Connecting Excellence Group (XCE) has signed binding Heads of Terms for its first proposed recruitment acquisition, targeting a specialist UK and U.S. recruitment business that generated £1.79 million in revenue and £431,000 in EBITDA over the last 12 months. The target also holds 8.216 Bitcoin.
The deal remains subject to further due diligence, funding, and a definitive purchase agreement. Under the proposed terms, XCE would purchase the Bitcoin at market value with no premium, exchanging cash for an equivalent amount of Bitcoin while separately acquiring the underlying earnings stream.
Acquisition Structure and Capital Strategy
XCE expects to pay £575,000 in initial cash consideration at completion, with approximately £425,000 settling amounts owed to the target companies by vendors. This results in an estimated net cash outflow of roughly £150,000 before transaction costs. An additional £60,000 cash payment is due in 2028, while much of the remaining consideration is deferred and tied to EBITDA performance through fiscal 2029.
XCE expects to retain approximately 75% to 85% of the acquired business's cumulative EBITDA during the earn-out period. The acquisition target's existing operating metrics show £1.27 million in gross profit with revenue growing 21.5% year over year, similar to XCE's existing business, Spencer Riley, which grew revenue 20.6% over its latest 12-month period.
Decentralized Operating Model
XCE does not intend to absorb acquired companies into a single centralized operating brand. Instead, acquired companies retain their existing brands, management teams and operating independence while joining a publicly listed group backed by a Bitcoin balance sheet.
This decentralized approach allows individual businesses to continue operating with autonomy while XCE provides permanent ownership, access to the listed group and centralized capital allocation. The strategy is designed to let businesses continue generating earnings that feed into a common capital allocation framework in which Bitcoin is one potential destination.
Multiple Sources of Capital Growth
XCE reported 72.94 BTC as of September 1, up from 9.27 BTC at its December 2025 IPO. Capital markets activity has contributed to that growth, including a subscription by longtime investor Adam Back, who transferred 10 BTC to the company in exchange for new XCE shares, increasing Bitcoin holdings by 15.9%.
M&A introduces another source of potential capital alongside external transactions: earnings and balance-sheet assets acquired with the operating businesses themselves. The combined model allows XCE to acquire profitable businesses, retain their autonomy and earnings power, grow group cash generation, and allocate capital across further acquisitions and Bitcoin.
