Capital B Raises €21M to Buy ~270 BTC, Issues Warrants That Could Dilute Shareholders

Capital B has secured €21.0 million in a targeted institutional placement to accelerate its Bitcoin Treasury Company strategy, tapping heavyweight backers that include Blockstream co-founder Adam Back and Paris-based asset manager TOBAM. Key deal terms - The Euronext Growth Paris–listed firm issued 36,219,070 units at €0.58 each, generating gross proceeds of €21,007,060.60 and expected net proceeds of roughly €19.9 million after fees and expenses. - Each unit includes one ordinary share and four subscription warrants (two Warrant 2026-06 at €0.75, one Warrant 2026-07 at €0.98, and one Warrant 2026-08 at €1.27). All warrants carry five-year maturities. - Maxim Group acted as sole placement agent on a best-efforts basis; it did not underwrite settlement or delivery. - The €0.58 subscription price equals Capital B’s five-day VWAP and represents a 6.45% discount to the Aug. 27 closing price. What the funds could buy Capital B said the financing, combined with existing operating resources, “could enable” the purchase of roughly 270 more BTC. If the buy were completed in full, holdings would rise from 3,145 BTC (as of Aug. 17) to about 3,415 BTC. Any purchases would take place only after the placement closes and after a separate company confirmation. Warrants, dilution and upside - If all 144,876,280 warrants are exercised, Capital B could receive up to €135.8 million in additional proceeds (this is not part of the confirmed €21 million raise and may never be realized). - Full exercise would create up to ~144.9 million new shares before the planned reverse share split, meaning further dilution for existing shareholders if warrants become economical to exercise. - Capital B can trigger an accelerated exercise period if its 20-day VWAP exceeds 130% of a warrant’s exercise price; such periods remain open for 20 trading days, and unexercised warrants then expire. Reverse split and adjusted exercise prices Capital B will implement a 10-for-1 reverse stock split on Sept. 8. Post-split each warrant will represent one-tenth of a post-split share, and the effective exercise prices per post-split share become €7.50, €9.80 and €12.70 for the three tranches. Ownership impacts - A shareholder with a 1% stake before the placement would hold ~0.90% after the initial issuance if they did not participate, and ~0.65% if all warrants were later exercised. - Strategic investor Adam Back’s ordinary ownership is expected to rise from 12% to 14.82% after closing. TOBAM’s stake would increase from 2.87% to 3.29%. Blockstream Capital Partners’ stake would fall from 21.74% to 19.59% on a pro-rata basis. Context and prior moves Capital B has already been actively building a Bitcoin treasury. It held 3,145 BTC after a small five-BTC purchase on Aug. 17, and earlier this year it completed a €15.2 million institutional placement in May, deploying part of those proceeds to buy €13 million worth of BTC (approximately 192 BTC). Shareholders granted broad financing authority in June, and management also secured expanded debt capacity to support the treasury strategy. Timing and regulatory notes - The placement is expected to close on or after Aug. 31, though technical steps could cause a short delay. Any Bitcoin purchases would follow closing and require separate confirmation. - Securities were offered to selected U.S. qualified institutional buyers and accredited investors under registration exemptions; the transaction is not a U.S. public offering and the securities have not been registered with the SEC. Bottom line This €21 million raise reinforces Capital B’s focus on building a Bitcoin treasury and brings more institutional backing — including from industry insiders — while also creating potential future capital via warrants that could dilute shareholders if exercised. The company’s next steps will hinge on closing technicalities and any subsequent Bitcoin buys it confirms.