The Blockchain Group has partnered with TOBAM to launch a €300 million capital increase program. The “ATM-type” program allows TOBAM to subscribe to shares at market conditions, increasing the company’s Bitcoin Treasury holdings. The capital increase will occur in tranches, with up to 73 million shares issued. This strategic move supports the company’s growth in the blockchain and cryptocurrency sectors.
The Blockchain Group, Europe’s first Bitcoin Treasury Company, has announced the launch of a €300 million capital increase program with TOBAM, a leading asset management firm with a pioneering approach to Bitcoin and cryptocurrency investments.
This strategic move is designed to accelerate the company’s Bitcoin Treasury strategy and increase the number of bitcoins per share over time.
Overview of the capital increase program
The new program, referred to as an “At The Market” (ATM) capital increase, will allow TOBAM to subscribe to ordinary shares of The Blockchain Group at market conditions. The capital increase will occur in tranches and is priced based on the higher of the previous day’s closing price or the volume-weighted average price (VWAP) from the previous trading day, with a volume limit of 21% of the daily trading volume. This pricing mechanism ensures that the shares are issued at a market-driven value, benefiting both the company and investors.
The program will allow TOBAM to submit subscription requests on a daily basis, subject to market conditions, until the total amount of €300 million is reached. The number of shares requested by TOBAM in each transaction is capped at 21% of the trading volume from the previous day.
On a weekly basis, all subscription requests received from TOBAM will be consolidated into a single capital increase, executed at the volume-weighted average price of the individual requests.
Program’s structure and flexibility
The program, which is established for an initial six-month period, offers flexibility to both TOBAM and The Blockchain Group. While TOBAM has the discretion to manage the shares it subscribes to, it is not required to sell the shares immediately. This allows TOBAM to retain the shares or choose to sell them at its own discretion according to its investment strategy.
The program does not involve a financial intermediary, distinguishing it from traditional ATM programs in the U.S., where an intermediary sells the subscribed shares in the market. Instead, TOBAM may retain or manage its holdings independently.
No financial remuneration for TOBAM
Unlike typical ATM programs, TOBAM does not receive any remuneration from The Blockchain Group in connection with this capital increase transaction. This reflects the unique structure of the program, which relies solely on TOBAM’s subscription to shares rather than any intermediary involvement.
The shares subscribed by TOBAM will be admitted to trading on Euronext Growth Paris, contributing to the liquidity and visibility of the company’s stock.
Impact on shareholding structure
If the full €300 million capital increase is completed, the ownership structure of The Blockchain Group will be significantly affected. As of June 9, 2025, the capital of The Blockchain Group stands at 123,748,877 shares. The issuance of up to 73,170,731 additional shares will increase the total number of shares to 196,919,608, representing a substantial shift in the shareholding structure.
Under this scenario, TOBAM would hold approximately 39% of the company’s shares, making it the largest single shareholder. This increase in ownership underscores the importance of the partnership between The Blockchain Group and TOBAM, which also has an option to adjust its holding strategy as part of its long-term investment approach.
Existing capital | Fully diluted basis (*) | |||
Shareholders | Number of shares | % capital | Number of shares | % capital |
| Executives | 11,899,918 | 9.62% | 14,866,131 | 4.87% |
| Fulgur Ventures | – | 0.00% | 145,911,009 | 47.85% |
| Adam Back | 14,885,957 | 12.03% | 32,062,063 | 10.51% |
| TOBAM | 3,710,207 | 3.00% | 7,669,483 | 2.51% |
| UTXO Management | – | 0.00% | 7,999,210 | 2.62% |
| Free Shares | – | 0.00% | 1,880,000 | 0.62% |
| Public & Institutional | 93,252,795 | 75.36% | 94,565,475 | 31.01% |
| TOTAL | 123,748,877 | 100% | 304,953,371 | 100% |
Program details and approval
The capital increase program is backed by the authorization granted by The Blockchain Group’s Extraordinary General Meeting held on February 21, 2025. The company has received approval to issue shares in exchange for capital increases, specifically for investors operating in Web2/Web3, blockchain technology, data intelligence, AI, fintech, and cryptocurrency sectors. TOBAM, as an investor in the company, meets the criteria established by the shareholders for participation in this program.
The capital increases under the program will be subject to a floor price set by the company, ensuring that the shares are issued at a fair value. The issuance of the new shares will not require the preparation of a prospectus for approval by the French financial market authority, the AMF.
Existing capital | Fully diluted basis (*) | |||
Shareholders | Number of shares | % capital | Number of shares | % capital |
| Executives | 11,899,918 | 6.04% | 14,866,131 | 3.93% |
| Fulgur Ventures | – | 0.00% | 145,911,009 | 38.59% |
| Adam Back | 14,885,957 | 7.56% | 32,062,063 | 8.48% |
| TOBAM** | 76,880,938 | 39.04% | 80,840,214 | 21.38% |
| UTXO Management | – | 0.00% | 7,999,210 | 2.12% |
| Free Shares | – | 0.00% | 1,880,000 | 0.50% |
| Public & Institutional | 93,252,795 | 47.36% | 94,565,475 | 25.01% |
| TOTAL | 196,919,608 | 100% | 378,124,102 | 100% |
Shareholder meeting and future prospects
Further to the approval of the program, The Blockchain Group’s Board of Directors may decide to extend or adjust the capital increase limits based on market conditions and the evolving needs of the company. A second shareholder resolution, passed in June 2025, outlines the potential for future capital increases with a much higher ceiling, potentially raising up to €500 million in nominal value.
If this resolution is adopted, it will replace the earlier €300 million limit, and the Board will determine the continuation of the program under the new parameters. This provides The Blockchain Group with flexibility in scaling its capital increases as it continues to expand its Bitcoin Treasury strategy.
Shareholders | Shares that could be issued as part of the exercising of the BSA 2025-01 | Shares that could be issued as part of legal adjustment measures for OCA holders | Total |
| Executives | 1,699,988 | 423,744 | 2,123,732 |
| Fulgur Ventures | 0 | 9,677,771 | 9,677,771 |
| Adam Back | 523,809 | 2,126,565 | 2,650,374 |
| TOBAM | 3,571 | 262,605 | 266,176 |
| UTXO Management |
Strategic implications for The Blockchain Group
The ATM-type capital increase program is a strategic move designed to fuel The Blockchain Group’s ongoing efforts to expand its Bitcoin Treasury holdings and strengthen its position as a leader in the blockchain and cryptocurrency space. By partnering with TOBAM, a trusted and experienced asset manager, the company is able to tap into institutional investment while maintaining flexibility in managing its shares and capital structure.
This innovative capital raising method is a critical component of The Blockchain Group’s broader business strategy, which includes its focus on decentralized technologies, data intelligence, and AI consulting. Through this partnership, The Blockchain Group aims to drive long-term growth and deliver value to its shareholders, positioning itself for success in the rapidly evolving cryptocurrency and blockchain markets.
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