The total proceeds of this offering are expected to be approximately $1.5 billion, and the net proceeds from the offering will be used to acquire $WLFI tokens. ALT5 Sigma Corporation (NASDAQ: ALTS)(FRA: 5AR1) (the "Company" or "ALT5") today announced that it has entered into a definitive agreement to offer and sell up to 100 million shares of its common stock (or its equivalents) in a registered direct offering at a price of $7.50 per share. The offering is expected to raise approximately $1.5 billion before deducting placement agent fees and other offering expenses. The consideration paid in the private placement was in the form of $WLFI tokens issued by World Liberty Financial, Inc. ("WLFI"). The offering was priced at market price in accordance with Nasdaq rules. World Liberty Financial, Inc. led the concurrent private placement, with participation from several of the world's largest institutional investors and prominent crypto venture capital firms. The offering is expected to close on or about August 12, 2025, subject to customary closing conditions. The company intends to use the net proceeds from the offering to acquire $WLFI tokens, establish the company's cryptocurrency treasury operations, resolve existing litigation, repay existing debt, support the company's existing business operations, and for working capital and general corporate purposes. AGP/Alliance Global Partners served as the sole placement agent for the offering. The securities offered in this registered direct offering (but not including those offered in the private placement) are being offered and sold by ALT5 pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-289176), including a base prospectus, which was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on August 1, 2025, and declared effective by the SEC on August 8, 2025. The securities to be offered in this registered direct offering are being offered only by means of a prospectus supplement, which forms a part of the registration statement. The final prospectus supplement and accompanying base prospectus relating to this registered direct offering will be filed with the SEC and available on the SEC's website at http://www.sec.gov The offer and sale of the securities in the private placement described above were not a public offering and have not been registered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D thereunder, or under the Securities Act or applicable state securities laws. Therefore, the securities in the private placement may not be re-offered or resold in the United States except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and such applicable state securities laws.
Third, the benefits of a "strong alliance"
Zach Witkoff, co-founder and CEO of World Liberty Financial, Inc., will become Chairman of the ALT5 Board of Directors; Eric Trump will become a director; Zak Folkman, co-founder and COO of World Liberty Financial, will become a board observer; and Matt Morgan, advisor to WLFI, will become its Chief Investment Officer.
The most direct benefit of this strong alliance for ALT5 Sigma Corporation is its positive short-term stock price.
Upon news of ALT5 Sigma Corporation's creation of the WLFI Treasury Reserve, its stock price quickly surged, reaching a high of $9.25, but then plummeted to a low of $6.31, a drop of 31.78%. Secondly, WLFI is deeply tied to Trump. ALT5 Sigma Corporation holds a large amount of WLFI, and core WLFI project personnel have joined the company, meaning ALT5 Sigma Corporation has clung to the president's influence. Currently, as US crypto policy is easing, companies deeply tied to the Trump camp are more likely to capture policy trends in a timely manner and even gain a certain voice in the policymaking process. This allows them to plan policy-aligned businesses in advance and avoid potential regulatory risks. Furthermore, ALT5 Sigma Corporation has secured the endorsement of the President of the United States. Trump's political and business influence is a powerful tool for ALT5 Sigma Corporation to expand its business. For WLFI, this has enabled it to find a shell company already listed on the Nasdaq. Firstly, this move will accelerate WLFI's fundraising process. The $1.5 billion in funding for WLFI tokens will directly drive up WLFI's price and instill long-term investor confidence. This will allow World Liberty Financial to quickly attract significant capital for token ecosystem development, market expansion, or reserve fund replenishment, aligning with ALT5 Sigma Corporation's strategy of rapidly raising funds to advance WLFI's treasury strategy. Secondly, using a shell company can better comply with regulatory requirements. ALT5 Sigma Corporation strictly adhered to Nasdaq rules and relevant SEC regulations during its offering process. Its registered direct offering was conducted based on a valid registration statement, providing a legal basis for WLFI's listing through a shell company. Fourth, who else has announced a WLFI treasury reserve plan? Another company that has announced a WLFI treasury reserve plan is BigStrategy Inc. BigStrategy Inc. is an innovative blockchain-focused company operating a microstrategy project on the BSC chain, dedicated to building a unique crypto-financial ecosystem. BigStrategy Inc. positions itself as an "on-chain company modeled after the WLFI microstrategy model," focusing on reserving WLFI and USD1. On August 5, 2025, BigStrategy Inc., a microstrategy project on the BSC blockchain, announced on social media that it had accumulated over 2 million WLFI tokens and planned to continue increasing its holdings. The company stated that this was a long-term capital allocation strategy aimed at creating tangible value for shareholders. It emphasized that this move was not based on speculation, but rather on building value through strict discipline and continuous accumulation.
Summary
Nick Tomaino, founder of 1confirmation, a crypto venture capital firm, once wrote: "Now every coin holder is looking for a treasury company to save their assets. However, the treasury company model only works when the market generally believes that the cryptocurrency has the function of storing value. No one wants to let a group of fraudulent insiders profit. This is the most significant difference between tokens that can serve as a store of value with public credibility and neutrality and so-called "company coins."
Vitalik also pointed out that he supports the so-called Ethereum treasury company, but warned that if handled improperly, this trend may evolve into an "over-leveraged game."
The crypto treasury reserve plan has indeed brought some companies back to life, but more often than not, it has only caused stock prices to soar and plummet. Sharp stock price fluctuations, regulatory uncertainty, and the fundamental differences between "corporate coins" and true store-of-value tokens all serve as a reminder to the market: crypto treasury reserve programs are not a panacea, and the risks and challenges they pose cannot be ignored. For businesses, a short-term capital frenzy may lead to stock price growth, but finding a real value anchor in the real world is a question crypto treasury companies should seriously consider. For the crypto industry, the prevalence of crypto treasury reserves is an inevitable stage in its development. Rejecting the labels of "bubble" and "speculation" associated with crypto treasury companies and transforming widespread skepticism into opportunities to truly drive industry innovation are top priorities for practitioners.
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