Crypto Corner: Explainer: What is Africa Bitcoin Corporation and why did it make the FSCA mad?

Africa Bitcoin Corporation Limited (ABC), the business formerly known as Altvest Capital Limited, has a complex corporate history of frequent strategic shifts, multiple exchange transfers, governance turbulence, complex internal accounting structures, and, more recently, severe regulatory enforcement.

It was originally established in 2021/2022 with a lofty stated goal of “democratising access to alternative private equity assets for retail investors via specialised preference share classes”.

Then the group pivoted in 2025 into what it called “Africa’s first listed bitcoin treasury company”.

But while the company rebranded and began to accumulate bitcoin reserves, its core financial engine remains tied to small-to-medium enterprise (SME) private credit loan book through its subsidiary, the Altvest Credit Opportunities Fund (ACOF).

Wait, what’s a bitcoin treasury company?

Glad you asked. This strategy play was made famous when Michael Saylor and his software company MicroStrategy started buying BTC in August 2020 because the then CEO believed it to be a superior store of value than cash. When the market turned bearish in 2022, Saylor took it as a market signal to buy the dip and maximise future gains.

He eventually stepped down as CEO and serves as executive chairman, the company dropped the Micro from its name and is now only known as Strategy – and it has continued accumulating a

massive holding of what is now 848,517 BTC

.

By contrast, according to the company’s financial disclosures and Sens announcements, ABC holds 5.5331 BTC in total as of May 2026. It’s first bitcoin purchase happened in February 2025 when the price was $96,195 – about $14,000 more than the current bitcoin price.

ABC uses its bitcoin as security (like putting up a house as collateral for a bank mortgage) to borrow money overseas at under 4% interest. They can then turn around and lend that cheaper money to small businesses in Mzansi at normal market rates, making much bigger profit margins.

As the company buys more bitcoin over time, each share of ABC stock is backed by a slightly larger fraction of bitcoin. When bitcoin’s price dropped in late 2025 and early 2026, accounting rules required ABC to lower the listed value of the bitcoin on its official balance sheet; which then showed a paper loss of about R2.4-million on the R7.8-million they spent acquiring it.

But because the ABC policy is to HODL (hold on for dear life) its coins and did not sell them during the price dip, no actual money was lost. So until the debt covenants come due, everything is still fine and dandy and hopefully the price recovers.

But that’s not why Warren Wheatley was called to the FSCA naughty step alongside his wife, former Miss South Africa Tatum Keshwar-Wheatley, and former chief investment officer Akshay Karan (brother of Banker X founder and former Altvest CEO, Koshiek Karan). The trio were issued 20-year debarment orders and R9-million in total administrative penalties in August 2026 for market manipulation during 2022.

And in September 2026, the FSCA opened a second active investigation into potential market manipulation involving ABC securities traded during April and May 2026.

Wheatley and Karan both resigned from their positions and are contesting the debarment order in their private capacity.

Which brings us to October 2026, when Wheatley’s associate vehicle (WGW Capital) led a consortium (comprising owners of a collective 71.8%-76% holding) shareholder demand that forced the resignation of the independent chairperson and board members.

Exchange hopping

Since debuting on the Cape Town Stock Exchange (CTSE) in May 2022, the company has treated stock exchanges like a pub crawl.

Within four months of its CTSE debut, it added a secondary listing on A2X. By October 2024, it abandoned the CTSE altogether for the JSE’s AltX. Late 2025 saw a flurry of cross-border activity: secondary listings in Namibia (NSX), over-the-counter trading in the US (OTCQB), and a quote on the Frankfurt bourse. By May 2026, it had graduated to the JSE Main Board, with plans to list on the UK’s Aquis Growth Market, well, until October’s boardroom implosion forced management to slam the brakes on London.

For a micro-cap firm, this kind of hyperactive listing velocity rarely builds deep liquidity. Instead, it spreads compliance costs thin and creates the illusion of global momentum while the underlying assets struggle to perform.

But if the listing strategy was restless, the audit rotation was a growing concern. Cycling through three external auditing firms in four years is the corporate equivalent of changing mechanics every time someone tells you your brakes need skimming.

Deloitte audited the FY2022 and FY2023 books before asking to be released in October 2023. BDO South Africa stepped in, only to resign two years later in October 2025.

