Finish the Math:
H100 Group

H100 Group listed on NGM, the Nordic Growth Market in Sweden, in April 2025 as a health-tech company. By the end of summer it had raised more than 1,000 Bitcoin without paying a single krona in interest, then converted a quarter of that debt to equity in October in a transaction that reduced drag while adding shares. By March 2026 it had signed a letter of intent to triple its Bitcoin reserve through an all-share merger with two Norwegian entities that the press release correctly described as non-dilutive to Bitcoin per share and that the underlying structure shows is accretive to common equity ownership.

Normalized CEBE at $72K sits at 226.6 sats per share against a BPS of 310.6 sats. Drag is 27.1% and common equity owns 72.9% of the Bitcoin on the balance sheet. From Q3 2025, the first meaningful post-accumulation period, to today, normalized CEBE improved from 186.0 sats to 226.6 sats, a 40.6-sat gain of 22% driven primarily by the October debt conversion reducing net claims by roughly $13 million, partially offset by the 0.94% dilution from the Future Holdings AG acquisition in February 2026. At $150K BTC, converting the remaining SEK 219.8 million bond generates 25.9 million new shares, eliminates all drag, and moves CEBE from 270.2 sats to 288.5. The transaction that reads as dilutive is accretive by 18.3 sats.

The 84.0-sat gap between BPS and CEBE is a SEK 219,800,000 zero-coupon convertible bond that matures in 2030 and has two possible endings. Understanding that bond is the analytical foundation for everything else in the H100 story.

The Three Phases

Phase One: Health Tech with a Bitcoin Resolution (April through June 2025)

H100 listed through a reverse merger in April 2025 as a health-technology platform. Revenue was modest (SEK 11.8 million in FY2025) and the operating model was not designed to generate meaningful cash. The Bitcoin strategy was declared before the first purchase. At Q2, the company held approximately 200 BTC acquired through early directed share issues, with the convertible bond not yet issued. Q2 is the pre-strategy baseline. The meaningful starting point is Q3, when the full accumulation was complete and the balance sheet reflects an actual moment in time.

Phase Two: The Accretive Sprint (July through September 2025)

The summer 2025 activity is the most important period in H100's history. The standard read is that shares tripling in one quarter is a dilution event. The math says otherwise. Between Q2 and Q3, shares outstanding grew from 117 million to 311.5 million, an increase of 194.4 million shares. Over the same period, BTC holdings grew from roughly 200 to 1,046. At Q2, H100 carried no senior claims. CEBE equaled BPS at approximately 171 sats per share, because with no debt and no preferred stock, the full Bitcoin stack belonged to common equity. Each new share issued in the summer 2025 raise delivered approximately 435 sats against a prior CEBE of 171 sats. The raise was accretive, delivering more than 2.5 times the existing Bitcoin exposure per new share. It ranks among the more accretive primary issuances in this category during that period.

Simultaneously, H100 issued SEK 342.3 million in zero-coupon convertible bonds at 0% interest, using the proceeds to fund BTC purchases. The bond was issued in July and funded BTC at a price near $107K. The zero-coupon structure meant no interest payment touched the treasury between issuance and 2030. The entire raise went onto the Bitcoin balance sheet.

Phase Three: The Structural Refinement (October 2025 through February 2026)

In October 2025, holders of SEK 122.5 million of the Tranche 7 convertible exercised their conversion rights, receiving 14,450,468 new shares at the SEK 8.48 conversion price. Shares increased and debt decreased with no BTC changing hands. In isolation that reads as dilutive. New shares against zero Bitcoin acquired. The math shows something different. Reducing the debt from SEK 342.3 million to SEK 219.8 million cut the USD-equivalent net senior claims from approximately $33.6 million to $20.5 million, a reduction of roughly 182 BTC in claims at $72K. The drag improvement from Q3 (44.6%) to Q4 (27.2%) reflects that structural benefit holding against a declining BTC price, with BTC falling from approximately $114K to $88K through the quarter. CEBE held essentially flat at 241.2 sats actual in Q3 and 242.2 sats actual in Q4. The debt conversion absorbed the price decline.

On February 6, 2026, H100 made a small but deliberate addition to the stack, 4.39 BTC purchased at an average price of SEK 604,548 per coin (approximately $65,400 at prevailing FX rates), bringing total holdings to 1,051 BTC. The company posted the announcement with "We bought the dip." At a price well below the October $114K peak, the purchase is a footnote in the accumulation history but a clean signal of ongoing treasury intent between structural events.

