00:00:14 [Speaker 1]
Welcome back to the Bitcoin Treasuries podcast.
00:00:16 [Speaker 1]
I’m Tim Kotzman, and I’m excited to be joined by Sander Andersenn today.
00:00:21 [Speaker 1]
Sander, good morning.
00:00:23 [Speaker 1]
Good afternoon.
00:00:24 [Speaker 1]
How are you?
00:00:25 [Speaker 2]
Good morning, Tim.
00:00:26 [Speaker 2]
I’m doing well.
00:00:27 [Speaker 2]
What about you?
00:00:28 [Speaker 1]
Doing well.
00:00:29 [Speaker 1]
Doing well.
00:00:30 [Speaker 1]
Congratulations on the announcement and the merger.
00:00:35 [Speaker 1]
For those that maybe have not been following along for the last couple of years, could you give a little bit of background on yourself, And, then we’ll get into, how all this came to be with the, the merger and acquisition.
00:00:50 [Speaker 2]
Absolutely.
00:00:50 [Speaker 2]
I’m been an entrepreneur since I was 17 in the digital space.
00:00:55 [Speaker 2]
I moved to Switzerland back in 2022 where I spent most of my time, working with family offices, towards bit Bitcoin related investments.
00:01:07 [Speaker 2]
And back in 2025, we originated H100, which was a health tech firm.
00:01:14 [Speaker 2]
We took a public to a reverse takeover in, in Sweden.
00:01:19 [Speaker 2]
And, it took about a month before we bought our first Bitcoin, and with that was was the first Bitcoin treasury company in in Sweden.
00:01:30 [Speaker 2]
Most of the capital was done together with, Adam Back, and we during that from May and during summer, we we raised capital to buy around thousand and 51 Bitcoin.
00:01:43 [Speaker 2]
And since then, we have spent quite some time working with different opportunities.
00:01:50 [Speaker 2]
And one of them was establishing our Swiss platform where, 50% of the management today is located in in Lugano, Switzerland.
00:02:01 [Speaker 2]
And during that process, we also found the deal which we announced yesterday that took us from thousand and 51 to 3,506 Bitcoin, where we did an m and a of two, or it was a actually, three companies, privately held in Norway that we brought, together.
00:02:21 [Speaker 2]
And now we have a combined the combined group holds around, to 3,506 Bitcoin.
00:02:29 [Speaker 2]
So that that’s the that’s the short version.
00:02:32 [Speaker 1]
Alright.
00:02:33 [Speaker 1]
Let’s maybe get into it a little bit.
00:02:35 [Speaker 1]
All of this was executed at what people call one 1x MNAV.
00:02:40 [Speaker 1]
Can you walk us through that a little bit?
00:02:42 [Speaker 1]
What that means?
00:02:44 [Speaker 2]
Yeah.
00:02:45 [Speaker 2]
So, obviously, this industry has been under pressure, since October last year.
00:02:51 [Speaker 2]
And at one point, you you trade below, one times.
00:02:56 [Speaker 2]
And if you want to do anything accretive, to your shareholder, you need to find a way where, both sides of the table value the Bitcoin the same.
00:03:06 [Speaker 2]
And that’s what we did with this transaction.
00:03:09 [Speaker 2]
Our balance sheet before, this transaction was a thousand 51 Bitcoin, and we still have 290,000,000 Swedish kroner in convertible debt.
00:03:21 [Speaker 2]
That debt, stays on.
00:03:25 [Speaker 2]
But it was very important for us when we did did a transaction that, the the combined group valued that, leverage as something that was valuable, to the group.
00:03:37 [Speaker 1]
And
00:03:37 [Speaker 2]
we found a way where each side valued Bitcoin the same.
00:03:42 [Speaker 2]
And therefore, naturally, with the current market, it was valued at one times.
00:03:48 [Speaker 2]
So independent of the stock price, we were able to, say that the Bitcoin you contribute to the merger is is the percentage you own of the new company.
00:03:58 [Speaker 2]
What was beneficial for for h 100 shareholder was that we the debt was not counted.
00:04:05 [Speaker 2]
So it was not, discounted in in the transaction.
00:04:09 [Speaker 2]
So the same debt we had stays on the balance sheet, which means that 219,000,000 Swedish kroner is 20 something million dollars.
