Strive-Semler Merger Creates Debt-Free Bitcoin Treasury to Outperform BTC

Strive, Inc. (Nasdaq: ASST) and Semler Scientific, Inc. (Nasdaq: SMLR) have entered into a definitive agreement to merge in an all-stock transaction, creating one of the largest corporate Bitcoin treasury entities in the U.S. [1]. Under the terms of the deal, Semler Scientific shareholders will receive 21.05 Class A shares of Strive for each common share, representing a 210% premium over Semler’s September 19 closing price of $29.18 [1]. The transaction, approved by both boards, includes Strive’s concurrent purchase of 5,816 Bitcoin for $675 million at an average price of $116,047 per coin, elevating its total Bitcoin holdings to 5,886 BTC [1]. The combined entity will control over 10,900 Bitcoin, combining Strive’s existing treasury with Semler’s 5,000 BTC reserves [3].

The merger aims to establish a “preferred equity only” capital structure, avoiding debt maturity risks prevalent in traditional Bitcoin accumulation models [1]. Strive’s CEO, Matt Cole, emphasized the strategic advantage of this approach, stating the combined company could “outperform Bitcoin over the long run” by accelerating Bitcoin per share growth through perpetual preferred equity offerings [1]. Semler Scientific’s diagnostics business, including its FDA-cleared QuantaFlo diagnostic tool, will be explored for monetization or distribution post-merger, expanding the entity’s focus beyond treasury management into preventative healthcare [1].

Market analysts noted the transaction’s significance amid declining valuations for Bitcoin treasury companies. Semler’s shares had fallen 46% year-to-date, trading at a discount to its Bitcoin holdings, while the broader sector faced pressure from reduced volatility and muted financing activity [2]. The 210% premium offered to Semler shareholders reflects investor appetite for consolidating Bitcoin treasury operations, with the combined entity now positioned among top-tier holders like MicroStrategy and Metaplanet [4].

Strive’s management and board will retain control post-merger, with Semler’s Executive Chairman Eric Semler joining the board [1]. The company highlighted its $2 billion in assets under management through its wholly owned ETF subsidiary, Strive Asset Management, and its ambition to leverage equity financing for further Bitcoin accumulation [1]. Semler Scientific, the second U.S. public company to adopt Bitcoin as its primary treasury asset, previously followed the strategy pioneered by MicroStrategy [2].

The merger’s completion remains subject to customary conditions, with both parties citing regulatory and market risks in forward-looking statements [1]. Legal counsel Davis Polk & Wardwell LLP and Goodwin Procter LLP, along with financial advisors Cantor Fitzgerald and LionTree Advisors, are supporting the transaction [1]. The combined entity’s capital structure and Bitcoin strategy align with a broader trend of corporate treasuries adopting innovative financing models to mitigate volatility risks [4].