On February 12, 2026, H100 closed the acquisition of Future Holdings AG, a Swiss-based Bitcoin treasury and capital markets company. The total consideration was SEK 6,890,740, settled entirely through 3,146,454 new H100 shares at a subscription price of SEK 2.19 per share. The acquisition consideration of SEK 6.9 million is inconsistent with material Bitcoin holdings at current prices, and the February 12 press release still reports total company holdings at 1,046 BTC, unchanged from Q4, which closes the arithmetic without any Future Holdings contribution. On the CEBE ledger this transaction is straightforward. 3,146,454 new shares issued against zero sats, dilutive in isolation at any BTC price. That is the correct framing precisely because the transaction was never designed to accumulate Bitcoin. H100 acquired a Swiss operational base, a regulatory foothold, and the institutional credibility layer represented by Richard Byworth (former Nomura MD and Nasdaq-listed digital asset CEO), Marc Syz (co-founder of SYZ Capital), and Donald Ewer (multi-billion-dollar credit portfolio manager). All three joined initially as consultants and advisors, with their formal election to the board, and Byworth as proposed Chairman, subject to shareholder approval at the EGM expected by June 30, 2026. The dilution is approximately 0.94% of the post-transaction share count. A significant portion of the operational team is now based in Lugano, anchoring the Swiss infrastructure Future Holdings established and positioning the company in one of the most credible digital asset regulatory jurisdictions in Europe before the Norwegian transaction was announced. Post-transaction shares outstanding stand at 338,396,692.

The Key Structural Feature: Zero-Coupon SEK Convert and the Dual-Axis Drag

The SEK 219,800,000 zero-coupon convertible bond is where the H100 story gets complicated.

Because the bond carries no interest, no cash leaves the company between issuance and the 2030 maturity. That structure is often described as free capital, and the description is accurate as far as it goes. The cost is deferred rather than eliminated. At maturity, one of two things happens: H100 repays SEK 219.8 million in cash, or bondholders convert at SEK 8.48 per share, generating 25,919,811 new shares representing 7.7% dilution at the current share count.

Before reaching 2030, the debt creates drag. Working through the conversion chain, SEK 219,800,000 divided by 9.24 SEK/USD equals approximately $23,788,000 gross debt, less cash of $3,314,000 (SEK 30,609,239 at the same rate), leaving net senior claims of $20,474,000. At $72K BTC, that $20,474,000 divided by $72,000 equals 284.4 BTC committed to senior claims. H100's 1,051 BTC base with 284.4 BTC in claims leaves 766.6 BTC for common equity across 338,396,692 shares, 226.6 sats per share. That is the gap between CEBE and BPS.

The drag on that gap moves along two axes simultaneously, and they pull in opposite directions. The debt is denominated in Swedish kronor, so the USD value of the claim is not fixed to BTC price alone.

BTC appreciation works in shareholders' favor. As BTC rises, the fixed-krona debt represents fewer and fewer BTC in claims, the familiar fiat-compression story. The FX axis runs the other way. As USD weakens against SEK, the same krona debt translates to more USD, which translates to more BTC in claims at any given price. It is a headwind layered on top of the convert structure, not a tailwind.

During 2025, USD fell roughly 18% against the Swedish krona, from approximately 11.22 SEK/USD in January to 9.24 SEK/USD in December. In USD terms, the same SEK debt became more expensive across the year. If USD continues to weaken and the rate moves to 8.50 SEK/USD, the debt translates to roughly $25.9 million rather than $20.5 million, adding approximately 50 BTC to the claims stack and pushing drag from 27% toward 30%. If USD strengthens and the rate returns to 10.50, debt falls to roughly $20.9 million, essentially where it is now.

BTC rising fast enough offsets the FX headwind, which is the scenario H100's capital structure was built for. The two axes resolve simultaneously at the 2030 binary, when the krona debt either gets repaid or converts away entirely.

The 2030 binary is not the threat it appears. At $150K BTC and the current structure (1,051 BTC, 338,396,692 shares), CEBE is 270.2 sats per share and drag is 12.9%. If bondholders convert (25.9 million new shares, zero cash out), the result is 1,051 BTC across 364,316,503 shares with no remaining debt, and CEBE rises to 288.5 sats per share. Conversion at $150K is CEBE-accretive by 18.3 sats. The dilution from new shares is smaller than the benefit from eliminating the remaining claims. Bondholders will convert when shares trade above SEK 8.48. As of March 2026, shares trade below that level, so the conversion is out of the money. The binary is a live structural event for 2030, not a near-term catalyst.

