INDEPENDENT VERDICT
Capital B S.A. is fundamentally different from most private issuers reviewed by FilingDossier because it is already a publicly traded French company with an active Bitcoin treasury strategy, repeated equity and warrant financings, and public-market disclosure in Europe. The September 14, 2026 Form D reports a $34,971,384 Rule 506(b) offering that was completely sold to 12 investors following an August 28 first sale. The securities are not ordinary pooled-fund interests: the filing selects options, warrants or other rights to acquire securities and the securities issuable upon exercise. Maxim Group LLC is named as the U.S. sales recipient, with estimated commissions of $621,284. Capital B's own public disclosures identify the company as the former The Blockchain Group and describe its strategy as increasing Bitcoin per fully diluted share over time through capital raising, Bitcoin accumulation and financial engineering. As of September 14, 2026, the company said it held 3,525 BTC. The key diligence issue is therefore not whether Capital B exists or owns Bitcoin; those points are well documented. The real question is how repeated warrant, share and convertible-bond issuance affects dilution, Bitcoin per share and investor economics.
FROM THE BLOCKCHAIN GROUP TO A BITCOIN TREASURY COMPANY
Capital B publicly states that it launched its Bitcoin Treasury Company strategy on November 5, 2024. The company remains an operating technology holding company with subsidiaries involved in data intelligence, artificial intelligence and decentralized technologies, but its capital-markets identity has increasingly centered on accumulating Bitcoin as a long-term reserve asset. Capital B explicitly describes its objective as maximizing Bitcoin per fully diluted share and says it ultimately aims to accumulate 1% of Bitcoin's total supply by 2033. This is therefore closer to a corporate treasury strategy than a conventional crypto investment fund. Investors buy or acquire rights linked to the listed company rather than subscribing to a segregated pool of Bitcoin held for fund limited partners.
The company's 2026 disclosures show an aggressive pace of treasury accumulation. Capital B reported 2,836 BTC on March 9, 2,844 BTC on March 16, 2,888 BTC on March 23, 2,937 BTC on April 20, 3,135 BTC on May 18, 3,140 BTC on August 3 and 3,525 BTC by September 14. The September figure was reported by the company itself and is consistent with its broader pattern of using capital raises and warrant proceeds to finance Bitcoin purchases. Those holdings demonstrate scale, but they should not be interpreted as the company's only assets or liabilities, nor should the market value of Bitcoin be equated directly with equity value without accounting for debt, warrants, convertibles, operating businesses, cash and fully diluted share count.
THE AUGUST 28 TRANSACTION CONNECTS DIRECTLY TO THE FORM D TIMELINE
The Form D identifies August 28, 2026 as the first sale date. On that same date, Capital B publicly announced a €21.0 million capital raise from international institutional investors, including strategic investors Adam Back and TOBAM, to accelerate its Bitcoin Treasury Company strategy. The temporal alignment is significant and supports the interpretation that the September U.S. filing relates to the company's broader late-August capital-markets activity. However, the Form D amount of $34.971 million is not identical to the €21 million headline financing figure, so the two should not be treated as perfectly interchangeable without reviewing the complete transaction documentation, currency conversion methodology and all warrant or related-security components.
This distinction matters because Capital B frequently structures financings with attached warrants or multiple security layers. Earlier in May 2026, for example, the company completed a €15.2 million private placement in which each subscribed share carried four warrants. Those warrants had staged exercise prices and, if fully exercised, could have generated approximately €99.1 million of additional capital. The Form D's classification as rights to acquire securities is therefore consistent with Capital B's broader capital-raising model, which relies heavily on warrants, convertibles and other instruments designed to generate future equity capital if specified conditions are met.
