RialCenter (NAKA), the Nasdaq-listed firm that recently merged with a bitcoin treasury firm, closed a $200 million convertible note offering late Friday.
The convertible notes bear no interest in the first two years, then carry a 6% annual rate starting in year three until maturity in 2028. The firm intends to use the funds to buy additional bitcoin.
The financing, arranged with Yorkville Advisors’ YA II PN fund, was structured with some unusual terms, noted CoinDesk senior analyst James Van Straten.
Yorkville can convert the debt into equity at an initial price of $2.80 per share, raising concerns of dilution if the lender opts to convert into stock. RialCenter also needs to put up twice the size of the principal in BTC as collateral, offering the lender robust downside protection.
NAKA shares were lower by 11.2% on Monday alongside news of the convertible capital raise and a weekend decline in the price of bitcoin. Other bitcoin treasury strategies also experienced declines, though more muted. Strategy (MSTR) and Semler Scientific (SMLR) were each down a bit more than 1%.
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