If H100 repays in cash instead, drag goes to zero and common equity owns the full reserve, no dilution. Either outcome eliminates the drag.

Secondary Structural Feature: The SPA and the Structure Behind It

The press framing of this transaction, formalized in a binding share purchase agreement signed April 23, 2026, is that H100 is acquiring two Norwegian Bitcoin companies. The public record tells a different version of that story.

Geir Harald Hansen, a Norwegian Bitcoin holder who founded the Bitminter mining pool in 2011, holds the controlling stake in both Moonshot AS and Never Say Die AS. Eirik Grøttum and Peter Warren are not hired operators. Both hold minority equity positions in the target companies alongside Hansen, bringing aligned financial incentives alongside their operational roles. Hansen controls the 70% side of this transaction. The two-entity structure almost certainly reflects a holding arrangement rather than an indication of governance complexity, with Hansen's majority position determining the economics and governance of the combined entity post-close.

What is actually happening is that Hansen is taking his group's Bitcoin stack public through H100's NGM Nordic SME listing, with majority control of the combined entity as the price of admission. Rather than being acquired, he is acquiring control of a listed vehicle by contributing Bitcoin his entities owned, on terms that give him roughly 70% of the post-close company. At that level he controls ordinary shareholder resolutions without the support of a single existing H100 shareholder.

This is worth understanding in context. Hansen founded Bitminter in 2011, one of the earliest large-scale Bitcoin mining pools. The pool mined more than 208,000 BTC across 700,000 users, representing approximately 1% of all Bitcoin that will ever exist. Miners were paid out in real time, so Hansen did not retain the full pool output. But as founder and operator of the pool infrastructure in Bitcoin's early years, his personal accumulation almost certainly predates and exceeds what most institutional buyers could acquire today at any price. The 2,450 BTC coming into H100 through the two holding vehicles is, in all likelihood, old Bitcoin held cheaply, with a cost basis that makes the current BTC price largely irrelevant to the group's economics. H100's own average acquisition cost sits around $114,000 per Bitcoin. The blended cost basis of the combined entity at close is expected to fall well below $90,000 to $100,000 per BTC, depending on market conditions at the July 31 reference date, a meaningful improvement in unit economics.

He now wants what large private Bitcoin holders increasingly want: a regulated public wrapper, institutional credibility, capital markets access, and liquidity without selling. H100 gives him all of that. The health-tech operating business provides regulatory legitimacy as a listed company. The Future Holdings acquisition brought in Richard Byworth, Marc Syz, and Donald Ewer, a capital markets team Hansen did not need to recruit himself. Adam Back, backing both Future Holdings and the SPA, provides the Bitcoin OG network connection that ties the whole structure together. The press describes a Swedish health-tech company making a bold Nordic acquisition. The public record describes a controlling Bitcoin holder and his co-investors using an existing listed vehicle to bring their private Bitcoin position into a regulated public structure, with majority control as the terms of the deal.

None of that changes what existing H100 shareholders gain from the transaction. The SEK 219.8 million debt stays fixed while the BTC reserve triples from 1,051 to 3,501 BTC. At $72K, $20,474,000 divided by $72,000 equals 284.4 BTC in claims, divided by 3,501 BTC total, for an indicative post-close drag of 8.1%. CEBE for existing shareholders improves to approximately 300 sats per share versus 226.6 sats today. Andersen frames each transaction as accretive to shareholders measured in Bitcoin per share. On that measure the deal is flat. The drag collapsing from 27% to 8.1% is what changes, and that is what common equity actually gains. At 3,501 BTC the combined entity would rank as Europe's second-largest listed Bitcoin treasury firm, behind Germany's Bitcoin Group SE.

The SPA resolves several governance unknowns that existed at LOI stage. Hansen is subject to a 12-month lock-up on his consideration shares from the date of close, subject to certain exemptions, providing a meaningful floor of near-term market stability. Obtaining an exemption from the mandatory offer obligation under applicable takeover rules is a named closing condition in the SPA. If that exemption is denied or conditioned in a way that alters the structure, the deal does not close as described. Beyond the lock-up period, Hansen's 70% position gives him the votes to shape board composition at any future AGM. The lock-up is real protection for the near term. What comes after it depends on governance documents and shareholder agreements that the SPA does not fully specify.