00:04:19 [Speaker 2]
On thousand and 51 Bitcoin, we had a leverage of around 30%.
00:04:24 [Speaker 2]
Post transaction, the 2,506, that’s significantly lower closer to 7% if my, my math on top of my mind is is correct.
00:04:34 [Speaker 2]
But the the point of the story is, the company is now, deleveraged.
00:04:40 [Speaker 2]
We was able to do a deal where the Bitcoin was, valued the same.
00:04:47 [Speaker 2]
And in that way, we were also able to create Bitcoin yield for the current shareholders on a fully diluted basis of around 5%.
00:04:56 [Speaker 2]
So this is what we think is is a good structure in in a bear market, but it requires Bitcoiners to do deals together.
00:05:03 [Speaker 2]
It’s it’s not so easy for the traditional financial, industry to understand how you could do deals independent of the stock price, which many value, as the truth.
00:05:18 [Speaker 1]
Can, can you walk through the executives involved and how it came together?
00:05:27 [Speaker 1]
Because some anytime you get more than one person in a room, there’s, and this is not an accusation, but there’s egos involved.
00:05:36 [Speaker 1]
There’s different personalities involved.
00:05:39 [Speaker 1]
What did it take in this case, and what do you think it it will take overall for us to see maybe more m and a activity across the space?
00:05:48 [Speaker 2]
So m and a brings two things.
00:05:50 [Speaker 2]
It brings assets, but it also, brings, a team and humans.
00:05:55 [Speaker 2]
That’s, the new, team in terms of management and and team members, but also new owners.
00:06:03 [Speaker 2]
So, obviously, the first thing you need to to do in an m and a transaction, is to to truly understand who you are dealing with and if you want to to work with them in the long term.
00:06:16 [Speaker 2]
So in this case and I think m and a is is a good way to to get to know each other because m and a goes through multiple stages.
00:06:25 [Speaker 2]
You have the first step is obviously, like, are we able to draft the contract?
00:06:30 [Speaker 2]
Then normally, you do an LOI, which sets before you put in a lot a lot of lawyers into the process, you need to have a simple agreement that this is how we try to to do this deal.
00:06:45 [Speaker 2]
And then all the way, to the final agreement with which is the SPA and a big deals deal like this also requires a lot of shareholder communication because it needs to go through a general meeting.
00:06:59 [Speaker 2]
During that process, you you need to to to talk a lot with each other.
00:07:04 [Speaker 2]
You need to try to figure this out because you agree that the transaction is is good for everyone, but you need to convince all the stakeholders involved, which is a very human driven process.
00:07:17 [Speaker 2]
So what we learned during the process that was that the if the LOI is simple and we can very quickly come to an agreement, It’s normally something you should, should work on.
00:07:30 [Speaker 2]
If the LOI takes too much time, it’s probably some tension and some ego involved that makes the transaction hard.
00:07:38 [Speaker 2]
But in this case, the LOI LOI stage was was quite good.
00:07:43 [Speaker 2]
We we introduced both themes to to each stakeholders.
00:07:47 [Speaker 2]
We got a lot of feedback what they thought was the the best structure of the the new organization.
00:07:53 [Speaker 2]
And those in that that way, we were able to figure out the new management, which we, communicated today where Eirik Rettem is is the new CEO of h one hundred.
00:08:06 [Speaker 2]
His background is from technology.
00:08:09 [Speaker 2]
He I’ve known the principal or the main owner of of the the target company for a long time, and and he has trusted Eirik with his Bitcoin.
00:08:20 [Speaker 2]
And, so it was very natural that he, since he was the CEO of Moonshot, it was very natural that he came in as the CEO of of the group.
00:08:33 [Speaker 2]
Together with him, he he worked with, a guy called Peter Warren, which has over four decades of experience in The Nordics in asset management, banking, and and hedge fund.
00:08:46 [Speaker 2]
And he he will naturally be a very important asset to to the team.
00:08:52 [Speaker 2]
I stay as as the executive chairman as before and and will be part of of the strategy.
00:08:58 [Speaker 2]
And Johannes, which has served as the CEO, he is, in my opinion, one of the best operators in our space.
00:09:06 [Speaker 2]
So it’s very natural for him to go back, back to the COO role.
00:09:11 [Speaker 2]
And in that way, during some dynamic, obviously, always on tension.
