The Swedish-listed treasury company added 2,455 bitcoin by issuing 790 million new shares to the sellers of NSD AS. No cash changed hands on either side of the deal.
H100 Group closed its acquisition of NSD AS on Monday, adding 2,455 bitcoin to its balance sheet and lifting total holdings to 3,506.4 BTC. The Stockholm-listed company paid for the coins entirely in newly issued equity, with no cash consideration.
The structure is unusual enough that H100 is claiming a first: a pure bitcoin-for-bitcoin transaction executed on public markets, with both sides valued exclusively in BTC. H100 issued 790,534,666 new shares at SEK 1.86 apiece, worth roughly SEK 1.47 billion, or about $154 million at Monday's exchange rate. The sellers took promissory notes that were offset against the new equity in a single settlement. Not a krona moved.
The trade-off is dilution on a scale that would sink most listed companies. The new issuance expands H100's share count by around 70 per cent based on the register at close. Existing holders now own materially less of a company that owns roughly three-and-a-third times as much bitcoin. Whether that math works depends on what a listed bitcoin holding vehicle is worth relative to the coins it holds — a premium that Strategy has spent five years training public investors to accept, and one that most European issuers have never priced in.
H100 says NSD AS carries no outstanding financial debt. The target was reorganised before the deal closed so that it directly and indirectly owns two Norwegian operating entities, Moonshot AS and PDI AS. Its previous name was WR Start Up 594 AS, a shell that took the NSD banner ahead of the sale. The seller-side coin count of 2,455 BTC represents almost the entire post-restructuring balance sheet.
The paperwork moved quickly for a deal of this size. H100 first outlined the terms in March, signed a binding share purchase agreement on 23 April, and cleared it through shareholder approval to closing inside four months. Regulators did not obstruct it, and the all-equity structure meant there was no financing risk to unwind if bitcoin sold off during the review window.
The result puts H100 in second place among European public bitcoin treasury companies by holdings. In Europe, where corporate bitcoin adoption has been slower and mostly retail-driven than in the US-listed companies that dominate the space, 3,506 BTC is a large number. It is also small enough that a single meaningful sale would move it materially.
The mechanism changes what a corporate bitcoin deal looks like. Strategy's playbook is to raise cheap debt against equity that trades at a premium to net asset value, use the proceeds to buy bitcoin, and repeat. H100 has done something different: it has traded its own future equity, at a fixed strike price denominated in kronor, for coins its counterparty already held. If the shares fall from SEK 1.86, the sellers took a haircut. If they rise, existing holders were diluted at a discount. The market will set that call in the days after the coins settle on H100's ledger.
The absence of cash also removes one of the standard critiques of bitcoin M&A: that companies with productive operations are hollowing themselves out to fund crypto exposure. H100's operating business is small, its bitcoin thesis explicit, and Monday's deal added no leverage. It is essentially two bitcoin balance sheets being merged into one listed vehicle, with the sellers taking a paper claim on the combined entity instead of a wire transfer.
That structure travels. Any two European issuers with coins on the balance sheet can now point to a public precedent for merging in kind. The regulatory questions have been answered once — around what counts as consideration, how a Nordic bourse handles equity-for-crypto valuations, and how a target's bitcoin gets custodied through a change of control. The next deal of this shape will move faster than four months.
H100 has said little about what comes next beyond confirming custody arrangements. It has not signalled further acquisitions, and the balance sheet after Monday's close is heavy on coins and light on cash, which limits its options for the sort of debt-funded accumulation that has defined the American treasury companies. What it does have is a working template for buying bitcoin without touching fiat, which is exactly the pitch a bitcoin-first company is supposed to make.
