Bitcoin reverse merger with a publicly listed company! 15,000 coins for equity swap, MicroStrategy model evolves

MarketWhisper
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Bitcoin Reverse Merger with a Publicly Listed Company

Skyreach Holdings announces that investors used 15,000 Bitcoins to exchange for equity, valued at approximately $1.1 billion. For the first time, Bitcoin is entering a publicly listed company’s capital structure as an “investment asset,” not through buying ETFs or issuing bonds, but by directly exchanging for shares. MicroStrategy has accumulated over 710,000 Bitcoins through financing, and Skyreach’s completion of this transaction will make it the eighth-largest Bitcoin treasury holder, surpassing Coinbase.

A Historic Leap: From Bitcoin Holding to Equity Exchange

Bitcoin is making its first entry into a company’s capital structure as an “investment asset.” On February 4th, Nasdaq-listed insurance broker Skyreach Holdings announced that an undisclosed investor would invest 15,000 Bitcoins in exchange for equity in the company. Based on Bitcoin’s price at the time (~$75,000), this investment’s nominal value is about $1.1 billion.

The announcement did not disclose specific details, but it marked a historic breakthrough: Bitcoin, for the first time, entered the equity structure of a Nasdaq-listed company as an “investment asset.” This is not buying an ETF, not holding BTC directly, nor issuing bonds to buy coins. It is using Bitcoin to directly exchange for company equity.

The revolutionary aspect of this transaction model is that it disrupts the traditional relationship between assets and companies. The conventional logic is: company raises funds → purchases assets → assets appreciate → shareholders benefit. The new logic is: asset holders → exchange assets for equity → assets become the core of company value → company becomes a vehicle for assets. Under this structure, the company almost becomes a “listing shell” for Bitcoin, and Bitcoin holders, through equity exchange, become the actual controllers of the company.

If the transaction completes, Skyreach will hold over 15,000 Bitcoins, surpassing Coinbase, and become the eighth-largest Bitcoin treasury company globally. But unlike MicroStrategy, mining firms, or exchanges, this is not “buying Bitcoin with fiat currency,” but more like “buying a Nasdaq-listed company’s shell” with Bitcoin. In this structure, the transaction no longer looks like an investment but more like a reverse merger of crypto assets into the traditional capital markets.

The Three Revolutionary Aspects of Skyreach’s Transaction

Asset to Capital: Bitcoin enters a company’s capital structure as an investment asset for the first time, not as a purchased target.

Reverse Merger Logic: BTC holders exchange coins for equity, effectively “buying a shell company.”

Climbing to Eighth Place: 15,000 Bitcoins make it the eighth-largest Bitcoin holder company worldwide, surpassing Coinbase.

Legally and accounting-wise, this transaction is extremely complex. How to value Bitcoin? At the transaction time price or using moving averages? If Bitcoin’s price fluctuates, how to adjust the equity ratio? Why is the investor’s identity undisclosed? These issues could attract regulatory scrutiny. The SEC has strict disclosure requirements for non-cash contributions in exchange for company equity, and Skyreach may need to provide more details later.

MicroStrategy: From Software Company to Bitcoin Machine

Over the past two years, a profound change has been occurring: Bitcoin is systematically entering the balance sheets of listed companies. Take MicroStrategy as an example; it has fundamentally changed the traditional logic of listed companies. It no longer makes money by selling software but has become a financial machine: continuously issuing stock and convertible bonds, converting financing into Bitcoin.

Legally, it is a Nasdaq-listed company; financially, it functions more like a “Bitcoin asset amplifier”; in capital markets, it has become a Bitcoin channel that does not require ETFs and is directly tradable. MicroStrategy currently holds over 710,000 Bitcoins, making it the largest corporate Bitcoin holder globally. Its market value fluctuates almost entirely with Bitcoin’s price, with leverage far higher than direct Bitcoin holdings.

Japanese company Metaplanet, US-based Twenty One Capital, and Bitcoin Standard Treasury follow the same path as MicroStrategy. These companies have formed a new species: Bitcoin treasury companies. Their business model is very simple: raise funds → buy Bitcoin → stock price rises → issue more shares or bonds → buy more Bitcoin. This positive cycle is highly effective in a bull market but also very fragile in a bear market.

To date, the largest publicly listed Bitcoin holders form a sizable camp: MicroStrategy (over 710,000), Mara, Riot, Hut 8 and other major mining firms, Coinbase, Bullish, and other trading platforms, as well as Bitcoin treasury companies like Twenty One Capital, Metaplanet, and Bitcoin Standard Treasury, and even tech and payment companies like Tesla and Block.

Global Camp of Bitcoin-Listed Companies

Treasury Companies: MicroStrategy (710,000), Metaplanet, Twenty One Capital

Mining Firms: Mara, Riot, Hut 8, with dual exposure to mining and holding

Trading Platforms: Coinbase, Bullish—benefiting from both operations and holdings

Tech & Payments: Tesla, Block—partially strategic reserves

These companies share a common trait: they turn Bitcoin from an investment asset into part of their corporate capital structure. Skyreach’s 15,000 Bitcoin transaction is a further leap in this development. Bitcoin is no longer just “held” by companies but is beginning to be used to reconstruct ownership itself.

Bitcoin Is Reshaping the Network of Listed Companies

From MicroStrategy’s 710,000 Bitcoins to mining firms, exchanges, treasury companies, and now direct Bitcoin-to-equity exchanges, a clear path has emerged: Bitcoin is reshaping the “network of listed companies.” When enough listed companies treat Bitcoin as a foundational layer of capital and ownership, Bitcoin will no longer be just a “crypto asset” but will become a financial infrastructure embedded within the global capital system.

Once this network effect forms, it will generate a self-reinforcing cycle: more companies hold Bitcoin → Bitcoin liquidity and recognition increase → more investors are willing to fund with Bitcoin → more companies accept Bitcoin for equity → Bitcoin’s position in capital markets solidifies. The end of this cycle could see Bitcoin become a valuation unit alongside the US dollar and euro for corporate financing and M&A transactions.

However, this model also faces significant challenges. MicroStrategy’s case has already exposed the risks of extreme leverage: its stock price plummeted 67% in six months, with an average cost around $76,000, putting shareholder value under pressure; state pension funds lost $330 million. When Bitcoin’s price drops, these highly Bitcoin-dependent companies will face a “double whammy”: Bitcoin price decline plus even larger stock price declines.

Regulators are also paying attention to this new pattern. The SEC might question whether these companies should be classified as investment companies rather than operating companies; if classified as investment companies, they could face stricter regulation. Additionally, transactions involving Bitcoin for equity involve complex valuation and tax issues, potentially prompting adjustments in accounting standards and tax laws.

For investors, Bitcoin treasury companies offer leveraged exposure to Bitcoin but also amplify risks. When Bitcoin rises, their stock prices could increase several times Bitcoin’s gains; when it falls, losses could be magnified. Skyreach’s case pushes this model to the extreme: if the transaction completes, it becomes almost a pure Bitcoin holding tool, with the company’s original business value potentially completely overlooked.

From a philosophical perspective, this marks a shift from “passive investment target” to “active capital tool” for crypto assets. Bitcoin is no longer just waiting to be bought but actively “purchasing” entry tickets into the traditional financial world. As this model becomes widespread, the boundary between traditional companies and crypto assets will blur, ushering in a new era of “Bitcoin Standard” in the capital markets.

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