BTC AB carries out directed issue of approx. SEK 4.0 million to acquire additional Bitcoin

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The Board of Directors of B Treasury Capital AB (“BTC AB” or the “Company”) has today, based on the authorisation from the Extraordinary General Meeting held on 4 June 2025, resolved on a directed issue of 13,803 B shares, corresponding to approximately SEK 4.0 million, to a group of external investors and an existing shareholder (the “Directed Issue”). The subscription price in the Directed Issue has been determined through arm’s length negotiations and amounts to SEK 287 per B share, corresponding to the closing price of the Company’s B share on Spotlight Stock Market 14 August 2025. All B shares issued through the Directed Issue have been subscribed for and allocated. The proceeds from the Directed Issue will exclusively finance the acquisition of additional Bitcoins.

 

BTC AB is a pure-play Bitcoin investment company aiming to hold and gradually increase its Bitcoin holdings in a value-creating manner for its shareholders. BTC AB aims to be the most transparent and investor-friendly publicly traded company, featuring institutional custody, highest security standards, and efficient operational execution.

The net proceeds will be used in full to acquire Bitcoin. Through the Directed Issue, the Company gains quick access to capital at a premium to the Company's NAV, enabling the Company to increase the number of Bitcoin per share, benefiting both the Company and its shareholders.

Christoffer De Geer, CEO of BTC AB, comments: "We are accelerating our acquisition pace with one clear goal – to grow Bitcoin per share and, in turn, shareholder value. Every Bitcoin we add strengthens our market position and advances our long-term growth ambitions."

The Directed Issue
The Board of Directors of BTC AB, based on the authorization granted by the Extraordinary General Meeting held on 4 June 2025, has resolved to carry out the Directed Issue, which is directed to external investors and an existing shareholder. The Directed Issue comprises 13,803 newly issued B shares.

The subscription price for the B shares in the Directed Issue has been determined through arm’s length negotiations and amounts to SEK 287 per B share, corresponding to the closing price of the Company’s B share on Spotlight Stock Market 14 August 2025. The Board of Directors considers the subscription price to be in line with market conditions and to reflect the demand for the Company’s shares (see “Board of Directors’ Considerations” below for further information).

All B shares issued through the Directed Issue have been subscribed for and allocated. Through the Directed Issue, the Company will receive approximately SEK 4.0 million before transaction costs of approximately SEK 0.28 million. The proceeds from the Directed Issue will exclusively finance the acquisition of additional Bitcoins, in line with the Company’s core strategy and mission.

The parties entitled to subscribe in the Directed Issue are: Alexander Schoeneck, Andreas Poike, Christian Månsson, Daniel Dal, Jens Miöen, Johan Kjell, John Moll, Magnus Boberg, Paginera Invest AB, Promovent AB. Sum: 13,803 B shares.

Christian Månsson is an existing shareholder of in the Company. The reason why an existing shareholder is entitled to subscribe is that the shareholder has expressed and shown an interest in long-term ownership in the Company, which the Board of Directors believes creates certainty, stability and favorable conditions for the Company's growth and is thus deemed to be beneficial to both the Company and all shareholders.
 

The Board carefully considered the possibility of raising capital through a rights issue but concluded that an issue deviating from shareholders’ preferential rights best serves the Company and its shareholders. This conclusion is based mainly on (i) a rights issue would take longer to complete and, especially under current market conditions, expose the Company to potential market volatility, including Bitcoin volatility; (ii) the speed of the process enables the Company to execute its clearly stated business plan of raising capital at a premium to the Company’s NAV and thereby increasing Bitcoin per share, while maintaining a flexible and balanced capital structure; and (iii) the Directed Issue can be executed at significantly lower cost and complexity compared to a rights issue.

Furthermore, a rights issue would likely have required underwriting commitments from a guarantee consortium, resulting in additional costs and/or greater dilution depending on the compensation paid for such guarantees. Moreover, a rights issue would likely have had to be carried out at a lower subscription price considering the discount levels of recently executed rights issues in the market.

Considering the above, the Board concluded that the reasons for carrying out the Directed Issue outweigh the reasons for preferential rights of existing shareholders, and that the Directed Issue is the most beneficial alternative for the Company to raise capital.

Prior to the Board's decision on the Directed Issue, the Board has placed great emphasis on ensuring the market-based nature of the subscription price in relation to the prevailing share price. The subscription price has been determined through arm's length negotiations with the external investors and amounts to SEK 287 per share, corresponding to the closing price of the Company’s B share on Spotlight Stock Market 14 August 2025. Given that the subscription price has been determined through arm's length negotiations with the external investors and that it corresponds to the closing price of the Company’s B share on Spotlight Stock Market 14 August 2025, the Board's assessment is that the subscription price reflects the prevailing market conditions and demand and is thus market-based.

Shares, share capital, and dilution
Through the Directed Issue, the number of B shares will increase by 13,803, from 752,724 B shares to 766,527 B shares, and the share capital will increase by SEK 6.9015, from SEK 500,376.2620 to SEK 500,383.1635, resulting in dilution of approximately 1.8 percent based on the existing number of B shares in the Company. (The directed issue of 35,630 shares, as announced by the Company in July 2025, remains pending registration with the Swedish Companies Registration Office (Bolagsverket))

Advisors
Eminova Partners Corporate Finance AB acts as financial advisor and Törngren Magnell & Partners acts as legal advisor in connection with the Directed Issue. Eminova Fondkommission AB acts as issue agent.

For further information, please contact:
Christoffer De Geer, CEO
Email: hello@btc.se
Website: www.btc.se

This information is information that B Treasury Capital AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-08-15 08:00 CEST.

About B Treasury Capital AB
BTC AB is a pure Bitcoin investment company, with a mission to hold and accumulate Bitcoin in an accretive way for its shareholders. BTC AB aims to be the most transparent and investor-friendly publicly listed company, with institutional-grade custody, security and operational execution.

IMPORTANT INFORMATION
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Forward-looking statements
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