Bitcoin Treasury Company Cancels 7.7 Million Shares After Selling 177 BTC, but Bitcoin per Share Ratio Still Declines
Smarter Web Sells 177.89 Bitcoin to Repay Convertible Instrument, but Bitcoin Per Share Declines
UK-based Bitcoin treasury company Smarter Web sold 177.89 Bitcoin (BTC) to repay an $11.7 million convertible instrument. While the move eliminated the potential issuance of 7.72 million new shares, it also reduced the company’s Bitcoin per share ratio.
In a disclosure published on July 23, Smarter Web said it sold the Bitcoin at an average price of $65,762 per BTC, about two weeks before the instrument reached maturity.
Before the transaction, the company held 2,878 BTC. After selling 177.89 BTC, its holdings fell to approximately 2,700.11 BTC, a decline of about 6.18%.
Meanwhile, the company’s management-defined fully diluted share count decreased by only 2.1%. Because Bitcoin holdings declined more than the share count, each share is now backed by less Bitcoin.
According to CryptoSlate, Bitcoin exposure fell by 6.18% per legally issued share, or about 4.17% per management-defined fully diluted share.
Convertible Repayment Simplifies Capital Structure
The convertible instrument was issued in August 2025 as a one-year, interest-free financing agreement. It gave investors the option to convert the instrument into approximately 7.72 million shares at a conversion price of £2.0475 per share.
However, Smarter Web’s shares were trading at around 29.20 pence on July 23, well below the conversion price, making the conversion option unattractive.
CEO Andrew Webley said the company chose to repay the instrument early with the support of investor TOBAM. He added that management viewed the instrument more as debt than equity, and repaying it simplified the company’s capital structure.
Bitcoin Per Share Remains the Key Metric
Smarter Web reported a Quarterly Gross BTC Yield of -4.35% for the third quarter, with management identifying the convertible repayment as the primary reason for the decline.
The metric does not measure Bitcoin’s market price or investment returns. Instead, it tracks changes in the amount of satoshis (sats) per fully diluted share, showing whether each share is backed by more or less Bitcoin over time.
Next Challenge: Securing New Capital
With the convertible instrument repaid, attention now turns to how Smarter Web will finance future Bitcoin acquisitions.
The company still has access to a $30 million Bitcoin-backed credit facility from Coinbase. However, a significant decline in Bitcoin’s price could require the company to post additional collateral or reduce its outstanding borrowings.
Another option is issuing new shares. However, this strategy is beneficial only if shares are sold at a premium to the company’s net asset value (NAV). If new shares are issued near or below NAV, total Bitcoin holdings may increase, but Bitcoin per share could decline further due to dilution.
Overall, the repayment removes a near-term financial obligation and simplifies Smarter Web’s capital structure. However, the company’s next financing decision will determine whether it can rebuild its Bitcoin per share metric, a key performance indicator for Bitcoin treasury companies.
