Strive’s SATA Follow-On: From a Proposed $150M Offering to a $118M Capital Raise
A balance-sheet case study in Bitcoin-native capital structuring
When Strive, Inc. released two back-to-back announcements on January 21 and January 22, 2026, many investors were left asking a simple question:
Did Strive raise $150 million or $118 million?
The correct answer critically is $118 million in cash, with the remainder of the transaction representing non-cash balance-sheet restructuring, not fundraising.
This distinction matters, because the transaction is best understood not as a traditional equity raise, but as a capital-stack reset designed for a Bitcoin treasury company.
The January 21 Announcement: A Proposed $150M Offering
On January 21, 2026, Strive announced its intention to conduct a $150 million follow-on offering of its Variable Rate Series A Perpetual Preferred Stock (SATA), subject to market conditions.
Two important features of this announcement are often overlooked:
- The $150M figure was a target, not a priced outcome
- Strive explicitly disclosed that:
- Part of the capital plan involved potential exchanges of Semler convertible notes
- Any such exchanges would reduce the size of the cash offering
- No cash would be received from those exchanges
In other words, from the outset, management signaled that the final cash proceeds could be materially below $150M, depending on how much legacy debt was converted instead of refinanced.
The January 22 Announcement: The Transaction as Executed
On January 22, 2026, Strive announced the pricing and final structure of the transaction.
The actual outcomes were:
🔹 Cash Offering (Primary Raise)
- 1,320,000 shares of SATA
- Price: $90 per share
- Gross cash proceeds: ≈ $118.8 million
This is the only source of new cash entering Strive.
🔹 Convertible Exchange (Non-Cash)
- $90 million principal amount of Semler Scientific convertible notes
- Exchanged for 930,000 newly issued SATA shares
- Zero cash proceeds
This exchange reduced leverage and removed fixed-maturity debt but did not fund Bitcoin purchases directly.
Why Management Chose This Path
From a capital-markets perspective, this transaction is less about yield and more about duration and risk management.
The problem with convertibles for Bitcoin treasuries
- Fixed maturities introduce refinancing risk
- Bitcoin volatility can force poor timing decisions
- Convertible overhang creates equity uncertainty
The SATA solution
SATA replaces fixed debt with:
- Perpetual capital
- No maturity
- Cumulative, variable dividends
- Issuer-controlled rate adjustments
- Pre-funded dividend reserve (12 months)
This structure converts solvency risk into pricing risk, which is far more manageable for a Bitcoin-centric balance sheet.
Use of Proceeds: Capital Allocation Logic
The $118M of cash raised will be used for:
- Redemption and repayment of remaining Semler-level obligations
- Bitcoin and Bitcoin-related acquisitions
- General corporate purposes
Notably, the company emphasized its intention to return to a “perpetual-preferred only amplification model.”
This is a clear strategic statement:
Strive does not want maturity walls on a Bitcoin balance sheet.
What Investors Should Take Away
From a seasoned capital-allocation perspective, three conclusions stand out:
Strive raised $118M, not $150M
Anything above that figure relates to capital restructuring, not fundraising.
The transaction reduces risk, not increases it
- Less debt
- No new maturities
- Cleaner capital stack
SATA is emerging as a core Bitcoin-credit instrument
It is neither equity nor traditional debt, but perpetual credit designed to coexist with Bitcoin volatility.
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