Adam Back subscribes to 13.18 million shares
Capital B said on September 2 that Back subscribed to 13,181,030 shares carrying four warrants each at €0.58 per unit, generating gross proceeds of €7.64 million. The subscription price represented a 15.4% premium to the company's September 1 closing share price. Net proceeds are expected to reach approximately €7.3 million after fees and transaction expenses.
Capital B plans to use the funds primarily to add Bitcoin to its balance sheet as a long-term reserve asset, continuing a strategy focused on increasing BTC held per fully diluted share. The financing follows another private placement announced days earlier under the same €0.58 subscription terms.
Capital B could add 376 Bitcoin
Proceeds from the new placement, combined with Capital B's ongoing operations, could support the purchase of 376 BTC. Completing the acquisition would increase the company's potential holdings to 3,521 BTC. Capital B currently holds 3,145 BTC after buying another five Bitcoin for €280,000 in August. The five coins were acquired at an average price of €55,882 each.
Capital B reported an aggregate acquisition cost of €284.2 million for its strategic Bitcoin reserve after the transaction. The September 2 financing consists of shares with attached subscription warrants. Each of the 13.18 million shares carries four warrants divided across three tranches. Two Warrants 2026-06 attached to each share have an exercise price of €0.75. One Warrant 2026-07 can be exercised at €0.98, while one Warrant 2026-08 carries a €1.27 exercise price. All three classes have five-year maturities.
Full warrant exercise could provide €49.4 million
If Back exercises every warrant issued through the transaction, Capital B would receive another €49.43 million. The 26.36 million Warrants 2026-06 could generate €19.77 million. Another €12.92 million could come from the 13.18 million Warrants 2026-07, while exercise of the same number of Warrants 2026-08 would provide €16.74 million. Those proceeds remain conditional on future warrant exercises and are separate from the €7.6 million secured through the share placement.
The structure follows Capital B's €21 million private placement announced on August 28. That financing involved 36.2 million shares carrying four warrants each and was subscribed by institutional investors including Back and French asset manager TOBAM. Investors paid the same €0.58 per unit, while net proceeds were estimated at €19.9 million. Full exercise of the 144.88 million warrants attached to that placement could generate another €135.8 million.
Adam Back's stake set to rise
Back already held 54.3 million Capital B shares before the latest transaction, representing 14.82% of ordinary share capital and 12.31% on a diluted basis. Once the new shares are issued, his position will increase to approximately 67.49 million shares. His ordinary ownership will rise to 17.77%, while his diluted stake will reach 14.76%.
Full exercise of the warrants from the September 2 placement would increase Back's position to 120.21 million shares, equivalent to 27.80% of Capital B on an ordinary basis and 23.36% on a diluted basis. Blockstream Capital Partners would hold 18.91% after the initial share issuance, while public and institutional investors would account for 53.43%.
Capital B is separately preparing a 10-for-1 reverse stock split scheduled for September 8. Ten existing shares will be consolidated into one new share. Following the consolidation, each warrant from the latest placement will entitle its holder to one-tenth of a new Capital B share, with adjusted exercise prices of €7.50, €9.80, and €12.70 across the three warrant tranches.
