Executive Summary
The ICO mania of 2017 and the NFT-lending bubble of 2021 have a 2025 analogue: the “crypto-treasury company” craze. For anyone willing to shoulder outsized risk in exchange for the chance of getting very rich very quickly, these Nasdaq-listed vehicles have become the vehicle of choice. Two deal structures dominate: reverse mergers and SPACs.

Reverse-Mergers in Practice
A textbook reverse merger starts with a “zombie” micro-cap already listed on Nasdaq: ideally debt-free, with a failed core business, sub-$40 million market cap, minimal litigation risk, and a tight insider register. PIPE investors—often the same promoters who cut their teeth on 2017 ICOs—are rounded up to fund a fresh equity issuance that dilutes legacy shareholders into irrelevance. The new shares go to the PIPE group, who install a new board and a treasury-focused mandate. Dollars are raised (sometimes via in-kind crypto subscriptions), and the proceeds are used to buy a chosen cryptocurrency.

Post-deal, the target is expected to trade at two to five times the spot value of its coin holdings. From there, new equity can be printed to buy still more coins—MicroStrategy’s playbook in miniature—driving a virtuous loop: each above-mNAV issuance increases coins per share, which can goose both the token price and the equity premium. PIPE buyers enter at ~0.8–1.0× the projected coin value, hoping to flip into a hefty premium within months.

Why Investors Bite
Critics call the premium circular—“the premium proves the premium”—and worry it smells like a Ponzi. Yet at the PIPE level the trade can look irresistible. Imagine you are an OG HODLer sitting on 1 000 BTC in cold storage:

• Hold: maintain the status quo.

• PIPE: commit the coins (or their fiat equivalent) to the treasury company.

The payoff tree:

• Heads: the stock trades at a wide premium; you sell, buy back more BTC than you started with.

• Tails: the stock sags below mNAV—no problem. You have voting control and a management team you trust (think Saylor, Back, Mallers or Pompliano). They promise to close the discount by selling coins, buying back stock or paying dividends. Tails, you still win—minus some fees and dilution.

Enter the Passive Funds
If the strategy works and the company grows large enough, index inclusion follows. Vanguard—famously anti-Bitcoin—became MicroStrategy’s single largest shareholder by June 2025, holding 7 % across 66 funds. Goldman’s November 2024 report pegs the median passive ownership of S&P 500 names at 26 %; Nasdaq Inc. itself tops the list at 43 %.

Passive inflows create quasi-mandated buyers every time the company prints new equity to buy more coins. Project the math: should MicroStrategy ever reach 50 % passive ownership while trading at 2× mNAV, Saylor’s “infinite money printer” becomes a literal back-door into the legacy financial system.

The Promoter-Advisor Ecosystem
Every deal needs a face: the strategic advisor, asset-manager or promoter who:

• Appoints (or becomes) the CEO

• Crafts the treasury policy—when and how much crypto to buy

• Sells the story to investors

These advisors are often the difference between life and death for the vehicle. Unlike investment-bank sponsors (e.g., Cantor Fitzgerald, which earns 1–8 % in set-up fees), advisors sign multi-year service agreements whose payouts are tied to market cap or mNAV premium. Below is a selective snapshot culled from SEC filings (omissions reflect lack of disclosure).

The result is another “win-don’t-lose” option: if the stock levitates, the advisor earns rich fees and investors profit; if not, the advisor is paid less and downside is cushioned. The arrangement also undercuts the claim that treasury companies are cheaper than ETFs—total advisory plus sponsor costs can be substantial.

Conclusion: From Frenzy to Fade?
High advisory fees may be the price of admission, and advisors are often the largest investors themselves, aligning skin with story. In hot markets few balk at the cost—recall GBTC’s 2.5 % management fee that seemed reasonable until spot-BTC ETFs undercut it to 25 bps, triggering billions in outflows.

The likely endgame: most treasury companies will eventually trade at deep discounts to mNAV, reverting to “zombie” status while still charging hefty fees. A handful, however, may grow so large that passive giants such as Vanguard and State Street become their top shareholders; at that point the premium collapses toward 1.0× or below. Until then, the music plays—and passive investors keep footing the bill.