Press Release
1
March 23, 2026, 08:00 CET
Capital B confirms the acquisition of 44 BTC for €2.7 million, the holding of a total of 2,888 BTC, and a BTC Yield of 0.72% YTD
- Final completion of a capital increase at €0.76 per share, for an amount of €0.5 million, under the "ATM" type capital increase contract with TOBAM
- Final completion of a €2 million capital raise through the issuance of warrants subscribed by TOBAM
- Final completion of a €1 million capital raise through the issuance of warrants subscribed by UTXO Management
- Acquisition of 44 BTC for an amount of €2.7 million
- BTC Yield of 0.72% YTD and 0.72% QTD
- BTC Gain of 20.4 BTC YTD and 20.4 BTC QTD
- BTC € Gain of €1.2 million YTD and €1.2 million QTD
- Total group holdings of 2,888 BTC with an acquisition value of €267.1 million at €92,495 per bitcoin, corresponding to the average unitary acquisition cost of the BTC held as part of the Bitcoin Treasury Company strategy
20.4 BTC, and a 'BTC € Gain' of €1.2 million. As of today, Capital B and its subsidiary The Blockchain Group Luxembourg SA hold a total of 2,888 BTC as part of the Bitcoin Treasury Company strategy, with an acquisition value of €267.1 million, based on an average price of €92,495 per bitcoin. A detailed presentation of the Company's Bitcoin Treasury Company strategy, focused on increasing the number of bitcoin per fully diluted share over time, is available on the Company's website: https://cptlb.com/about/who-we-are/
Capital increase as part of the "ATM-type" capital increase program with TOBAM
Making use of the delegation of authority granted to him by the Board of Directors, itself acting under the 12th resolution approved by the General Meeting of Shareholders on June 10, 2025, the Company's Chief Executive Officer decided to carry out a capital increase for a total amount of €507,653.77 (including share premium), through the issuance of 669,906 new ordinary shares at an average subscription price of €0.76 per share.
The Company combined in this press release the subscription requests received from TOBAM between March 9 and March 13, 2026, and the subscription price has been determined in accordance with the terms of the ATM Agreement renewed on January 26, 2026, namely:
The subscription price for each request is equal to the highest of (i) the closing price of the trading day preceding the request, (ii) the euro equivalent of a "mNAV", defined and adjustable by the Company, of the trading day preceding the request, and (iii) the floor price provided for in the resolution of the relevant Extraordinary General Meeting (EGM) (e.g., to date, a floor price set by the Company's extraordinary general meeting of June 10, 2025 corresponding to the average of the VWAPs of the last 20 trading days preceding the request -15%); and
The number of shares requested cannot exceed 21% of the trading volume of the trading day preceding the request.
The shares issued will be admitted to trading on Euronext Growth in Paris (offer compartment). The transaction does not require the preparation of a prospectus subject to approval by the AMF.
Given the volatility of the share price observed during the period, the average rounded subscription price of
€0.76 represents a premium of 28.8% compared to the closing price on the trading day preceding this press release.
In accordance with the Program, the Chief Executive Officer has waived shareholders' preferential subscription rights in favor of the investors to whom the offer is addressed, in the proportions set out below:
Investor | Number of shares | Rounded average price / share (€) | Amount (€) |
TOBAM Bitcoin Enhanced Fund | 250,391 | €0.76 | €189,754.03 |
TOBAM Bitcoin Alpha Fund | 352,848 | €0.76 | €267,899.49 |
TOBAM Bitcoin Treasury Opportunities Fund | 66,667 | €0.75 | €50,000.25 |
TOBAM BTC Linked and Blockchain Equity Fund | - | - | - |
MDP - TOBAM Global Blockchain Equity Fund | - | - | - |
TOTAL | 669,906 | €0.76 | €507,653.77 |
Final completion of a €3 million capital raise through the issuance of warrants subscribed by TOBAM and UTXO Management
On March 17, the Company announced a €3 million capital raise through the issuance of warrants subscribed by TOBAM and UTXO Management. The terms and conditions of the warrants (BSA) 2026-01 are described in the Company's press release dated March 17, 2026.
The Company hereby confirms the final completion of the raise, in the following proportion:
Investor | Number of BSA 2026-01 | Issuance price per BSA 2026-01 (€) | Subscription amount (€) |
TOBAM Bitcoin Treasury Opportunities Fund | 2,800,000 | €0.11 | €308,000.00 |
TOBAM Bitcoin Alpha Fund | 8,000,000 | €0.11 | €880,000.00 |
TOBAM Bitcoin Enhanced Fund | 7,500,000 | €0.11 | €825,000.00 |
UTXO Management | 9,090,910 | €0.11 | €1,000,000.10 |
TOTAL | 27,390,910 | €0.11 | €3,013,000.10 |
Impact of the operations on the distribution of the Company's share capital
The impact of the completion of the operations described above on the distribution of the Company's share capital is as follows:
Ordinary basis | Fully diluted basis (*) | |||
Shareholders | Number of shares | % capital | Number of shares | % capital |
Executives | 18,842,695 | 8.20% | 22,030,111 | 5.54% |
Fulgur Ventures | 10,000,000 | 4.35% | 155,588,780 | 39.13% |
Adam Back | 36,157,228 | 15.74% | 37,412,138 | 9.41% |
TOBAM | 14,300,186 | 6.22% | 21,705,676 | 5.46% |
UTXO Management | 4,285,289 | 1.87% | 8,529,767 | 2.15% |
Peak Hodl Ltd | 2,500,000 | 1.09% | 2,500,000 | 0.63% |
Public & Institutional | 143,642,329 | 62.53% | 149,869,420 | 37.69% |
TOTAL | 229,727,727 | 100% | 397,635,892 | 100% |
(*) Calculations performed based on the number of shares comprising the Company's share capital as of the press release date, adding the shares resulting from (i) the conversion of all OCAs issued or announced, (ii) the issuance under the legal adjustment measures for the benefit of the holders of Tranche 1 OCAs issued or exercised to date, and (iii) the free shares granted by the Company to certain employees and corporate officers, but not yet definitively acquired by their beneficiaries, the number of which amounts to 2,333,750 as of the date of this press release. It is noted that the Company is authorized to issue additional free shares within the limit provided by the resolutions of the general meeting of June 10, 2025. The Company indicates that the fully diluted base conservatively includes the potential addition of shares to its share capital resulting from (i) the conversion of BSA 2025-01 issued as announced on April 7, 2025, as well as (ii) legal adjustment measures for the benefit of holders of OCA A-01 and B-01 not yet exercised to date. In contrast, this fully diluted basis does not include (i) the shares that may correspond to the amounts not yet subscribed to date of the authorized €300M capital increases for the benefit of TOBAM, (ii) the exercise of the BSA 2026-01, and (iii) the exercise of the BSA OC A-03, A-04, and A-05.
The Company indicates that it has, on a conservative basis, included in the fully diluted share basis the shares that may be issued upon potential future exercise of BSA 2025-01 and of potential future subscription of legal adjustment measures for OCA A-01 and B-01 holders. Consequently, any potential future exercise of existing BSA or legal adjustment measures announced by the Company will result in no additional share added to the fully diluted basis. The Company further indicates that it will include in both the ordinary basis and the fully diluted basis, following their potential future exercise, the shares resulting from the exercise of the BSA OC and BSA 2026-01, the terms of which are specified in the press release dated March 17, 2026.
