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The bitcoin raise where most of the money is optional

Capital B raised 21 million euros to buy 270 bitcoin, and attached warrants that could bring another 136 million. The second number is the interesting one, because nobody has promised to pay it.

3 min readCorporate Finance
The bitcoin raise where most of the money is optional

What happened

On 28 August 2026 Capital B, a company listed on Euronext Growth Paris, announced a capital raise of 21.0 million euros through a private placement of ABSA, which are shares with four share subscription warrants attached to each one, priced at 0.58 euros per ABSA and subscribed by institutional investors including Adam Back and the asset manager TOBAM. The release says the proceeds, "along with ongoing operations, could enable the acquisition of 270 additional BTC, bringing the Company's potential total holdings to 3,415 BTC".

What it changes

The money that arrives now is 21.0 million euros, for 36,219,070 shares issued at a price the company says represents "a discount of 6.45% to the closing price on August 27, 2026". That part is ordinary.

The warrants are the structure worth reading. Each ABSA carries two warrants exercisable at 0.75 euros, one at 0.98 and one at 1.27, each converting into one share. If every one is exercised, Capital B receives a further 135.8 million euros and issues 144,876,280 new shares, four times the number it just sold. A warrant is not a promise to pay: it is a right to pay later, and it is exercised only if the share price has risen above the exercise price by then. The company can also force the issue, triggering an accelerated exercise period if the volume weighted average price over the previous 20 trading days "exceeds 130% of the exercise price of the relevant warrant tranche".

So the raise sells two things at once: shares today at 0.58, and a claim on the company's future share count that only converts into cash when the shares are worth more.

What it does not change

The 270 bitcoin are not bought. The release says the proceeds "could enable" the acquisition, which is a plan rather than a filing of a completed purchase, and 3,415 is described as a "potential" total.

The 135.8 million euros are not raised, and may never be. Every warrant that finishes below its exercise price expires worthless to both sides. The ones that do get exercised arrive precisely when new shares are being sold below what the market pays for them, which is the cost existing shareholders carry for the option they granted. Capital B states its own metric plainly, that the strategy is "focused on increasing the number of bitcoin per fully diluted share over time", and fully diluted is the word doing the work: those 144,876,280 shares count against the ratio whether or not they exist yet.

The reverse split announced on 20 July 2026, ten existing shares for one new share, changes none of this. Each warrant's exercise ratio adjusts to one tenth of a share to match. Re-cutting a company into fewer, larger pieces does not add a bitcoin.

And a share in a treasury company is not a bitcoin. What a holder owns is a claim on a company that owns coins, and every step between the two, custody, financing, and the company's own solvency, is a step self-custody does not have.

Context

The financing question is the same one every listed bitcoin holder faces, which is how to buy coins without selling them. Strategy's answer in June was a program that authorised selling bitcoin to pay preferred dividends, which is the coins funding the capital structure. Capital B's is the other direction: sell the upside of its own shares in advance and keep the coins. Both leave a reader the same test, which is to count the bitcoin per fully diluted share rather than the bitcoin.

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