H100 Group signs new investment agreement with Adam Back, securing a SEK 150 million convertible loan guarantee

Under the Investment Agreement, Adam Back (the “Investor”) undertakes to fully underwrite tranche 6 with a commitment of SEK 150 million and is entitled to a minimum allocation of SEK 37.5 million (“Tranche 6”). The Investor is further granted a right to request tranche 7 and 8 to be issued provided that they are triggered within 90 days of signing the previous tranche, and in such case the Investor has a right and an obligation to invest SEK 75 million in each of Tranches 7 and 8. If the Investor does not request the issuance of Tranche 7 and 8 within the applicable deadlines, the right to request issuance of such tranche and any subsequent tranches shall cease to exist in its entirety. Each tranche will be governed by a separate convertible loan agreement, which will regulate the full terms of the loans, and structured as a convertible instrument pursuant to the Swedish Companies Act. The issuance of each tranche is subject to the corporate procedures and approvals required under Swedish law, and the rights and obligations under the Investment Agreement become binding upon adoption of such resolutions.

The proceeds from the convertible loans are intended to be used for the acquisition of Bitcoin as part of H100 Group’s long-term Bitcoin Treasury Strategy.

The conversion price for Tranche 6 has been set at SEK 6.38 per share, representing a 33 percent premium to the Company’s closing share price on 13 June 2025. The conversion prices for Tranches 7 and 8 have been pre-agreed at SEK 8.48 and SEK 11.27, respectively, each reflecting a 33 percent premium to the preceding tranche. Assuming full conversion of Tranche 6 in the amount of SEK 150 million, approximately 23.5 million new shares would be issued, corresponding to a dilution of approximately 16.7 percent based on the total number of shares in the Company following such conversion. This calculation is based on the Company’s current number of issued shares and does not take into account the fully diluted share count resulting from previously announced convertible loans and resolved share issues.

The final size of each tranche will be determined at the sole discretion of the Company’s board of directors, based on what is deemed to be in the best interests of the Company and prevailing market conditions. As of today, the Company intends for the total combined size of Tranches 6–8 to amount to approximately SEK 750 million. The Investment Agreement permits the Company to invite additional investors to participate in each tranche, provided that no investor is offered more favorable terms than those granted to the Investor.

The Board has carefully considered the possibility of raising capital through a rights issue but concluded that the convertible loan structure, including the deviation from existing shareholders’ preferential rights, serves the best interests of the Company. This financing solution ensures swift access to capital while reinforcing the Company’s strategic position through the involvement of value-aligned investors, including Adam Back whose involvement is considered of significant strategic value. Further, the convertible loan structure is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue.

The conversion price has been determined through arm’s length negotiations with the investor and taking into account the Company's financing needs, the alternative cost of other financing and the assessed market interest for an investment in the Company. It is the Board's judgement, based on the above factors, that the conversion price reflects current market conditions and current demand. Against this background, the Board considers the conversion price to be on market terms.

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