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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 21 October 2025, resolved on a directed issue of 60 400 preference A shares, corresponding to approximately SEK 7.2 million, to a group of external investors (the “Directed Issue”). The subscription price in the Directed Issue has been determined through arm’s length negotiations and amounts to SEK 120 per preference A share. The preference shares give right to a monthly dividend of SEK 1, corresponding to a dividend yield of 10% per annum. All preferential A shares issued through the Directed Issue have been subscribed for and allocated. The proceeds from the Directed Issue will finance value-creating activities with the goal of increasing the Company’s Bitcoin per B-share ratio (BPS) over time.

Background and Rationale
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 can be used to acquire Bitcoin, redeem or repurchase shares, as well as finance operating expenses and future dividends, with the goal to increase Bitcoin per B-share (BPS) over time. Through the Directed Issue, the Company gains quick access to capital, enabling the Company to increase BPS, benefiting both the Company and its shareholders.

Christoffer De Geer, CEO of BTC AB, comments: "The directed preference share issue strengthens BTC AB’s balance sheet and provides additional financial flexibility. It enables the Company to continue executing its strategy while maintaining a disciplined approach to capital allocation and risk management.”

The Directed Issue
The Board of Directors of BTC AB, based on the authorisation  granted by the Extraordinary General Meeting held on 21 October 2025, has resolved to carry out the Directed Issue, which is directed to external investors. The Directed Issue comprises 60 400 newly issued preference A shares.

The subscription price in the Directed Issue has been determined through arm’s length negotiations and amounts to SEK 120 per preference A share. 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 preference shares issued through the Directed Issue have been subscribed for and allocated. Through the Directed Issue, the Company will receive approximately SEK 7.2 million before transaction costs of approximately SEK 0.2 million. The proceeds from the Directed Issue will finance acquisition of additional Bitcoin and operating expenses, in line with the Company’s core strategy and mission. Settlement of the issue is expected to occur during February 2026, at which time the proceeds will be received by the Company.

The parties entitled to subscribe in the Directed Issue are: Navtej Singh Garayal and Daniel Robert Fischer. Sum: 60 400 preference A shares.

 

The Preference Shares
Class A preference shares shall carry preferential rights over the class B shares to an annual dividend of SEK 12.00 per share with monthly payments of SEK 1.00 per share (the “Preference A Dividend”). The record dates for the payments shall be the fifteenth calendar day every month. If the fifteenth is not a banking day, the preceding banking day shall be used as the record date. “banking day” means a day that is not a Sunday, other public holiday or a day that is treated as a public holiday for the purpose of payment of debt instruments (such treated days are currently Saturdays, Midsummer’s Eve, Christmas Eve and New Year’s Eve). If no dividend is paid on class A preference shares in connection with a record date, or if a dividend of less than SEK 1.00 is paid, the class A preference shares shall entitle the holder to receive, in addition to future Preference A Dividends, an amount corresponding to the difference between what would have been paid and the amount paid (“Outstanding Amount”) before a dividend on the ordinary shares of class B is paid. The class A preference shares shall not otherwise carry any rights to dividends, and no interest shall be paid on the Outstanding Amount. If the number of class A preference shares is changed because of a consolidation, split or a similar corporate event, the amounts to which the class A preference shares are entitled in respect of dividends, redemption or dissolution of the company in accordance with these articles of association shall be recalculated to reflect such change.

Dissolution of the company
In the event of the company’s dissolution, class A preference shares shall have preferential rights, over ordinary shares and class C shares, to receive from the company’s assets an amount of SEK 120 per class A preference share. The class A preference shares shall not otherwise entitle the holder to any right to a share in the liquidation proceeds. In the event of the company’s dissolution, class A and class C shares entitle the holder to an equal share of the company’s assets as other ordinary shares, but not to an amount higher than the share’s quota value.

Board of Directors’ Considerations
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 and 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.

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. The subscription price has been determined through arm's length negotiations with the external investors and amounts to SEK 120 per preference A share. Given that the subscription price has been determined through arm's length negotiations with the external investors, the Board's assessment is that the subscription price reflects the prevailing market conditions and demand and is thus market-based.

Shares and share capital
Through the Directed Issue, the number of Preference A shares will increase by 60 400, from 0 preference A shares to 60 400 preference A shares, and the share capital will increase by SEK 30.20 from SEK 500,386.55 to SEK 500,416.75.


Advisors
Aqurat Fondkommission AB acts as issuing 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 2025-12-23 08:30 CET.

 

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
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal or require registration or other measures.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, South Africa, South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EES and no prospectus has been published or will be published in connection with the share issues. In each member state of the EES, this message is only directed towards “qualified investors” in that member state in accordance with the definition in the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (according to the definition in article 86(7) of the British Financial Services and Markets Act 2000) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for new shares in the share issues must be made on the basis of all publicly available information relating to the Company and the Company’s shares. This press release does not constitute a recommendation for any investors' decisions regarding the share issues. Each investor or potential investor should conduct an examination on their own, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or expectations about the Company’s future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will materialize or prove to be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless this is required under law or Spotlight’s Regulations.