Bitcoin Well Inc. said it has launched a private placement of up to US$100 million in units, with an option to increase the raise to US$150 million depending on investor demand. The Canadian non-custodial Bitcoin firm announced it has already closed the first tranche, issuing 122.5 million units for proceeds of C$12.5 million.
The first tranche included a combination of cash and 37.31 Bitcoin, calculated using the CME CF Bitcoin Reference Rate and the Bank of Canada’s exchange rate as of Sept. 24. The company said the funding will be used to expand its Bitcoin holdings, support working capital, and address general corporate needs.
Offering Terms and Structure
Each unit consists of one common share and one purchase warrant, which allows the holder to acquire an additional share at C$0.1875 for two years following the closing date. The offering carries no minimum requirement for subscriptions and remains subject to approval from the TSX Venture Exchange.
Bitcoin Well indicated that proceeds will significantly increase its Bitcoin treasury, raising reserves from 11 to more than 75 Bitcoin. The company has not disclosed the timing of future tranches.
Investor Agreements and Governance Changes
In connection with the placement, the company plans to enter into investor rights agreements with Zermatt Consulting LLC and CEO Adam O’Brien, pending shareholder and TSXV approval. The agreements would expand the board from four to seven directors, with Zermatt entitled to nominate two members and O’Brien up to four, along with one jointly nominated seat.
The company also intends to seek shareholder approval for a dual-class share structure that would introduce Subordinate Voting Shares with one vote each and Multiple Voting Shares carrying up to 300 votes per share. The change, if approved, would take effect upon an uplisting to a senior exchange.
Investors in the offering will be required to sign voting agreements granting O’Brien director appointment rights for 24 months after closing. The company noted that the proposed share structure and O’Brien’s agreement fall under related-party transaction rules and will require minority shareholder approval under Canadian securities regulations.
Regulatory and Legal Conditions
All securities issued will be subject to a four-month hold period. The company said the offering remains contingent on regulatory clearance, including approval from the TSX Venture Exchange. No finder’s fees were paid for the initial tranche, though the company may issue such fees in later closings. The securities have not been registered under U.S. law and cannot be offered or sold in the United States without meeting applicable registration or exemption requirements, the company added.
