Africa Bitcoin Corporation (ABC), South Africa’s listed Bitcoin treasury firm and financial services group, faces a new battle over who joins its board after four directors, including its chairperson and interim chief executive, resigned following a shareholder push to remove them.
With just two directors remaining, the company must rebuild its board while a separate demand to appoint two new non-executive directors remains unresolved.
The dispute centres on two shareholder demands. Investors holding approximately 76% of ABC’s shares called for the appointment of two new non-executive directors, a move the board opposed on governance grounds. A subsequent demand, backed by shareholders holding approximately 71.8% of the company’s shares, sought the removal of four existing directors.
All four have since resigned, making the removal resolutions unnecessary, but the original demand for two new appointments remains in force.
ABC now faces a governance test at a critical point in its transformation from a small-business financier into a Bitcoin treasury company. Shareholders have forced out most of its board, but the fight over who should replace them remains unsettled, raising questions about how the company will balance investor control, regulatory scrutiny, and independent oversight as it pursues its new strategy.
The four directors who resigned are Norma Sephuma, board chairperson; Stafford Masie, the company’s interim chief executive officer (CEO); and independent non-executive directors Snowy Masakale and GG Alcock. The company disclosed the departures in a Stock Exchange News Service (SENS) announcement on Monday, following the supplementary shareholder demand.
The departing directors said they had not taken the decision lightly, but that differences with WGW Capital Proprietary Limited, an ABC shareholder, had become irreconcilable.
“Recently, however, material differences emerged between the Board and WGW,” ABC said in the announcement.
The remaining directors are Robin Coode, an independent non-executive director, and Jonathan Phillips, the company’s financial director. They are working with the company’s advisers to restore the board and committee structures in line with statutory, regulatory, and JSE listing requirements.
Shareholder push for new directors
The dispute began with the demand for two additional directors, which the board addressed in an October 8 announcement. ABC acknowledged that shareholders had validly demanded a meeting under section 61(3) of the Companies Act, but said it did not support the proposed appointments at that time.
“The Board’s concern relates primarily to governance and regulatory integrity given the exceptional circumstances currently facing the Group,” ABC said.
The company stressed that its objection was not a general assessment of the candidates’ professional experience or capabilities. It committed to taking the necessary steps to convene the meeting and put the proposed resolutions to shareholders in accordance with applicable legal and regulatory requirements.
However, the announcement did not identify the proposed candidates, specify a meeting date, or provide further details about the board’s objections.
The original appointment demand remains unresolved. The two remaining directors must oversee the company while addressing the shareholder request and restoring the board’s composition.
Before its Bitcoin treasury pivot, the company 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 additional share classes—Class A for Umgani Lodge, Class B for Bambanani, and Class C for Altvest Credit Opportunities Fund (ACOF)—to raise funding for investments, but trading in its securities remained thin.
Figures published in its 2024 prospectus show just 42,420 ordinary shares changing hands between July 2023 and July 2024, generating 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 in the Cape Town exchange’s ability to attract retail investors and support 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 approved its rebrand from Altvest to Africa Bitcoin Corporation on September 10, 2025, with the new name and ticker taking effect on the JSE two weeks later.
Since then, the company has retained its SME financing business, while aggressively pushing its Bitcoin investment strategy for institutional investors seeking access to the cryptocurrency.
Deepening leadership crisis
The boardroom dispute comes amid a series of leadership changes following enforcement action by the Financial Sector Conduct Authority (FSCA), South Africa’s financial services regulator, against three individuals associated with ABC, which previously operated as Altvest Capital.
The regulator found that former CEO Warren Wheatley, his wife Tatum Keshwar-Wheatley and former chief investment officer Akshay Karan manipulated Altvest shares in September 2022 to artificially inflate the share price and create a misleading impression of market demand and trading activity.
The three were fined a combined R9 million ($546,000) and debarred from the financial services industry for 20 years. The FSCA’s enforcement action was against the individuals, not ABC itself.
Wheatley has disputed the regulator’s findings, describing the transactions as three trades involving just 50 shares worth R301 ($18.26) that were intended to test the CTSE’s trading platform.
In a podcast interview with financial publication Moneyweb on October 9, Wheatley said those trades aimed to document pricing errors on the trading platform ahead of Altvest’s first public offering, disputing the regulator’s finding that they were part of a scheme to manipulate the share price for profit.
FSCA did not respond to a request for comment on its findings, the evidence supporting the market manipulation allegations, and the status of any appeals against its enforcement action.
In an email to TechCabal on September 8, Wheatley declined to comment, saying“none of the affected parties would be providing commentary” until their appeals are submitted.
In a September 1 SENS announcement, ABC said the affected individuals had informed the company that they disputed the findings and intended to seek reconsideration and suspension of the decisions before the Financial Services Tribunal, an independent body reviewing financial regulator decisions.
The Tribunal told TechCabal in September that it had not received applications for reconsideration or suspension involving the named parties at that time. Lwandiso Mgijima of the Financial Services Tribunal confirmed that no applications had been filed at 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 said.
Wheatley, ABC’s co-founder and former CEO, resigned from the company with effect from September 21, 2026, after being placed on precautionary leave. Karan, who had also been placed on precautionary leave, resigned as chief investment officer with effect from October 1.
Masie took over as interim CEO after Wheatley was placed on precautionary leave. He has now also quit as interim CEO and director of Bitcoin Strategy, ABC’s Bitcoin investment subsidiary, with an intended final day of service of February 28, 2027.
ABC said Masie had agreed to continue fulfilling his executive responsibilities, supporting the management team, maintaining operational continuity and facilitating an orderly transition to permanent executive leadership.
Despite the board departures, ABC says its executive management team remains in place and will continue managing day-to-day operations within its existing lawful delegated authorities.
The company said its remaining directors, in consultation with its advisers, were addressing the steps needed to restore the appropriate board and committee composition.
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