Smarter Web Sells 177.89 BTC, Cancels 7.72M Potential Shares

Smarter Web sold 177.89 BTC to repay an $11,698,540 convertible instrument and cancelled 7,718,551 potential shares. The company’s Bitcoin treasury fell from 2,878 BTC to 2,700.1090873 BTC after the disposal, and Bitcoin per share declined on both legal and management-defined measures.

The company disclosed the repayment on July 23. The 177.89 BTC were sold at an average price of $65,762 about two weeks before the instrument’s scheduled maturity. Proceeds were used to repay a one-year, interest-free convert issued in August 2025 after a £15.8 million subscription. The convert allowed conversion into shares at £2.0475, transfer of Bitcoin after costs, or a fiat payment. Management noted the conversion price had not been met and treated the instrument more like debt in its treasury analytics. The holder, TOBAM, supported early repayment.

On a legal issued-share basis the share count remained 371,965,705, so gross satoshis per legal share fell from 773.73 to 725.90, a decline of 6.18%. Smarter Web’s management-defined fully diluted denominator starts with issued shares, subtracts 47,449,230 unsold subscription shares and adds 35,303,732 in-the-money warrants. That method produced a post-repayment management-defined share count of 359,820,207 and a pre-repayment derived count of 367,538,758 when the convert’s potential shares were included. Using those denominators, gross satoshis per management-defined diluted share fell from 783.06 to 750.41, a decline of about 4.17%.

The sale represented 6.1811% of the company’s pre-transaction Bitcoin treasury. Under the convert’s original terms at least 98% of subscription proceeds were to be deployed into Bitcoin; Smarter Web had deployed 100% and therefore sold the same 177.89 BTC tied to the subscription and repaid cash rather than transfer coins in kind.

Smarter Web reported a Quarterly Gross BTC Yield of -4.35% for the period and attributed the reading largely to the convert repayment. A transaction-only calculation that isolates the coin sale and removal of the potential shares shows a change close to -4.17%. The company separates its treasury KPI window from market price and other return measures.

Market context at the time of the disclosure showed a London Stock Exchange quote near 29.20 pence, implying a legal-share market capitalisation of about £108.6 million. Using the management-defined denominator, the company displayed a fully diluted market capitalisation near £104.1 million. The dashboard also reported a fully diluted enterprise value of £121.71 million and a net asset value of £115.06 million, producing an enterprise value-to-NAV ratio of about 1.06 and an enterprise value-to-gross-Bitcoin ratio near 0.92.

Repayment removed the approaching August 5 convert maturity and the related settlement decision. Smarter Web’s existing $30 million facility with Coinbase remains available without a fixed maturity and is secured against Bitcoin. Interim accounts warn that a material decline in Bitcoin’s price could require additional collateral or a reduction in the drawn balance at short notice.

CEO Andrew Webley wrote on X that the conversion price had not been met and that management requested and executed the early repayment to simplify the company’s capital structure and eliminate the near-term Bitcoin-linked obligation to the convert holder.