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Satsuma’s Board Said Keep the Bitcoin. Shareholders Voted 90% the Other Way

By Isaac • July 22, 2026 3:22 pm • Comments

Satsuma’s board told shareholders to keep the Bitcoin strategy alive.

Shareholders answered with a vote that was not remotely close.

More than 90% backed a return of capital. More than 90% also backed the cancellation of the company’s London listing.

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The result gives Satsuma authority to prepare the sale of its Bitcoin and unwind the listed treasury vehicle that management had argued was worth preserving.

It does not mean the 668 Bitcoin have already been sold.

That distinction is essential because the final cash return will depend heavily on the price obtained, the pound-dollar exchange rate, warrant exercises, termination costs and approval of the capital reduction by the UK High Court.

But the governance verdict is already final.

In its official general-meeting result, Satsuma reported that 7.87 billion votes, or 90.63%, supported returning substantially all of the company’s capital. The delisting resolution passed with 90.59% support.

Both measures needed at least 75%, and they were interdependent. A defeat for either one would have stopped the return-and-delisting plan.

The company said its board had approved immediate action to prepare to close the trading activities and sell the Bitcoin. It also set August 3 as the expected record time for entitlement to the B shares used in the capital-return structure, with court confirmation and final sale proceeds still required before money can be distributed.

One word in that sentence carries most of the near-term risk: prepare.

Until execution, the size of the pot still moves with Bitcoin.

The result also set an indicative legal timetable. Satsuma expects to seek High Court directions on August 13, return for a confirmation hearing on September 8, cancel the listing on September 14 and dispatch payments or CREST transfers by September 28.

Those dates depend on the court process and can change. The vote authorizes the plan; it does not complete the capital reduction or lock the sale price.

The lopsided vote is more striking because the board had explicitly recommended the opposite outcome.

A group representing more than 20% of Satsuma’s issued capital had requested the proposal. The board agreed to put it to a vote, but its six directors split four to two.

The four-person majority urged shareholders to reject the capital return and delisting. Two dissenting directors supported them.

Satsuma even issued a clarification on July 3 after some nominee summaries incorrectly told investors that the board favored the resolutions. It told shareholders to disregard that description and restated that the four-person majority opposed both the return and the delisting, while two dissenting directors supported them.

It wrote the recommendation in capital letters: vote against.

Shareholders rejected that recommendation by roughly nine to one, leaving no ambiguity about which plan the voting owners preferred for the listed company.

The same update showed why the board fight was economically charged. Using a July 1 Bitcoin price of $59,923, Satsuma illustrated potential net distributions ranging from £25.5 million to £31.7 million, depending on warrant exercises and whether roughly £3 million of surplus cash was included.

Those scenarios already deducted an estimated £2.7 million in transaction and termination costs and retained £2 million for working capital. The company stressed that none of the figures was a forecast.

Why would owners of a Bitcoin-treasury company vote to sell the Bitcoin?

Satsuma’s own numbers show why the question cannot be answered with a simple bullish-or-bearish label.

As of June 30, its monthly fact pack listed 668.48 BTC with a market value of £29.44 million. The average acquisition cost was £84,026 per coin, compared with a June 30 market price of £44,042, and the company reported no Bitcoin purchases or disposals during the month.

That produced an unrealized loss of £39,984 per Bitcoin at that particular snapshot, while basic net asset value stood at 0.30 pence per share and fully diluted NAV at 0.25 pence.

The figure is not a realized loss and it is not a live quote. Bitcoin can move substantially before the sale.

The more revealing number may be Satsuma’s reported mNAV of 0.80x.

The same report listed £33.23 million in combined Bitcoin, cash and cash equivalents, with no debt or other material liabilities.

Trading had been suspended on July 1 because audited accounts missed the June 30 deadline, leaving shareholders without a live market price while they considered the vote.

That means the company’s market capitalization stood at a discount to the value of the Bitcoin it held. Investors were assigning less value to the public wrapper than to the treasury asset inside it.

