Strive, Inc. (NASDAQ: ASST) said it entered a definitive agreement to acquire Semler Scientific (NASDAQ: SMLR) in an all-stock deal that will combine two public companies running Bitcoin-first treasury strategies.
The exchange ratio is 21.05 Strive Class A shares per Semler share, implying about $90.52 per SMLR based on September 19 prices and a 210% premium, according to the announcement.
The move follows Strive’s aggressive balance-sheet pivot. The company disclosed it purchased 5,816 BTC at an average price of $116,047 (≈$675M), financed outside of traditional term debt.
Strive began public life with 69 BTC after its September 12 merger closing, and now plans to scale using perpetual preferred equity rather than maturities-based leverage.
Semler brings a sizeable stack of its own. As of July 31, 2025, Semler held 5,021 BTC after months of buys funded by equity and notes issuance tied to its treasury program.
On closing, the combined entity would hold over 10,900 BTC, placing it in the upper tier of public-company Bitcoin treasuries and adding another large non-miner balance sheet to the market.
The sum reflects Strive’s latest purchase plus Semler’s July holdings; additional transactions may shift totals before close.
The deal also extends a broader trend: companies using equity, ATM programs, convertibles and preferreds to fund BTC accumulation while trying to curb dilution and rollover risk. Strive has already outlined a $750M PIPE (with up to another $750M via warrants) and registered an S-3 ASR to enable ongoing capital access.
Governance & strategy
Strive’s management and board remain in place post-closing, with Eric Semler (Semler Scientific’s executive chairman) set to join Strive’s board.
The combined company says it aims to be the “fastest-growing corporate Bitcoin holder,” leaning on a “preferred equity only” leverage model to sidestep debt maturity risk common in levered BTC strategies.
Strive’s board, chaired by CEO Matt Cole, already includes high-profile Bitcoin and markets operators, and the firm positions itself as a Bitcoin treasury company focused on increasing BTC per share over time.
What happens to Semler’s diagnostics arm?
The parties said they will explore monetizing or distributing Semler’s profitable preventive-diagnostics business after the merger, with a refreshed mandate. That could free more capital for BTC accumulation while letting shareholders capture value from non-core assets.
Disclaimer
This article is provided for information only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice.
