Capital B and BTC AB test different financing structures, but the central question remains whether Bitcoin per share will grow faster than dilution.
European bitcoin treasury companies are entering a new phase: no longer simple BTC accumulation, but the design of complex financing structures. This week two listed companies, Capital B and BTC AB, took concrete steps in different directions, shifting the shareholder debate away from how much Bitcoin is being accumulated and toward the structural cost of doing so.
Capital B received shareholder approval at its ordinary and extraordinary general meeting on June 17. The resolutions passed include authorization to carry out nominal capital increases of up to €5 billion and to issue nominal debt instruments of up to €100 billion, both tied to its bitcoin treasury strategy. The board of directors’ report treats these amounts as authorization ceilings, with actual financing still dependent on subsequent terms and execution. The company describes its strategy as aimed at increasing the number of BTC per fully diluted share over time, but in response to shareholder questions it clarified that accretion is a goal and not a commitment.
One day earlier, on June 16, BTC AB opened the subscription period for a Class A preferred share rights issue. The offering covers up to 195,078 preferred shares at a price of SEK 120 (Swedish krona, equivalent to approximately 11 euros) per share, for a potential total consideration of approximately SEK 23.4 million before costs, assuming full subscription. Existing Class B shareholders received one subscription right for each Class B share held on the record date of June 12, with four rights required to subscribe for a single preferred share. The subscription period closes on June 30, with rights trading on Spotlight Stock Market running until June 25. BTC AB expects to announce the outcome around July 2 and to begin the initial trading of the preferred shares around July 20.
The level of early support disclosed by BTC AB provides a first reading of demand. The company has announced binding subscription commitments of approximately SEK 6.4 million, representing roughly 27.2% of the offering. These are supplemented by non-binding subscription intentions from all board members and certain members of management totaling approximately SEK 2.4 million, equivalent to around 10.2% of the transaction. Before the subscription window opened, an operational update dated May 27 had set the company’s baseline at 171.33 Bitcoin and 0.00021957 Bitcoin per Class B share.
The core issue common to both transactions is the fully diluted BTC per share metric. New shares, debt claims, preferred dividends, and discounted issue prices can all absorb the benefit of any Bitcoin purchased. In the case of Capital B, the approved capacity gives the company optionality before any additional Bitcoin appears on its balance sheet, but the actual effect will depend on pricing, timing, costs, and the number of new claims that rank ahead of existing shareholders. In the case of BTC AB, the preferred shares introduce distinct obligations: dividends, redemption mechanisms, and a fixed issue price determine how much value ultimately remains for ordinary shareholders when the company increases its Bitcoin reserves. The broader bitcoin treasury company trend is seeing a growing number of issuers globally turn to debt, preferred equity, and BTC-per-share benchmarks, with European issuers now adapting this model to different markets, listing platforms, and investor bases.
