Capital B has raised €7.6m from strategic investor Adam Back in a new private placement that could finance the purchase of a further 376 Bitcoin and lift the company’s holdings to 3,521 BTC.
The company said on 2 September that Back had subscribed for 13,181,030 shares, each carrying four warrants, at €0.58 per unit. The transaction will generate gross proceeds of €7.64m, with the subscription price representing a 15.4% premium to Capital B’s closing share price on 1 September.
After fees and transaction costs, net proceeds are expected to be about €7.3m. Capital B intends to use most of the money to add Bitcoin to its balance sheet as a long-term reserve asset, continuing a strategy aimed at increasing the amount of BTC held for each fully diluted share.
The fundraising follows another private placement announced several days earlier, which used the same €0.58 subscription price.
Capital B said the proceeds from the latest transaction, combined with its existing operating resources, could fund the acquisition of 376 BTC. If completed, that purchase would take its potential Bitcoin holdings to 3,521 BTC.
The company currently holds 3,145 BTC. It bought five more Bitcoin in August for €280,000, increasing its strategic reserve from 3,140 BTC. The coins were acquired at an average price of €55,882 each, taking the aggregate cost of Capital B’s Bitcoin reserve to €284.2m.
Warrants could provide further funding
The 2 September financing comprises shares with attached subscription warrants, known as ABSA. Each of the 13.18 million shares includes four warrants split across three separate tranches.
Two Warrants 2026-06 attached to each share have an exercise price of €0.75. Each share also carries one Warrant 2026-07 exercisable at €0.98 and one Warrant 2026-08 with an exercise price of €1.27. All three warrant classes have five-year maturities.
Capital B may trigger an accelerated exercise period for a tranche if its shares record a 20-day volume-weighted average price above 130% of the relevant exercise price for 20 consecutive trading days. Any warrants not exercised by the end of such an accelerated period would become void.
If Back exercises all the warrants issued through this transaction, Capital B would receive a further €49.43m. The 26.36 million Warrants 2026-06 could raise €19.77m, while the 13.18 million Warrants 2026-07 could generate €12.92m. Exercising the same number of Warrants 2026-08 would provide €16.74m.
Those sums depend on future warrant exercises and are separate from the €7.6m raised through the share placement.
The latest deal follows Capital B’s €21m private placement announced on 28 August. That transaction involved 36.2 million shares, each carrying four warrants, and was subscribed by institutional investors including Back and French asset manager TOBAM.
Investors again paid €0.58 per unit, with net proceeds estimated at €19.9m. Capital B said that financing, together with its operating resources, could support the purchase of 270 BTC and potentially increase its holdings from 3,145 BTC to 3,415 BTC.
Full exercise of the 144.88 million warrants attached to that earlier placement could generate an additional €135.8m. Those potential proceeds were separate from the confirmed €21m raised and remain dependent on investors exercising the warrants.
Capital B used a similar funding structure in May, when it completed a €15.2m private placement involving Back, TOBAM and other institutional investors. More than 23 million shares were issued, with four warrants attached to each share at €0.66 per unit.
The company subsequently used part of that capital to buy 192 BTC for €13m. The purchase increased its holdings to 3,135 BTC at the time.
Back’s stake set to rise
Back already held 54.3 million Capital B shares before the latest transaction. That represented 14.82% of the company’s ordinary share capital and 12.31% on a diluted basis.
Following the issue of the new shares, his holding is expected to rise to about 67.49 million shares. His ordinary ownership will increase to 17.77%, with his diluted stake reaching 14.76%.
If all warrants from the 2 September placement are exercised, Back’s position would rise to 120.21 million shares. That would represent 27.80% of Capital B on an ordinary basis and 23.36% on a diluted basis.
After the initial share issue, Blockstream Capital Partners would hold 18.91%. Public and institutional investors would account for 53.43%, while executives would hold 5.59%. TOBAM would hold 3.18% and UTXO Management 1.12%.
Capital B shareholders approved significant fundraising powers in June, including authority for up to €5bn in capital increases and €100bn in credit instruments. More than 95% of votes cast supported the resolutions, which form part of the company’s financing framework for its Bitcoin treasury strategy.
Closing of Back’s latest private placement is expected from 3 September, although Capital B said technical requirements could delay completion by several days. The new shares will carry the same rights as its existing ordinary shares and are expected to be admitted to trading on Euronext Growth Paris after completion.
The warrants attached to the shares will not be listed separately. Ordinary shares created through future warrant exercises will be admitted to trading as they are issued.
Capital B is also preparing a 10-for-1 reverse stock split scheduled for 8 September. Under the consolidation, 10 existing shares will become one new share.
After that process, each warrant from the latest placement will entitle its holder to one-tenth of a new Capital B share. The adjusted exercise prices will be €7.50 for Warrants 2026-06, €9.80 for Warrants 2026-07 and €12.70 for Warrants 2026-08.
