Strive's Equity-Only Bitcoin Merger Creates Debt-Free $1.2B Treasury

Strive Inc., a publicly traded asset management firm, has agreed to acquire Semler Scientific Inc. in an all-stock merger valued at $90.52 per share, a 210% premium to Semler’s closing price of $29.18 on Friday. The deal, unanimously approved by both boards, will combine their Bitcoin holdings, creating a corporate entity with nearly 10,900 Bitcoin—valued at approximately $1.2 billion at current prices. Strive will issue 21.05 Class A shares for each Semler share, effectively transferring control of Semler’s diagnostics business to Strive’s board title1^[1].

The merger follows Strive’s recent acquisition of 5,816 Bitcoin at an average price of $116,047 per coin, totaling $675 million. This purchase, announced alongside the Semler deal, brings Strive’s total Bitcoin holdings to 5,886 coins. The combined entity aims to leverage a “preferred equity only” capital structure to avoid debt financing, a strategy designed to mitigate liquidation risks during market downturns. Strive’s chairman and CEO, Matt Cole, emphasized the transaction’s speed and execution as a “first in the Bitcoin treasury space,” positioning the firm to outperform Bitcoin through accelerated growth in holdings and equity value accretion title2^[2].

Semler Scientific, a medical-device firm that pioneered Bitcoin adoption as a corporate treasury asset in 2023, has faced declining revenue and stock performance. Its second-quarter revenue dropped 43% year-over-year, and its shares fell 46% in 2025 through Friday. The merger offers Semler shareholders a premium of 210% and aligns with the broader trend of public companies consolidating Bitcoin reserves. Semler’s executive chairman, Eric Semler, noted the acquisition could expand the company’s diagnostics business into a “preventative care and wellness platform” while securing Bitcoin’s role as a strategic reserve asset title3^[3].

The transaction reflects a growing wave of corporate Bitcoin accumulation, with firms like Japan’s Metaplanet Inc. experiencing challenges in funding token purchases. Strive’s strategy, however, diverges by prioritizing equity over debt, allowing it to scale holdings without exposing the combined entity to refinancing risks. Analysts highlight the significance of this model, as traditional Bitcoin treasury strategies often rely on debt, which can force sales during downturns. Strive’s preferred equity approach aims to stabilize its balance sheet while accelerating Bitcoin per share growth title4^[4].

The merger underscores the maturation of Bitcoin as an institutional asset. With over $120 billion in assets under management for U.S. spot Bitcoin ETFs by mid-2025, institutional adoption has driven Bitcoin’s volatility down to 35%—nearly matching the S&P 500’s 22%—and reduced its role as a speculative tool. Strive’s dual focus on Bitcoin accumulation and operational monetization of Semler’s diagnostics unit signals a shift toward integrating digital assets with traditional business models. This trend is expected to intensify as regulatory clarity in the U.S. and global institutional demand reshape the crypto landscape title5^[5].