Africa Bitcoin Corporation (ABC), South Africa’s indexed Bitcoin treasury company and fiscal products and services team, faces a brand new struggle over who joins its board after 4 administrators, together with its chairperson and period in-between leader govt, resigned following a shareholder push to take away them.
With simply two administrators ultimate, the corporate should rebuild its board whilst a separate call for to nominate two new non-executive administrators stays unresolved.
The dispute centres on two shareholder calls for. Buyers conserving roughly 76% of ABC’s stocks known as for the appointment of 2 new non-executive administrators, a transfer the board adversarial on governance grounds. A next call for, sponsored via shareholders conserving roughly 71.8% of the corporate’s stocks, sought the removing of 4 present administrators.
All 4 have since resigned, making the removing resolutions useless, however the authentic call for for 2 new appointments stays in drive.
ABC now faces a governance take a look at at a essential level in its transformation from a small-business financier right into a Bitcoin treasury corporate. Shareholders have compelled out maximum of its board, however the struggle over who must exchange them stays unsettled, elevating questions on how the corporate will steadiness investor regulate, regulatory scrutiny, and impartial oversight because it pursues its new technique.
The 4 administrators who resigned are Norma Sephuma, board chairperson; Stafford Masie, the corporate’s period in-between leader govt officer (CEO); and impartial non-executive administrators Snowy Masakale and GG Alcock. The corporate disclosed the departures in a Stock Exchange News Service (SENS) announcement on Monday, following the supplementary shareholder call for.
The departing administrators mentioned that they had no longer taken the verdict calmly, however that variations with WGW Capital Proprietary Restricted, an ABC shareholder, had turn into irreconcilable.
“Not too long ago, on the other hand, subject material variations emerged between the Board and WGW,” ABC mentioned within the announcement.
The rest administrators are Robin Coode, an impartial non-executive director, and Jonathan Phillips, the corporate’s monetary director. They’re operating with the corporate’s advisers to revive the board and committee constructions consistent with statutory, regulatory, and JSE record necessities.
Shareholder push for brand new administrators
The dispute started with the call for for 2 further administrators, which the board addressed in an October 8 announcement. ABC said that shareholders had validly demanded a gathering beneath phase 61(3) of the Firms Act, however mentioned it didn’t improve the proposed appointments at the moment.
“The Board’s worry relates basically to governance and regulatory integrity given the phenomenal cases these days going through the Team,” ABC mentioned.
The corporate wired that its objection used to be no longer a basic evaluation of the applicants’ skilled enjoy or features. It dedicated to taking the vital steps to convene the assembly and put the proposed resolutions to shareholders in line with appropriate prison and regulatory necessities.
Then again, the announcement didn’t establish the proposed applicants, specify a gathering date, or supply additional information about the board’s objections.
The unique appointment call for stays unresolved. The 2 ultimate administrators should oversee the corporate whilst addressing the shareholder request and restoring the board’s composition.
Prior to its Bitcoin treasury pivot, the corporate listed as Altvest Capital on the Cape Town Stock Exchange (CTSE) in Would possibly 2022, to start with valued at R50 million ($3 million). It later introduced 3 further proportion categories—Magnificence A for Umgani Hotel, Magnificence B for Bambanani, and Magnificence C for Altvest Credit score Alternatives Fund (ACOF)—to lift investment for investments, however buying and selling in its securities remained skinny.
Figures revealed in its 2024 prospectus display simply 42,420 abnormal stocks converting fingers between July 2023 and July 2024, producing about R131,031.05 ($7,948) in reported turnover.
Altvest moved its equity listing to the Johannesburg Inventory Change’s (JSE) AltX Marketplace in October 2024, mentioning boundaries within the Cape The city change’s talent to draw retail traders and improve sizeable capital raises. In Would possibly 2026, it transferred its shares to the JSE Primary Board.
In 2025, ABC expanded beyond small and medium-sized enterprise (SME) lending to adopt Bitcoin as a long-term treasury asset, making its first disclosed purchase in February. Shareholders authorized its rebrand from Altvest to Africa Bitcoin Company on September 10, 2025, with the brand new title and ticker taking impact at the JSE two weeks later.
