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ANALYSIS

H100 Is Buying Bitcoin Scale, Not A Business

By HodlingBTC Editorial · · 7 min read

H100 Group's proposed combination with Moonshot AS and Never Say Die AS is, at its core, a Bitcoin balance sheet transaction.

The company first announced the deal through a letter of intent on 23 March 2026. The structure was described as an all share acquisition of the two Norwegian companies, with no cash consideration. The key principle was that ownership in the combined company would be determined by the amount of Bitcoin contributed by each side. H100 held approximately 1,051 Bitcoin. The target companies held approximately 2,450 Bitcoin. Together, the group would hold approximately 3,501 Bitcoin.

That matters because the transaction is not presented as a conventional acquisition where one side sells operating assets at a negotiated enterprise value. It is presented as a Bitcoin for Bitcoin combination. Existing H100 shareholders would contribute the listed platform and 1,051 Bitcoin. The sellers of Moonshot and Never Say Die would contribute the target companies and approximately 2,450 Bitcoin. Based on the holdings disclosed at the time of the letter of intent, existing H100 shareholders would own about 30 percent of the combined company and the target company shareholders about 70 percent.

On 23 April 2026, the letter of intent became a binding share purchase agreement. H100 described the deal as a share for share transaction with no cash consideration. The company said closing was expected in August 2026, subject to customary conditions and approval by the upcoming general meeting.

The Mechanic

The number of consideration shares will be determined based on the parties' Bitcoin holdings on 31 July 2026. The calculation is made on a Bitcoin for Bitcoin basis, with other assets and liabilities not taken into account. The subscription price per consideration share will equal the value of H100's Bitcoin holdings, converted into Swedish kronor at the Coinbase BTC SEK spot rate on 31 July 2026, divided by H100's 338,396,692 shares in issue.

That is the important detail. The consideration is not calculated by valuing the operating businesses separately. It is calculated by comparing Bitcoin contributed.

The Seller

The central person in the transaction is Geir Harald Hansen.

Hansen owns the target companies, according to H100's earlier transaction announcement. He founded Bitminter in 2011, one of the early Bitcoin mining pools. H100 stated that Bitminter had more than 700,000 users and mined more than 208,000 Bitcoin, representing around 1 percent of all Bitcoin that will ever exist.

In the shareholder letter published by H100, Hansen says his companies have managed approximately 2,450 Bitcoin after Bitminter. He says the group has built expertise in software development, asset management and trading, with the aim of reducing risk, protecting capital and generating cash flow on top of the Bitcoin holdings.

The same letter also states the economic claim clearly. Hansen says ownership in the combined company is determined by Bitcoin contributed, with no discount, no special share class and no financial engineering. Every share carries the same Bitcoin behind it, including his own.

The Control Issue

The structure creates scale, but it also creates control concentration.

H100's annual general meeting notice states that the Swedish Securities Council has granted Hansen an exemption from the mandatory bid obligation in relation to the directed issue of shares under the share purchase agreement. The exemption is conditional on shareholders being informed before the meeting of the capital and voting share Hansen may obtain, and on the directed issue being approved by the required majority excluding Hansen's directly and indirectly held shares.

The same notice states that, upon subscription of the shares in the directed issue, Hansen's direct and indirect ownership may amount to a maximum of 75 percent of the shares and votes in H100.

Hansen will also have a 12 month lock up on the consideration shares from closing, subject to certain exemptions.

That is the tradeoff. The deal increases H100's Bitcoin holdings by adding approximately 2,450 Bitcoin. It also introduces a controlling shareholder who may own up to 75 percent of the company after closing.

The Debt Point

The transaction is not debt free.

H100 describes the deal as having no cash consideration. The company also says existing debt obligations after completion will be supported by a Bitcoin base more than three times larger, reducing balance sheet leverage.

That distinction matters. The company is not saying that H100 has no debt. It is saying that the same obligations would be supported by a much larger Bitcoin base.

The Operating Assets

Moonshot and Never Say Die are not described only as passive Bitcoin holding companies.

H100 says the target companies are privately held Norwegian companies focused on Bitcoin accumulation and Bitcoin investment strategies. The target team includes Eirik Grøttum and Peter Warren. Grøttum is CEO of Moonshot and has a background in systematic trading, software development and asset management. Warren is CIO of Moonshot and has experience as a hedge fund manager, chief investment officer, dealer and derivatives market participant.

Hansen's letter frames this as more than a treasury merger. It says Moonshot brings technology expertise, asset management capabilities and institutional quality trading strategies, while H100 brings a listed structure, access to capital markets, investor relationships and the discipline of being a public company.

The Listed Platform

H100 remains the listed parent company.

The company said the transaction does not change the listing structure, legal entity or overall business model. H100's existing health technology business is also expected to continue unchanged. The stated plan is to combine the larger Bitcoin balance sheet with H100's capital markets platform and the target companies' investment and technology capabilities.

That makes the deal different from a simple treasury purchase. H100 is not spending cash to buy Bitcoin. It is issuing shares to acquire companies that hold Bitcoin and bring a team around that Bitcoin.

The Meeting

The transaction requires shareholder approval.

The annual general meeting is scheduled for 23 June 2026 in Stockholm. The notice includes a specific authorization for the board to issue shares to the sellers of Moonshot AS and Never Say Die AS in accordance with the 23 April 2026 share purchase agreement. It also includes proposed changes to the articles of association to allow a much larger number of shares after the issuance of the consideration shares.

At the time of the notice, H100 had 338,396,692 shares and votes. The proposed post transaction articles would allow not less than 1,100,000,000 and not more than 4,400,000,000 shares.

The Real Question

The merger is easy to describe but important to understand.

H100 is exchanging a smaller listed Bitcoin treasury company for a much larger one. The disclosed Bitcoin base would rise from 1,051 Bitcoin to about 3,500 Bitcoin. The payment is newly issued H100 shares. The seller side receives control because it contributes most of the Bitcoin.

The positive case is scale. H100 becomes a much larger listed Bitcoin treasury company in Europe, with more Bitcoin, a larger balance sheet, a stronger shareholder base and an investment team connected to the target companies.

The neutral reading is that no shareholder gets more Bitcoin per share merely because the transaction is large. The structure is designed so that ownership follows Bitcoin contributed. The gain is therefore not automatic accretion. The gain is scale, liquidity, capital markets relevance and the possibility that a larger platform can create value around the Bitcoin base.

The risk is governance. A transaction that may give one shareholder up to 75 percent of the votes changes the shareholder structure of H100. Hansen addresses that directly in his letter, saying he understands that a single 70 percent owner may not be ideal long term and that he intends to work to diversify the investor base.

That is the H100 merger in one sentence: a Bitcoin for Bitcoin consolidation that triples the treasury, keeps H100 listed, brings in Hansen and Moonshot, and turns control into the central issue.