This is a different path from Strategy.
Written by: Prathik Desai
Translated by: Luffy, Foresight News
In 2020, Strategy (then known as MicroStrategy) began using debt and stock to acquire Bitcoin. The company, originally selling enterprise software, transformed under the leadership of co-founder and chairman Michael Saylor, injecting company funds into Bitcoin and becoming the largest corporate holder of Bitcoin.
Five years later, Strategy is still selling software, but the contribution of operations to the company's overall gross profit has been steadily declining. In 2024, operational gross profit fell to about 15% compared to 2023; in the first quarter of 2025, that figure dropped by 10% year-over-year. By 2025, Strategy's model has been replicated, adapted, and simplified, paving the way for over a hundred publicly listed entities to hold Bitcoin.
The model is simple: issue low-cost debt secured by the company, buy Bitcoin, and when it appreciates, issue more debt to buy more Bitcoin—creating a self-reinforcing cycle that turns the corporate treasury into a leveraged cryptocurrency fund. Maturing debt is repaid by issuing new shares, diluting existing shareholder equity. However, the appreciation of Bitcoin holdings boosts stock prices, offsetting the impact of equity dilution.
Most companies following in Strategy's footsteps have existing businesses and hope to generate returns on their balance sheets through Bitcoin as an appreciating asset.
Strategy was once entirely an enterprise analytics and business intelligence platform; the 15th largest publicly listed Bitcoin holder, Semler Scientific, was previously a pure health tech company; and GameStop, which recently joined the Bitcoin reserve club and attracted attention, was a well-known retailer of games and electronics before venturing into Bitcoin treasury building.
Now, a new wave of companies is eager to enjoy the benefits of Bitcoin without wanting to bear the burden of establishing a physical business. They have no customers, no profit model, and no operational roadmap. They only need a balance sheet filled with Bitcoin and a financial shortcut to quickly enter the public market. Thus, special purpose acquisition companies (SPACs) have emerged.
These Bitcoin asset SPACs, such as ReserveOne, ProCap (backed by Anthony Pompliano), and Twenty One Capital (supported by Tether, Cantor Fitzgerald, and SoftBank), are launching simple packaging solutions. Their claims are clear: raise hundreds of millions, buy Bitcoin in bulk, and give public market investors a stock code to track it all. That's it; that's the entire business.
The approach of these newcomers is in stark contrast to Strategy: accumulate Bitcoin first, then consider the business part. This model resembles that of a hedge fund rather than a corporation.
However, many companies are still lining up to choose the SPAC path. Why is that?
A SPAC is a shell company that raises funds from investors (usually a group of private investors), goes public on a stock exchange, and then merges with a private company. It is often described as a shortcut to an IPO. In the cryptocurrency space, it is a way for entities heavily invested in Bitcoin to go public quickly, avoiding adverse market sentiment or regulatory shifts; speed is key.
However, this "speed advantage" is often illusory. SPACs promise to complete the listing in 4-6 months, while an IPO takes 12-18 months, but in reality, regulatory scrutiny for cryptocurrency companies takes longer. For example, Circle's attempt to go public via SPAC failed, and it later succeeded through a traditional IPO.
But SPACs still have their advantages.
They allow these companies to paint bold visions, such as "achieving a Bitcoin holding of $1 billion by the end of the year," without immediately undergoing the rigorous scrutiny of a traditional IPO process. They can bring in post-listing private investment (PIPE) from heavyweight firms like Jane Street or Galaxy, pre-negotiate valuations, package themselves as compliant shell companies with SEC regulations, while avoiding being labeled as "investment funds."
The SPAC route simply makes it easier for companies to market their strategies to stakeholders and investors, as there is nothing else to promote besides Bitcoin.
Remember when Meta and Microsoft considered incorporating Bitcoin into their treasuries? They faced overwhelming opposition.
For public investors, SPACs seem to offer pure Bitcoin exposure without direct contact with cryptocurrency, much like buying a gold ETF.
However, SPACs also face acceptance issues among retail investors, who prefer to gain Bitcoin exposure through more popular channels, such as exchange-traded funds (ETFs). A 2025 survey by Institutional Investor on digital assets showed that 60% of investors preferred to access cryptocurrency through registered investment vehicles (like ETFs).
Nevertheless, demand still exists. Because this model contains leverage potential.
Strategy did not stop after buying Bitcoin; it continuously issued convertible notes (likely redeemable through issuing new shares). This approach helped the former business intelligence platform become a Bitcoin "turbocharger": during Bitcoin's price increase, its stock price rose more than Bitcoin itself. This blueprint remains in investors' minds: a SPAC-based Bitcoin company could replicate this acceleration model—buy Bitcoin, issue more stock or debt to buy more Bitcoin, and repeat.
