Merger Faces Legal Roadblock
A proposed merger between Strive, a crypto-focused asset management firm, and Semler Scientific, a healthcare technology company turned Bitcoin treasury holder, is facing a shareholder revolt. The lawsuit, filed by investor Terry Tran in the U.S. District Court for the Northern District of Illinois, accuses Semler Scientific and its board of misleading shareholders about the financial fairness of the deal.
According to the complaint, Semler’s registration statement was “materially incomplete and misleading”, particularly regarding how the merger would affect the combined company’s financial outlook. The plaintiff argues that key details on valuation and fairness opinions were withheld, violating Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, which prohibit deceptive proxy materials and hold executives accountable for such violations.
Deal Structure and Shareholder Concerns
Under the agreement announced in September 2025, Strive — led by former U.S. presidential candidate Vivek Ramaswamy — plans to acquire Semler Scientific through a stock-for-stock transaction. Each Semler shareholder would receive 21.05 shares of Strive Class A common stock for every share they own.
The deal aims to consolidate Strive’s growing influence as a publicly traded Bitcoin treasury company, following its recent merger with Asset Entities. However, shareholders are now questioning whether the merger undervalues Semler’s assets and whether the company’s leadership fully disclosed the financial implications.
“The Registration Statement fails to provide investors with sufficient financial data to make an informed decision,” the lawsuit states. “Shareholders are entitled to accurate and complete information before casting their votes.”
Tran’s lawsuit seeks an injunction to delay or block the shareholder vote until revised disclosures are issued. If the merger has already been executed, the plaintiff is asking the court to rescind the transaction or award damages. The case is being handled by Ademi & Fruchter, a Wisconsin-based securities litigation firm known for representing investors in corporate governance disputes.
Both firms are among the top 20 public Bitcoin treasury holders, according to BitcoinTreasuries.Net. Strive holds 5,885 BTC, while Semler Scientific owns 5,021 BTC, reflecting their shared belief in Bitcoin as a long-term store of value. The sector’s leaders — including MicroStrategy (640,250 BTC) and MARA Holdings (53,250 BTC) — have inspired smaller firms to adopt similar treasury strategies.
Despite their smaller scale, Strive and Semler have positioned themselves as notable Bitcoin-backed companies, merging finance and blockchain innovation. Yet, as the lawsuit underscores, shareholder transparency remains a crucial test for crypto-integrated corporations navigating public markets.
Disclaimer
This content is for informational purposes only and does not constitute financial, investment, or legal advice. Cryptocurrency trading involves risk and may result in financial loss.