OBTC3

OranjeBTC S.A. – Educação e Investimento is a Brazilian company that combines educational activities with proprietary investment in cryptoassets, with Bitcoin as the core asset in its treasury strategy. Its common shares, traded on B3 under the ticker OBTC3, result from a corporate reorganization process involving the former Oranje S.A. – Educação e Investimento and Cursinho Intergraus S.A. The current structure was consolidated in 2025, when Oranje was reverse merged into Intergraus and the corporate name was consequently changed to OranjeBTC S.A. – Educação e Investimento, maintaining the more than four-decade tradition of the prep course and incorporating the positioning of a Bitcoin Treasury Company.

The company’s historical origin is linked to Curso Inter Graus, founded in 1980 in the Pinheiros neighborhood in São Paulo, initially as a limited civil partnership. Over more than 40 years, Intergraus has consolidated its position in the segment of preparatory courses for highly competitive college entrance exams, building a base of more than 40,000 former students with a track record of admission to top-tier universities. In 2022, Cursinho Intergraus was acquired by Bioma Educação S.A., a group active in the management and development of educational institutions, which modernized the business unit and later reorganized its activities as a corporation. In 2025, Oranje, created in March of that year as an investment company 100% focused on Bitcoin, structured the combination with Intergraus, culminating in the reverse merger and the creation of OranjeBTC in its current form as a publicly held company listed on B3.

OranjeBTC’s business model is based on two complementary verticals: education, centered on the provision of non-degree courses and educational content, and proprietary investment, focused on the acquisition and custody of Bitcoin in treasury. On the educational side, the company develops and manages teaching activities in different formats, in-person and distance learning, including preparatory courses for university entrance exams, corporate education, training and qualification in topics such as economics, finance, politics, game theory, virtual networks, personal sovereignty, artificial intelligence and Bitcoin. On the investment side, the company presents itself as a Bitcoin Treasury Company, using proprietary capital and, where applicable, capital markets structures such as debt securities and derivatives, to accumulate Bitcoin in a disciplined, long-term manner.

From an operational and revenue-generation standpoint, OranjeBTC’s predominant activity is linked to Cursinho Intergraus and related educational services. The company states that all current revenue comes from a single segment: preparatory courses and associated activities, such as the sale of teaching materials and the offering of extra courses. Revenue is generated mainly from monthly tuition paid by students and the sale of booklets and other study materials, with accrual-based recognition over the academic period. Between 2022 and 2024, Curso Inter Graus Ltda., whose operations were fully transferred to OranjeBTC, recorded net revenue of R$ 13.8 million, showing that, so far, cash generation is concentrated in the education business, while financial income refers only to investments and not to Bitcoin trading as a service to third parties.

In the education segment, OranjeBTC operates mainly in the city of São Paulo, through two physical Intergraus units located in the Água Fria and Alto de Pinheiros neighborhoods, in addition to partnerships with schools that host exclusive classes. The courses target high school and pre-university students seeking admission to highly competitive careers such as medicine, engineering, law, business, sciences and communications, in entrance exams such as Fuvest, FGV Administração, Mackenzie, Insper, PUC-SP and selection processes of leading private colleges. The pedagogical model combines small classes, individualized attention, continuous on-call tutoring via app, and proprietary production of teaching materials, updated based on changes in the exams. The company also leverages the typical seasonality of the sector, with peak enrollment in the year-long classes at the beginning of the year, the so-called May Classes, and the semi-intensive courses in the second semester.

In addition to college entrance exam courses, OranjeBTC has been expanding its content offering to topics of financial education and digital assets, leveraging the incorporation of Oranje and its team’s experience in the Bitcoin ecosystem. The company plans to organize courses, research, events and publications on the role of Bitcoin as digital capital, the Bitcoin Treasury Companies model and the implications of the digitalization of global assets, seeking to integrate Intergraus’s educational reputation with expertise in traditional and digital finance. This front includes the development of a digital information platform and the use of online channels managed by executives with a large follower base, with the goal of extending the OranjeBTC brand’s reach beyond the in-person audience in São Paulo.

In the investment vertical, OranjeBTC began its operations with a balance of more than 3,650 Bitcoins in treasury, a volume that places the company among the largest Bitcoin Treasury Companies in the world in terms of number of coins held. The stated strategy is to accumulate Bitcoin over time using its own cash generation and corporate and capital markets structures, with the goal of maintaining the asset as a permanent pillar of capital allocation. The company considers the listing of OBTC3 shares on B3 an important element to diversify funding sources, expand its base of Bitcoin assets and provide transparency to its treasury policy, recognizing that the price of Bitcoin is influenced by regulations in different jurisdictions, although its current operations are concentrated in Brazil.

In regulatory terms, the main operating activity – prep courses for university entrance exams and non-degree courses – is not classified as formal education and, therefore, is not subject to the regulatory framework of the National Education Guidelines and Framework Law (Lei de Diretrizes e Bases da Educação Nacional). Non-degree courses do not require accreditation by Education Councils, nor do they follow mandatory requirements for minimum course hours or a common core curriculum, which gives OranjeBTC greater academic flexibility in structuring its offering. On the other hand, the company is subject to the general rules for corporations, to CVM supervision as a registered issuer, and to B3 rules applicable to companies listed on the basic segment.

In the environmental, social and governance field, OranjeBTC reports that it does not yet have formalized social-environmental policies or annual sustainability reports, justifying this position by the scope of its activities, considered to have low direct environmental impact. The company does not conduct greenhouse gas emissions inventories and has not adopted ESG materiality matrices or key performance indicators. Regarding social aspects, it highlights a commitment to inclusive practices in the school environment, an agnostic stance regarding gender, race, political or religious affiliation, and monitoring of legislation on the inclusion of people with disabilities. The group reports no financial contributions to parties, candidates or initiatives aimed at influencing public policy. Among its relevant intangible assets, it emphasizes the Intergraus brand, its reputation built over four decades and its alumni network, while the OranjeBTC brand is in the process of being registered with the INPI.