Africa Bitcoin Corporation (ABC), South Africa’s listed Bitcoin treasury agency and monetary companies group, faces a brand new battle over who joins its board after 4 directors, together with its chairperson and interim chief government, resigned following a shareholder push to take away them.
With simply two directors remaining, the corporate should rebuild its board whereas a separate demand to nominate two new non-executive directors stays unresolved.
The dispute centres on two shareholder calls for. Investors holding roughly 76% of ABC’s shares known as for the appointment of two new non-executive directors, a transfer the board opposed on governance grounds. A subsequent demand, backed by shareholders holding roughly 71.8% of the corporate’s shares, sought the removing of 4 present directors.
All 4 have since resigned, making the removing resolutions pointless, however the unique demand for two new appointments stays in pressure.
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 firm. Shareholders have compelled out most of its board, however the battle over who ought to change them stays unsettled, elevating questions on how the corporate will steadiness investor management, regulatory scrutiny, and unbiased oversight because it pursues its new technique.
The 4 directors who resigned are Norma Sephuma, board chairperson; Stafford Masie, the corporate’s interim chief government officer (CEO); and unbiased non-executive directors Snowy Masakale and GG Alcock. The firm disclosed the departures in a Stock Exchange News Service (SENS) announcement on Monday, following the supplementary shareholder demand.
The departing directors mentioned that they had not taken the choice evenly, however that variations with WGW Capital Proprietary Limited, an ABC shareholder, had grow to be irreconcilable.
“Recently, however, material differences emerged between the Board and WGW,” ABC mentioned within the announcement.
The remaining directors are Robin Coode, an unbiased non-executive director, and Jonathan Phillips, the corporate’s monetary director. They are working with the corporate’s advisers to revive the board and committee buildings in line with statutory, regulatory, and JSE itemizing necessities.
Shareholder push for brand spanking new directors
The dispute started with the demand for two further directors, which the board addressed in an October 8 announcement. ABC acknowledged that shareholders had validly demanded a gathering underneath part 61(3) of the Companies Act, however mentioned it didn’t assist the proposed appointments at the moment.
“The Board’s concern relates primarily to governance and regulatory integrity given the exceptional circumstances currently facing the Group,” ABC mentioned.
The firm confused that its objection was not a common evaluation of the candidates’ skilled expertise or capabilities. It dedicated to taking the mandatory steps to convene the assembly and put the proposed resolutions to shareholders in accordance with relevant authorized and regulatory necessities.
However, the announcement didn’t establish the proposed candidates, specify a gathering date, or present additional particulars in regards to the board’s objections.
The unique appointment demand stays unresolved. The two remaining directors should oversee the corporate whereas addressing the shareholder request and restoring the board’s composition.
Before its Bitcoin treasury pivot, the corporate listed as Altvest Capital on the Cape Town Stock Exchange (CTSE) in May 2022, initially valued at R50 million ($3 million). It later introduced three further share courses—Class A for Umgani Lodge, Class B for Bambanani, and Class C for Altvest Credit Opportunities Fund (ACOF)—to lift funding for investments, however buying and selling in its securities remained skinny.
Figures revealed in its 2024 prospectus present simply 42,420 odd shares altering palms between July 2023 and July 2024, producing about R131,031.05 ($7,948) in reported turnover.
Altvest moved its equity listing to the Johannesburg Stock Exchange’s (JSE) AltX Market in October 2024, citing limitations within the Cape Town change’s capability to draw retail traders and assist sizeable capital raises. In May 2026, it transferred its shares to the JSE Main 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 permitted its rebrand from Altvest to Africa Bitcoin Corporation on September 10, 2025, with the brand new title and ticker taking impact on the JSE two weeks later.
Since then, the corporate has retained its SME financing enterprise, whereas aggressively pushing its Bitcoin investment strategy for institutional traders searching for entry to the cryptocurrency.
Deepening management disaster
The boardroom dispute comes amid a collection of management modifications following enforcement action by the Financial Sector Conduct Authority (FSCA), South Africa’s monetary companies regulator, in opposition to three people related with ABC, which beforehand operated as Altvest Capital.
The regulator discovered that former CEO Warren Wheatley, his spouse Tatum Keshwar-Wheatley and former chief funding officer Akshay Karan manipulated Altvest shares in September 2022 to artificially inflate the share worth and create a deceptive impression of market demand and buying and selling exercise.
The three have been fined a mixed R9 million ($546,000) and debarred from the monetary companies trade for 20 years. The FSCA’s enforcement motion was in opposition to the people, not ABC itself.
Wheatley has disputed the regulator’s findings, describing the transactions as three trades involving simply 50 shares price R301 ($18.26) that have been supposed to check the CTSE’s buying and selling platform.
In a podcast interview with financial publication Moneyweb on October 9, Wheatley mentioned these trades aimed to doc pricing errors on the buying and selling platform forward of Altvest’s first public providing, disputing the regulator’s discovering that they have been a part of a scheme to control the share worth for revenue.
FSCA didn’t reply to a request for touch upon its findings, the proof supporting the market manipulation allegations, and the standing of any appeals in opposition to its enforcement motion.
In an electronic mail to TechCabal on September 8, Wheatley declined to remark, saying “none of the affected parties would be providing commentary” 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 supposed to hunt reconsideration and suspension of the selections earlier than the Financial Services Tribunal, an unbiased physique reviewing monetary regulator selections.
The Tribunal instructed TechCabal in September that it had not acquired functions for reconsideration or suspension involving the named events at the moment. Lwandiso Mgijima of the Financial Services Tribunal confirmed that no functions had been filed on the time.
“We confirm that the Tribunal has not received any applications for reconsideration or suspension involving the parties [Wheatley, Keshwar-Wheatley, and Karan] mentioned in your e-mail. The Tribunal is, accordingly, not in possession of any documents relating to the matter,” Mgijima mentioned.
In a subsequent response to TechCabal, the Financial Services Tribunal confirmed that it acquired functions for reconsideration and suspension on September 25, 2026, after beforehand stating that no functions had been acquired. The matter, registered underneath 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 not but dominated on the suspension software or set a listening to date.
“We confirm that applications for reconsideration and suspension involving the parties mentioned in your e-mail were received and processed by the Tribunal on 25 September 2026,” the Tribunal mentioned. “We confirm that the Tribunal has not issued a ruling in respect of the suspension application. The process is ongoing.”
Wheatley, ABC’s co-founder and former CEO, resigned from the company with effect from September 21, 2026, after being positioned on precautionary go away. Karan, who had additionally been positioned on precautionary go away, resigned as chief funding officer with impact from October 1.
Masie took over as interim CEO after Wheatley was positioned on precautionary go away. He has now additionally stop as interim CEO and director of Bitcoin Strategy, ABC’s Bitcoin funding subsidiary, with an supposed closing day of service of February 28, 2027.
ABC mentioned Masie had agreed to proceed fulfilling his government tasks, supporting the administration staff, sustaining operational continuity and facilitating an orderly transition to everlasting government management.
Despite the board departures, ABC says its government administration staff stays in place and can proceed managing day-to-day operations inside its present lawful delegated authorities.
The firm mentioned its remaining directors, in session with its advisers, have been addressing the steps wanted to revive the suitable board and committee composition.
Editor’s observe: This article has been up to date to incorporate affirmation from the Financial Services Tribunal that it acquired functions for reconsideration and suspension. The case stays pending.
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