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The first and only Berachain (“BERA”) digital asset treasury endorsed by the Berachain Foundation
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This round of financing is led by institutions and crypto-native investors including Polychain Capital, with participation from several well-known investors such as Blockchain.com, Kraken, North Rock Digital, CitizenX, dao5, and others.
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Berachain is a Layer 1 blockchain utilizing Proof of Liquidity—a mechanism designed to accelerate on-chain business growth and capture its value through the BERA token.
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Upon completion of the transaction, Ben Isenberg will lead Berachain treasury strategy BeraStrategy and will be appointed as Chief Investment Officer (CIO); meanwhile, Bruce Linton will join the board as Chairman, and Billy Levy will join the board as Director.
On October 20, 2025, Greenlane Holdings, Inc. (NASDAQ: GNLN) announced that it has priced and signed a public company private placement (“PIPE”) transaction (“the Transaction”). The Transaction is led by Polychain Capital, with investors including Blockchain.com, Kraken, North Rock Digital, CitizenX, dao5, and other high-quality investors.
The company intends to use the net proceeds from the Transaction to implement its digital asset treasury strategy and acquire BERA, the native token of the Berachain blockchain. BERA will become the company’s primary treasury reserve asset. BERA is also the fee token for Berachain; Berachain is the first Layer 1 blockchain powered by Proof of Liquidity, designed to help enterprises expand and drive the on-chain economy.
Incoming BeraStrategy Chief Investment Officer Ben Isenberg stated: “I believe the key differentiator for BERA lies in its source of yield—unlike previous PoS chains such as Ethereum and Solana, BERA’s yield comes from the monetization of its block rewards. I think Berachain’s institutional growth potential remains largely untapped. The team has built a highly recognizable brand within the crypto-native community, and we believe that as it gains exposure to traditional capital markets, this brand can grow even further.”
Jonathan Ip, General Counsel of the Berachain Foundation, stated: “We are excited to work with this talented and forward-thinking team to develop their treasury strategy. BeraStrategy is an important step for Berachain to engage more broadly with capital markets and institutional participants. The team’s strong conviction in our ecosystem, combined with their experience in traditional finance, crypto markets, and retail communities, enables them to effectively expand BERA’s influence and reach.”
After the transaction, the company’s management team is expected to add decades of experience in global capital markets and technology enterprises, including incoming Chairman Bruce Linton and Director Billy Levy. Billy Levy is a serial entrepreneur and capital markets executive with experience building, scaling, and successfully exiting companies across multiple industries; he co-founded Virgin Gaming with Sir Richard Branson. Bruce Linton previously led Canopy Growth Corporation to a $15 billion market capitalization and has extensive leadership experience in the communications and clean technology sectors.
Bruce Linton stated: “We firmly believe BERA is leading the next era of blockchain incentive structures. Therefore, we see it as a highly attractive opportunity in the capital markets.”
Transaction Overview
This transaction is a $110 million PIPE, involving the purchase and sale of Greenlane’s Class A common stock and/or prepaid warrants to purchase Class A common stock, at a purchase price of $3.84 per share and $3.83 per prepaid warrant. Investors contributing locked or unlocked BERA will only be allocated and sold prepaid warrants. This PIPE consists of approximately $50 million in cash or equivalents and approximately $60 million in BERA tokens. The transaction is expected to close on or around October 23, 2025, subject to customary closing conditions.
Upon closing, the company intends to use the net proceeds primarily to purchase BERA through open market and over-the-counter (OTC) transactions to establish the company’s BERA treasury operations, as well as for working capital and general corporate purposes.
Transaction and Subsequent Arrangements
The company’s common stock will continue to trade on the Nasdaq Capital Market (NASDAQ: GNLN), and the updated treasury strategy will take effect immediately upon closing of the Transaction. The company will emphasize position transparency and verifiability, maintaining close interaction with the BERA ecosystem and community.
Greenlane will continue to operate its distribution business. The company expects to provide regular updates, including progress on BERA acquisitions, treasury performance, and governance measures, striving to establish the largest institutionally managed BERA position in the public market.
Advisors
Aegis Capital Corp. serves as the exclusive placement agent for this offering.
Kaufman & Canoles, P.C. serves as legal counsel to Aegis Capital Corp. Sichenzia Ross Ference Carmel LLP serves as legal counsel to the company. Paul Hastings LLP serves as legal counsel to Polychain Capital LP.
About Berachain
Berachain (BERA) is the first blockchain powered by Proof of Liquidity, designed to help enterprises expand and provide a sustainable on-chain economy. Proof of Liquidity provides BERA with staking yields derived from the income or equity of profitable, revenue-generating companies built on the network. Berachain has raised $150 million from leading digital asset investors, including Brevan Howard, Framework Ventures, Polychain Capital, Samsung Next, Laser Digital by Nomura, Goldentree Asset Management, SBI VC Trade, and others.
About Polychain Capital LP
Polychain Capital, founded by Olaf Carlson-Wee in 2016, is a leading investor in cryptocurrency protocols and companies. This highly crypto-native institution adopts a hands-on, participatory investment approach aimed at accelerating global crypto adoption.
About Greenlane Holdings, Inc.
Founded in 2005, Greenlane is a global premium platform dedicated to developing and distributing high-end smoking accessories, vaporization devices, and lifestyle products, serving thousands of producers, processors, specialty retailers, smoke shops, convenience stores, and retail consumers. We operate through a strong family of brands, third-party brand accelerators, and an omnichannel distribution platform.
We own a diversified portfolio of proprietary brands and hold exclusive licensing rights for Marley Natural and K.Haring branded products. We also selectively offer third-party products through direct sales channels and our owned and operated e-commerce platforms, including Vapor.com, PuffItUp.com, HigherStandards.com, Wholesale.Greenlane.com, and MarleyNaturalShop.com.
