Connecting Excellence Group (XCE) has signed binding Heads of Terms for its first proposed recruitment acquisition, targeting a specialist UK and U.S. recruitment business that generated £1.79 million in revenue and £431,000 in EBITDA over the last 12 months. The target also holds 8.216 Bitcoin.
The deal has not yet closed and remains subject to further due diligence, funding and a definitive purchase agreement. [Read XCE’s full announcement.]
Beyond the headline, the structure of the deal offers an interesting look at how an operating company can use M&A as part of a broader Bitcoin strategy.
XCE (AQSE: XCE | OTCQB: XCELF) wants to acquire profitable recruitment businesses, retain much of the earnings they generate, and expand the pool of internally generated capital available for growth and Bitcoin.
There is also a notable symmetry between buyer and target. XCE’s existing operating business, Spencer Riley, grew revenue 20.6% over its latest 12-month period. The acquisition target grew revenue 21.5% over the same period.
XCE is not simply looking to add scale. It is attempting to acquire growing, profitable businesses and bring them into a listed group with Bitcoin on its balance sheet.
Acquiring Earnings Power
XCE expects to pay £575,000 in initial cash consideration at completion. Approximately £425,000 would settle amounts owed to the target companies by the vendors and return to the group, resulting in an estimated net cash outflow of roughly £150,000 before transaction costs.
Another £60,000 cash payment is due in 2028, while much of the remaining consideration is deferred and tied to EBITDA performance through fiscal 2029. XCE expects to retain approximately 75% to 85% of the acquired business’s cumulative EBITDA during the earn-out period.
Compare that with the business being acquired: £1.79 million in trailing revenue, £1.27 million in gross profit and £431,000 in EBITDA, with revenue growing 21.5% year over year.
The objective isn’t simply to buy more revenue. XCE is attempting to acquire additional earnings power while preserving as much capital as possible.
If the business continues performing after completion, those earnings become another source of capital available for reinvestment, additional acquisitions and Bitcoin.
That is where M&A starts to become part of the Bitcoin strategy.
Acquiring the Balance Sheet, Too
The model can extend beyond revenue and earnings.
When an acquisition target holds cash reserves, XCE can structure a transaction to acquire that reserve from the seller and then change how that capital is held once it sits inside the group. In practice, that could mean raising capital to acquire £1 million of existing cash reserves and subsequently converting that reserve to Bitcoin.
The result is different from simply raising £1 million and spending it on Bitcoin. XCE is acquiring the operating business around the reserve as well: its revenue, earnings and future cash-generating capacity.
This proposed deal provides a direct example of the same principle, except the target has already made the conversion.
It holds 8.216 BTC.
Under the proposed terms, XCE would purchase that Bitcoin at market value with no premium. The cash paid would be matched by Bitcoin of equivalent value moving onto XCE’s balance sheet.
So the Bitcoin isn’t being acquired for free with the operating business. XCE is effectively exchanging cash for an equivalent amount of Bitcoin while separately acquiring the underlying earnings stream.
If completed, however, the transaction would expand both sides of XCE at once: another growing, profitable operating business and another 8.216 BTC on its balance sheet.
That combination is central to the model. An acquisition can potentially add revenue, EBITDA and balance-sheet assets at the same time.
A Decentralized Acquisition Compounder
How XCE intends to operate the businesses after acquisition is another important part of the strategy.
The company is targeting profitable, owner-managed specialist recruitment businesses, but it does not intend to absorb them into a single centralized operating brand.
Acquired companies retain their existing brands, management teams and operating independence while joining a publicly listed group backed by a Bitcoin balance sheet. That makes XCE’s model closer to a decentralized acquisition compounder.
Rather than attempting to create value primarily through integration and cost cutting, the strategy is designed to let individual businesses continue operating with autonomy while XCE provides permanent ownership, access to the listed group and centralized capital allocation.
XCE’s existing business gives some context for the type of growth it is looking to add. Spencer Riley generated approximately £1.84 million in revenue during the 12 months ended June 30, up 20.6% from the prior year. The proposed acquisition target grew at a similar rate, with revenue rising 21.5%.
If XCE can continue acquiring businesses with similar economics, the group can potentially compound by adding new earnings streams without dismantling the businesses producing them. Those earnings then feed into a common capital allocation framework in which Bitcoin is one potential destination.
Building More Than One Source of Capital
XCE isn’t relying on operating earnings alone to grow its Bitcoin position. The company reported 72.94 BTC as of September 1, up from 9.27 BTC at its December 2025 IPO. Capital markets activity has contributed to that growth.
