Smarter Web Sells 177.89 BTC, Cancels 7.72M Potential Shares

Smarter Web disclosed on July 23 that it sold 177.89 BTC to fund an $11,698,540 repayment of a convertible instrument and removed 7,718,551 potential shares from its management-derived calculations.

The company reported 2,878 BTC immediately before the sale and 2,700.1090873 BTC after, a reduction of 177.8909127 BTC, or 6.1811% of the pre-transaction treasury. The disposal completed at an average price of $65,762.

Legally issued share capital remained 371,965,705 shares. Using that denominator, gross satoshis per legal issued share fell from 773.73 to 725.90, a decline of about 6.18%.

Smarter Web uses a management-defined fully diluted denominator that starts with issued shares, subtracts 47,449,230 unsold subscription-held shares and adds 35,303,732 in-the-money warrants. After the repayment that figure was 359,820,207 shares. Including the convert’s 7,718,551 potential shares gives a pre-repayment derived denominator of 367,538,758. On that basis gross sats per management-defined fully diluted share declined from 783.06 to 750.41, a drop of about 4.17%.

The convertible instrument, launched in August 2025, was an interest-free, one-year facility funded by a £15,803,733 subscription with a £2.0475 conversion price and 7,718,551 potential shares. The instrument allowed the investor, TOBAM, to convert into shares, receive Bitcoin after costs, or accept a cash payment in pounds, dollars or euros. Smarter Web held a settlement right after Feb. 5 if the share price exceeded £3.07125 for 10 consecutive sessions. The company requested early repayment, which TOBAM supported, and the repayment extinguished the broader Bitcoin-linked claim.

CEO Andrew Webley wrote on X that the conversion price had not been met, management chose to simplify the capital structure and the company treated the instrument more like debt than equity in its treasury analytics.

Under the disclosed subscription structure Smarter Web had deployed 100% of the proceeds into Bitcoin. The company sold those coins and used the cash to settle the convertible rather than transferring Bitcoin in kind.

Smarter Web’s dashboard reported a -4.35% Quarterly Gross BTC Yield for the third quarter, which management attributed mainly to the convert repayment. A transaction-only calculation isolating the sale and the removal of the convert’s potential shares produced a -4.17% change; the two percentages use different measurement windows.

Market-data snapshots using a London Stock Exchange quote of 29.20 pence produced a legal-share market capitalisation of about £108.61 million based on 371,965,705 issued shares. The company’s management-denominator produced a displayed fully diluted market capitalisation of £104.10 million. The dashboard also showed a fully diluted enterprise value of £121.71 million, a reported net asset value of £115.06 million and a gross Bitcoin value of £132.67 million, with enterprise value divided by NAV at roughly 1.06 times.

Smarter Web also maintains a $30 million Coinbase facility without a fixed maturity, secured against Bitcoin. The company’s interim accounts state that a material decline in Bitcoin could require additional collateral or a reduction in the drawn balance on short notice. Future financing choices, including new borrowing, equity issuance, preferred capital or internally generated cash, would change the share denominator, leverage and Bitcoin-per-share figures in different ways.