Crypto

Capital B raises €7.6 million in Adam Back deal to expand Bitcoin treasury



Capital B has raised €7.6 million from strategic investor Adam Back through a new private placement that could fund the purchase of 376 more Bitcoin and take its holdings to 3,521 BTC.

Summary

  • Capital B raised €7.6 million from Adam Back through a private placement of 13.18 million shares with warrants attached.
  • The company said the proceeds and ongoing operations could fund another 376 BTC, potentially taking its holdings to 3,521 BTC.
  • Full exercise of the warrants issued in the transaction could provide Capital B with another €49.4 million in capital.
  • Back’s stake is expected to rise to 17.77% after the new shares are issued, before accounting for potential warrant exercises.

Capital B said on Sept. 2 that Back subscribed to 13,181,030 shares carrying four warrants each at €0.58 per unit, generating gross proceeds of €7.64 million. The subscription price represented a 15.4% premium to the company’s Sept. 1 closing share price.

Net proceeds are expected to reach approximately €7.3 million after fees and transaction expenses. Capital B plans to use the funds primarily to add Bitcoin to its balance sheet as a long-term reserve asset, continuing a strategy focused on increasing BTC held per fully diluted share.

The financing follows another private placement announced days earlier under the same €0.58 subscription terms.

Capital B could add 376 Bitcoin after Adam Back investment

Proceeds from the new placement, combined with Capital B’s ongoing operations, could support the purchase of 376 BTC. Completing the acquisition would increase the company’s potential holdings to 3,521 BTC.

Capital B currently holds 3,145 BTC after buying another five Bitcoin for €280,000 in August. Crypto.news previously reported the five Bitcoin purchase, which took its strategic reserve from 3,140 BTC to 3,145 BTC.

The five coins were acquired at an average price of €55,882 each. Capital B reported an aggregate acquisition cost of €284.2 million for its strategic Bitcoin reserve after the transaction.

The Sept. 2 financing consists of shares with attached subscription warrants, known as ABSA. Each of the 13.18 million shares carries four warrants divided across three tranches.

Two Warrants 2026-06 attached to each share have an exercise price of €0.75. One Warrant 2026-07 can be exercised at €0.98, while one Warrant 2026-08 carries a €1.27 exercise price. All three classes have five-year maturities.

Capital B can open an accelerated exercise period for a tranche if the 20-day volume-weighted average price of its shares exceeds 130% of the corresponding exercise price for 20 consecutive trading days. Unexercised warrants would become void at the end of an accelerated exercise period.

Full warrant exercise could provide another €49.4 million

If Back exercises every warrant issued through the transaction, Capital B would receive another €49.43 million.

The 26.36 million Warrants 2026-06 could generate €19.77 million. Another €12.92 million could come from the 13.18 million Warrants 2026-07, while exercise of the same number of Warrants 2026-08 would provide €16.74 million.

Those proceeds remain conditional on future warrant exercises and are separate from the €7.6 million secured through the share placement.

The structure follows Capital B’s €21 million private placement announced on Aug. 28. That financing involved 36.2 million shares carrying four warrants each and was subscribed by institutional investors including Back and French asset manager TOBAM.

Investors paid the same €0.58 per unit, while net proceeds were estimated at €19.9 million. Capital B said the financing and its operating resources could fund 270 BTC, potentially increasing its holdings from 3,145 BTC to 3,415 BTC.

Full exercise of the 144.88 million warrants attached to that placement could generate another €135.8 million. The potential proceeds were separate from the confirmed €21 million financing and depended on investors exercising the warrants.

Capital B used a similar funding structure in May when it completed a €15.2 million private placement involving Back, TOBAM and other institutional investors. The company issued more than 23 million shares with four warrants attached to each at €0.66 per unit.

Capital B later deployed part of the capital raised during that period into a 192 BTC acquisition worth €13 million. The purchase increased its holdings to 3,135 BTC at the time.

Adam Back’s Capital B stake is set to rise

Back already held 54.3 million Capital B shares before the latest transaction, representing 14.82% of ordinary share capital and 12.31% on a diluted basis.

Once the new shares are issued, his position will increase to approximately 67.49 million shares. His ordinary ownership will rise to 17.77%, while his diluted stake will reach 14.76%.

Full exercise of the warrants from the Sept. 2 placement would increase Back’s position to 120.21 million shares, equivalent to 27.80% of Capital B on an ordinary basis and 23.36% on a diluted basis.

Blockstream Capital Partners would hold 18.91% after the initial share issuance, while public and institutional investors would account for 53.43%. Executives would hold 5.59%, followed by TOBAM at 3.18% and UTXO Management at 1.12%.

Capital B shareholders approved substantial financing authority in June, including up to €5 billion in capital increases and €100 billion in credit instruments. The resolutions received more than 95% support from votes cast and formed part of the company’s financing framework for its Bitcoin treasury strategy.

Capital B reverse stock split takes effect Sept. 8

Closing of Back’s latest private placement is expected from Sept. 3, although Capital B said technical requirements could delay completion by several days. The shares issued through the transaction will carry the same rights as its existing ordinary shares.

The new shares will be admitted to trading on Euronext Growth Paris after closing. Warrants attached to the shares will not be separately listed, while ordinary shares created through future warrant exercises will be admitted to trading as they are issued.

Capital B is separately preparing a 10-for-1 reverse stock split scheduled for Sept. 8. Ten existing shares will be consolidated into one new share when the process takes effect.

Following the consolidation, 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.



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