Bitcoin treasury company Capital B announced a private placement of 36,219,070 shares with attached warrants at €0.58 per unit, expected to raise €21.01 million in gross proceeds and approximately €19.9 million after fees.
The company plans to use the proceeds and operating funds to purchase 270 Bitcoin, raising its treasury from 3,145 BTC confirmed on August 17 to a potential 3,415 BTC.
Immediate Dilution Minimal, Future Risk Substantial
On a diluted basis, the placement would decrease Bitcoin per diluted share by roughly 0.02%, leaving the transaction essentially flat. The company had approximately 7.4725 BTC per million shares before the placement and would maintain about 7.4711 BTC per million shares after the transaction.
However, each new share carries four warrants exercisable at €0.75, €0.98, and €1.27. Full exercise of these warrants would create 144,876,280 additional shares, providing another €135.82 million in proceeds but spreading the company's potential 3,415 BTC across 601,973,171 total diluted shares.
Long-Term Dilution Scenario
If every warrant were fully exercised and no additional Bitcoin were purchased with those proceeds, Capital B's Bitcoin per diluted share would fall to approximately 5.6730 BTC per million shares, a 24.1% decrease from the pre-placement ratio.
An investor holding 1% of the company before the placement would see that stake reduce to 0.9% on an ordinary post-placement basis and potentially as low as 0.55% if all new warrants are exercised, assuming no additional participation.
The five-year warrants are contingent on investor exercise decisions, so the associated shares and cash have not yet been committed. Capital B's diluted calculation excludes older warrant families, specified warrants attached to convertible bonds, and unissued capacity under a €300 million TOBAM program.
