Strategy Reset: Is the "Buy Buy Buy" Mode Back On? A Comprehensive Analysis of the New Financing Plan

By: blockbeats|2025/03/18 06:15:03
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原文标题:《Strategy 重启「买买买」模式?全解析新融资方案》
原文作者:Scof,ChainCatcher

Strategy Reset: Is the

近日,Strategy(前称 MicroStrategy)正式向美国证券交易委员会提交文件,计划发行最高 210 亿美元的 8% 系列 A 永续优先股。这一举措引发市场关注,因为它不仅涉及大规模资金筹集,还可能对 Strategy 的比特币购买策略带来深远影响。

推荐阅读:「不生产,只屯币」:MSTR 最新财报发布,揭秘 MicroStrategy 的资本增厚与高溢价估值模型

据官方文件披露,这些优先股每股面值 100 美元,年化利率为 8%,每季度支付股息,支付形式可为现金、普通股或两者结合。此外,优先股可按 10:1 的比例转换为普通股,即每 10 股优先股可转换为 1 股普通股。​

此次优先股发行将采用「市场发行计划」模式,即公司可直接在市场上出售优先股,类似于普通股的 ATM 发行。这意味着,Strategy 现已同时拥有普通股和优先股的 ATM 融资渠道。

那么这次优先股的发行与以往有什么不同?这一创新的融资方式是否会为比特币市场带来新的变数?本文将对此做出深入解读。

Strategy 融资方式的演变

在分析 Strategy 最新的融资方式之前,先简单回顾一下其过往购买比特币的方式。

早期阶段,Strategy 作为一家软件公司,使用账面上的闲置现金购入比特币。这个阶段的最初三笔投资买入了 40,700 枚比特币。

随着公司对比特币的投入加大,他们开始利用可转换优先债券(可转债)进行融资。可转债允许投资者在特定条件下将债券转换为公司股票,既提供了下行保护(债券到期可收回本金和利息),也提供了股价上涨的潜在收益。这个方式买入了 119,481 枚比特币。

除了可转债,Strategy 还曾发行优先担保债券,这是一种有抵押的债务工具,比可转债风险更低,但收益模式更固定。利用该模式融资,公司买入了 13,005 枚比特币

随着 MSTR 股价的上涨,从 2021 年开始,公司更多地采用市价股票发行(ATM)方式进行融资。ATM 是一种在美国广泛使用的融资方式,这允许上市公司在公开市场上以当前市场价格直接发行新股,以筹集资金。

而在今年的 2 月 20 日,Strategy 发行了 20 亿美元的可转化优先票据,这种融资方式所需的审查过程比以往更复杂也更耗时,因此当时市场推测 Strategy 购买 BTC 的速度将减慢。

但此次提交审核的 210 亿美元永续优先股又重新让市场对 Strategy 回到「买买买」模式的期待值拉满。

Strategy 持有的 BTC 数量。来源:bitcointreasuries.net

优先股有何不同?

与以往的融资方式相比,Strategy 此次申请的永续优先股在结构上有明显不同。过去,公司主要依靠债务融资和股票增发来获取资金,而这次的优先股发行,则在传统股权融资与债务融资之间找到了一种新的平衡。

优先股与普通股最大的区别在于,它既不完全依赖公司业绩,也无固定到期日和还本要求。它更像是一种「介于两者之间」的金融工具,持有人可以定期获得固定的股息收益,同时在特定条件下转换为普通股。

对于 Strategy 而言,这意味着它可以通过增发优先股持续筹集资金,而无需承担传统债务融资的到期偿还压力。相比于此前发行的可转债和优先担保债券,这种融资方式提供了更大的灵活性,也降低了短期财务负担。

当然,这一模式并非没有代价。优先股的年化利率设定为 8%,相比 Strategy 过去发行的 0%-0.75% 的可转债以及 6.125% 的优先担保债券,融资成本显然更高。市场对此的核心疑问在于,公司如何支付这笔不小的股息成本。

分析师推测,Strategy 可能通过 ATM 增发普通股弥补资金缺口,甚至直接用新增股票支付股息。这种模式虽然让公司能够短时间内筹资,但也可能带来普通股股东权益被稀释的问题。

是下注的好时机吗?

