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| KOMISJA NADZORU FINANSOWEGO | |
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| | Raport bieżący nr | 24 | / | 2025 | a |
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| Data sporządzenia: | 2025-09-23 | | | | | | | | | |
| Skrócona nazwa emitenta | | | | | | | | | |
| BTCS S.A. | |
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| Conclusion of a material digital asset availability agreement (Bitcoin) | |
| Podstawa prawna | | | | | | | | |
| Art. 17 ust. 1 Rozporządzenia MAR informacje poufne
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| Treść raportu: | | | | | | | | | |
| The Management Board of BTCS S.A. with its registered office in Warsaw (the "Company", the "Issuer") hereby informs that on 23 September 2025 the Company concluded with BIOINFO CORPORATION, a company governed by the laws of the Isle of Man, registration No. 018197V (the "Provider"), a digital asset availability agreement (the "Agreement").
Key terms of the Agreement:
1. Subject and value: Makingavailable to the Issuer 115 BTC (Bitcoin) (the "Digital Assets"). Reference value indicated in the Agreement: USD 12 937 500.
2. Transfer date: within three business days from the conclusion of the Agreement and the conclusion of a separate guatantee agreement, but not earlier than 27 September 2025. The transfer will be made to the wallet address indicated by the Company; the blockchain transaction hash (TxID) will constitute confirmation of the transfer.
3. Term: 24 months from the date the Digital Assets are transferred to the Company.
4. Return of assets: by the end of the Agreement term, by returning 115 BTC (unless the Parties agree to extend the availability period).
5. Provider's fee: 205% per annum, calculated on the quantity of the Digital Assets made available; payable in a single payment upon the return of the assets.
6. Warrants/Conversion: Within 3 months of receipt of the Digital Assets, the Company shall take all necessary corporate actions to issue and grant registered subscription warrants to the Provider. The warrants will entitle the Provider to subscribe for new shares of the Company in exchange for the conversion of the value of the assets due for return (valued as of the date of the warrant exercise agreement). The subscription price per share will equal the issue price offered to other investors, minus a 10% discount. Effective exercise of the warrants will be equivalent to complete discharge of the Company's obligations under the Agreement.
7. Security: Until the effective issuance and delivery of the warrants, TTP Limited (the "Guarantor") will provide a guarantee, secured on the Company's shares held by the Guarantor, up to 120% of the value of the Digital Assets, i.e. USD 15 525 000. Detailed termis will be set out in a separate guarantee agreement (a condition precedent to the transfer of the assets).
Managements Board's assessment of the impact and benefits for the Company:
The Management Board notes that this Agreement is significantly more advantageous for the Company compared to the previously reported agreement with TTP Limited, under which digital assets were delegated to the BTCS validator without transferring complete disposal to the Company (ESPI current report No. 21/2025). The new sttructure grants BTCS complete control over the assets (deposit to a wallet indicated by the Issuer), enabling active optimisation of asset use (including validation and staking under the Company's own risk management regime) and therefore - according to the Management Board's assessement - a potentially multiple times higher profitability versus the pure delegation model. The Issuer also reminds that the Company has commenced generating operating revenues (rewards from validation and staking), as disclosed in ESPI's current report No. 22/2025.
Materiality criterion and purpose of disclosure:
In the Management Board's opinion, the Agreement meets the materiality criterion due to the value of the assets and the expected impact on the Company's revenues and cash flows. This disclosure is made pursuant to Article 17(1) MAR as inside information.
Other provisions:
Amendments to the Agreement must be in written form. The governing law is Polish law (with appropriate application of provisions on loan agreements to this innominate agreement). The competent court shall be the court having jurisdiction over the Company's regostered office (BTCS S.A.).
Disclaimer:
Realization of the anticipated benefits depends, among other factors, on market conditions (digital asset prices), blockchain network parameters, and operational effectiveness. The conclusion of the guarantee agreement is a condition precedent to the transfer of the Digital Assets.
Legal basis: Article 17(1) of the Market Abuse Regulation (MAR) - inside information | |
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| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | |
| 2025-09-23 | Marlena Lipińska | President of the Management Board | | |
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