Key takeaways:
- Blockchain Group issues convertible bonds of €63 million ($72 million), fully subscribed to Bitcoin, to enhance its BTC buying strategy.
- The primary strategic partners include Moonlight Capital, Fulgur Ventures, UTXO Management, and Adam Back.
- The issuance is divided into two newly created OCA bond structures: OCA B-03 Tranche 1 and OCA B-03 Tranche 2.
- Blockchain Group aims to enhance its BTC holding to 1,400 by planning to add another 590 BTC.
Europe’s first Bitcoin Treasury company, the French-based “Blockchain Group”, has announced a €63 million ($72 million) convertible bonds issuance subscribed to Bitcoin. As a data intelligence, AI, and decentralized company listed on Euronext Growth Paris (ALTBG), it will execute the BTC bonds primarily through its wholly-owned Luxembourg subsidiary, “The Blockchain Group Luxembourg SA.”
The company leverages OCA (Obligations Convertibles en Actions), the bonds convertible into shares, through the newly introduced OCA B-03 Tranche 1 and Tranche 2. The issuance contains multiple bonds from investors such as Moonlight Capital, Fulgur Ventures, UTXO Management, and Adam Back. The company also expects new investors and revealed its goal to reach the 1400 BTC holdings by acquiring an additional 590 BTC.
The Key Characteristics of Blockchain Group’s New Bond Issuance
Blockchain Group’s board of directors, on May 25th, 2025, decided the implement and issuance of ordinary shares or securities primarily via two categories:
- OCA B-03 Tranche 1: Estimated at an amount of €5,000,000 (in BTC), this bond, issued by Blockchain Group Luxembourg SA, allows the conversion of 95% of the funds into ordinary shares, and the remaining 5% will be used to cover management and operational expenses, including platform fees. It has a maturity of 5 years from the subscription, with a conversion price of 3,809€ euros per action.
- OCA B-03 Tranche 2: While it has the same terms as ICA B-03 Tranche 1, the exception lies in conversion characteristics, price, and issuance. With a 5-year maturity period from the subscription date, it will have a conversion price of €4.9517 per share, and the total amount is estimated to be €7,500,000.
Moonlight Capital, Fulgur Ventures, UTXO Management, and Adam Back as Bond’s Strategic Investors
Blockchain Group has shrunk down the primary strategic partners of the bond issuance into Moonlight Capital, Fulgur Ventures, UTXO Management, and Adam Back.
- Moonlight Capital: It has subscribed to €5 million in the bonds, accepting a 305 premium price over the market price and expanding into €7.5 million funds via the Tranche 2 option.
- Fulgur Ventures: As an earlier investor of Blockchain Group, it will have €55.3 million through the OCA Tranche 2 option, making it one of the largest strategic investments in the European investment milieu.
- UTXO Management: It will subscribe to the Tranche 2 with a €3 million investment, following the terms of the OCA Issuance Agreements signed on March 4, 2025.
- Adam Back: As a blockchain expert and successful investor, Adam Back, the CEO of Blockstream, will convert all 8,097,961 Tranche 1 OCAs into nearly 15 million ordinary shares, with a conversion price of €0.544, an 80.4% discount compared to the May 26th closing price.
The Blockchain Group’s Shareholding Impact Structure
The Blockchain Group has made a detailed table with insights related to the impact of the operations on the company’s shareholding, and the impact of the CA Tranche 2-driven conversion is given below.
| Shareholders | Number of shares | % capital | Number of shares | % capital |
| Executives | 11,899,918 | 10.17% | 14,866,131 | 4.87% |
| Fulgur Ventures | – | 0.00% | 145,911,009 | 47.83% |
| Adam Back | 18,552,623 | 15.85% | 35,728,729 | 11.71% |
| TOBAM | 3,658,980 | 3.13% | 8,009,187 | 2.63% |
| UTXO Management | – | 0.00% | 7,999,210 | 2.62% |
| Moonlight Capital | – | 0.00% | 1,312,680 | 0.43% |
| Generali Ambition Solidaire | 1,000,000 | 0.85% | 1,000,000 | 0.33% |
| Jean-Marie Formigé | 2,000,000 | 1.71% | 2,000,000 | 0.66% |
| Quadrille Capital | 686,059 | 0.59% | 1,272,455 | 0.42% |
| EFG Bank | 1,000,000 | 0.85% | 1,000,000 | 0.33% |
| VP Bank | 245,000 | 0.21% | 245,000 | 0.08% |
| Patrick Zbinden | 200,000 | 0.17% | 200,000 | 0.07% |
| Robbie van den Oetelaar | – | 0.00% | 2,000,000 | 0.66% |
| Yves Choueifaty | – | 0.00% | 390,931 | 0.13% |
| Private Placement | – | 0.00% | 3,398,361 | 1.11% |
| Free Shares** | – | 0.00% | 1,880,000 | 0.62% |
| Public & Institutional | 77,817,865 | 66.48% | 77,817,865 | 25.51% |
| TOTAL | 117,060,445 | 100.00% | 305,031,558 | 100.00% |
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About The Blockchain Group
The Blockchain Group is a French-based tech company that focuses on blockchain technology, artificial intelligence, and data intelligence. Its Bitcoin Treasury Company was launched on November 5th, 2024, and it currently has around 900 BTC in its holdings.