若 Strategy 的永续优先股获批,无疑将会为比特币市场带来新的动力。

简单来说,这种优先股相当于公司找了一种更灵活、更持久的方式来融资,而这些钱最终会用于买入比特币。

相比过去发行债券或直接卖股票筹钱,永续优先股没有固定的到期日,公司可以一直用它来融资,不需要像还债一样定期归还本金。同时,由于这次的优先股采用了类似普通股增发的模式,Strategy 可以随时根据市场情况出售优先股筹集资金,而不需要像债券融资那样等待审批或寻找特定投资人。

这意味着,Strategy 未来买比特币的速度可能会变快,甚至可以更加稳定地持续买入。

但在目前这样低迷的行情下,启动这样一个较为激进的融资方式是否合适?

高盛高级分析师 James Carter 表示,「Strategy 的 210 亿美元优先股发行计划显示了塞勒对比特币的极度乐观,但在当前市场低迷环境下,如此高杠杆操作可能加剧波动风险。」

花旗集团的金融科技研究员 Michael Evans 则认为,「在加密货币市场整体承压的背景下,Strategy 的选择显示了其对未来趋势的判断。若市场回暖,其回报可能惊人,但当前需关注资金流动及市场情绪变化。」

由于永续优先股融资结构复杂,SEC 审批可能耗时数月。

原文链接

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$COIN Joins S&P 500, but Coinbase Isn't Celebrating

On May 13, S&P Dow Jones Indices announced that Coinbase would officially replace Discover Financial Services in the S&P 500 on May 19. While other companies like Block and MicroStrategy, closely tied to Bitcoin, were already part of the S&P 500, Coinbase became the first cryptocurrency exchange whose primary business is in the index. This also signifies that cryptocurrency is gradually moving from the fringes to the mainstream in the U.S.



On the day of the announcement, Coinbase's stock price surged by 23%, surpassing the $250 mark. However, just 3 days later, Coinbase was hit by two consecutive events: a hack where employees were bribed to steal customer data and a demand for a $20 million ransom, and an investigation by the U.S. Securities and Exchange Commission (SEC) into the authenticity of its claim of having over 100 million "verified users" in its securities filings and marketing materials. These two events acted as mini-bombs, and at the time of writing, Coinbase's stock had already dropped by over 7.3%.


Coincidentally, Discover Financial Services, being replaced by Coinbase, can also be considered the "Coinbase" of the previous payment era. Discover is a U.S.-based digital banking and payment services company headquartered in Illinois, founded in 1960. Its payment network, Discover Network, is the fourth largest payment network apart from Visa, Mastercard, and American Express.


In April, after the approval of the acquisition of Discover by the sixth-largest U.S. bank, Capital One, this well-established digital banking company of over 60 years smoothly handed over its S&P 500 "seat" to this emerging cryptocurrency "bank." This unexpected coincidence also portrayed the handover between the new and old eras in Coinbase's entry into the S&P 500, resembling a relay race scene. However, this relay baton also brought Coinbase's accumulated "external troubles and internal strife" to a tipping point.


Side Effects of ETFs


Over the past decade, cryptocurrency exchanges have been the most stable "profit machines." They play a role in providing liquidity to the entire industry and rely on trading fees to sustain their operations. However, with the comprehensive rollout of ETF products in the U.S. market, this profit model is facing unprecedented challenges. As the leader in the "American stack," with over 80% of its business coming from the U.S., Coinbase is most affected by this.



Starting from the approval of Bitcoin and Ethereum spot ETFs, traditional financial capital has significantly onboarded users and funds that originally belonged to exchanges in a more cost-effective, compliant, and transparent manner. The transaction fee revenue of cryptocurrency exchanges has started to decline, and this trend may further intensify in the coming months.


According to Coinbase's 2024 Q4 financial report, the platform's total trading revenue was $417 million, a 45% year-on-year decrease. The contribution of BTC and ETH's trading revenue dropped from 65% in the same period last year to less than 50%.


This decline is not a result of a decrease in market enthusiasm. In fact, since the approval of the Bitcoin ETF in January 2024, the inflow of BTC into the U.S. market has continued to reach new highs, with asset management giants like BlackRock and Fidelity rapidly expanding their management scale. Data shows that BlackRock's iShares Bitcoin ETF (IBIT) alone has surpassed $17 billion in assets under management. As of mid-May 2025, the cumulative net inflow of 11 major institutional Bitcoin spot ETFs on the market has exceeded $41.5 billion, with a total net asset value of $1214.69 billion, accounting for approximately 5.91% of the total Bitcoin market capitalization.


