Bitcoin treasury company Capital B plans to raise €21.01 million through a private share placement and use the proceeds, together with operating funds, to purchase up to 270 additional Bitcoin.
The proposed transaction would leave Capital B’s reported Bitcoin backing per diluted share virtually unchanged immediately after completion. However, the warrants attached to the new shares could create substantial additional dilution if exercised.
Capital B plans €21 million Bitcoin financing
Capital B announced a private placement of 36,219,070 shares with attached warrants at €0.58 per unit. The financing is expected to generate €21.01 million in gross proceeds, or approximately €19.9 million after fees.
Closing was expected no earlier than Aug. 31. At the time of the announcement, neither the new shares nor the planned Bitcoin purchase had been completed.
Capital B said the financing proceeds and operating funds could increase its Bitcoin treasury from 3,145 $BTC, confirmed on Aug. 17, to a potential 3,415 $BTC.
Immediate Bitcoin-per-share impact is nearly flat
Based on the diluted shareholder figures in Capital B’s Aug. 28 release, the company held approximately 7.4725 $BTC per million shares before the placement. If Capital B reaches 3,415 $BTC and has 457,096,891 diluted shares after the placement, the resulting figure would be approximately 7.4711 $BTC per million shares.
That represents a decrease of roughly 0.02%, making the immediate effect of the transaction essentially flat relative to Capital B’s stated objective of increasing Bitcoin per diluted share over time.
Infographic outlines Capital B’s Bitcoin holdings, diluted share counts, and $BTC per million shares across three dilution scenarios and financing estimates.
Warrants could increase dilution
Before the reverse-split adjustment, each new share carries two warrants exercisable at €0.75, €0.98 and €1.27. If all the warrants were exercised, Capital B would issue 144,876,280 additional shares and receive a further €135.82 million.
If every new warrant were exercised and no additional Bitcoin were attributed to the resulting proceeds, the potential 3,415 $BTC treasury would be spread across 601,973,171 displayed diluted shares. That would equal approximately 5.6730 $BTC per million shares, or 24.1% below the pre-placement ratio.
The warrants have five-year terms and depend on investors choosing to exercise them. The related shares and cash therefore have not yet been received.
An investor holding 1% of Capital B before the placement would see that stake fall to 0.9% on the ordinary post-placement basis and to 0.72% on the company’s diluted basis without participating in the financing. Full exercise of the new warrants would reduce those figures to 0.65% and 0.55%, respectively.
Capital B also says its displayed diluted calculation excludes older BSA families, specified warrants attached to convertible bonds and unissued capacity under a €300 million TOBAM program. Those items are not included in the 24.1% dilution scenario.
Broader financing capacity
In June, Capital B shareholders authorized significantly broader financing capacity, including up to €5 billion in capital increases and €100 billion in credit instruments.
The Aug. 28 placement provides a priced example of the company’s financing strategy. The proposed Bitcoin purchase would broadly match the immediate expansion in shares, while the attached warrants will determine whether Capital B’s longer-term Bitcoin-per-share ratio improves or declines.