H100 completes Bitcoin-for-Bitcoin deal, nearly tripling its treasury to 3,506.4 BTC
The Swedish-listed company acquired 2,455.37 Bitcoin through a share issuance with no cash consideration, while issuing 790.5 million new shares to sellers.
By The Third AnglePublished 4 min read
The historic Stockholm Stock Exchange building, illustrating the public-market setting for H100's Bitcoin treasury strategy. Photo: Paasikivi / Wikimedia Commons · CC BY-SA 4.0
H100 Group AB has completed its acquisition of NSD AS, a transaction that lifts the Swedish-listed company's Bitcoin holdings to 3,506.4 BTC. The deal gives H100 ownership, directly and indirectly, of all shares in Moonshot AS and PDI AS, and the company described it as the first public-market merger completed on a Bitcoin-for-Bitcoin basis.
According to H100's completion announcement, the target contributed 2,455.37 Bitcoin. No cash changed hands: the purchase was settled through newly issued H100 shares, with the sellers receiving 790,534,666 shares under a set-off issue. H100 said the transaction was completed at 1.0 times mNAV, using an implied share price of SEK 1.86 and a Bitcoin reference price of approximately $62,900 set on July 31.
The treasury grows through dilution
The structure matters as much as the Bitcoin headline. H100 issued seller promissory notes totaling approximately SEK 1.47 billion and then set those notes off against the consideration shares. The result was a transaction with no cash consideration at closing, but a large increase in the share count. The company said the 790.5 million new shares represent dilution of approximately 70% against the shares outstanding before the issue.
That trade-off is central to the company's per-share argument. H100 said sats per basic share remains unchanged while sats per fully diluted share increases by about 5%. The difference reflects the effect of the new shares and the company's treasury accounting, and it is the measure shareholders will need to track as the newly issued stock begins trading on NGM Nordic SME.
More than a balance-sheet purchase
H100 said PDI has an active Bitcoin management strategy intended to preserve capital, manage downside risk and generate additional cash flow while retaining exposure to Bitcoin's long-term upside. The target has no outstanding financial debt, according to the announcement, giving the combined group a treasury asset alongside the operating businesses and technology teams it acquired.
Executive Chairman Sander Andersen said the company chose the structure because it views Bitcoin per share as the key metric. That is a management thesis, not a performance guarantee. The next evidence will be the group's fully diluted share count, the treatment of its Bitcoin-management activities, any cash flow generated by PDI and the market's response to a treasury that has expanded while the equity base has also grown sharply.
