Capital B raises €21M for 270 Bitcoin, but warrants could dilute holdings

Capital B moves toward 3,415 Bitcoin

Capital B, a company that holds Bitcoin on its balance sheet, announced a plan to raise €21 million. The money will be used to buy an additional 270 Bitcoin. If the deal closes, the company's total holdings would rise from 3,145 BTC to 3,415 BTC.

The company sold roughly 36.2 million new shares in a private placement at €0.58 per share. The deal was expected to close on or after Aug. 31. As of the announcement, the shares had not yet been issued and the Bitcoin had not been bought.

Key numbers in the deal

• Gross proceeds: €21.01 million
• Estimated net proceeds after fees: €19.9 million
• New shares issued: 36,219,070
• Price per share: €0.58
• Planned Bitcoin purchase: 270 BTC
• Projected total Bitcoin treasury: 3,415 BTC
• Immediate dilution of Bitcoin per share: roughly 0.02%

Warrants add long-term dilution risk

Each new share comes with four warrants. A warrant gives the holder the right to buy more shares later at a set price. These warrants can be exercised at prices of €0.75, €0.98, or €1.27.

If all four warrants attached to each new share are exercised, it would create about 144.9 million additional shares. That exercise would also bring in roughly €135.82 million in new cash.

However, that cash has not been received yet. The warrants are optional, and investors have not chosen to exercise them. The company's own calculations show that if every warrant were exercised and no extra Bitcoin were bought with the new cash, Bitcoin per million shares would drop by 24.1%.

What the math shows now

Before the placement, Capital B reported about 7.4725 Bitcoin per million diluted shares. After adding the planned 270 BTC and the new shares, that ratio would be about 7.4711 Bitcoin per million shares. The change is effectively flat.

The company also noted that its standard diluted share count leaves out older warrant families, certain convertible bond warrants, and unused capacity under a €300 million program. Those items are not included in the 24.1% scenario.

Why this matters for shareholders

An investor who owned 1% of the company before the placement would own about 0.9% afterward on a basic basis. On the fully diluted basis shown by the company, that stake would drop to 0.72%. If every new warrant were exercised, the stake could fall to as low as 0.55% to 0.65%, depending on the calculation method.

In June, shareholders authorized much broader financing options, including up to €5 billion in capital increases and €100 billion in credit lines. The current €21 million placement is one example of that authority being used.

What is still unclear

It is not yet certain whether the deal will close on time. The company also did not confirm whether it will buy Bitcoin immediately after raising the funds, only that it plans to use the proceeds and operating funds for that purpose.