BDO didn’t leave quietly; it cited international group audit rules (ISA 600), pointing out that because ABC’s new Bitcoin subsidiary held the group’s primary growth assets that were audited by a different firm, BDO couldn’t verify the group numbers without blindly trusting third-party working papers.

Forvis Mazars took over the hot seat in November 2025 on the strength of its digital asset expertise.

Keeping it in the family

While auditors came and went, cash was flowing steadily toward insiders. In 2023, the company paid R9.81-million for the business and intellectual property of Mark Barnes’ Kisby Capital Partners (KCP). On the other side of the table was Altvest CEO Warren Wheatley, who served as an executive director of KCP and whose family trust (WGW Family Trust) held a 22.5% stake in the business being bought.

Meanwhile, marketing, media and investor relations were outsourced to Tatum Keshwar Investments – a private consultancy run by Wheatley’s spouse – for substantial consultancy fees. Even within the group structure, the parent company kept the lights on by extracting R7.8-million in shared service fees and R7.1-million in management fees from its own SME debt fund subsidiary, the Altvest Credit Opportunities Fund (ACOF).

Building the shareholder tower

But to understand why the balance sheet looks so strained, you have to look at the original model. Between 2021 and 2024, Altvest sold Preferred Ordinary Shares tied to specific, ring-fenced assets:

Class A shares bought a 50% stake in Umganu Luxury Lodge alongside former cricketer Kevin Pietersen. While private share sales by Pietersen implied a R46-million valuation for the lodge, it remains an illiquid, unlisted luxury property that is famously difficult to exit or turn into cash.

Class B shares targeted a 46% stake in the family-restaurant chain Bambanani Group, though capital raise shortfalls left Altvest with just 19% of the ordinary shares.

Class C shares backed the ACOF private credit fund.

Because these hybrid shares behave partly like debt and partly like equity, accounting for them under IFRS standards turns simple Net Asset Value (NAV) calculations into a structural headache.

It was then when the fractionalised SME model failed to set the market alight (the stated reason for buying KCP), and with the group swinging from an R11.81-million profit in FY2025 to a R5.91-million net loss in the six months to August 2025, that management tore up the playbook and reached for Saylor’s strategy to pitch itself under JSE ticker BAC as a crypto-treasury hedge against a depreciating rand.

Beneath the Bitcoin rebrand, the old plumbing was creaking. Not only was ABC charging its ACOF debt fund millions in management fees, it was also borrowing from it.

ABC issued an unsecured R11.55-million promissory note to ACOF at the prime interest rate. When ABC couldn’t pay it back by the March 2026 deadline, ACOF’s board simply extended the repayment date to June.

Check the engine

Where did ACOF get its firepower? Largely from a R75-million credit facility provided by the state-backed Small Enterprise Development Finance Agency (SEDFA) at prime less 0.55%.

To secure that taxpayer-backed loan, directors and shareholders had to pledge personal assets and sign guarantees in solidum – including the ABC shares held by Wheatley’s WGW Capital.

If you study the 251 pages of SENS announcements and the audited financial reports, it reveals that the pledge created a dangerous feedback loop: the founder’s control of the listed company was now directly tied to the debt obligations of its subsidiary.

The tension between founder control and independent oversight finally snapped in late 2025 and 2026. First came the quiet exits of heavyweight independent directors: Audit Chair Khaya Sithole, Buyisiwe Makhunga, and Bright Khumalo all walked away around the turn of the year.

Then came the FSCA pressure.

Rather than stepping back, Wheatley’s investment vehicle, WGW Capital, went to war with the remaining board. Using Section 61(3) of the Companies Act, WGW demanded an urgent shareholder meeting to install its own slate of directors.

When the independent board pushed back on governance grounds, WGW filed a supplementary demand to have the sitting directors removed immediately.

On 9 October 2026, the governance machine stuttered to a halt. Chairperson Norma Sephuma, interim CEO Stafford Masie and independent directors Snowy Masakale and GG Alcock resigned en masse, stating plainly that they had irresolvable differences with the majority shareholder.

ABC wrapped a loan book balance sheet in the language of a bitcoin treasury revolution, and tried listing itself from Cape Town to Frankfurt, but it can’t outrun the consequences of accumulative actions. DM