The Smarter Web Company PLC sold nearly 178 Bitcoin to repay a $11.7 million convertible financing instrument to TOBAM Group approximately two weeks before its maturity, eliminating a potential share issuance while maintaining its long-term Bitcoin treasury strategy.

Early Repayment of Smarter Convert Instrument

The U.K.-listed company repaid its $11.7 million Smarter Convert instrument to TOBAM Group roughly two weeks ahead of schedule. Smarter Web funded the repayment by selling 177.8909127 BTC at an average price of $65,762 per Bitcoin, with the repayment totaling $11,698,540.

The original August 2025 agreement required at least 98% of subscription proceeds to be invested in Bitcoin, but Smarter Web allocated the full amount. The repayment covered the Bitcoin acquired from those original subscription proceeds. The company requested the early settlement, which TOBAM supported. Following the transaction, Smarter Web removed the sold Bitcoin from its fully diluted treasury analytics.

The early repayment also eliminated the potential issuance of 7,718,551 ordinary shares linked to the financing structure, reducing possible shareholder dilution and simplifying the company's capital structure. Convertible instruments like the TOBAM facility are commonly used by growth-stage companies to raise capital while deferring equity dilution; by settling in cash ahead of maturity, Smarter Web avoided issuing those shares at a time when its stock had already come under pressure from analyst downgrades.

CEO Signals Shift Away from Convertible Funding

Chief Executive Andrew Webley said the Smarter Convert instrument served the company well during an earlier stage of its Bitcoin treasury plan, providing balance sheet strength and financial flexibility.

"As the Company has evolved, so too has our approach to capital allocation," Webley said. He noted that while the company still sees possible value in fiat- and Bitcoin-denominated convertible instruments, it no longer considers them the appropriate funding mechanism.

"We do not currently believe they represent the right capital solution for The Smarter Web Company," Webley stated.

The announcement signals a shift in financing strategy as Smarter Web transitions beyond the initial phase of its treasury expansion. The company thanked TOBAM for supporting both the financing structure and the early repayment. The move also reflects a broader calculus for companies running Bitcoin treasuries: as holdings grow, the cost of servicing convertible debt — including potential share dilution — can outweigh the balance sheet benefits that made such instruments attractive during the accumulation phase.

Bitcoin Treasury Strategy and Holdings

Smarter Web launched its Bitcoin treasury strategy in April 2025, following a 2023 corporate policy update to accept BTC payments. Since then, the company has spent approximately £233 million (roughly $311 million) acquiring Bitcoin, with most purchases funded through more than £225 million in capital raises. Nearly all proceeds were deployed into the Bitcoin treasury. The approach mirrors a model pioneered by other publicly listed companies that have adopted Bitcoin as a primary reserve asset, using capital raises and debt instruments to accumulate BTC on their balance sheets.

After the sale to repay the TOBAM instrument, Smarter Web reported it still holds 2,700 BTC. The company has described its accumulation plan as part of a long-term corporate treasury policy, previously referencing it as a "10 Year Plan" centered on holding and adding Bitcoin over time.

In September 2025, Smarter Web appointed Coinbase Institutional as an additional Bitcoin custody partner, citing improvements to security, risk management, and treasury operations through a multi-custodian model. At that point, the company held 2,470 BTC following a 30 BTC purchase.

By October 2025, holdings increased to 2,650 BTC after a further 100 BTC acquisition valued at approximately £9.08 million ($12.1 million). The latest repayment followed continued additions to the company's Bitcoin reserves, leaving Smarter Web with 2,700 BTC even after the disposal of nearly 178 BTC for the TOBAM settlement.

Smarter Web shares gained nearly 2% in early Thursday trading despite the Bitcoin sale. Earlier in the week, TD Cowen reduced its price target on the stock by 36% after revising its Bitcoin outlook.