Stack BTC Seeks £12M Acquisition to Fund Bitcoin Purchases

Stack BTC Plc has agreed to acquire Direct Bullion Ltd, a UK precious metals dealer, for up to £12 million. The deal marks the first step in Stack BTC's merger and acquisition strategy, which aims to pair a cash-generative business with its Bitcoin treasury operations.

The proposed structure involves paying £3 million in cash at completion, issuing roughly £4 million of new ordinary shares subject to a four-year lock-in, and providing up to £5 million through deferred earn-outs. The shares would be issued at no less than 6 pence each or at the price of any new ordinary shares issued by Stack BTC before completion if that price is higher.

Direct Bullion generated £52.1 million in revenue and £2.15 million in profit after tax in the year ended January 31, 2026, representing a 288% growth over the three-year period. The company's operating profit was £3.08 million, while its gross profit was £5.09 million with a gross margin of approximately 9.8%.

The proposed earn-outs are linked to Direct Bullion's future profitability, with about £1 million paid in cash following the 2027 financial year if EBITDA reaches at least £2.5 million, before the cost of Bitcoin purchases. Another £4 million would be payable across years three through five, with roughly £1.33 million paid for each year in which the £2.5 million EBITDA threshold is achieved.