For a listed Bitcoin vehicle, that discount can change the logic of the whole strategy.

When shares trade above net asset value, a treasury company can issue stock, raise capital and buy more Bitcoin in a way that may increase Bitcoin per share. The premium becomes part of the machine.

When the stock trades below asset value, issuing more equity risks dilution. The wrapper stops creating an obvious advantage and starts consuming value through overhead, execution risk and management decisions.

Satsuma reported no debt or other material liabilities in the fact pack, but it still faced the recurring cost of maintaining a listed company and trying to turn a treasury into an operating strategy.

The board’s answer was not passive holding.

In the June 24 circular, the majority directors proposed reducing annual operating expenses toward £1 million, borrowing against Bitcoin on what they described as conservative loan-to-value terms, and putting proceeds into yield-generating Bitcoin-backed instruments. Their target would have cut the annual cost base by about £5.6 million from the £6.6 million contemplated in the company’s prospectus.

They also described covered-call strategies designed to earn premium income and potentially buy additional Bitcoin.

That plan offered a route to grow Bitcoin per share without ordinary-equity issuance.

It also would have introduced new layers of market, counterparty and execution risk around an asset whose appeal is often its simplicity, while placing the outcome and additional financing decisions back in management’s hands.

The majority argued that the London listing and treasury could still support a substantive operating strategy. It warned that liquidation would dismantle one of only two fully listed Bitcoin-treasury vehicles in the United Kingdom and leave about £2 million in a cash shell after the distribution.

The circular also acknowledged the alternative in plain terms: sell all the Bitcoin, return the net proceeds and cash balances pro rata, pay the shutdown costs and cancel the listing.

Shareholders chose the simpler proposition: sell the treasury, return most of the capital and shut down the listed experiment.

The capital structure made that choice even more contentious.

Satsuma said two groups of convertible-note holders had entered at sharply different prices.

One group converted about £4 million at 0.2 pence per share and also received seed warrants at the same exercise price. A second group converted about £86.8 million at 1 penny per share—five times the price.

A pro-rata capital return pays the same amount per share regardless of what each holder originally paid.

On the board’s July illustrations, the early tranche could recover more than its original investment while the later tranche could absorb an aggregate loss of roughly £64.7 million to £67.3 million.

Those were company estimates, not guaranteed outcomes. They assumed the original noteholders still held their shares and relied on fixed Bitcoin prices, exchange rates, cash balances, costs and warrant scenarios.

Still, they expose the fault line.

The vote was also a decision among shareholder groups with different entry prices, different warrant rights and different views of whether management could make the wrapper valuable again.

That is why describing the result as a universal rejection of corporate Bitcoin treasuries would go too far.

A treasury company trading at a durable premium, raising accretive capital and keeping costs low presents a different choice.

Satsuma entered this vote with its shares temporarily suspended because its audited accounts had not been published by the June 30 deadline. The company said neither the directors nor the auditors could assess its position and prospects without knowing whether the capital return would proceed.

Owners were therefore voting on the future of a structure whose public-market price was unavailable and whose audited numbers were delayed.

They chose net asset value over another attempt to earn a premium.

The next stage is mechanical but not risk-free.

The record time for entitlement to the new B shares is expected at 6 p.m. UK time on August 3. Warrant holders have until then to exercise if they want the resulting ordinary shares included in the return.

Satsuma expects a High Court directions hearing on August 13 and a confirmation hearing on September 8.

If the timetable holds and the court approves the reduction, the listing is expected to be cancelled on September 14, with payments and CREST transfers dispatched by September 28.

Every date after the shareholder meeting remains conditional and indicative.

The final distribution cannot be known until the Bitcoin is sold, costs are paid and the eligible share count is settled.

That leaves one last irony.

Shareholders voted for certainty by more than 90%, but the amount they receive still rides on the same volatile asset they chose to liquidate.

The board wanted more time to prove that a listed company could turn 668 Bitcoin into something worth more than 668 Bitcoin.

The owners decided they would rather have the value inside the wrapper than keep betting on the wrapper itself.

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