00:09:16 [Speaker 2]
There’s always on discussions.
00:09:17 [Speaker 2]
But in the end, and the process took quite a few months, we was able to to put together the structure which we believe is is the best structure going forward.
00:09:29 [Speaker 1]
Can you walk us through how you are thinking about any debt on the balance sheet from here forward and also how you view the preferred equity market?
00:09:42 [Speaker 2]
So, obviously, when you are 33% leverage depends on your your risk appetite with Fiat debt as as we had, you have some limitations in in what you can do.
00:09:53 [Speaker 2]
So a big part of this transaction was obviously to deleverage our balance sheet and and be able to have more free Bitcoin to do new strategies.
00:10:05 [Speaker 2]
I I think it’s two strategies which are, something most treasury companies now are looking into.
00:10:12 [Speaker 2]
One is, digital credit, which maybe will look a little bit different in Europe.
00:10:19 [Speaker 2]
And the other side is yield.
00:10:22 [Speaker 2]
And and yield opens up a lot of questions because you don’t want to give away the upside of of of the Bitcoin.
00:10:30 [Speaker 2]
But what we, believe is you have derivative strategies where you don’t need to give up, the upside of the Bitcoin, but you can still generate some cash flow.
00:10:41 [Speaker 2]
And and the current team we we acquired, has a lot of experience in doing that in a very risk averse way.
00:10:52 [Speaker 2]
I think it’s before we go into that, I think it’s important for the audience to understand who, who the owner of of the company we we bought is because he is a real Bitcoiner.
00:11:06 [Speaker 2]
He founded BitMinter back in 2011, which was one of the biggest mining pools back in the days.
00:11:12 [Speaker 2]
He mined over 1% of the total Bitcoin network, over 200,000 Bitcoin, and he has developed that system, himself.
00:11:23 [Speaker 2]
He he kept, his own Bitcoin for a long period of time.
00:11:27 [Speaker 2]
So he’s a real Bitcoiner.
00:11:29 [Speaker 2]
He has a real Bitcoin perspective, and I think that’s very important when we’re talking about how we generate yield on your balance sheet is very different if you’re a Bitcoiner and if you are a a Fiat, person.
00:11:42 [Speaker 2]
And therefore, I believe that the job they have done has been to to to earn cash flow, pay for the organization, without giving up the upside of the Bitcoin, which was one of the main, or or the most important thing for the principle of of of the Bitcoin.
00:12:02 [Speaker 2]
So I think that’s that’s very important.
00:12:05 [Speaker 2]
And secondly, when it comes to the credit market, we have two, obviously, great examples in the market with strategy, and and strive, which has proven to the market that they could access a lot of fiat capital, accumulate Bitcoin in in a in a very accretive way if if the shareholders are comfortable with with interest rates you’re paying for for having that obligation on your balance sheet.
00:12:33 [Speaker 2]
So all Bitcoin treasury companies needs to think about they have some asset base, which are normally mostly Bitcoin and cash.
00:12:40 [Speaker 2]
And on the other side, you have liabilities, and each of these creates different, opportunities where I believe Strive has a higher leverage rate or or more leverage than than strategy.
00:12:53 [Speaker 2]
In Europe, we we don’t have the same capital markets, as we see in the The US.
00:13:00 [Speaker 2]
Strategy tried to issue, a euro denominated product, which I think they raised successfully for.
00:13:07 [Speaker 2]
But from my knowledge, I don’t think it trades very well, and it hasn’t worked as as they wanted.
00:13:14 [Speaker 2]
And therefore, I believe Michael Saylor also said that he will focus on the dollar market going forward in in the last couple of interviews.
00:13:27 [Speaker 2]
So I believe digital credit is here to stay.
00:13:31 [Speaker 2]
I’m still a little bit more I don’t have the clear playbook of how to play that in in Europe yet.
00:13:40 [Speaker 2]
I’ve I’ve been out there in the market, communicated that maybe in Europe, it’s better to pool the balance sheets together, to be able to get to a size where where, you’re able to attract institutional demand.
00:13:55 [Speaker 2]
And with that size, you can make a a successful, successfully issued, product.
00:14:02 [Speaker 2]
So, obviously, it requires a huge balance sheet.