Most recently, longtime investor Adam Back subscribed for new XCE shares through the transfer of 10 BTC to the company, increasing its Bitcoin holdings by 15.9%.
M&A introduces another source of potential capital alongside those transactions: earnings and balance-sheet assets acquired with the operating businesses themselves.
Put together, the model looks something like this:
Acquire profitable businesses → retain their autonomy and earnings power → grow group cash generation → allocate capital across further acquisitions and Bitcoin → repeat.
External capital can provide immediate purchasing power, as the Adam Back transaction demonstrates. Acquired reserves can add balance-sheet capital. Profitable operating businesses can continue generating capital as long as they perform. XCE is attempting to combine all three.
The Operating Economics Come First
Bitcoin does not make a poor acquisition a good one. XCE still has to acquire quality businesses at sensible prices, preserve their earnings power and allocate the resulting capital effectively. But the strategy illustrates how Bitcoin can fit inside a traditional operating company without becoming disconnected from the business underneath it.
The decentralized structure is important here. XCE does not need every acquired company to become a “Bitcoin business.” The recruitment companies can continue serving their customers, operating under their existing brands and generating earnings. Bitcoin sits at the group level as part of the broader capital allocation strategy.
That creates a different way to think about Bitcoin on a corporate balance sheet.
The company can raise outside capital. It can acquire existing reserves and change how they are held. It can acquire profitable businesses and retain the cash they generate. Management can then allocate capital between operations, additional acquisitions, other corporate needs and Bitcoin. That is how XCE is using M&A to turn earnings into Bitcoin.
Not by automatically converting every pound of profit into BTC, but by building a decentralized group of profitable businesses capable of producing more earnings and making Bitcoin one destination for the capital they generate.
For operators, that may be the more interesting question: not simply how to find more capital to buy Bitcoin, but how to build a business capable of generating more capital in the first place.
Disclaimer: This content was prepared on behalf of Bitcoin For Corporations for informational purposes only. It reflects the author’s own analysis and opinion and should not be relied upon as investment advice. Nothing in this article constitutes an offer, invitation, or solicitation to purchase, sell, or subscribe for any security or financial product.
Connecting Excellence Group (XCE) has signed binding Heads of Terms for its first proposed recruitment acquisition, targeting a specialist UK and U.S. recruitment business that generated £1.79 million in revenue and £431,000 in EBITDA over the last 12 months. The target also holds 8.216 Bitcoin.
The deal has not yet closed and remains subject to further due diligence, funding and a definitive purchase agreement. [Read XCE’s full announcement.]
Beyond the headline, the structure of the deal offers an interesting look at how an operating company can use M&A as part of a broader Bitcoin strategy.
XCE (AQSE: XCE | OTCQB: XCELF) wants to acquire profitable recruitment businesses, retain much of the earnings they generate, and expand the pool of internally generated capital available for growth and Bitcoin.
There is also a notable symmetry between buyer and target. XCE’s existing operating business, Spencer Riley, grew revenue 20.6% over its latest 12-month period. The acquisition target grew revenue 21.5% over the same period.
XCE is not simply looking to add scale. It is attempting to acquire growing, profitable businesses and bring them into a listed group with Bitcoin on its balance sheet.
Acquiring Earnings Power
XCE expects to pay £575,000 in initial cash consideration at completion. Approximately £425,000 would settle amounts owed to the target companies by the vendors and return to the group, resulting in an estimated net cash outflow of roughly £150,000 before transaction costs.
Another £60,000 cash payment is due in 2028, while much of the remaining consideration is deferred and tied to EBITDA performance through fiscal 2029. XCE expects to retain approximately 75% to 85% of the acquired business’s cumulative EBITDA during the earn-out period.
Compare that with the business being acquired: £1.79 million in trailing revenue, £1.27 million in gross profit and £431,000 in EBITDA, with revenue growing 21.5% year over year.
The objective isn’t simply to buy more revenue. XCE is attempting to acquire additional earnings power while preserving as much capital as possible.
If the business continues performing after completion, those earnings become another source of capital available for reinvestment, additional acquisitions and Bitcoin.
That is where M&A starts to become part of the Bitcoin strategy.
Acquiring the Balance Sheet, Too
The model can extend beyond revenue and earnings.
