ALT5 Sigma Announces US $1.5B Offering to Launch $WLFI Treasury Strategy
ALT5 Sigma Corp. (NASDAQ: ALTS)(FRA: 5AR1) (“ALT5” or the “Company”) has entered into definitive agreements for a combined US $1.5 billion Registered Direct Offering and concurrent Private Placement. Upon closing, the company intends to implement its $WLFI Treasury Strategy, acquiring approximately 7.5 percent of the total supply of World Liberty Financial’s (“WLFI”) $WLFI tokens and initiating dedicated cryptocurrency treasury operations.
Key Offering Details
· Registered Direct Offering
o ALT5 will issue and sell up to 100,000,000 shares of common stock (or common stock equivalents) at a purchase price of US $7.50 per share. The securities will be offered under the company’s effective Form S-3 registration statement and a related prospectus supplement to be filed with the U.S. Securities and Exchange Commission.
· Concurrent Private Placement
o In a separate agreement, ALT5 will sell 100,000,000 shares of common stock (or equivalents) at the same US $7.50 per share purchase price. World Liberty Financial, Inc. is acting as the lead investor in the concurrent Private Placement Offering, which also included participation by a select number of the world’s largest institutional investors and prominent crypto venture capital firms. Consideration for the Private Placement will be paid in the form of $WLFI tokens from World Liberty Financial.
· Combined Proceeds
o Gross proceeds from the Offerings are expected to be approximately US $1.5 billion before deducting fees and expenses. Closing is anticipated on or about August 12, 2025, subject to customary conditions.
· Use of Proceeds
o ALT5 intends to use the net proceeds to acquire $WLFI tokens, establish its cryptocurrency treasury program, settle existing litigation, repay debt, and fund operations and general corporate purposes.
Market Note: Understanding the Two Offering Types
In this transaction, ALT5 Sigma is raising capital through two separate but concurrent structures:
· Registered Direct Offering – Shares are issued under an effective SEC registration statement, making them freely tradable upon issuance. This route allows ALT5 to sell directly to selected institutional investors without a broader public marketing process.
· Concurrent Private Placement – Shares (or equivalents) are sold under an SEC exemption, meaning they are restricted from immediate resale in the U.S. unless registered later or an exemption applies. In this case, payment is being made in $WLFI tokens.
The dual structure allows ALT5 to combine traditional capital raising with a strategic, token-based investment from its lead partner, World Liberty Financial.
Board and Management Changes (Effective at Closing)
· Zach Witkoff, Co-Founder and CEO of World Liberty Financial, Inc., to become Chairman of the Board.
· Eric Trump to join as a Director.
· Zak Folkman, Co-Founder and COO of WLFI, to serve as Board Observer.
· Matt Morgan to be appointed Chief Investment Officer.
About ALT5 Sigma Corporation
ALT5 Sigma provides blockchain-powered platforms for tokenization, trading, clearing, settlement, payments, and custody of digital assets. Core products include ALT5 Pay, a cryptocurrency payment gateway enabling merchants to accept and make digital asset payments with fiat conversion options, and ALT5 Prime, an over-the-counter trading platform available via web, mobile, FIX API, and NYFIX gateway. Since inception, ALT5 has processed more than US $5 billion in cryptocurrency transactions.
Kingswood Capital Markets is the first and only bank providing equity research coverage on ALT5 Sigma. Principals of ArcStone Securities and Investments Corp. have previously invested in ALT5, and the company has been featured in ArcStone-led roadshows and strategic advisory initiatives.
ArcStone’s View
The combined offering positions ALT5 to embed a significant proprietary token position into its balance sheet, aligning its core payments and trading businesses with a direct stake in a DeFi-focused protocol. Through the planned acquisition of approximately 7.5% of the total supply of WLFI tokens, ALT5 gains both a substantial digital asset holding and a strategic alignment with one of the fastest-growing stablecoin issuers globally. The recently enacted GENIUS Act, which establishes a clear federal framework for fully backed U.S. payment stablecoins, is expected to accelerate institutional adoption and enhance the credibility of compliant issuers, making this WLFI partnership particularly well-timed. The participation of World Liberty Financial as lead investor, alongside select institutional and cryptocurrency venture firms, underscores strategic alignment between the token issuer and ALT5’s platform ambitions. Combined with its existing payment and trading infrastructure, this positions ALT5 to integrate stablecoin capabilities into its broader service offering, strengthen its market presence, and diversify its revenue opportunities. Investors will watch for the successful close of the offering and execution of the WLFI Treasury Strategy as key near-term catalysts.
About ArcStone Securities and Investments Corp.
ArcStone Securities and Investments Corp. is an independent financial services firm with operations in New York, Toronto, Dallas, and Florida, specializing in providing strategic advice and capital markets solutions to public and private companies. Our platform is purpose-built to connect issuers with global pools of institutional, family office, and retail capital, ensuring the right investors at every stage of their corporate lifecycle. We believe this sets us apart as few firms have access to all pools of capital. Our leadership team is comprised of Managing Directors and Principals from tier-one institutions including Cantor Fitzgerald, TD Securities, and Bank of Montreal, bringing a depth of capital markets expertise and a proven track record of execution to every client engagement. Through our strategic relationship with Kingswood U.S., we have access to over 300 Registered Investment Advisors (RIAs) managing more than $15B in client assets, one of the largest retail advisory networks in North America. Combined with ArcStone’s proprietary digital investor awareness platform, we deliver a differentiated blend of institutional execution and retail-style distribution, enabling our clients to successfully scale from the growth stage through to full institutional coverage.
ArcStone Financial Pulse Team
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