425: Strive CEO Details Semler Merger, Bitcoin Treasury Vision

Strive CEO Matthew Cole discusses the strategic acquisition of Semler Scientific, emphasizing increased Bitcoin holdings, lower cost of capital, and a long-term bullish outlook for Bitcoin Treasury companies.

Summary

• Strive, Inc. CEO Matthew Cole, also Chairman, discussed the company's strategy as a Bitcoin Treasury company and the recent acquisition of Semler Scientific, Inc. on the Capital B Podcast.
• Cole's background includes 16 years at CalPERS, managing a $70 billion fixed income portfolio, where he observed the debasement of the US dollar, leading to his conviction in Bitcoin as the 'only answer'.
• Strive aims to be a major player in the 'digital gold rush' around Bitcoin, expected to last 10-15 years, by increasing its Bitcoin stack and Bitcoin per share.
• The Semler acquisition is intended to substantially elevate Bitcoin holdings for both companies, lowering the cost of capital for Strive and increasing Bitcoin per share.
• A key synergy of the Semler deal is the potential to increase the value of Semler's operating business, particularly in preventative healthcare, through Strive's largest shareholders (Akron, the SWAMI) and potential spin-outs.
• Cole believes consolidation in the Bitcoin Treasury space is beneficial, especially for smaller companies, to reduce the cost of capital and strengthen their position.
• Despite recent market drawdowns and 'mini bear market' conditions, institutional interest in Bitcoin Treasury companies remains strong, with a focus on long-term building and value creation.
• Strive's short-term goals are to increase Bitcoin per share and meet all liabilities to be a respected issuer in the Bitcoin fixed income/preferred equity space.
• Long-term goals include outperforming Bitcoin itself and being a top performer in relevant indexes, as Bitcoin is expected to outperform the S&P 500 for decades.
• Cole highlights the importance of a long-term investment horizon for Bitcoin Treasury companies, contrasting it with short-term trading mentalities.
• He advises newcomers to Bitcoin not to view it as a 'get rich quick scheme' and emphasizes owning Bitcoin in cold storage as the foundation for financial freedom, with Bitcoin Treasury companies serving as an amplified exposure within a diversified portfolio.

Sentiment

Score: 8

Explanation: The sentiment is highly positive regarding Strive's strategic direction, the long-term prospects of Bitcoin, and the benefits of the Semler acquisition. While acknowledging short-term market volatility and drawdowns, management frames these as opportunities for building and value creation, maintaining a strong bullish outlook.

Positives

• The Semler Scientific acquisition substantially elevates Bitcoin holdings for both Strive and Semler, which is expected to lower Strive's long-term cost of capital.
• The acquisition is projected to increase Strive's Bitcoin per share, a key deliverable for management.
• Synergies from the Semler deal include leveraging Strive's largest shareholders (Akron, the SWAMI) with biotech/medical backgrounds to increase the value of Semler's preventative healthcare operating business.
• Consolidation in the Bitcoin Treasury space, exemplified by the Semler deal, is seen as beneficial for reducing the cost of capital for participating companies.
• Strive aims to be a leader in driving total return in Bitcoin bull markets, utilizing professional preferred equity instruments to maximize upside convexity.
• Bitcoin Treasury companies are seen as a 'Trojan horse' for institutional adoption, as their inclusion in indexes allows large funds like Vanguard and CalPERS to gain exposure without directly buying Bitcoin.
• The long-term outlook for Bitcoin is highly positive, with expectations of outperforming the S&P 500 for decades and a 'violent' upward price movement within the next 18 months.
• Management is focused on building during current market lulls, positioning the company to benefit significantly when the next upward move occurs.

Negatives

• The Bitcoin Treasury space has experienced major drawdowns over the last three to four months, described as a 'mini bear market'.
• There has been MNAV (Net Asset Value) compression and fear in the market, with some companies like MicroStrategy underperforming Bitcoin in 2025.
• Bitcoin itself underperformed Gold in 2025, which could be a concern for short-term investors.
• The market was previously in a 'mania' phase earlier in the year, suggesting potential for irrational exuberance and subsequent corrections.
• Many institutional investors still misunderstand Bitcoin Treasury companies, often conflating them with 'digital asset trading companies' or lacking fundamental understanding of Bitcoin itself.
• The risk of 'digital asset Treasury companies' (those holding non-Bitcoin digital assets) is highlighted as building on 'sand' and likely unable to weather storms, posing a systemic risk to the broader crypto investment space.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the right of one or both of Strive and Semler Scientific to terminate the merger agreement.
• The possibility that the proposed transaction does not close when expected or at all because the conditions to closing are not received or satisfied on a timely basis or at all.
• The outcome of any legal proceedings that may be instituted against Strive or Semler Scientific or the combined company.
• The possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all.
• Risks associated with changes in, or problems arising from, implementation of Bitcoin treasury strategies and risks associated with Bitcoin and other digital assets.
• General economic and market conditions, interest and exchange rates, monetary policy, and laws and regulations and their enforcement could adversely affect results.
• The possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected.
• The possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events.
• The diversion of management's attention from ongoing business operations and opportunities due to the merger.
• Dilution caused by Strive's issuance of additional shares of its Class A common stock in connection with the proposed transaction.
• Potential adverse reactions of Strive's or Semler Scientific's customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction.
• Changes in Strive's or Semler Scientific's share price before closing.

