Capital B Converts 19.9M OCA B-01 Bonds and Raises €2.8M to Advance Bitcoin Treasury Strategy

TLDR:

• Capital B converted 19,917,972 OCA B-01 bonds into 36,613,919 ordinary shares at €0.544 per share
• Revised bond terms now allow Blockstream and UTXO Management to convert at any time without conditions
• Blockstream Capital Holdings will hold 43,118,442 ordinary shares after all operations are completed.
• The €2.8M raise came from BSA 2025-01 legal adjustment subscriptions by both institutional investors.

Capital B announced on March 30, 2026, the conversion of 19,917,972 OCA B-01 bonds held by Blockstream Capital Holdings and UTXO Management. The company also completed a €2.8 million capital raise as part of its Bitcoin Treasury Company strategy.

Amended Bond Terms Trigger Large-Scale OCA B-01 Conversions

Capital B updated the conversion terms and conditions of OCA B-01 and OCA B-02 tranches held by Blockstream Capital Holdings.

These bonds were issued by Capital B Luxembourg SA, a wholly owned subsidiary of the company. The revised terms now allow bondholders to convert at any time, without any share price threshold requirement. Previously, a share price condition restricted when the holder could initiate a conversion.

Blockstream Capital Holdings subsequently converted 17,897,600 OCA B-01 bonds into 32,900,000 ordinary shares of Capital B.

The conversion price was fixed at €0.544 per share. This price represents a 4.2% discount to the closing price on the trading day immediately before the announcement.

UTXO Management also converted all 2,020,372 of its OCA B-01 bonds under the same revised terms. This resulted in the issuance of 3,713,919 new ordinary shares at €0.544 per share. UTXO Management now holds no remaining OCA B-01 bonds following the full conversion.

Capital B signed an identical amendment with UTXO Management for its separate OCA B-01 tranche. The removal of the share price condition aligns these instruments more closely with current market conditions.

This also strengthens the incentive structure of the conversion mechanism. The Company had applied similar amendments to TOBAM’s OCA A-03, A-04, and A-05 tranches on March 17, 2026.

Capital Raise and Legal Adjustment Measures Complete the Transaction

Blockstream Capital Holdings acquired its bond and share holdings through a transfer from Fulgur Ventures, the original subscriber. The transfer included 10,000,000 ordinary shares, 32,092,952 OCA B-01, and 55,279,428 OCA B-02 bonds.

Blockstream Capital Holdings is an investment group focused on the convergence of Bitcoin and global finance. It is affiliated with individuals behind Fulgur Ventures and separately with Adam Back.

Following the conversions, both investors qualified for legal adjustment measures tied to the April 2025 BSA 2025-01 warrant allocation.

Under these terms, OCA B-01 holders who convert receive one BSA 2025-01 warrant per new share. They may then subscribe to one additional share for every seven warrants, at €0.544 each.

Blockstream Capital Holdings exercised this right by subscribing to 4,700,000 new shares at €0.544, for a total of €2,556,800.

UTXO Management subscribed to 530,559 new shares at the same price, contributing €288,624.10. Together, these two cash subscriptions form the €2.8 million capital raise announced by Capital B.

After all operations are finalized, Blockstream Capital Holdings will hold 43,118,442 ordinary shares in Capital B. UTXO Management will hold 4,244,478 shares upon completion of the transaction.

Blockstream Capital Holdings also retains 14,195,352 OCA B-01 and 55,279,428 OCA B-02 bonds for potential future conversion.

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