00:14:07 [Speaker 2]
I think this transaction makes us in a position to raise more capital, to grow faster, less depth on our balance sheet, gives us more flexibility.
00:14:18 [Speaker 2]
But the exact playbook in Europe is still not proven.
00:14:22 [Speaker 2]
We have one example in Sweden, same market as we operate, that have already issued a very, I can very small pref structure in Sweden.
00:14:34 [Speaker 2]
So we know it works.
00:14:36 [Speaker 2]
So it’s it’s an exciting market.
00:14:38 [Speaker 2]
I think it’s a lot of things are going to happen there going forward.
00:14:46 [Speaker 1]
In The US, a company, a public company needs to have an operating business so it’s not reclassified into something that doesn’t wanna be classified into a fund, a closed end fund, or or some, other sort of structure.
00:15:02 [Speaker 1]
What is the reality in your jurisdiction?
00:15:06 [Speaker 1]
Does does h one hundred have an operating business?
00:15:09 [Speaker 1]
Does does Moonshot have a an operating business?
00:15:11 [Speaker 1]
And if so if not, how does it work?
00:15:14 [Speaker 1]
And if so, what are the operating businesses?
00:15:18 [Speaker 2]
Yeah.
00:15:18 [Speaker 2]
So, h one hundred, started as a health tech firm, which are still very much, operating.
00:15:24 [Speaker 2]
It’s a it’s a small health tech firm, which I founded back in in 2016.
00:15:31 [Speaker 2]
So we know the business well.
00:15:33 [Speaker 2]
Obviously, it’s two separate managements, in in those two, companies, but we have the health the legacy HealthTech, business, which are still, on our balance sheet and and our operating company.
00:15:48 [Speaker 2]
For Moonshot and and and the and and the two other companies, they have a company called, PDI, where they have their trading technology, analytic technology.
00:16:02 [Speaker 2]
So so that’s also an operating business.
00:16:04 [Speaker 2]
So we actually now have multiple, operating businesses.
00:16:08 [Speaker 2]
And I think it’s important to say that we we aim to find ways to generate cash flow.
00:16:16 [Speaker 2]
We we think, the I would say the Bitcoin wealth industry is is very, very interesting because there’s a lot of Bitcoiners out there that lack financial services, especially in Europe, that you can use our technology background, and to to basically create those products.
00:16:37 [Speaker 2]
So that’s also what excites me a lot about this transaction, that Eric has, twenty years of experience in in technology.
00:16:47 [Speaker 2]
Peter has, four decades, in in the capital markets, banking, market making, and a few other hedge fund related, things.
00:17:00 [Speaker 2]
All these things makes us very, confident that we can over time and it’s also something Guy said in his shareholder letter open shareholder letter to our shareholders, that that is something we we aim for in in the long term.
00:17:17 [Speaker 2]
So I believe cash flow is important, and I think it’s many cash flow related products and services that you can that doesn’t need to be uncorrelated to to the balance sheet.
00:17:28 [Speaker 2]
And we already see, see that happening.
00:17:36 [Speaker 1]
Both strategy and strive with their digital credit product expect it to have rock, treatment, return of capital dividend treatment, from a tax perspective.
00:17:48 [Speaker 1]
Yeah.
00:17:48 [Speaker 1]
Are there similar, rules and regs over there regarding ROC dividends or anything you can kinda share on that front?
00:17:59 [Speaker 2]
So each restriction is is different.
00:18:02 [Speaker 2]
We we have operational, teams in in Sweden, Norway, and and Switzerland.
00:18:10 [Speaker 2]
And each of these jurisdictions opens different types of opportunities, but we believe that it’s possible to structure an equally attractive credit product in Europe compared to the The US.
00:18:26 [Speaker 2]
Because also the inter the national interest rates in in most of those countries are significantly lower than in The US.
00:18:32 [Speaker 2]
Switzerland, zero.
00:18:34 [Speaker 2]
Sweden, around 2%, and Norway, a little bit higher.
00:18:40 [Speaker 1]
What would a company need to price a digital credit dividend rate at to be kind of above everybody else over there in the same way that, you know, strategy and STRIVR would call it 12 or 13%?
00:18:56 [Speaker 2]
I I I think Europeans are a little bit more risk averse, personalities.
00:19:02 [Speaker 2]
So so I think, it still needs to be, bigger collateral base before we can get prices that are attractive in in the market.
