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KOMISJA NADZORU FINANSOWEGO |
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Raport bieżący nr |
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2025 |
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Data sporządzenia: |
2025-09-23 |
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Skrócona nazwa emitenta |
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BTCS S.A. |
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Temat |
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Conclusion of a material digital asset availability agreement _Bitcoin_ |
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Podstawa prawna |
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Art. 17 ust. 1 Rozporządzenia MAR - informacje poufne
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Treść raportu: |
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The Management Board of BTCS S.A. with its registered office in Warsaw _the "Company",
the "Issuer"_ hereby informs that on 23 September 2025 the Company concluded with
BIOINFO CORPORATION, a company governed by the laws of the Isle of Man, registration
No. 018197V _the "Provider"_, a digital asset availability agreement _the "Agreement"_.
Key terms of the Agreement:
1. Subject and value: Makingavailable to the Issuer 115 BTC _Bitcoin_ _the "Digital
Assets"_. Reference value indicated in the Agreement: USD 12 937 500.
2. Transfer date: within three business days from the conclusion of the Agreement
and the conclusion of a separate guatantee agreement, but not earlier than 27 September
2025. The transfer will be made to the wallet address indicated by the Company; the
blockchain transaction hash _TxID_ will constitute confirmation of the transfer.
3. Term: 24 months from the date the Digital Assets are transferred to the Company.
4. Return of assets: by the end of the Agreement term, by returning 115 BTC _unless
the Parties agree to extend the availability period_.
5. Provider's fee: 205% per annum, calculated on the quantity of the Digital Assets
made available; payable in a single payment upon the return of the assets.
6. Warrants/Conversion: Within 3 months of receipt of the Digital Assets, the Company
shall take all necessary corporate actions to issue and grant registered subscription
warrants to the Provider. The warrants will entitle the Provider to subscribe for
new shares of the Company in exchange for the conversion of the value of the assets
due for return _valued as of the date of the warrant exercise agreement_. The subscription
price per share will equal the issue price offered to other investors, minus a 10%
discount. Effective exercise of the warrants will be equivalent to complete discharge
of the Company's obligations under the Agreement.
7. Security: Until the effective issuance and delivery of the warrants, TTP Limited
_the "Guarantor"_ will provide a guarantee, secured on the Company's shares held by
the Guarantor, up to 120% of the value of the Digital Assets, i.e. USD 15 525 000.
Detailed termis will be set out in a separate guarantee agreement _a condition precedent
to the transfer of the assets_.
Managements Board's assessment of the impact and benefits for the Company:
The Management Board notes that this Agreement is significantly more advantageous
for the Company compared to the previously reported agreement with TTP Limited, under
which digital assets were delegated to the BTCS validator without transferring complete
disposal to the Company _ESPI current report No. 21/2025_. The new sttructure grants
BTCS complete control over the assets _deposit to a wallet indicated by the Issuer_,
enabling active optimisation of asset use _including validation and staking under
the Company's own risk management regime_ and therefore - according to the Management
Board's assessement - a potentially multiple times higher profitability versus the
pure delegation model. The Issuer also reminds that the Company has commenced generating
operating revenues _rewards from validation and staking_, as disclosed in ESPI's current
report No. 22/2025.
Materiality criterion and purpose of disclosure:
In the Management Board's opinion, the Agreement meets the materiality criterion due
to the value of the assets and the expected impact on the Company's revenues and cash
flows. This disclosure is made pursuant to Article 17_1_ MAR as inside information.
Other provisions:
Amendments to the Agreement must be in written form. The governing law is Polish law
_with appropriate application of provisions on loan agreements to this innominate
agreement_. The competent court shall be the court having jurisdiction over the Company's
regostered office _BTCS S.A._.
Disclaimer:
Realization of the anticipated benefits depends, among other factors, on market conditions
_digital asset prices_, blockchain network parameters, and operational effectiveness.
The conclusion of the guarantee agreement is a condition precedent to the transfer
of the Digital Assets.
Legal basis: Article 17_1_ of the Market Abuse Regulation _MAR_ - inside information
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RB_ASO: Conclusion of a material digital asset availability agreement (Bitcoin)