ADAM BACK, TOBAM AND OTHER STRATEGIC CAPITAL PROVIDERS
Capital B's 2026 financing history shows repeated involvement from prominent Bitcoin-focused capital providers. Adam Back, co-founder and CEO of Blockstream, has participated through warrant and convertible-bond transactions. TOBAM has participated both through institutional vehicles and an ATM-style capital increase program. In March, TOBAM Bitcoin Treasury Opportunities Fund, TOBAM Bitcoin Alpha Fund and TOBAM Bitcoin Enhanced Fund collectively participated in warrant financing alongside UTXO Management. In May, Capital B completed a separate €1.1 million warrant raise subscribed by Adam Back and a €15.2 million private placement that again included Adam Back and TOBAM among strategic investors.
These relationships give Capital B access to specialized Bitcoin-oriented institutional capital, but they also make the capital structure more complex. Investors need to distinguish ordinary shares currently outstanding from warrants, convertible bonds, potential future shares and other instruments that could increase the fully diluted share count. Capital B itself emphasizes Bitcoin per fully diluted share rather than simply total Bitcoin holdings, which is the correct analytical lens because purchasing more Bitcoin does not necessarily improve shareholder economics if the share count expands even faster.
THE SEPTEMBER FORM D IS A SECURITIES OFFERING, NOT AN SEC-ENDORSED BITCOIN VEHICLE
The September filing reports 12 investors and a fully sold $34,971,384 transaction. Estimated sales commissions of $621,284 represent roughly 1.8% of the disclosed offering amount. Maxim Group LLC is identified as the recipient of sales compensation, creating a clear U.S. broker-dealer distribution link. The filing reports no finder's fees and no direct use of offering proceeds for payments to the listed directors and executive officers.
Capital B's Form D classification is also important. The company selected "Other" rather than pooled investment fund, technology or banking and financial services. That reflects the fact that the issuer is the operating/public company itself. A purchaser is exposed to corporate-level risks including Bitcoin price, capital structure, management execution, public-market liquidity, regulatory changes, financing availability and operating-business performance. The investor does not have a direct segregated claim on a proportional quantity of Bitcoin in the manner one might expect from a custodial Bitcoin product or a private fund structured solely around digital assets.
BITCOIN PER SHARE IS MORE IMPORTANT THAN ABSOLUTE BTC HOLDINGS
Capital B's public strategy is built around increasing Bitcoin per share on a fully diluted basis. That metric is economically more useful than simply celebrating rising Bitcoin holdings. If a company issues shares, warrants or convertible debt to purchase Bitcoin, shareholders benefit only if the value created by the acquisition exceeds the dilution and financing cost associated with the transaction. Capital B reports its own metrics such as BTC Yield, BTC Gain and BTC € Gain, but these are company-defined treasury metrics rather than standardized accounting measures or investment returns.
Investors should therefore independently track total BTC, total debt and convertibles, basic shares outstanding, fully diluted shares, Bitcoin per diluted share and enterprise value relative to Bitcoin net asset value. They should also determine how warrant exercise prices compare with market price and mNAV at the time of issuance. A financing can be accretive to Bitcoin per share under one price environment and dilutive under another.
AN EARLIER U.S. FORM D SHOWS THIS IS NOW A REPEAT REGULATION D ISSUER
Capital B's September filing is not its first U.S. Form D. SEC filing history shows a June 23, 2026 Rule 506(b) notice reporting a separate $17.8 million offering, also involving rights to acquire securities and fully sold. Taken together, the June and September U.S. filings represent $52.77 million of disclosed Form D offering amounts in 2026. Those figures should not simply be added to every European financing announcement to derive total company fundraising because transactions may overlap, may be reported in different currencies and may include warrant components or related securities.
The repeated U.S. filings nevertheless show that Capital B is actively accessing Regulation D alongside its French and broader international capital-markets strategy. This cross-border financing model introduces additional complexity but also gives the company access to U.S. accredited-investor capital while remaining listed in France.
