Sixty-Six Capital agreed to pay its controlling shareholder nearly $2 million for the right to buy Bitcoin. Minority shareholders did not vote on the deal.
The counterparty is K33 Holding AS, a subsidiary of K33 AB, which controls Sixty-Six. Under a 12-month agreement dated August 21, the company will pay a non-refundable premium of US$1.93 million for a call option giving it exposure to up to 200 Bitcoin above a strike price of US$100,000 per coin. The option runs until August 21, 2027, can be exercised once for between 100 and 200 Bitcoin, and settles through physical, on-chain delivery against payment of the strike price.
Canadian securities rules normally require a formal valuation and a minority shareholder vote when a controlling party sits on the other side of a deal. Sixty-Six is claiming exemptions from both requirements: it says it is not listed on a specified market and that the premium it is paying K33 does not exceed 25% of the company's market value. The company also did not file a material change report 21 days before signing, as the rules would ordinarily require. The release says management wanted to move quickly.
Sixty-Six also sold its Purpose Bitcoin ETF holdings and used part of the proceeds to repay about CAD 3 million in financing. The rest goes toward the option premium and direct on-chain Bitcoin purchases, shifting the company's exposure from ETF units to a mix of direct holdings and option exposure.
K33 Markets AS — a separate entity within the same K33 group — will handle execution, custody and treasury administration for Sixty-Six's direct Bitcoin holdings. The company says it intends to exercise the option for the full 200 Bitcoin if it finishes in the money, subject to available funding. The US$1.93 million premium is non-refundable — and it goes to the entity that controls the company.