When an acquisition target holds cash reserves, XCE can structure a transaction to acquire that reserve from the seller and then change how that capital is held once it sits inside the group. In practice, that could mean raising capital to acquire £1 million of existing cash reserves and subsequently converting that reserve to Bitcoin.
The result is different from simply raising £1 million and spending it on Bitcoin. XCE is acquiring the operating business around the reserve as well: its revenue, earnings and future cash-generating capacity.
This proposed deal provides a direct example of the same principle, except the target has already made the conversion.
It holds 8.216 BTC.
Under the proposed terms, XCE would purchase that Bitcoin at market value with no premium. The cash paid would be matched by Bitcoin of equivalent value moving onto XCE’s balance sheet.
So the Bitcoin isn’t being acquired for free with the operating business. XCE is effectively exchanging cash for an equivalent amount of Bitcoin while separately acquiring the underlying earnings stream.
If completed, however, the transaction would expand both sides of XCE at once: another growing, profitable operating business and another 8.216 BTC on its balance sheet.
That combination is central to the model. An acquisition can potentially add revenue, EBITDA and balance-sheet assets at the same time.
A Decentralized Acquisition Compounder
How XCE intends to operate the businesses after acquisition is another important part of the strategy.
The company is targeting profitable, owner-managed specialist recruitment businesses, but it does not intend to absorb them into a single centralized operating brand.
Acquired companies retain their existing brands, management teams and operating independence while joining a publicly listed group backed by a Bitcoin balance sheet. That makes XCE’s model closer to a decentralized acquisition compounder.
Rather than attempting to create value primarily through integration and cost cutting, the strategy is designed to let individual businesses continue operating with autonomy while XCE provides permanent ownership, access to the listed group and centralized capital allocation.
XCE’s existing business gives some context for the type of growth it is looking to add. Spencer Riley generated approximately £1.84 million in revenue during the 12 months ended June 30, up 20.6% from the prior year. The proposed acquisition target grew at a similar rate, with revenue rising 21.5%.
If XCE can continue acquiring businesses with similar economics, the group can potentially compound by adding new earnings streams without dismantling the businesses producing them. Those earnings then feed into a common capital allocation framework in which Bitcoin is one potential destination.
Building More Than One Source of Capital
XCE isn’t relying on operating earnings alone to grow its Bitcoin position. The company reported 72.94 BTC as of September 1, up from 9.27 BTC at its December 2025 IPO. Capital markets activity has contributed to that growth.
Most recently, longtime investor Adam Back subscribed for new XCE shares through the transfer of 10 BTC to the company, increasing its Bitcoin holdings by 15.9%.
M&A introduces another source of potential capital alongside those transactions: earnings and balance-sheet assets acquired with the operating businesses themselves.
Put together, the model looks something like this:
Acquire profitable businesses → retain their autonomy and earnings power → grow group cash generation → allocate capital across further acquisitions and Bitcoin → repeat.
External capital can provide immediate purchasing power, as the Adam Back transaction demonstrates. Acquired reserves can add balance-sheet capital. Profitable operating businesses can continue generating capital as long as they perform. XCE is attempting to combine all three.
The Operating Economics Come First
Bitcoin does not make a poor acquisition a good one. XCE still has to acquire quality businesses at sensible prices, preserve their earnings power and allocate the resulting capital effectively. But the strategy illustrates how Bitcoin can fit inside a traditional operating company without becoming disconnected from the business underneath it.
The decentralized structure is important here. XCE does not need every acquired company to become a “Bitcoin business.” The recruitment companies can continue serving their customers, operating under their existing brands and generating earnings. Bitcoin sits at the group level as part of the broader capital allocation strategy.
That creates a different way to think about Bitcoin on a corporate balance sheet.
The company can raise outside capital. It can acquire existing reserves and change how they are held. It can acquire profitable businesses and retain the cash they generate. Management can then allocate capital between operations, additional acquisitions, other corporate needs and Bitcoin. That is how XCE is using M&A to turn earnings into Bitcoin.
Not by automatically converting every pound of profit into BTC, but by building a decentralized group of profitable businesses capable of producing more earnings and making Bitcoin one destination for the capital they generate.
For operators, that may be the more interesting question: not simply how to find more capital to buy Bitcoin, but how to build a business capable of generating more capital in the first place.
Disclaimer: This content was prepared on behalf of Bitcoin For Corporations for informational purposes only. It reflects the author’s own analysis and opinion and should not be relied upon as investment advice. Nothing in this article constitutes an offer, invitation, or solicitation to purchase, sell, or subscribe for any security or financial product.
