Shares of Stack BTC jumped 7.9% to $1.23 after the UK-listed Bitcoin treasury company proposed acquiring Direct Bullion, a profitable precious-metals dealer, for up to £12 million (~$16 million). The acquisition would mark Stack's first purchase under its strategy of acquiring profitable businesses to finance Bitcoin purchases. For a stock that has been in freefall, the question is whether bolting a real business onto a crypto-buying vehicle is clever financial engineering or a distraction from deeper structural problems.
A Profitable Gold Business Funds a Speculative Bitcoin Treasury
Direct Bullion generated £52.1 million in revenue and £2.15 million in profit after tax in the year ended January 2026.
The proposed acquisition would use cash flow from precious metals sales to build Bitcoin holdings. At the headline price, STAK is paying roughly 5.6 times after-tax earnings — cheap for a profitable operation. But the deal includes £3 million in cash, approximately £4 million in shares, and £5 million in performance-linked cash payments, meaning the upfront cost is modest while the back-end payouts depend on Direct Bullion sustaining at least £2.5 million in annual EBITDA (earnings before interest, taxes, depreciation, and amortization — essentially operating profit) over three to five years. A further earn-out of £4 million is payable over years three to five, subject to EBITDA of at least £2.5 million in each year.
An Insider Is on Both Sides of the Table
The transaction qualifies as a reverse takeover under AQSE rules and a related-party transaction because Paul Withers, a Stack BTC director and substantial shareholder, also controls Direct Bullion. That means a company insider is effectively selling his own business to the company he helps govern — a classic governance red flag that demands intense board scrutiny.
Dilution Has Already Hammered Shareholders
The company's shareholders have been substantially diluted in the past year, with shares outstanding increasing 159% — considered a major risk. Now STAK plans to issue another ~£4 million in new stock for this deal, with shares issued at a minimum of 6 pence and a four-year lock-in.
Stack BTC has lost half of its value in the last six months.
The Bigger Gamble: Bitcoin Itself
Stack BTC's total holdings stood at just 68.19 Bitcoin as of April. Even if Direct Bullion's entire £2.15 million annual profit were converted to Bitcoin, at current prices that adds roughly 28 BTC per year. The entire thesis hinges on Bitcoin appreciating enough to justify layering crypto exposure on top of a low-margin bullion operation — a double bet on two volatile asset classes sharing little strategic logic beyond the hope that gold profits can buy digital gold.