One SPA mechanic carries live CEBE implications. The final share count issued to Hansen is determined by the relative BTC holdings of both parties on July 31, 2026, not at signing. Other assets and liabilities are explicitly excluded from that calculation. If H100 accumulates more BTC before July 31, existing shareholder ownership percentage at close increases. If Hansen accumulates more BTC in Moonshot or Never Say Die before July 31, his percentage increases. The 30/70 split is indicative, not locked. Both sides have structural incentive to accumulate between now and July 31.

Andersen confirmed on May 7, 2026 that the target companies are debt-free. The post-close CEBE calculation requires no upward adjustment. The 8.1% indicative drag is clean, and the approximately 300 sats CEBE improvement for existing shareholders stands without caveat.

The $150K That Never Came

When H100 structured the zero-coupon convertible in July 2025, BTC was at approximately $107,000. The bond was priced into a world where BTC was already above most analyst price targets from early 2025. The structure reflected rational assumptions: BTC would continue rising, the 0% interest cost made the debt essentially free in the interim, and the 2030 maturity gave the company four years for the strategy to compound before any resolution was required.

The $150K case is the decision archaeology framing for everything H100 built.

The capital structure was built for that scenario. At 12.9% drag with zero cash interest cost and a 2030 maturity that is likely CEBE-accretive on conversion, $150K BTC is the scenario where H100's structure looks exactly as designed, not a stress test.

The forward-looking question is whether the SPA changes that picture. Post-close at $150K with the pro forma BTC and shares, drag falls to approximately 3.9% because the SEK 219.8 million debt is now a rounding error against a $525 million BTC reserve. The structure the SPA creates at $150K is nearly pure equity. Existing shareholders would own approximately 30% of that structure, as minority participants in a company Hansen effectively controls. The target companies are confirmed debt-free. The CEBE math on the deal is fully resolved. The remaining question is assessment of Hansen as a long-term aligned majority shareholder, and that is a judgment the math cannot make for you.

There is one cost embedded in H100's history worth naming. The decision to use the convertible rather than straight equity in July 2025 introduced the SEK FX variable. At $107K BTC in July 2025, straight equity issuance at summer valuations would have left H100 with zero drag today. The convert generated more BTC per dollar raised than equity at typical BTCTC premiums at the time, and the zero-coupon structure meant no cash drain on the wrapper until 2030. The choice was defensible. The residual drag is the cost of that defensibility, and it compresses with every dollar BTC moves higher.

The wrapper fee is the one variable the $150K framing cannot resolve. FY2025 SBC of SEK 32,260,494 (approximately $3.5 million) inflated it to approximately 2.98% of BTC reserve value, a launch-year ceiling. The health-tech platform generated approximately $1.28 million in revenue as a partial offset, and in April 2026, H100's wholly owned subsidiary Entirebody Coaching AS launched a new group coaching product expanding from one-to-one to one-to-many coaching at scale, adding a second revenue stream and signaling that the operating business has its own growth trajectory independent of the Bitcoin strategy. Andersen has stated the company holds sufficient capital to run operations for the next two to three years without any market activity, meaning the wrapper fee is funded through the 2030 convertible maturity without requiring forced BTC sales or dilutive equity raises. As SBC normalizes, the wrapper fee compresses alongside the drag.

One policy detail distinguishes H100's structural risk profile from others in the sector. Andersen has stated explicitly that H100 will not pursue derivatives strategies, covered calls, or any approach that could trigger a margin call or put Bitcoin holdings at risk. The stated posture is capital preservation over yield enhancement. The structural risk in H100 is the SEK convert and its FX dynamics, not forced liquidation.

The Verdict

H100 Group's scorecard position is 226.6 sats per share (normalized CEBE at $72K, 338,396,692 shares per April 23, 2026 SPA) against a BPS of 310.6 sats. The 84.0-sat gap is entirely explained by a single SEK 219.8 million zero-coupon convertible bond with a 2030 maturity and a conversion mechanic that becomes CEBE-accretive above approximately $72K BTC.

That improvement from Q3 to current did not come from buying more Bitcoin. It came from a debt conversion that reduced claims by roughly $13 million and absorbed a $26K BTC price decline in the process. CEBE captured that structural improvement. BPS captured none of it.

The sharpest number in the piece comes from the 2030 conversion math. At $150K BTC, converting the remaining SEK 219.8 million generates 25.9 million new shares and eliminates all drag, moving CEBE from 270.2 sats to 288.5 sats per share. The transaction that reads as dilutive is accretive by 18.3 sats. Finish the Math.

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