depends on its share price rising sufficiently above the exercise prices to make conversion attractive to the holder.
Capital B can also accelerate that decision under certain market conditions. The company said it may trigger an accelerated exercise period if its shares trade above 130% of a warrant’s applicable exercise price, measured using a 20-day volume-weighted average price, for 20 consecutive trading days.
A volume-weighted average price, or VWAP, measures a stock’s average trading price while giving greater weight to sessions with heavier trading volume. The provision means a sustained rally, rather than a brief one-day price spike, could prompt warrant holders to decide whether to exercise earlier than planned.
Back’s ownership could approach 28%
Back’s ordinary ownership stake in Capital B is expected to rise to 17.77% after the initial share issuance, from 14.82% before the transaction, according to the company. If all warrants from the placement are exercised, his ordinary stake could reach 27.8%.
That potential ownership increase gives Back a larger role in the company’s equity structure while tying a sizable portion of Capital B’s future financing capacity to the warrant package. For existing shareholders, the arrangement presents a familiar treasury-company trade-off: new equity can fund additional Bitcoin purchases, but later warrant conversion would dilute ownership unless the company’s assets and operations grow fast enough to offset the added shares.
Capital B has framed its strategy around increasing its Bitcoin holdings, but gross BTC growth alone does not determine the outcome for shareholders. The eventual number of shares issued through the warrants, the prices at which the company can raise further capital, and the Bitcoin acquired with that capital will all affect the amount of BTC backing each share.
A second financing involving Back this year
The latest placement follows a €15.2 million fundraising announced in May, which included Back and asset manager TOBAM. Capital B said at the time that the proceeds and its operating cash flow could support the purchase of 182 BTC, taking its holdings to 3,125 BTC.
The new financing therefore extends a pattern of raising equity capital to add Bitcoin to the balance sheet, with Back participating in both rounds. The use of a premium-priced placement may limit the immediate dilution relative to a discounted share sale, although the attached warrants create a far larger potential issuance if the company’s stock performs well enough to meet their exercise thresholds.
Capital B ranked 26th among 198 public companies tracked by Bitcoin Treasuries as of Sept. 2, based on the 3,145 BTC it held before any purchases financed by the new placement. If it acquires the stated 376 BTC, it would move above 3,500 BTC, though its precise position in the ranking would depend on purchases or sales by other listed companies.
Digital credit plans remain separate from the placement
In June, Capital B said it was exploring a digital credit instrument for Europe modeled on products used by Strategy and Strive. The company has not presented the proposed instrument as part of the current Back placement, which is structured as an equity issuance with warrants.
The distinction matters for its financing mix. Equity placements raise capital without creating scheduled debt repayments, but they can increase the share count. Credit instruments could potentially offer another route to Bitcoin financing, though they would introduce different obligations and risks depending on their final terms.
Bitcoin traded near $77,000 on Wednesday after moving between roughly $76,800 and $81,600 during the preceding week, according to the figures provided by Capital B. At that price, the planned 376 BTC purchase would represent roughly $29 million of Bitcoin exposure, substantially more than the placement’s immediate net proceeds alone. Capital B said the acquisition could be supported by both the new proceeds and its ongoing operations, rather than attributing the entire purchase to the €7.6 million transaction.
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