FINAL ASSESSMENT
Capital B has one of the strongest public verification profiles in this D-list. It is a listed French company, publishes frequent Euronext-regulated market releases, maintains an active corporate website, files U.S. Form D notices and publicly reports its Bitcoin holdings and financing transactions. The September Form D independently confirms a fully sold $34.97 million offering involving rights to acquire securities, 12 investors, Maxim Group as the compensated sales recipient and Capital B's current executive team. The company's public disclosures separately establish its Bitcoin treasury strategy and 3,525 BTC balance as of September 14, 2026.
The primary risks are therefore not identity or existence risks. They are capital-structure and market risks. Capital B repeatedly uses warrants, shares and convertible instruments to finance Bitcoin accumulation. Investors should evaluate whether each financing increases or decreases Bitcoin per fully diluted share, how much dilution remains embedded in outstanding securities, what happens if Bitcoin falls materially, whether capital markets remain open during downturns and how operating-company liabilities interact with the treasury strategy. The SEC filing confirms the offering; it does not validate the company's Bitcoin strategy, treasury metrics, valuation or expected shareholder returns.
KEY FINDINGS Capital B S.A. is a French corporation formerly named The Blockchain Group S.A. The company is listed on Euronext Growth Paris under ticker ALCPB. Capital B identifies itself as Europe's first Bitcoin Treasury Company. The Bitcoin Treasury Company strategy was launched in November 2024. The September 14, 2026 Form D reports a $34,971,384 offering. The entire $34,971,384 had been sold. 12 investors participated. The first sale occurred August 28, 2026. The offering relies on Rule 506(b). The securities consist of warrants or other rights to acquire securities and the securities acquired upon exercise. Maxim Group LLC is identified as the U.S. sales-compensation recipient. Estimated sales commissions are $621,284. Finder's fees are reported as $0. Jean-Philippe Casadepax-Soulet is CEO. Jean-Francois Marie Rene Descaves is Chairman. Alexandre Laizet is Deputy CEO. Ludovic Chechin-Laurans is a Director. Capital B publicly reported 3,525 BTC held as of September 14, 2026. The company also filed a separate $17.8 million Form D in June 2026. The two 2026 Form D offerings total approximately $52.77 million in disclosed offering amounts. Those Form D amounts should not automatically be added to all European financing announcements because transactions and security components may overlap. Capital B's principal investment issue is dilution and Bitcoin-per-share economics rather than simple verification of Bitcoin ownership.
2026 BITCOIN HOLDING PROGRESSION March 9, 2026 — 2,836 BTC March 16, 2026 — 2,844 BTC March 23, 2026 — 2,888 BTC April 20, 2026 — 2,937 BTC May 18, 2026 — 3,135 BTC August 3, 2026 — 3,140 BTC September 7, 2026 — 3,521 BTC September 14, 2026 — 3,525 BTC
2026 U.S. FORM D HISTORY June 23, 2026 Offering amount: $17,800,000 Amount sold: $17,800,000 Security type: Rights to acquire securities / underlying securities Exemption: Rule 506(b)
September 14, 2026 Offering amount: $34,971,384 Amount sold: $34,971,384 Investors: 12 First sale: August 28, 2026 Security type: Rights to acquire securities / underlying securities Exemption: Rule 506(b) Sales commissions: $621,284 Sales recipient: Maxim Group LLC
WEBSITE / ENTITY PENETRATION Official company: Capital B S.A. Former name: The Blockchain Group S.A. Official domain: cptlb.com CIK: 0002141268 Euronext Growth Paris listing: Confirmed Ticker: ALCPB U.S. OTC symbol: CPTLF Puteaux address match: Confirmed Jean-Philippe Casadepax-Soulet executive relationship: Confirmed Alexandre Laizet executive relationship: Confirmed Jean-Francois Descaves board relationship: Confirmed Ludovic Chechin-Laurans board relationship: Confirmed Bitcoin Treasury Company strategy: Confirmed 3,525 BTC holding as of September 14, 2026: Company-reported Adam Back strategic financing relationship: Confirmed through company disclosures TOBAM strategic financing relationship: Confirmed UTXO Management financing relationship: Confirmed in earlier 2026 warrant transaction Maxim Group U.S. placement role: Confirmed in Form D Specific September U.S. investor identities: Not disclosed in Form D Exact overlap between September Form D and European August financing: Requires transaction-document reconciliation
