H100 Group AB has entered into a binding share purchase agreement to acquire Moonshot AS and Never Say Die AS, formalizing a transaction previously outlined in a March 23rd, 2026 letter of intent.

The deal is structured as a share-for-share exchange with no cash consideration. 

Shares will be issued to the sellers based on their proportional contribution of Bitcoin to the combined entity, using aggregate holdings as of July 31st, 2026. 

The subscription price per share will be calculated by converting H100’s Bitcoin holdings into Swedish kronor using the Coinbase BTC/SEK spot rate, divided by the total number of shares outstanding.

If completed, H100’s Bitcoin holdings are expected to increase from 1,051 Bitcoin to approximately 3,500 Bitcoin. 

Based on current levels, ownership of the combined company would be about 30% for existing H100 shareholders and 70% for shareholders of the acquired companies.

The principal seller, Geir Harald Hansen, has agreed to a 12-month lock-up period on the issued shares, subject to certain exemptions.

H100 stated that the transaction would increase its Bitcoin base and the amount of unencumbered collateral available. 

The company will remain the listed parent entity, and its existing operations, including its health technology business, will continue unchanged.

The company has previously referenced support for its Bitcoin treasury strategy from external industry participants, including Blockstream CEO Adam Back, who has described Bitcoin as “digital gold.”

Completion is subject to customary conditions, including internal restructuring by the sellers, shareholder approval for the share issuance, regulatory exemptions, and no material adverse changes prior to closing.

The transaction is expected to close in August 2026.

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