Capital B has successfully completed its €21 million private placement involving global institutional investors, including early Bitcoin developer Adam Back and asset management company TOBAM. The Euronext Growth Paris-listed company issued approximately 36.22 million shares with four subscription warrants each, priced at €0.58 per unit. The pricing reflects a 6.45% discount to the previous close but embeds a premium when warrant value is included. Investors subscribed at this price, producing gross proceeds of €21,007,060.60. The company expects approximately €19.9 million in net proceeds after placement fees and transaction expenses, with the financing primarily intended for additional Bitcoin purchases and balance-sheet support. This capital increase is part of Capital B's strategy to increase the number of bitcoins per share over time.
The proceeds from this private placement enable Capital B to acquire approximately 270 additional Bitcoins, which would increase the company's holdings from 3,145 BTC to approximately 3,415 BTC. The purchase has been completed, with the transaction designed to reinforce Capital B's Bitcoin Treasury Company strategy by using most of the proceeds to acquire additional bitcoin as a long-term reserve asset. This represents a continuation of Capital B's equity-funded Bitcoin strategy, following a similar €15.2 million institutional placement in May that was partially deployed into a €13 million Bitcoin purchase adding 192 BTC. The fundraising is specifically designed to strengthen the company's Bitcoin Treasury Company strategy, with the transaction designed to reinforce Capital B's balance sheet and accelerate its Bitcoin Treasury Company strategy by using most of the proceeds to acquire additional bitcoin as a long-term reserve asset.
Each unit consists of one ordinary share and four warrants with five-year maturities. The warrants have exercise prices of €0.75, €0.98, and €1.27 respectively, with Warrant 2026-06 carrying the lowest price. Capital B could receive an additional €135.8 million if investors exercise all 144,876,280 warrants, though this amount remains conditional on investor decisions and future share prices. The company can initiate an accelerated exercise period when its 20-day volume-weighted average price exceeds 130% of the relevant warrant's exercise price. After the reverse stock split, each warrant will represent one-tenth of a share, with effective exercise prices becoming €7.50, €9.80, and €12.70 across the three tranches.
Capital B plans to complete a reverse stock split on September 8, exchanging ten existing shares for one new share. After the split, each warrant will represent one-tenth of a share, with effective exercise prices becoming €7.50, €9.80, and €12.70 across the three tranches. The reverse split does not change the company's underlying market value but will affect warrant ratios and dilution for existing shareholders. A shareholder owning 1% before the private placement would hold approximately 0.90% after initial issuance if they didn't participate, potentially declining to 0.65% if all new warrants are exercised. 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.
Adam Back's ordinary ownership is expected to increase from 12% to 14.82% after closing, while TOBAM's stake would rise from 2.87% to 3.29%. Blockstream Capital Partners' holding would decline proportionally from 21.74% to 19.59%. The financing includes strategic investors such as Adam Back and TOBAM, with Adam Back's direct shareholding rising from 39.65 million shares to 54.30 million shares and TOBAM's holdings increasing from about 9.49 million to 12.08 million shares. Maxim Group LLC acted as the sole placement agent on a best-efforts basis, with the securities offered to selected U.S. qualified institutional buyers and accredited investors under registration exemptions. Capital B SA, listed on Euronext Growth Paris under tickers ALCPB and CPTLF, positions itself as Europe's first Bitcoin Treasury Company, holding subsidiaries focused on consulting and development in data intelligence, artificial intelligence and decentralized technologies, alongside corporate treasury services, with a strategy centered on accumulating bitcoin as a long-term reserve asset.
