The Smarter Web Company (SWC), a UK-listed technology firm and the country's largest publicly traded Bitcoin holder, has approved a revised subscription agreement allowing for the issuance of 50 million new ordinary shares. The announcement was made in a regulatory filing on December 24, 2025, with the new agreement signed on December 23, 2025, replacing a prior agreement from September 2025.
The company, which trades on the AQSE Growth Market (AQUIS: SWC), OTCQB (TSWCF), and Frankfurt (FRA: 3M8), aims to use the capital to strengthen its growth strategy and its Bitcoin-focused treasury. The firm currently holds 2,664 BTC on its balance sheet. The admission of the new shares to trading is expected to take effect around January 2, 2026, pending regulatory approval.
The new agreement covers both the 50 million newly approved shares and 13.24 million shares issued earlier but not yet sold, bringing the total available allocation to just over 63.2 million shares. Shard Merchant Capital Limited will handle the transaction, with Tennyson Securities acting as the broker. The company will receive 98.25% of sale proceeds, with a 1.75% commission paid to Shard Merchant Capital.
To protect shareholder value and ensure market stability, the agreement imposes strict conditions. Weekly share sales will be capped at 25% of the weekly trading volume, calculated on a rolling basis. Furthermore, shares cannot be sold below the previous day's closing price. The company retains the right to pause or resume sales at its discretion and will publish weekly updates on shares sold, except when no sales occur in a given week.
Once the new shares are admitted, the total number of ordinary shares in circulation will increase to approximately 350.2 million. This will result in dilution for existing shareholders. CEO Andrew Webley's family holding will decrease from about 9.13% to 7.83%, with other directors seeing similar modest reductions. The updated share count will serve as the reference for UK transparency rule disclosures.
CEO Andrew Webley stated, "The updated structure allows us to respond more effectively to market conditions while continuing to raise capital in an orderly and transparent manner." The company, which provides web design and digital marketing services, has accepted Bitcoin payments since 2022 and views its Bitcoin treasury as central to its long-term strategy.