Chart showing the trend of net outflows for Grayscale among the 11 institutions


Institutional investors and some retail investors are shifting towards ETF products, partly due to compliance and tax considerations. On one hand, ETFs have much lower trading costs compared to cryptocurrency exchanges. While Coinbase's spot trading fee rate varies annually in a tiered manner but averages around 1.49%, for example, the management fee for IBIT ETF is only 0.25%, and the majority of ETF institution fees fluctuate around 0.15% to 0.25%.



In other words, the more rational users are, the more likely they are to move from exchanges to ETF products, especially for investors aiming for long-term holdings.


According to multiple sources, several institutions, including VanEck and Grayscale, have submitted applications to the SEC for a Solana (SOL) ETF, with some institutions also planning to submit an XRP ETF proposal. Once approved, this may trigger a new round of fund migration. According to a report submitted by Coinbase to the SEC, as of April, the platform's trading revenue from XRP and Solana accounted for 18% and 10%, nearly one-third of the platform's fee revenue.



However, the Bitcoin and Ethereum ETFs passed in 2024 also reduced the fees for these two tokens on Coinbase from 30% and 15% to 26% and 10%, respectively. If the SOL and XRP ETFs are approved, it will further undermine the core fee revenue of exchanges like Coinbase.


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In April 2025, security researchers discovered that some Coinbase user data was leaked on the dark web. While the platform initially responded by attributing it to a "technical misinformation," it still raised concerns among users regarding its security and privacy protection. Just two days before Dow Jones Indexes announced Coinbase's addition to the S&P 500 Index, on May 11, 2025, Coinbase received an email from an unknown threat actor claiming to have obtained customer account information and internal documents, demanding a $20 million ransom to keep the data private. Subsequent investigations confirmed the data breach.


Cybercriminals obtained the data by bribing overseas customer service agents and support staff, mainly in "non-U.S. regions such as India." These agents abused their access to Coinbase's internal customer support system and stole customer data. As early as February this year, blockchain detective ZachXBT revealed on X platform that between December 2024 and January 2025, Coinbase users lost over $65 million to social engineering scams, with the actual amount potentially higher.


Among the victims was a well-known figure, 67-year-old Ed Suman, an established artist in the art world for nearly two decades, having been involved in the creation of artworks such as Jeff Koons' "Balloon Dog" sculpture. Earlier this year, he fell victim to an impersonation scam involving fake Coinbase customer support, resulting in a loss of over $2 million in cryptocurrency. ZachXBT critiqued Coinbase for its inadequate handling of such scams, noting that other major exchanges have not faced similar issues and recommending Coinbase to enhance its security measures.


Amidst a series of ongoing social engineering incidents, although there has not been any impact on user assets at the technical level so far, it has raised concerns among many retail and institutional investors. Especially institutions holding massive assets on Coinbase. Just considering the U.S. BTC ETF institutions, as of mid-May 2025, they collectively hold nearly 840,000 BTC, and 75% of these are custodied by Coinbase. If we price BTC at $100,000, this amount reaches a staggering $63 billion, which is equivalent to the nominal GDP of two Iceland in the year 2024.


Visualization: ChatGPT, Source: Farside


In addition, Coinbase Custody also serves over 300 institutional clients, including hedge funds, family offices, pension funds, and endowments. As of the Q1 2025 financial report, Coinbase's total assets under management (including institutional and retail clients) reached $404 billion. The specific amount of institutional custodied assets was not explicitly disclosed in the latest report, but it should still be over 50% based on the Q4 2024 report.


Visualization: ChatGPT


Once this security barrier is breached, not only could the rate of user attrition far exceed expectations, but more importantly, institutional trust in it would undermine the foundation of its business. Therefore, after a hacking event, Coinbase's stock price plummeted significantly.


CEXs are All in Self-Rescue Mode


Facing a decline in spot trading fee revenue, Coinbase is also accelerating its transformation, attempting to find growth opportunities in derivatives and emerging assets. Coinbase acquired a stake in the options platform Deribit at the end of 2024 and announced the official launch of perpetual contract products in 2025. This acquisition fills in Coinbase's gap in options trading and its relatively small global market share.



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Facing a similar dilemma is Kraken, which is attempting to replicate Binance Futures' model in non-U.S. markets. Since the derivatives market relies more on professional users, fee rates are relatively higher and stickiness is stronger, making it a significant source of revenue for exchanges. In the first half of 2025, Kraken completed the acquisition of TradeStation Crypto and a futures exchange, aiming to build a complete derivatives trading ecosystem to hedge the risk of declining spot transaction fee income.


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The golden age of transaction fees has quietly ended, and the second half of the crypto exchange platform game has silently begun.


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