SBAQ
Industry:
Capital Markets

DESCRIPTION

Subversive Bitcoin Acquisition Corp. is a blank check SPAC that raised $100M in its IPO to acquire a target business in the cryptocurrency and blockchain sector — including exchanges, custodians, market makers, and blockchain platforms. The company has no operations or revenue until it completes an acquisition. What sets it apart from most SPACs is that it allocates 10% of IPO proceeds ($10M) to purchase and hold bitcoin as a treasury reserve asset, with the remaining $90M held in a cash trust in U.S. Treasuries or money market funds. The bitcoin is held via GalaxyOne Prime as custodian and is treated as a permanent balance sheet item until a deal closes or the SPAC liquidates. Bitcoin price changes flow directly into the per-share redemption value available to public shareholders above the $9.00/share floor. The sponsor economics follow the standard SPAC promote structure: the sponsor acquired 2.5M founder shares for $25,000, which convert to roughly 20% of total shares at deal close — creating an asymmetric payoff for the sponsor relative to public investors. The company is led by Michael Auerbach, founder of Subversive Capital, with Galaxy Digital's Head of Strategy serving as a director and Galaxy providing crypto-sector deal sourcing and bitcoin custody — a relationship that offers industry access but also creates disclosed conflicts of interest.

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