Stack BTC (STAK) has announced a $16 million acquisition of Direct Bullion, a U.K. gold dealer, to fund bitcoin purchases. According to reports from TradingView News, the non-binding deal includes £3 million in cash at completion, approximately £4 million in new ordinary shares at 6 pence each, and up to £5 million in deferred earn-outs. The acquisition would be funded through cash flow from precious metals sales, marking Stack's first purchase under its strategy of acquiring profitable businesses to finance bitcoin purchases. The transaction qualifies as a reverse takeover under AQSE rules and constitutes a related party transaction due to Stack director Paul Withers' control of Direct Bullion's vendor. The earn-outs are structured with £1 million payable in cash following the 2027 financial year if EBITDA reaches at least £2.5 million, before the cost of bitcoin purchases, with an additional £4 million payable across years three through five, with roughly £1.33 million paid for each year in which the £2.5 million EBITDA threshold is achieved.
Direct Bullion generated £52.1 million in revenue and £2.15 million in profit after tax in the year ended January 31, 2026, as reported by TradingView News. The company demonstrated exceptional growth with revenue rising from £13.4 million in 2024 to £29.1 million in 2025 and £52.1 million in 2026, representing 288% growth over the three-year period. Operating profit reached £3.08 million in 2026, while operating profit before non-recurring royalty fees was £3.86 million. Gross profit was £5.09 million with a gross margin of approximately 9.8%. The company's secured bank loan of £1.5 million remains with approximately £1 million remaining and matures on April 17, 2029. This steady cash flow from Direct Bullion's operations will accelerate Stack BTC's bitcoin accumulation strategy.
Nigel Farage acquired approximately 6.3% of Stack through a March fundraising, investing ₹1.8 crore through his company, Thorn In The Side. According to CoinDesk, the investment was announced on March 9, with the Reform UK leader investing 215,000 pounds for the stake. The proposed acquisition is a related-party transaction due to Stack director Paul Withers' control of Direct Bullion's seller, and constitutes a reverse takeover subject to due diligence and definitive agreements.
After completion, Stack BTC plans to use Direct Bullion's operating cash flow to support its bitcoin treasury strategy and pursue further growth in precious metals. The company expects to consider bolt-on acquisitions and other adjacent revenue opportunities as part of a broader platform strategy. The transaction remains subject to due diligence, final documentation, AQSE approval, corporate approvals, an MTF Admission Prospectus and Stack BTC's re-admission to the AQSE Growth Market's Access Segment. A Rule 9 waiver is expected to be required under the Takeover Code and would be conditional on approval by independent shareholders, with the relevant concert party abstaining. Stack BTC said completion is not guaranteed.