CORE INVESTOR QUESTIONS How many basic shares are currently outstanding How many fully diluted shares could exist after all warrants and convertibles What is current Bitcoin per basic share What is current Bitcoin per fully diluted share How much dilution remains embedded in outstanding warrants What are the exercise prices and maturities of each warrant series What convertible bonds remain outstanding Can convertibles be repaid in Bitcoin What is total corporate debt How much unrestricted cash is held How much Bitcoin is pledged or encumbered, if any Who provides custody for the Bitcoin treasury How many wallets or custodians are used What internal controls govern Bitcoin transfers How does management calculate BTC Yield How does BTC Yield differ from shareholder return What mNAV premium or discount does the stock trade at At what mNAV levels does management consider new equity issuance accretive How much of future capital will be used for Bitcoin versus operating subsidiaries How does the September Form D relate to the August 28 €21 million financing What rights do the 12 U.S. investors hold What additional dilution could arise if all related securities are exercised
CORE RISKS Bitcoin price volatility Equity dilution Warrant overhang Convertible-bond dilution Potential mNAV contraction Dependence on continued access to capital markets Public-market volatility Currency risk between euro financing and Bitcoin exposure Corporate treasury concentration Custody and operational security risk Regulatory risk around digital assets Potential dilution from accelerated warrant exercise Operating-company liabilities Difference between company-defined BTC metrics and accounting returns Risk that total BTC rises while BTC per diluted share declines
SEC SNAPSHOT Issuer: Capital B S.A. Former name: Blockchain Group S.A. CIK: 0002141268 Form: D Filed: September 14, 2026 First sale: August 28, 2026 Jurisdiction: France Address: 102 Terrasses Boieldieu, Tour W, 92800 Puteaux, France Phone: +33 6 95 48 01 61 Industry: Other Exemption: Rule 506(b) Security: Option, Warrant or Other Right to Acquire Another Security; Security to Be Acquired Upon Exercise Offering amount: $34,971,384 Amount sold: $34,971,384 Remaining: $0 Investors: 12 Minimum investment reported: $0 Sales commissions: $621,284 Finder's fees: $0 Use of proceeds to related persons: $0 Sales recipient: Maxim Group LLC Maxim Group CRD: 120708 CEO: Jean-Philippe Casadepax-Soulet Chairman: Jean-Francois Marie Rene Descaves Deputy CEO: Alexandre Laizet Director: Ludovic Chechin-Laurans
PRIMARY EVIDENCE REVIEWED SEC / Form D — Capital B S.A., September 14, 2026 SEC / Form D — Capital B S.A., June 23, 2026 Capital B — official corporate website Capital B — 2026 Bitcoin Treasury Company announcements Euronext — Capital B regulated company announcements Capital B — August 28, 2026 institutional capital raise announcement Capital B — May 2026 warrant and private-placement disclosures Capital B — September 2026 Bitcoin holdings disclosures
IMPORTANT FORM D NOTICE Form D is a notice of an exempt securities offering. Filing with the SEC does not mean the SEC has approved, endorsed, verified or recommended Capital B, its Bitcoin Treasury Company strategy, its Bitcoin holdings, its warrants, its valuation or its expected shareholder returns. Capital B is a publicly traded operating company rather than a pooled Bitcoin investment fund. Investors should evaluate the complete capital structure, fully diluted share count, outstanding warrants and convertibles, Bitcoin custody, corporate liabilities and Bitcoin-per-share economics before assessing the securities.