Strategic rationale
Sixty Six’s core strategy is to operate as a Bitcoin treasury company, with an objective of accumulating Bitcoin and increasing Bitcoin per share over time. Following completion of the transaction, this strategy is expected to continue unchanged.

For K33, the transaction supports the Company’s Bitcoin treasury strategy, which is designed not only to build long-term Bitcoin exposure, but to use the balance sheet actively as part of the business. By expanding its indirect Bitcoin holdings, K33 expects to increase the capacity of its operating platform and the flexibility with which capital can be deployed across the Group and Associated companies, to the benefit of both K33 and Sixty Six.

K33 is built for large trades and serious capital, serving larger private clients, corporates, and institutional investors who prioritize deep liquidity, competitive pricing, and reliability. The Company offers personalized client support, flexible FX solutions, secure custody, and lending products, enabling clients to transact efficiently and deploy digital assets as part of broader treasury and investment strategies.

This operating model differentiates K33 from passive Bitcoin treasury companies. A larger effective Bitcoin balance directly supports K33’s revenue-generating operations, including treasury-backed lending and other capital-efficient solutions. Through the acquisition of shares in Sixty Six, K33 expects to further strengthen this differentiated position by directly linking balance sheet growth to operational capability and long-term value creation for both companies.

Terms of the acquisition
The purchase price for the acquisition amounts to CAD 4,738,296, corresponding to 95 percent of the net asset value attributable to the shares acquired. An amount equal to 26.32 percent of the purchase price shall be set off against newly issued shares in K33, at a subscription price per share of SEK 0.02136, corresponding to the average of the last five Business Days' closing price of K33’s share on Nasdaq First North Growth Market. The share component of the purchase price will represent a dilution of approximately 2.56 percent of the total number of shares in K33.

In addition to the purchase price, the sellers are entitled to an aggregate maximum earnout cash payment of CAD 462,800, in the event of a sale of all shares in Sixty Six within twelve months from the closing of the transaction.

The shares in K33 to be issued to the sellers at closing will be subject to lock-up; half of which will be subject to a lock-up period of three months and half of which will be subject to a lock-up period of six months.

Closing of the transaction is conditional upon, among other things, the transaction qualifying as an exempt take-over bid under Canadian rules and Sixty Six having received, obtained, and/or been granted any and all necessary regulatory approvals, permits, consents and other authorisations required in connection with the Transaction in Canada, and closing will take place following the satisfaction or waiver of the closing conditions.

Impact on the financial position
The acquisition, if completed, will increase the balance sheet assets of K33 with an amount equal to the purchase price and the assets will, as per the date hereof, provide indirect exposure to approximately 66 BTC, based on Sixty Six’ current Bitcoin ETF holdings (this equals K33’s share of Sixty Six, post-closing, multiplied with its current holding of BTC).

Advisors
K33 has been advised by Wikborg Rein, as lead legal counsel, and by Bennett Jones, with respect to Canadian law, and by TM & Partners, with respect to Swedish law.