Stack BTC seeks $16M gold dealer acquisition to fund Bitcoin purchases

Stack BTC, a publicly listed company whose entire reason for existing is accumulating Bitcoin, wants to buy a gold dealer for up to £12 million (roughly $16 million). The plan: use the gold business’s cash flow to buy more Bitcoin. The lemonade stand does £52.1 million in annual revenue.

The target is Direct Bullion, a London-based precious metals dealer that posted £2.15 million in post-tax profit for the fiscal year ending January 31, 2026. Stack BTC announced the proposed acquisition on September 15, positioning it as the centerpiece of what the company calls its “dual-engine” business model.

How the deal breaks down

The acquisition structure has three layers. First, £3 million in cash drawn from Stack’s existing reserves. Second, approximately £4 million in newly issued shares, priced at a minimum of 6p each and locked up for four years. Third, an earn-out component worth up to £5 million, contingent on Direct Bullion hitting specific EBITDA targets.

That earn-out is doing a lot of heavy lifting. Nearly 42% of the deal’s maximum value depends on performance benchmarks being met, which gives Stack some downside protection if the gold dealer’s numbers soften after the acquisition closes.

This qualifies as a related-party reverse takeover because Paul Withers, a Stack director and chief strategist, controls Direct Bullion. That classification triggers additional due diligence requirements and regulatory approvals before the deal can close.

The strategy behind gold-to-Bitcoin arbitrage

By April 2026, the company had accumulated 68.19 BTC in its treasury. Direct Bullion’s financials suggest the acquisition could meaningfully accelerate that accumulation. A business generating north of £50 million in annual revenue and clearing over £2 million in profit gives Stack a legitimate cash engine.

The Farage factor

Stack BTC’s investor roster includes Nigel Farage, the former Brexit Party leader and Reform UK figurehead, who holds approximately 6.3% of the company following an investment in March 2026.

What this means for BTC treasury firms

Bitcoin treasury companies have traditionally relied on two funding mechanisms: issuing equity or taking on convertible debt. Stack’s approach—acquiring a profitable operating business to generate organic cash flow for Bitcoin purchases—represents a third path.

The related-party nature of this deal adds complexity. Shareholders will need to evaluate whether the £12 million price tag fairly reflects Direct Bullion’s value, or whether the insider dynamic has inflated the terms. The four-year lockup on the equity component is a structural feature of the deal terms.

Disclosure: This article was edited by Editorial Team. For more information on how we create and review content, see our Editorial Policy.