Smarter Web Company Approves 50 Million Share Issue for Growth Strategy

TLDR

• Smarter Web plans to issue 50 million shares to support its capital strategy.
• The company is the UK’s largest publicly traded Bitcoin holder with 2,664 BTC.
• The share sale will be capped at 25% of weekly trading volume to protect shareholders.
• CEO Andrew Webley highlights the flexibility for future growth in the new agreement.

The Smarter Web Company (AQUIS: SWC | OTCQB: TSWCF | FRA: 3M8), a UK-based technology firm with a focus on Bitcoin, announced a new subscription agreement on December 23, 2025. The agreement allows for the issuance of 50 million new ordinary shares.

This decision aims to provide the company with additional capital flexibility as it moves forward with its growth plans. The shares will be available for sale on the AQSE Growth Market, with the admission expected to take effect around January 2, 2026.

This new move will further strengthen the company’s Bitcoin treasury, where it already holds 2,664 BTC, marking it as the UK’s largest publicly traded firm with Bitcoin on its balance sheet. The company confirmed that the 50 million shares will be sold through Shard Merchant Capital Limited, the firm handling the transaction, with Tennyson Securities acting as the broker.

Terms of the New Subscription Agreement

The new subscription agreement replaces the one initially announced in September 2025. Under this updated agreement, the company plans to sell up to 50 million additional shares, building on the 13.24 million shares issued earlier that have yet to be sold. This increases the total share allocation to 63.2 million shares, which will be made available for sale in the open market.

To ensure a controlled and transparent process, the company has set clear conditions for the sale of these shares. A significant aspect of the agreement is the weekly sales cap, which limits share sales to 25% of the weekly trading volume. This system ensures that the market is not flooded with shares in a short period, helping protect shareholder value.

The company will also impose pricing restrictions, ensuring that shares are not sold below the previous day’s closing price. The new shares issued will be fully paid and rank equally with existing shares in terms of dividends and other distributions.

Maintaining Transparency and Flexibility

The Smarter Web Company is committed to maintaining transparency throughout this process. The company will publish weekly updates on the number of shares sold, except in cases where no shares have been sold in a given week. This approach ensures that shareholders are kept informed and that the sale of shares is done in a structured and predictable manner.

In addition, the company retains the right to pause or resume share sales at its discretion, providing it with flexibility to respond to market conditions and investor demand. CEO Andrew Webley stated, “The updated structure allows us to respond more effectively to market conditions while continuing to raise capital in an orderly and transparent manner.”

Impact on Shareholder Stakes

Once the new shares are admitted to trading, the total number of ordinary shares in circulation will rise to approximately 350.2 million. As a result, the existing shareholders, including the company’s directors, will experience some dilution of their stakes. For instance, CEO Andrew Webley’s family holding will decrease from 9.13% to 7.83% after the issuance.

Despite the dilution, the company believes that this move will help secure the capital needed for its next phase of growth, especially in building its Bitcoin-focused treasury. The updated share count will serve as the reference figure for disclosure under UK transparency rules, ensuring that all regulatory requirements are met.

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