Capital B has raised approximately €21 million through a private placement as the French-listed company continues expanding its Bitcoin treasury strategy.
The financing includes participation from institutional investors such as Blockstream co-founder Adam Back and Paris-based asset manager TOBAM. Capital B expects to receive roughly €19.9 million in net proceeds after fees and transaction expenses.
The company said the new capital, together with operating resources, could allow it to purchase approximately 270 additional Bitcoin. If the full acquisition takes place, Capital B’s Bitcoin holdings could increase from 3,145 BTC to around 3,415 BTC.
However, the company has not yet completed the proposed Bitcoin purchase.
Capital B Raises €21M Through Private Placement
Capital B will issue 36,219,070 new shares through the transaction.
Each share comes with four subscription warrants, while investors subscribed at €0.58 per unit.
The placement generated gross proceeds of €21,007,060.60, with net proceeds expected to total approximately €19.9 million after expenses.
Capital B plans to use the financing primarily to support its Bitcoin treasury strategy and strengthen its balance sheet.
The company estimates that the financing and available operating resources could support the purchase of around 270 BTC.
If completed, that acquisition would lift Capital B’s holdings from 3,145 Bitcoin to approximately 3,415 BTC.
The wording is important because the proposed Bitcoin acquisition remains conditional. The company has raised the funds, but the additional BTC has not yet been purchased.
Capital B Offers New Shares at 6.45% Discount
Investors participating in the placement paid €0.58 for each unit.
The subscription price matches Capital B’s average volume-weighted share price during the five trading days preceding the transaction.
However, it represents a 6.45% discount compared with the company’s Aug. 27 closing share price.
Each investment unit includes one ordinary Capital B share and four warrants divided between three separate warrant classes.
Two of the warrants carry an exercise price of €0.75 each.
Another warrant can be exercised at €0.98, while the fourth has an exercise price of €1.27.
All three warrant classes have five-year maturities.
The warrants themselves are not expected to be publicly traded, although ordinary shares created through their exercise would be listed alongside Capital B’s existing stock.
Maxim Group served as the sole placement agent on a best-efforts basis and did not underwrite settlement or delivery of the transaction.
Warrants Could Generate Another €135.8M
The €21 million private placement represents confirmed financing, but Capital B could potentially raise substantially more money in the future.
A total of 144,876,280 warrants are attached to the newly issued shares.
If investors eventually exercise every warrant, Capital B could receive another approximately €135.8 million.
However, this amount should not be treated as guaranteed financing.
Whether the money is raised will depend largely on Capital B’s future stock price and individual investor decisions.
Investors will generally have an incentive to exercise their warrants only when doing so makes financial sense relative to the company’s market price.
Capital B can also trigger an accelerated exercise period under certain conditions.
If the company’s 20-day volume-weighted average share price rises above 130% of the relevant warrant exercise price, Capital B can begin an accelerated exercise window.
Investors would then have 20 trading days to exercise those warrants.
Any warrants left unused after that period would expire.
Full Warrant Exercise Could Dilute Existing Shareholders
If all warrants are exercised, Capital B would issue approximately another 144.9 million shares before accounting for its planned reverse stock split.
That would provide significant additional capital but would also dilute existing shareholders.
Capital B estimates that an investor holding 1% of the company before the private placement would see that ownership decline to approximately 0.90% following the initial share issuance if the shareholder did not participate.
If every warrant were eventually exercised, the same original ownership position could decline further to approximately 0.65%.
Dilution is therefore an important part of the financing structure.
Capital B gains access to additional capital for its Bitcoin strategy, while existing investors potentially own a smaller percentage of the company as more shares are created.
Reverse Stock Split Planned for September
Capital B also plans to complete a one-for-ten reverse stock split on Sept. 8, 2026.
Under the corporate action, every ten existing shares will be combined into one new share.
A reverse stock split does not automatically change the company’s overall market value. Instead, it reduces the total number of shares while proportionally increasing the price represented by each share.
The warrant terms will also be adjusted.
After the reverse split, each existing warrant will represent one-tenth of a post-split share.
As a result, the effective exercise prices required to obtain one full post-split share will become €7.50, €9.80 and €12.70 across the three warrant groups.
Adam Back Increases Capital B Ownership
The placement will also change the ownership percentages of several major Capital B investors.
Adam Back’s ordinary ownership is expected to increase from approximately 12% to 14.82% following the transaction’s closing.
TOBAM’s stake is expected to increase from 2.87% to approximately 3.29%.
Meanwhile, Blockstream Capital Partners’ ownership is expected to decline proportionally from 21.74% to approximately 19.59%.
The changes reflect both new investment and the dilution caused by issuing additional Capital B shares.
Capital B Holds 3,145 Bitcoin
Capital B already operates one of Europe’s notable corporate Bitcoin treasury strategies.
As of Aug. 17, the company held approximately 3,145 BTC.
Its latest disclosed purchase involved five Bitcoin acquired for roughly €280,000.
The company has repeatedly used equity financing to increase its cryptocurrency holdings.
In May, Capital B completed another institutional private placement worth approximately €15.2 million.
Part of those funds was later deployed into a roughly €13 million Bitcoin purchase that added another 192 BTC to the company’s treasury.
The latest €21 million financing follows the same broader strategy of raising capital and potentially converting a significant portion of those resources into Bitcoin.
Capital B Expands Financing Options for Bitcoin Purchases
Capital B is not relying exclusively on common stock issuance to finance its treasury strategy.
Shareholders approved broader financing authority in June, giving management additional options for raising capital.
The expanded authority includes greater debt capacity that could potentially be used alongside equity issuance to support future Bitcoin purchases.
This gives Capital B multiple financing routes as it attempts to increase the size of its treasury.
However, debt and equity financing carry different risks.
Issuing additional shares can dilute existing shareholders, while borrowing money introduces repayment obligations and interest expenses.
The company’s ability to continue expanding its Bitcoin holdings will therefore depend on market conditions, financing costs and the performance of its underlying business.
Private Placement Expected to Close From Aug. 31
Capital B expects the latest private placement to close from Aug. 31, although technical requirements could result in a short delay.
Any additional Bitcoin purchases would take place after the financing closes and would require separate confirmation from the company.
The securities were offered to selected qualified institutional buyers and accredited investors in the United States using registration exemptions.
The transaction is not a U.S. public offering, and the securities involved have not been registered with the Securities and Exchange Commission.
Capital B Could Raise Its Treasury to 3,415 BTC
The immediate focus will now turn to how much of the new financing Capital B ultimately deploys into Bitcoin.
With current holdings of approximately 3,145 BTC, acquiring the proposed additional 270 Bitcoin would increase its treasury to roughly 3,415 BTC.
That would further strengthen the company’s position as a publicly traded corporate Bitcoin holder.
The longer-term financing potential is significantly larger because full exercise of the accompanying warrants could theoretically generate another €135.8 million.
Still, investors should distinguish between confirmed and potential financing.
Capital B has secured approximately €21 million in gross proceeds from the private placement, but the €135.8 million in possible warrant proceeds depends on future share prices and investor decisions.
Similarly, the proposed 270 BTC acquisition has not yet taken place.
For now, the €21 million raise gives Capital B additional resources to continue its Bitcoin-focused treasury strategy while leaving the scale and timing of its next BTC purchase dependent on the successful closing and future company decisions.
