Expected to become one of the largest companies holding BERA in the market.
The first and only Berachain (“BERA”) digital asset treasury backed by the Berachain Foundation.
This financing is led by institutions and crypto-native investors, including Polychain Capital, with participation from several well-known investors such as Blockchain.com, Kraken, North Rock Digital, CitizenX, dao5, and others.
Berachain is a Layer 1 blockchain that employs Proof of Liquidity—this mechanism aims to accelerate on-chain business growth and capture its value through the BERA token.
After the transaction is completed, the company will be led by Ben Isenberg, who will head the Berachain treasury strategy BeraStrategy and will be appointed as Chief Investment Officer (CIO); meanwhile, Bruce Linton will join the board as Chairman, and Billy Levy will join the board as a director.
On October 20, 2025, Greenlane Holdings, Inc. (NASDAQ: GNLN) announced that it has priced and signed a public company private investment in public equity (“PIPE”) transaction (“the transaction”). This transaction is led by Polychain Capital, with investors including Blockchain.com, Kraken, North Rock Digital, CitizenX, dao5, and other high-quality investors.
The company intends to use the net proceeds from this transaction to implement its digital asset treasury strategy and acquire the native token BERA of the Berachain blockchain. BERA will become the company's primary treasury reserve asset. BERA is also the fee token for Berachain; Berachain is the first Layer 1 blockchain driven by Proof of Liquidity, designed to help businesses expand and drive on-chain economies.
Ben Isenberg, the incoming Chief Investment Officer of BeraStrategy, stated: “I believe the key difference for BERA lies in its revenue source—unlike previous PoS chains like Ethereum and Solana, BERA's revenue comes from the monetization of its block rewards. I believe there is still untapped potential in Berachain's institutional growth overall. The team has built a highly recognizable brand within the crypto-native community, and we believe that with its exposure to traditional capital markets, this brand can further grow.”
Jonathan Ip, General Counsel of the Berachain Foundation, stated: “We are excited to work with this talented and forward-thinking team to develop their treasury strategy. BeraStrategy is an important step for Berachain to engage more broadly with capital markets and institutional participants. The team's strong belief in our ecosystem, combined with their experience in traditional finance, crypto markets, and retail communities, enables them to effectively expand BERA's influence and reach.”
After the transaction is completed, the company's management team is expected to add decades of experience in global capital markets and technology companies, including incoming Chairman Bruce Linton and director Billy Levy. Billy Levy is a serial entrepreneur and capital markets executive with experience in building, expanding, and successfully exiting companies across multiple industries; he co-founded Virgin Gaming with Sir Richard Branson. Bruce Linton led Canopy Growth Corporation to a market capitalization of $15 billion and has extensive corporate leadership experience in communications and clean technology.
Bruce Linton stated: “We firmly believe that BERA is leading the next era of blockchain incentive structures. Therefore, we see it as a very attractive opportunity in the capital markets.”
Transaction Overview
This transaction is a $110 million PIPE involving the purchase and sale of Greenlane's Class A common stock and/or the purchase of pre-funded warrants for Class A common stock, with a purchase price of $3.84 per share and $3.83 per pre-funded warrant. Investors contributing with locked or unblocked BERA will only be allocated and sold pre-funded warrants. This PIPE consists of approximately $50 million in cash or equivalents and approximately $60 million in BERA tokens. The transaction is expected to close around October 23, 2025, depending on the fulfillment of customary closing conditions.
Post-closing, the company intends to use the net proceeds primarily to purchase BERA through the public market and acquire BERA through over-the-counter (OTC) transactions to establish the company's BERA treasury operations, as well as for working capital and general corporate purposes.
Transaction and Follow-up Arrangements
The company's common stock will continue to trade on the Nasdaq Capital Market (NASDAQ: GNLN), and the updated treasury strategy will take effect immediately after the closing of this transaction. The company will emphasize holding transparency and verifiability and maintain close interaction with the BERA ecosystem and community.
Greenlane will continue to operate its distribution business. The company expects to provide regular updates, including its progress in acquiring BERA, treasury performance, and governance measures, aiming to establish the largest scale of institutional management of BERA holdings in the public market.
Advisors
Aegis Capital Corp. serves as the exclusive placement agent for this offering.
Kaufman & Canoles, P.C. serves as legal counsel to Aegis Capital Corp. Sichenzia Ross Ference Carmel LLP serves as legal counsel to the company. Paul Hastings LLP serves as legal counsel to Polychain Capital LP.
About Berachain
Berachain (BERA) is the first blockchain driven by Proof of Liquidity, designed to help businesses expand and provide a sustainable on-chain economy. Proof of Liquidity provides BERA with a source of staking rewards derived from the revenue or equity of income-generating companies built on the network. Berachain has raised $150 million from leading digital asset investors, including Brevan Howard, Framework Ventures, Polychain Capital, Samsung Next, Laser Digital by Nomura, Goldentree Asset Management, SBI VC Trade, and others.
About Polychain Capital LP
Polychain Capital, founded by Olaf Carlson-Wee in 2016, is a leading investor in the cryptocurrency protocol and company space. This highly crypto-native institution adopts a hands-on, participatory investment approach aimed at accelerating global adoption of crypto.
About Greenlane Holdings, Inc.
Greenlane was founded in 2005 and is a global premium platform dedicated to developing and distributing high-end smoking accessories, vaping devices, and lifestyle products, serving thousands of manufacturers, processors, specialty retailers, smoke shops, convenience stores, and retail consumers. We operate with a strong family of brands, third-party brand accelerators, and an omnichannel distribution platform.
We have a diverse portfolio of proprietary brands and exclusive licensed products under the Marley Natural and K.Haring brands. We also selectively offer third-party products through direct sales channels and our owned, operated e-commerce platforms, which include Vapor.com, PuffItUp.com, HigherStandards.com, Wholesale.Greenlane.com, and MarleyNaturalShop.com.
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