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Smarter Web dumped 177.89 Bitcoin. The sale cleared an $11.7 million convertible instrument and wiped out the threat of 7.72 million new shares hitting the market. Disclosed July 23, the deal closed at an average price of $65,762 per coin, just ahead of the instrument’s maturity date.
But here’s the catch — shareholders didn’t exactly come out ahead.
Bitcoin Per Share Actually Fell
The company’s Bitcoin reserves dropped 6.18% as a direct result of the sale. The total legally issued share count stayed flat at 371,965,705 — unchanged. So even though the convertible’s potential shares never materialized, each existing share now represents less Bitcoin than it did before. Specifically, Bitcoin exposure fell 6.18% per legally issued share and 4.17% per management-defined fully diluted share. That’s not a minor rounding error. That’s a real dilution of the asset backing each share, just not the kind that shows up in the share register.
Before the transaction, Smarter Web held 2,878 BTC. After selling 177.89 coins — roughly 6.18% of the pre-transaction treasury — the reserve sat at 2,700.11 BTC. The math is pretty straightforward, even if the optics are a little murky.
The management-defined diluted share count did shrink, from 367,538,758 to 359,820,207, because Smarter Web’s internal analytics use a different denominator than the legal share count. So on that metric, the dilution looks less severe. But the legal share count didn’t budge, which means any investor counting shares the traditional way saw their Bitcoin-per-share ratio fall without getting fewer shares in return.
The Instrument TOBAM Held
The convertible instrument was set up back in August 2025. It was structured as a one-year, interest-free tool, and it gave the holder — TOBAM — a menu of settlement options. TOBAM could convert to shares, take Bitcoin directly, or receive equivalent value in fiat. Flexible terms, basically.
The conversion price was never met. So management stepped in early and chose to repay in cash rather than hand over Bitcoin or let TOBAM convert into equity. That decision avoided share dilution, yes. But it also meant selling a chunk of the treasury to fund the repayment. The trade-off is real. Smarter Web kept its share count clean but paid for that cleanliness in sats.
Originally, the instrument’s structure required at least 98% of proceeds to be invested in Bitcoin. The company went further, deploying a full 100%. That commitment to Bitcoin allocation is pretty consistent with how Smarter Web has positioned itself — as a company that runs its treasury around the coin rather than alongside it.
And the repayment did simplify things. One less maturity date on the calendar. One fewer creditor with a Bitcoin-linked claim sitting on the books.
Coinbase Facility and What’s Left to Manage
Smarter Web still carries a $30 million credit facility with Coinbase. It’s secured against Bitcoin and has no fixed maturity date — which sounds flexible until you read the fine print. The company’s own interim accounts flag that a sharp drop in Bitcoin’s price could force Smarter Web to post additional collateral or pay down the borrowed balance. That’s a real operational risk, especially with a treasury that just got 6% smaller.
The quarterly gross BTC yield for Q3 came in at -4.35%. That number tracks the movement of gross sats per management-defined diluted share over the quarter and has nothing to do with Bitcoin’s market price or the company’s day-to-day operations. It’s a pure treasury metric. And right now it’s negative, mostly because of the convertible repayment.
Smarter Web’s fully diluted market cap, using the management-defined denominator of 359,820,207 shares, sat at £104.10 million. Enterprise value was £121.71 million. Net asset value came in at £115.06 million. The gap between enterprise value and net asset value is narrow — which means the premium cushion available for any future equity raise isn’t huge. Not a crisis, but not a lot of room either.
So where does that leave things? The capital structure is cleaner now. TOBAM’s conversion option is gone. The near-term maturity risk is gone. But the Coinbase facility is still there, still Bitcoin-collateralized, still sensitive to price swings. And the treasury is smaller than it was a month ago.
Management seems to think the trade-off was worth it. Retiring a financial obligation that carried Bitcoin-linked settlement risk probably felt like the right call, especially with the conversion price never coming close to being triggered. The company put 100% of the original proceeds into Bitcoin, held through the instrument’s life, and then sold 177.89 coins to close it out.
The quarterly gross BTC yield sits at -4.35% for Q3.
Frequently Asked Questions
How much Bitcoin did Smarter Web sell and at what price?
Smarter Web sold 177.89 Bitcoin at an average price of $65,762 per coin, raising enough to repay an $11.7 million convertible instrument held by TOBAM.
Did the sale reduce Bitcoin per share for Smarter Web investors?
Yes — Bitcoin exposure dropped 6.18% per legally issued share and 4.17% per management-defined fully diluted share, even though the legal share count remained unchanged at 371,965,705.