00:19:12 [Speaker 2]
So I think, one of the main, reasons we have looked into consolidation is that we believe size is important to be able to price this at attractive, levels.
00:19:27 [Speaker 2]
So we we we have, a few discussions with Fiat providers that wants to see this product coming live in Europe, but it’s still I I don’t have an exact, number to tell you here.
00:19:57 [Speaker 2]
Yes.
00:19:58 [Speaker 1]
What, number do you think would be the the getting to that certain size that you were speaking of as far as number of Bitcoin, 5,000, 10,000?
00:20:11 [Speaker 2]
I think, around the billion euro, like, 700 to to a billion euro worth of of Bitcoin.
00:20:25 [Speaker 2]
And that’s probably where where where you need to be to attract institutional capital in in Europe.
00:20:34 [Speaker 2]
That being said, I think it’s other like, private wealth is a huge part of of the capital in the world these days.
00:20:41 [Speaker 2]
So you could see, syndicated family offices or or similar type of capital that could accept lower collateral base, and maybe a little bit different structure.
00:20:51 [Speaker 2]
So I would say it’s many path to to the market.
00:20:56 [Speaker 2]
I think we will see and one of the things I work a lot on these days is to truly understand how the Fiat investors are thinking about Bitcoin as collateral, especially when the size of the balance sheet is significant enough for them to care.
00:21:16 [Speaker 2]
So from a capital markets, activity, like, what what I try to do every day at, at work these days is to truly understand the fiat side of things, because what I know is it’s it’s a lot of demand for digital credit.
00:21:32 [Speaker 2]
But it’s still a small gap to, to to be filled.
00:21:40 [Speaker 1]
How, fortunate and and good is it that you’re able to make this amount of progress really at the bottom of a bear market instead of the next bull market timing wise?
00:21:54 [Speaker 1]
Does that make a difference?
00:21:55 [Speaker 1]
How important is that to you?
00:21:58 [Speaker 2]
I think it’s important for, our shareholders to to to see that we can do deals even in in tough environments, that we could structure deals that was was priced significantly above the current share price.
00:22:15 [Speaker 2]
I I think it do a lot with with internal culture to show that we can do deals, and we whatever the market situation is, our job is to go out there and find deals that are are good for our shareholders.
00:22:32 [Speaker 2]
So it it it builds a culture of execution, instead of just waiting, which which I think, for us wanting to be in this industry for the long term is a very important culture to have that each market’s situation opens up for for different types of of opportunities.
00:22:57 [Speaker 2]
So I can’t speak for for the market, but I would say internally, it’s very, very important, and that’s what I’m most proud of in this transaction is that we was able to do it in in very much tough times.
00:23:13 [Speaker 2]
And that builds culture, and and that’s built something we we can create something out of.
00:23:20 [Speaker 2]
It’s always it changed the whole perspective of the organization to say, okay.
00:23:25 [Speaker 2]
This is bad.
00:23:26 [Speaker 2]
This is this is only problems.
00:23:29 [Speaker 2]
On the other side, we see that we can turn that tough environment into opportunities.
00:23:35 [Speaker 2]
And and that’s the the culture we try to build in our organization to find deals at any moment in time that are accretive for our shareholders.
00:23:49 [Speaker 1]
Where can people, reach out to you and the h 100 to follow along and and connect?
00:23:56 [Speaker 2]
So x is probably the the easiest, easiest, mister Anderson and Sandra Anderson, you’ll probably find me.
00:24:07 [Speaker 2]
I’m occasionally also at LinkedIn because that’s that’s where the where the traditional financial industry are, especially in Europe.
00:24:15 [Speaker 2]
So you can find it there on Sander Anderson.
00:24:18 [Speaker 2]
And you could find, both h one hundred on both, x and LinkedIn on h one hundred group.
00:24:28 [Speaker 1]
Awesome.
00:24:28 [Speaker 1]
We really appreciate your time, Sander, and, thanks for joining us on the Bitcoin Treasuries podcast.
00:24:34 [Speaker 1]
And we’ll, we’ll look forward to following along as you continue to build.
00:24:39 [Speaker 2]
Thank you so much, Tim.
00:24:40 [Speaker 2]
Thank you for having me.
00:24:41 [Speaker 1]
Thanks.
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