When a new Bitcoin company announces it has secured $1 billion in institutional PIPE investment, it conveys credibility, signaling to the market that large funds are paying attention. Think about how much credibility Twenty One Capital gained from the support of heavyweight firms like Cantor Fitzgerald, Tether, and SoftBank.
SPACs allow founders to achieve this goal early in the company's lifecycle without first building a revenue-generating product. This early institutional recognition helps garner attention, capital, and momentum while reducing the investor scrutiny that publicly listed companies may face.
For many founders, the appeal of the SPAC route lies in its flexibility. Unlike IPOs, which have very strict timelines for disclosures and pricing, SPACs offer greater control over narrative, forecasting, and valuation negotiations. Founders can tell forward-looking stories, set capital plans, retain equity, and avoid the endless fundraising cycle typical of the traditional "venture capital → IPO" path.
This packaging itself is very attractive. Going public is a well-known language: stock codes can be traded by hedge funds, added to retail platforms, and tracked by ETFs. It serves as a bridge connecting crypto-native ideas and traditional market infrastructure. For many investors, this packaging is more important than the underlying mechanics: if it looks like a stock and trades like a stock, it can fit into existing portfolios.
If SPACs can be formed and listed without any existing business, how do they operate? Where does the revenue come from?
SPACs also allow for structural creativity. A company can raise $500 million, invest $300 million in Bitcoin, and use the remaining funds to explore revenue strategies, launch financial products, or acquire other crypto businesses that can generate income. This hybrid model is difficult to achieve under ETFs or other models, as those models have stricter rules and more rigid authorizations.
Twenty One Capital is exploring structured fund management. Its Bitcoin reserves exceed 30,000 coins, while part of it is used for low-risk on-chain yield strategies. The company merged with a SPAC supported by Cantor Fitzgerald and raised over $585 million through PIPE and convertible bonds to purchase more Bitcoin. Its roadmap includes building Bitcoin-native lending models, capital market tools, and even creating Bitcoin-related media content and promotional campaigns.
Nakamoto Holdings, founded by David Bailey of Bitcoin Magazine, took a different path to achieve similar goals. It merged with a publicly listed healthcare company, KindlyMD, to build a Bitcoin treasury strategy. This deal secured $510 million in PIPE and $200 million in convertible note financing, becoming one of the largest crypto-related financings. It aims to securitize Bitcoin exposure into stocks, bonds, and hybrid instruments, allowing it to trade on major stock exchanges.
Pompliano's ProCap Financial plans to offer financial services based on Bitcoin treasuries, including crypto lending, staking infrastructure, and building products that allow institutions to gain Bitcoin yields.
ReserveOne is taking a more diversified approach. While Bitcoin remains the core of its portfolio, it plans to hold a basket of assets like Ethereum and Solana, leveraging these assets for institutional-grade staking, derivatives, and over-the-counter lending.
With support from companies like Galaxy and Kraken, ReserveOne positions itself as a crypto-native BlackRock, combining passive exposure with active yield generation. Theoretically, its revenue comes from lending fees, staking rewards, and the interest rate spread between short-term and long-term bets on cryptocurrency assets.
Even if entities have found sustainable revenue streams, the "public company" label still brings paperwork and challenges.
Post-merger operations highlight the necessity of sustainable revenue models. Fund management, custody, compliance, and auditing become crucial, especially when the only product is a volatile asset. Unlike ETF issuers, many SPAC-supported companies are building from scratch, custody may be outsourced, control may be weak, and risks can accumulate quietly.
Moreover, there are governance issues. Many SPAC sponsors retain special rights, such as enhanced voting power, board seats, and liquidity windows, but they often lack expertise in cryptocurrency. When Bitcoin prices plummet or regulations tighten, experts are needed at the helm. When the market is rising, no one pays attention; but when it falls, problems become apparent.
So, how should retail investors respond?
Some may be attracted by the upside potential, thinking that a small bet on a Bitcoin SPAC could replicate Strategy's prosperity. But they also face multiple risks, such as equity dilution, volatility, redemption, and an untested management team. Others may prefer the simplicity of spot Bitcoin ETFs or even direct ownership of Bitcoin.
Because when you buy Bitcoin stocks listed through a SPAC, you are not directly holding Bitcoin; you are purchasing a plan where someone else buys Bitcoin for you, hoping they will succeed. This hope comes at a cost, and in a bull market, that cost seems worth paying.
However, you still need to understand what you are actually buying and how much you are purchasing.
免责声明：本文章仅代表作者个人观点，不代表本平台的立场和观点。本文章仅供信息分享，不构成对任何人的任何投资建议。用户与作者之间的任何争议，与本平台无关。如网页中刊载的文章或图片涉及侵权，请提供相关的权利证明和身份证明发送邮件到support@aicoin.com，本平台相关工作人员将会进行核查。