Since then, the corporate has retained its SME financing enterprise, whilst aggressively pushing its Bitcoin investment strategy for institutional traders looking for get entry to to the cryptocurrency.
Deepening management disaster
The boardroom dispute comes amid a chain of management adjustments following enforcement action by the Financial Sector Conduct Authority (FSCA), South Africa’s monetary products and services regulator, in opposition to 3 people related to ABC, which up to now operated as Altvest Capital.
The regulator discovered that former CEO Warren Wheatley, his spouse Tatum Keshwar-Wheatley and previous leader funding officer Akshay Karan manipulated Altvest stocks in September 2022 to artificially inflate the proportion worth and create a deceptive affect of marketplace call for and buying and selling process.
The 3 had been fined a blended R9 million ($546,000) and debarred from the monetary products and services business for twenty years. The FSCA’s enforcement motion used to be in opposition to the people, no longer ABC itself.
Wheatley has disputed the regulator’s findings, describing the transactions as 3 trades involving simply 50 stocks price R301 ($18.26) that had been meant to check the CTSE’s buying and selling platform.
In a podcast interview with financial publication Moneyweb on October 9, Wheatley mentioned the ones trades aimed to file pricing mistakes at the buying and selling platform forward of Altvest’s first public providing, disputing the regulator’s discovering that they had been a part of a scheme to control the proportion worth for benefit.
FSCA didn’t reply to a request for touch upon its findings, the proof supporting the marketplace manipulation allegations, and the standing of any appeals in opposition to its enforcement motion.
In an e-mail to TechCabal on September 8, Wheatley declined to remark, announcing “not one of the affected events could be offering statement” till their appeals are submitted.
In a September 1 SENS announcement, ABC mentioned the affected people had knowledgeable the corporate that they disputed the findings and meant to hunt reconsideration and suspension of the selections ahead of the Monetary Products and services Tribunal, an impartial frame reviewing monetary regulator choices.
The Tribunal informed TechCabal in September that it had no longer won packages for reconsideration or suspension involving the named events at the moment. Lwandiso Mgijima of the Monetary Products and services Tribunal showed that no packages have been filed on the time.
“We ascertain that the Tribunal has no longer won any packages for reconsideration or suspension involving the events [Wheatley, Keshwar-Wheatley, and Karan] discussed for your email. The Tribunal is, accordingly, no longer in ownership of any paperwork in relation to the subject,” Mgijima mentioned.
In a next reaction to TechCabal, the Monetary Products and services Tribunal showed that it won packages for reconsideration and suspension on September 25, 2026, after up to now pointing out that no packages have been won. The subject, registered beneath case quantity A43/2026, lists Warren Gregory Wheatley, WGW Capital (Pty) Ltd, Tatum Lucy Wheatley, Tatum Keshwar Investments (Pty) Ltd, and Akshay Suresh Karan as candidates. The Tribunal mentioned it had no longer but dominated at the suspension software or set a listening to date.
“We ascertain that packages for reconsideration and suspension involving the events discussed for your email had been won and processed via the Tribunal on 25 September 2026,” the Tribunal mentioned. “We ascertain that the Tribunal has no longer issued a ruling in admire of the suspension software. The method is ongoing.”
Wheatley, ABC’s co-founder and previous CEO, resigned from the company with effect from September 21, 2026, after being put on precautionary go away. Karan, who had additionally been put on precautionary go away, resigned as leader funding officer with impact from October 1.
Masie took over as period in-between CEO after Wheatley used to be put on precautionary go away. He has now additionally hand over as period in-between CEO and director of Bitcoin Technique, ABC’s Bitcoin funding subsidiary, with an meant ultimate day of carrier of February 28, 2027.
ABC mentioned Masie had agreed to proceed gratifying his govt duties, supporting the control workforce, keeping up operational continuity and facilitating an orderly transition to everlasting govt management.
Regardless of the board departures, ABC says its govt control workforce stays in position and can proceed managing daily operations inside of its present lawful delegated government.
The corporate mentioned its ultimate administrators, in session with its advisers, had been addressing the stairs had to repair the fitting board and committee composition.
Editor’s word: This newsletter has been up to date to incorporate affirmation from the Monetary Products and services Tribunal that it won packages for reconsideration and suspension. The case stays pending.
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