Bitcoin treasury investors push back on dilutive financings

Shareholders of public companies that hold Bitcoin are opposing equity and preferred financings that reduce the claim of common shareholders on those coins. Investors are asking companies to disclose how each capital raise changes Bitcoin per fully diluted share.

On June 22, Strategy sold $335.5 million of common stock, kept about $300 million in cash to raise reserves to $1.4 billion, and used the remainder to purchase 520 Bitcoin. Strategy’s CEO highlights a year-to-date “BTC Yield” metric to show how financings affect Bitcoin per share; that metric fell to 11.8% from 13% a month earlier as the diluted share count rose to about 388.6 million.

Investors now examine financing terms rather than headline purchases. They seek clarity on whether a raise increases a common shareholder’s effective stake once new shares, preferred dividends, debt costs and cash retained for obligations are counted. When a stock trades above the value of its coins, issuing equity at a premium and buying Bitcoin can raise coins per share. When that premium fades, new issuance can shift value to new investors and reduce existing common holders’ share of the coins.

Metaplanet holds about 40,177 BTC, roughly $2.4 billion at current prices, while its enterprise value has fallen below that level, producing a market-to-net-asset-value ratio near 0.9x. The stock is down around 47% year-to-date and its quarterly BTC Yield is negative, at -0.40%. Management has halted new common-share issuance and the CEO has indicated the company will consider share buybacks when the market-to-NAV ratio is below 1.0x.

In Europe, Capital B won shareholder approval on June 17 for up to €5 billion in equity increases and €100 billion in credit instruments while holding about 3,139 BTC. Sweden’s BTC AB launched a rights issue of Class A preference shares priced at SEK 120 to raise about SEK 23.4 million; those preference shares carry a 10% annual dividend paid monthly and about 27% of the issue was committed before the June 30 subscription deadline.

The arrival of spot Bitcoin ETFs has given investors direct, low-cost exposure to the asset. Market participants are comparing corporate wrappers with those ETFs and asking for clear reasons to accept layered capital structures, recurring dividend obligations or leverage instead of holding an ETF or the coin directly.

When a treasury company cannot issue equity above net asset value but still owes preferred dividends or debt coupons, options narrow to further dilution, lending the coins to earn yield, or selling assets to meet obligations. Strategy has publicly explored Bitcoin lending as a potential revenue source, which would change the company’s risk profile from a pure holding firm to one engaged in credit activity.

Many public treasury companies now report Bitcoin per fully diluted share as their headline metric. Investors are applying a detailed review of financing terms to determine whether a transaction increases common holders’ effective stake after all capital layers are counted. Companies that have continued to increase Bitcoin per common share through financings have proceeded with capital raises, while others have paused or adjusted plans as markets reprice their stocks.