The Blockchain Group Announces Convertible Bond Issuances and Bitcoin Accumulation Strategy

The Blockchain Group (ISIN: FR0011053636; ticker: ALTBG), Europe’s first Bitcoin Treasury Company listed on Euronext Growth Paris, announced several significant capital operations through its wholly-owned Luxembourg subsidiary, The Blockchain Group Luxembourg SA, involving convertible bond issuances, share conversions, and Bitcoin accumulation. On May 26, 2025, the Company completed a reserved convertible bond issuance denominated and fully subscribed in Bitcoin (BTC) by new investor Moonlight Capital, totaling approximately €5 million. This issuance, at a subscription price of €3. 809 per share—30% above the May 23, 2025 closing price—entitles bondholders to convert into up to 1, 312, 680 new ordinary shares. The bonds (OCA B-03 Tranche 1) have a nominal value of €1 each, zero coupon, and a five-year maturity. Conversion is possible if the 20-day volume-weighted average price (VWAP) reaches at least 130% of the conversion price (€4. 9517). Redemption at maturity may be in BTC, euros, or via share conversion, at bondholder discretion. The issuance proceeds are primarily allocated (95%) to Bitcoin acquisition, with the remainder used for operational costs and management fees. Within three months, an option exists for holders to subscribe to a second tranche (OCA B-03 Tranche 2) worth €7. 5 million—1. 5 times the first tranche’s nominal amount—convertible at €4. 9517 per share with similar conditions and requiring a VWAP threshold of €6. 4372 for conversion before the third anniversary. Additionally, strategic investors Fulgur Ventures and UTXO Management exercised subscription rights for OCA Tranche 2 (OCA B-02), subscribed fully in BTC for approximately €55. 3 million and €3 million respectively, at a conversion price near €0. 707 per share (30% premium over OCA Tranche 1). These bonds provide for conversion into up to 78, 166, 612 and 4, 285, 291 new ordinary shares respectively, subject to VWAP reaching 130% of the conversion price (~€0. 919).
These operations required no prospectus approval from the AMF. Investor Adam Back converted all his Tranche 1 OCAs (8, 097, 961 units) into 14, 885, 957 new shares at a price of €0. 544 per share (30% premium over the average price before March 4, 2025), fully paid by debt set-off. Despite high market volatility, this reflects a substantial discount (~80. 4%) compared to the May 26 closing price. Collectively, these transactions facilitate The Blockchain Group’s ongoing Bitcoin accumulation strategy, potentially increasing holdings by about 590 BTC and bringing total potential Bitcoin to approximately 1, 437 BTC. Concurrently, the Company continues expanding its subsidiaries’ operational activities in data intelligence, AI, and decentralized technology consulting. The board’s decisions, made under authority granted by the Shareholders' General Meeting held February 21, 2025, comply with French and Luxembourg laws applicable to convertible bond issuance. New shares arising from conversions carry full rights and will be traded on Euronext Growth Paris. Assumptions underlying the operations value BTC at €100, 000; actual subscription amounts and resulting capital increases depend on BTC’s market value at transaction times. The Company notes that the fully diluted share capital calculations incorporate current and planned OCAs, free shares, and recent capital increases but exclude certain potential adjustments and convertible bond exercises. The Company reiterates that existing risk factors—detailed in its 2024 annual financial report—may impact business outcomes. This press release is not an offer or solicitation to buy or sell securities in any jurisdiction where such actions would be unlawful prior to registration or approval. More details and investor materials, including the Bitcoin Treasury Company strategy presentation, are available at https://www. theblockchain-group. com/investor/news-financial-information/.
Brief news summary
The Blockchain Group, a Bitcoin Treasury Company listed on Euronext Growth Paris, has issued Bitcoin-denominated convertible bonds (OCAs) through its Luxembourg subsidiary. Moonlight Capital subscribed €5 million at a 30% premium over the May 2025 closing price, while strategic investors Fulgur Ventures and UTXO Management contributed around €58.3 million, also at a 30% premium. Adam Back converted his initial OCA tranche into nearly 14.9 million shares at €0.544 each. These transactions support the company’s strategy to acquire about 590 BTC, increasing total holdings to approximately 1,437 BTC. The five-year bonds feature conversion prices tied to stock performance, offering flexibility to holders. Raised funds will primarily finance Bitcoin acquisitions and operational activities to strengthen the treasury. The bond issuance did not require AMF prospectus approval. Additionally, the company is advancing its AI, data intelligence, and decentralized technology subsidiaries. Risk factors are described in the 2024 annual report and on the company’s website.
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