Recruitment firm uses M&A to channel earnings into bitcoin holdings

Connecting Excellence Group (XCE) has executed binding Heads of Terms for its debut recruitment acquisition. The target is a specialised UK and US recruitment firm that reported £1.79 million in revenue and £431,000 in EBITDA over the preceding 12 months. That target also owns 8.216 Bitcoin.

The transaction remains incomplete and is still contingent on further due diligence, financing, and a definitive purchase agreement.

Beyond the headline numbers, the deal structure reveals how an operating company can employ M&A as part of a broader bitcoin strategy.

XCE (AQSE: XCE | OTCQB: XCELF) aims to buy profitable recruitment firms, keep most of the earnings they produce, and enlarge the pool of internally generated capital available for growth and bitcoin purchases.

A notable symmetry exists between buyer and target. XCE’s existing operating unit, Spencer Riley, saw revenue rise 20.6% over its most recent 12-month period. The acquisition target achieved 21.5% revenue growth in the same timeframe.

XCE is not merely seeking to increase scale. The firm intends to acquire growing, profitable businesses and bring them into a listed group that holds bitcoin on its balance sheet.

Acquiring Earnings Power

At completion, XCE expects to pay £575,000 in upfront cash. Around £425,000 of that sum would settle amounts owed by the vendors to the target companies and then return to the group, yielding an estimated net cash outflow of roughly £150,000 before transaction costs.

An additional £60,000 cash payment is scheduled for 2028. Most of the remaining consideration is deferred and linked 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.

By comparison, the business being acquired has trailing revenue of £1.79 million, gross profit of £1.27 million, and EBITDA of £431,000, with revenue rising 21.5% year over year.

The goal is not simply to buy more revenue. XCE is trying to add earnings power while conserving as much capital as possible.

If the business maintains its performance after completion, those earnings become an additional source of capital for reinvestment, further acquisitions, and bitcoin.

That is where M&A becomes part of the bitcoin strategy.

Acquiring the Balance Sheet, Too

The model can stretch beyond revenue and earnings.

When an acquisition target holds cash reserves, XCE can structure a deal to acquire that reserve from the seller and then alter how that capital is held once it is inside the group. Practically, that could mean raising capital to buy £1 million of existing cash reserves and then converting that reserve into bitcoin.

The outcome differs from simply raising £1 million and spending it on bitcoin. XCE also acquires the operating business around the reserve — its revenue, earnings, and future cash-generating capacity.

This proposed deal offers a direct illustration of the same principle, except the target has already made the conversion.

It holds 8.216 BTC.

Under the proposed terms, XCE would buy 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.

Thus the bitcoin is not acquired for free with the operating business. XCE is effectively swapping cash for an equivalent amount of bitcoin while separately purchasing 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 lies at the core of the model. An acquisition can potentially add revenue, EBITDA, and balance-sheet assets simultaneously.

A Decentralized Acquisition Compounder

How XCE intends to run the businesses after acquisition forms another key part of the strategy.

The firm targets profitable, owner-managed specialist recruitment businesses, but it does not plan to absorb them into a single centralised operating brand.

Acquired companies keep 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 decentralised acquisition compounder.

Rather than trying to create value primarily through integration and cost-cutting, the strategy lets individual businesses continue operating autonomously while XCE provides permanent ownership, access to the listed group, and centralised capital allocation.

XCE’s existing business provides context for the type of growth it seeks to add. Spencer Riley generated roughly £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 pace, with revenue rising 21.5%.

If XCE can keep acquiring businesses with comparable economics, the group could compound by adding new earnings streams without dismantling the businesses that produce them. Those earnings then flow into a common capital allocation framework where bitcoin is one possible destination.

Building More Than One Source of Capital

XCE does not rely solely on operating earnings to expand 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 by transferring 10 BTC to the company, boosting 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.

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 shows. Acquired reserves can add balance-sheet capital. Profitable operating businesses can continue generating capital as long as they perform. XCE is trying to combine all three.

The Operating Economics Come First

Bitcoin does not turn a poor acquisition into a good one. XCE still must acquire quality businesses at sensible prices, preserve their earnings power, and allocate the resulting capital effectively. But the strategy shows how bitcoin can fit inside a traditional operating company without becoming detached from the business underneath it.

The decentralised structure is crucial here. XCE does not require every acquired company to become a “Bitcoin business.” The recruitment firms 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 buy 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 decentralised 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.