Future Outlook

Strive anticipates a 'digital gold rush' for Bitcoin over the next 10 to 15 years, during which Bitcoin is expected to significantly outperform traditional assets like the S&P 500. The company foresees a 'violent' upward movement in Bitcoin's price within the next 18 months. Strive plans to continue building its Bitcoin stack and increasing Bitcoin per share, aiming to be a leader in total return during bull markets. The company also expects more Bitcoin Treasury companies to emerge and further consolidation within the sector, driven by institutional demand and the need for scale to lower capital costs.

Management Comments

• "Bitcoin was the only answer. It's not like it's the best answer, it's the only answer."
• "We're in an era of a digital gold rush around Bitcoin that's going to last for the next 10 to 15 years."
• "Our core operating businesses were an asset manager. But like capital B, Bitcoin is our hurdle rate."
• "Increase Bitcoin per share, meet our liabilities. Those are the short term metrics. The long term metrics are to outperform Bitcoin itself."
• "Consolidation in this space is would be a good thing, and not because that there's too many Bitcoin Treasury companies, but I think that there's there's too many small ones."
• "This is not a get rich quick scheme, and if you look at it as a get rich quick scheme, you're likely going to lose money."
• "The foundation is to actually own Bitcoin. And own Bitcoin as in cold, cold storage is a real asset. Is like step one to secure financial freedom."
• "What we're telling people is that we think we can put a place of structure that as a Bitcoin bull is structurally designed to outperform Bitcoin over the long run."
• "In Bitcoin bull markets that we put a structure in place that makes us a leader, if not the leader, in driving total return."
• "The strong teams, they keep building, they keep stacking, they keep figuring out ways to provide value, because Bitcoin is ultimately an extremely volatile asset with massive positive convexity to the upside."

Industry Context

The filing highlights a growing trend of companies adopting Bitcoin as a core balance sheet asset, moving beyond pure-play Bitcoin Treasury companies to include traditional operating businesses. It emphasizes the increasing institutional interest in Bitcoin, often accessed indirectly through Bitcoin Treasury companies via index inclusion. The industry is characterized by differentiation strategies among Bitcoin Treasury companies, particularly in their approach to leverage and capital structures. A clear distinction is drawn between 'Bitcoin Treasury companies' (building on a 'rock') and 'digital asset Treasury companies' (building on 'sand'), with the latter deemed vulnerable to market storms. The sector is still in its early stages, with significant potential for growth, consolidation, and the development of new rating agencies and financial instruments.

Comparison to Industry Standards

• MicroStrategy (Strategy) is cited as a leading Bitcoin Treasury company, having massively outperformed Bitcoin since its strategy inception, despite recent short-term underperformance in 2025.
• Capital B, Europe's first and largest Bitcoin Treasury company, is noted for outperforming Bitcoin by 5x since its strategy launch, showcasing a different approach to leverage.
• Metaplanet is mentioned as another Bitcoin Treasury company that has experienced significant volatility but also value creation for shareholders.
• The discussion implies that while these companies share a core Bitcoin Treasury strategy, their capital structures (e.g., use of preferred equity, leverage) and operating businesses offer differentiated risk and return exposures, similar to diverse offerings in traditional financial markets.

Legal Proceedings

• The possibility of legal proceedings being instituted against Strive or Semler Scientific or the combined company is identified as a risk related to the proposed transaction.

Related Party Transactions

• Information regarding Semler Scientific's transactions with related persons is set forth in its definitive proxy statement for its 2025 Annual Meeting of Stockholders.

Stakeholder Impact

• Shareholders of Strive and Semler Scientific will be impacted by the proposed merger, including potential dilution for Strive shareholders due to the issuance of new Class A common stock.
• Customers and employees of both Strive and Semler Scientific could experience potential adverse reactions or changes to business/employee relationships resulting from the announcement or completion of the proposed transaction.
• Investment professionals and institutional investors are targeted as key stakeholders, with the company aiming to provide amplified Bitcoin exposure and long-term value.

Next Steps

• Strive intends to file a Registration Statement on Form S-4 with the SEC to register Class A common stock for the proposed transaction.
• The Registration Statement will include an Information Statement/Proxy Statement/Prospectus, which will be sent to Semler Scientific stockholders.
• Semler Scientific stockholders will be asked to approve the proposed transaction.
• Strive and Semler Scientific may file other relevant documents with the SEC concerning the proposed transaction.

Key Dates

Recommendation

The filing outlines a compelling long-term investment thesis centered on Bitcoin's role as a global reserve asset and Strive's strategic positioning within the emerging Bitcoin Treasury sector. The acquisition of Semler Scientific is a significant, accretive move designed to scale Bitcoin holdings, reduce capital costs, and enhance shareholder value through increased Bitcoin per share. Despite acknowledging short-term market volatility, management's conviction in Bitcoin's positive convexity and the 'digital gold rush' narrative, coupled with a clear strategy for outperforming Bitcoin over the long run, suggests a strong growth trajectory. The focus on building during market lulls and leveraging preferred equity for amplified exposure further strengthens the investment case for long-term, risk-tolerant investors.

Keywords

Bitcoin Treasury Company, Strive Inc., Semler Scientific, Merger, Acquisition, Bitcoin, Digital Gold Rush, Preferred Equity, Institutional Adoption, Risk Management, Corporate Strategy, Financial Reporting