Capital B €21M placement could cut BTC per share by 24%

On Aug. 28 Capital B announced a private placement of 36,219,070 shares with attached warrants at €0.58 per unit, expected to raise €21.01 million in gross proceeds and roughly €19.9 million after fees. Closing was expected on Aug. 31 at the earliest; neither the share issuance nor the planned Bitcoin purchase was complete when the deal was disclosed.

The company stated the proceeds, together with operating funds, would be used to acquire about 270 Bitcoin. That purchase would raise the company’s confirmed treasury from 3,145 BTC, confirmed on Aug. 17, to a potential 3,415 BTC.

On the company’s displayed diluted basis, the immediate placement has almost no effect on Bitcoin per share. Capital B reported about 7.4725 BTC per million shares before the placement. Combining the proposed 3,415 BTC with the post-placement diluted share count of 457,096,891 produces about 7.4711 BTC per million shares, a decline of roughly 0.02%.

The offering includes warrants exercisable at €0.75, €0.98 and €1.27 with five-year terms. Full exercise of those warrants would create 144,876,280 additional shares and bring in approximately €135.82 million. If all new warrants were exercised and no additional Bitcoin were bought with those proceeds, the potential 3,415 BTC would be spread across 601,973,171 displayed diluted shares, equal to about 5.6730 BTC per million shares, or 24.1% below the pre-placement ratio.

Capital B provided an example of shareholder impact. A holder with 1% 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 if they did not participate in the placement. Full exercise of the new warrants would reduce those figures to roughly 0.65% and 0.55%, respectively.

The displayed diluted calculation excludes other potential dilutive instruments, including older BSA families, specified warrants attached to convertible bonds and unissued capacity under a €300 million TOBAM program. In June shareholders authorized broader financing capacity that includes up to €5 billion of capital increases and €100 billion of credit instruments.

The Aug. 28 placement provides a priced example in which the proposed Bitcoin purchase matches the immediate expansion of shares. Future exercise of the warrants and any additional financing would change the company’s Bitcoin-per-share ratio.