The Aquis-listed Bitcoin treasury firm Stack $BTC, which lists Nigel Farage among its shareholders, has entered a £12 million arrangement to buy Direct Bullion, a company known for its gold business.
The deal, which is being framed as a way to expand the Frage-backed firm’s digital asset reserve, is being closed with a company with Stack $BTC’s own chief strategy officer on its board.
That kind of arrangement counts as a reverse takeover on London’s challenger exchange.
Stack $BTC buys gold dealer to build digital asset reserve
Stack $BTC beat its own drum by describing its acquisition of DB London Ltd, which trades as Direct Bullion, as a move unlike any other $BTC treasury firm.
The distinction the disclosure specifically noted was that, instead of issuing and selling shares to fund $BTC purchases, Stack $BTC will use the profits from acquired businesses to fund its strategy, which will lift its Bitcoin per share metric.
Direct Bullion reported audited revenue of £52.1 million and post-tax profit of £2.15 million for the year ended January 31, 2026, on its gold coins and bars business.
Stack $BTC noted the inflation-hedge and digital-gold narratives around traditional gold and Bitcoin, respectively.
Another thing the dealing companies share is a director. Paul Withers, who is listed as a Stack $BTC director, substantial shareholder and chief strategy officer, is also the sole director and shareholder of the company selling Direct Bullion.
Per the Aquis exchange’s rulebook, this kind of transaction is designated as a related-party deal under Rule 4.6.
Direct Bullion also has direct dealings with the Reform UK leader, Nigel Farage, himself. BusinessCloud reported that the gold dealer paid Farage roughly £270,000 for a 12-hour promotional engagement that he charged £22,500 per hour for. Farage had also declared earlier payments of £91,200 and £135,000.
Chief executive David Galan, Brendan Kearns and Melisa Lawton, three directors deemed independent of the deal, agreed that the announcement carries enough detail for investors to judge the enlarged group’s prospects.
The £12 million headline is not all cash
The £12 million value put on the deal involves cash, new stock and deferred payments.
- £3 million is due in cash on completion from Stack $BTC’s existing reserves.
- £4 million will be settled in new shares carrying a four-year lock-in.
- An earn-out of roughly £1 million could follow at the end of January if Direct Bullion hits EBITDA. of at least £2.5 million. The EBITDA stipulation will be measured before the cost of any Bitcoin buying.
- Finally, £4 million that is payable across years three to five on the same annual EBITDA conditions.
New shares issued in the deal would price at no less than 6p, according to the Aquis filing.
Because the takeover would cancel Stack $BTC’s current listing, completion also depends on the company being re-admitted to the exchange’s Access Segment, alongside due diligence, definitive documentation and AQSE approval.
The filing states there is no certainty the deal completes.
A relaunch that has shed half its value
Stack $BTC is the renamed successor to Kasei Investment Holdings, which Jai Patel floated in 2021 and later put into voluntary liquidation.
Reworked into a Bitcoin treasury vehicle, it drew in former chancellor Kwasi Kwarteng as executive chair and Farage as an early backer; the Guardian reported in March that Farage invested £215,000 for a stake of about 6.3% through his vehicle Thorn In The Side Ltd.
Patel was removed from the board in April and replaced by Galan.
The firm holds 68.2 Bitcoin worth about $5.2 million, according to tracker bitcointreasuries.net, and BusinessCloud reported its shares have lost half their value over the past six months.
Notably, Farage’s promotion of Direct Bullion at Reform events has already drawn press scrutiny, and the BBC reported in April that the Liberal Democrats asked the Financial Conduct Authority to examine whether Farage’s promotion of a separate £2 million Bitcoin purchase amounted to market abuse.
