London just slipped a new tool into crypto’s capital stack: a Bitcoin‑denominated convertible that lets listed companies raise cash while stacking sats—and the first tranche is already fully subscribed. Two UK tech names are quietly becoming meaningful corporate BTC buyers, and the terms they’ve chosen are a trading map for volatility, dilution, and treasury accumulation in the months ahead.

What’s Happening

The Smarter Web Company (Aquis: SWC) launched “Smarter Convert,” an interest‑free, Bitcoin‑denominated convertible developed with TOBAM, which purchased the initial $21M tranche via three funds. The first deal references a share price of £1.95, converts at a 5% premium (using 1.3288 GBP/USD), and carries 98% downside protection if not converted within one year. Issuance is capped near 30% of SWC’s unencumbered BTC stash.

Satsuma Technology PLC (LSE: SATS.L) completed a second loan‑note raise of £163.7M, with notes intended to convert to ordinary shares (pending shareholder approval and prospectus). Backers include Kraken, Pantera Capital, DCG, and Borderless Capital. Satsuma acquired 1,097 BTC for £96.8M and now holds 1,126 BTC.

Why It Matters to Traders

- These structures can increase spot demand for BTC during issuance while embedding future equity dilution risk on conversion events.

- If BTC rallies, convertible holders are incentivized to convert, adding equity float; if BTC drops, cash payback triggers can stress issuers’ liquidity.

- UK public‑market adoption diversifies the corporate bid beyond the U.S., potentially smoothing regional flows and adding event‑driven catalysts tied to shareholder votes, prospectuses, and new tranches.

The Numbers to Track

- SWC treasury: 2,050 BTC (avg cost ~$110,040), ranked 27th on BitcoinTreasuries.

- Satsuma treasury: 1,126 BTC (avg cost ~$115,149), ranked 35th.

- Key terms: 5% conversion premium (SWC), 98% repayment floor if no conversion in 12 months.

Actionable Playbook

- Time the catalysts: For Satsuma, watch the shareholder approval and prospectus timeline—conversion approvals can shift equity supply and BTC sensitivity. For SWC, the one‑year window is a volatility clock; price into potential conversion vs. repayment.

- Price the basis: Compare each company’s implied BTC per share versus its market cap and treasury size. When equity trades rich to implied BTC exposure, consider relative value (e.g., long/short equity vs. BTC) around conversion triggers.

- Monitor new tranches: SWC suggests future bonds could be issued at market prices. Increased issuance while BTC dips can strengthen the corporate DCA bid, offering liquidity on red days.

- Hedge the FX layer: SWC uses a GBP/USD 1.3288 reference. FX shifts can affect effective conversion economics—track cable when positioning around events.

Risks to Manage

- Dilution risk on conversion for equity holders; liquidity risk for issuers if BTC underperforms and repayments kick in.

- Regulatory/approval risk (Satsuma’s conversion depends on shareholder vote and prospectus).

- Execution risk if future bond tranches meet thin demand during volatility spikes.

Bottom Line

UK corporates are turning BTC into a financing chassis. Traders who map these issuance calendars, conversion terms, and treasury sizes can anticipate flows, price the equity‑BTC basis, and trade the catalysts—not the headlines.

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