Strive's Debt-Free Bitcoin Model Challenges Industry's Risky Leverage Norms

Strive, Inc. (Nasdaq: ASST) has entered into a definitive agreement to acquire Semler Scientific, Inc. (Nasdaq: SMLR) in an all-stock transaction, marking a significant consolidation in the corporate Bitcoin treasury sector. The deal offers a 210% premium to Semler shareholders, with each share exchanged for 21.05 Class A shares of Strive, valuing the transaction at approximately $90.52 per Semler share based on September 19, 2025, pricing. The merger, unanimously approved by both boards, combines two publicly traded Bitcoin treasury companies, creating a scaled platform with over 10,900 Bitcoin in its combined treasury after Strive’s recent purchase of 5,816 Bitcoin for $675 million at an average price of $116,047 per coin. This acquisition elevates Strive’s holdings from 5,886 to a total of 10,900 Bitcoin, positioning it among the largest corporate holders globally.

The transaction underscores a strategic shift toward a "preferred equity only" leverage model, which Strive claims mitigates debt maturity risks common in leveraged Bitcoin strategies. This approach relies on perpetual preferred equity financing rather than traditional debt, aiming to sustain long-term Bitcoin accumulation without balance sheet fragility. Strive’s CEO, Matt Cole, emphasized that the merger cements the company’s role as a top Bitcoin treasury firm, leveraging alpha-seeking strategies to outperform Bitcoin over time. Eric Semler, Executive Chairman of Semler Scientific, highlighted the dual benefits of the deal: a substantial premium for shareholders and expanded opportunities in preventative healthcare through Semler’s diagnostics business.

Semler Scientific, the second U.S. public company to adopt Bitcoin as a primary treasury asset, brings a profitable diagnostics division focused on chronic disease detection. Post-merger, the combined entity plans to explore monetizing or distributing this business, potentially generating additional capital for reinvestment or shareholder returns. The company’s flagship product, QuantaFlo, an FDA-cleared diagnostic tool for peripheral arterial disease, remains a key asset. Strive’s management and board will retain control, with Eric Semler joining the board to provide strategic oversight.

The merger aligns with broader trends in corporate Bitcoin adoption, as public companies increasingly allocate capital to Bitcoin as a strategic reserve. By June 2025, public firms held over 725,000 Bitcoin, surpassing the annual issuance of 164,250 BTC. Strive’s acquisition accelerates this trend, demonstrating how mergers can rapidly scale Bitcoin holdings and enhance market influence. The combined entity’s focus on equity-based financing contrasts with debt-driven models employed by competitors like MicroStrategy, offering a distinct approach to capital structure innovation.

The deal remains subject to customary closing conditions, with no immediate disruptions to operations. Strive and Semler have engaged legal advisors Davis Polk & Wardwell LLP and Goodwin Procter LLP, alongside financial advisors Cantor Fitzgerald and LionTree Advisors, to facilitate the transaction. Investors are advised to monitor the companies’ investor relations platforms and SEC filings for updates. The merger reflects growing institutional confidence in Bitcoin as a corporate asset, with forward-looking statements from executives underscoring long-term growth expectations.