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Volcon Announces over $500,000,000 Private Placement to Initiate Bitcoin Treasury Strategy

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Volcon (NASDAQ:VLCN) has announced a significant strategic shift with a $500 million private placement to implement a Bitcoin treasury strategy. The company will sell 50,142,851 shares at $10.00 per share to institutional and accredited investors, with Empery Asset Management as lead investor.

The company plans to use 95% of the proceeds to acquire Bitcoin as its primary treasury reserve asset. As part of this transformation, Ryan Lane from Empery Asset Management has been appointed co-CEO and Chairman of the Board, alongside three new board members. Volcon has partnered with Gemini Nustar LLC to execute this Bitcoin strategy while maintaining its electric off-road power sports business under John Kim's leadership.

Volcon (NASDAQ:VLCN) ha annunciato un importante cambiamento strategico con un collocamento privato da 500 milioni di dollari per implementare una strategia di tesoreria basata su Bitcoin. La società venderà 50.142.851 azioni a 10,00 dollari per azione a investitori istituzionali e accreditati, con Empery Asset Management come investitore principale.

L'azienda prevede di utilizzare il 95% dei proventi per acquisire Bitcoin come principale riserva di tesoreria. Come parte di questa trasformazione, Ryan Lane di Empery Asset Management è stato nominato co-amministratore delegato e presidente del consiglio di amministrazione, insieme a tre nuovi membri del consiglio. Volcon ha collaborato con Gemini Nustar LLC per attuare questa strategia Bitcoin, mantenendo al contempo il suo business di sport motoristici elettrici off-road sotto la guida di John Kim.

Volcon (NASDAQ:VLCN) ha anunciado un cambio estratégico significativo con una colocación privada de 500 millones de dólares para implementar una estrategia de tesorería en Bitcoin. La compañía venderá 50,142,851 acciones a 10.00 dólares por acción a inversores institucionales y acreditados, con Empery Asset Management como inversor principal.

La empresa planea usar el 95% de los fondos para adquirir Bitcoin como su principal activo de reserva de tesorería. Como parte de esta transformación, Ryan Lane de Empery Asset Management ha sido nombrado co-CEO y presidente del consejo, junto con tres nuevos miembros del consejo. Volcon se ha asociado con Gemini Nustar LLC para ejecutar esta estrategia de Bitcoin, mientras mantiene su negocio de deportes eléctricos todoterreno bajo el liderazgo de John Kim.

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회사ëŠ� 수ìµê¸ˆì˜ 95%ë¥� ë¹„íŠ¸ì½”ì¸ ë§¤ìž…ì—� 사용하여 주요 재무 준ë¹� ìžì‚°ìœ¼ë¡œ ì‚¼ì„ ê³„íšìž…니ë‹�. ì� ë³€í™”ì˜ ì¼í™˜ìœ¼ë¡œ Empery Asset Managementì� Ryan Laneì� ê³µë™ ìµœê³ ê²½ì˜ìž�(CEO) ë°� ì´ì‚¬íš� ì˜ìž¥ìœ¼ë¡œ 임명ë˜ì—ˆìœ¼ë©°, ì„� ëª…ì˜ ì‹ ê·œ ì´ì‚¬ë� 함께 ì„ ìž„ë˜ì—ˆìŠµë‹ˆë‹�. Volconì€ Gemini Nustar LLC와 협력하여 ì� ë¹„íŠ¸ì½”ì¸ ì „ëžµì� 실행하는 한편, John Kimì� 리ë”ì‹� 아래 전기 오프로드 파워 스í¬ì¸� 사업ì� 유지합니ë‹�.

Volcon (NASDAQ:VLCN) a annoncé un changement stratégique majeur avec un placement privé de 500 millions de dollars afin de mettre en œuvre une stratégie de trésorerie en Bitcoin. La société vendra 50 142 851 actions à 10,00 dollars par action à des investisseurs institutionnels et accrédités, avec Empery Asset Management en tant qu'investisseur principal.

La société prévoit d'utiliser 95 % des fonds pour acquérir des Bitcoins comme principal actif de réserve de trésorerie. Dans le cadre de cette transformation, Ryan Lane d'Empery Asset Management a été nommé co-CEO et président du conseil d'administration, aux côtés de trois nouveaux membres du conseil. Volcon s'est associé à Gemini Nustar LLC pour exécuter cette stratégie Bitcoin tout en maintenant son activité de sports motorisés électriques tout-terrain sous la direction de John Kim.

Volcon (NASDAQ:VLCN) hat eine bedeutende strategische Neuausrichtung mit einer 500-Millionen-Dollar-Privatplatzierung angekündigt, um eine Bitcoin-Treasury-Strategie umzusetzen. Das Unternehmen wird 50.142.851 Aktien zu je 10,00 US-Dollar an institutionelle und akkreditierte Investoren verkaufen, wobei Empery Asset Management als Hauptinvestor fungiert.

Das Unternehmen plant, 95 % der Erlöse zum Erwerb von Bitcoin als primäres Treasury-Reservevermögen zu verwenden. Im Rahmen dieser Umgestaltung wurde Ryan Lane von Empery Asset Management zum Co-CEO und Vorstandsvorsitzenden ernannt, zusammen mit drei neuen Vorstandsmitgliedern. Volcon arbeitet mit Gemini Nustar LLC zusammen, um diese Bitcoin-Strategie umzusetzen, während das Elektro-Offroad-Powersportgeschäft unter der Leitung von John Kim fortgeführt wird.

Positive
  • Secured substantial $500 million private placement financing at $10.00 per share
  • Strategic partnership with Gemini Nustar LLC for Bitcoin treasury management
  • Strengthened leadership with appointment of experienced financial executives
  • Transition to asset-light, low working capital business model
Negative
  • Significant dilution to existing shareholders through 50.1M new shares
  • High concentration (95%) of proceeds allocated to volatile Bitcoin investment
  • Substantial shift from core EV business focus to crypto strategy
  • Execution risk in new Bitcoin treasury strategy

Insights

Volcon's $500M pivot to Bitcoin treasury represents a radical shift from EV manufacturing to crypto asset holding, dramatically transforming its business model.

Volcon's announcement represents a seismic shift in corporate strategy that effectively transforms the company from an electric off-road vehicle manufacturer into a Bitcoin holding entity. The $500 million private placement, priced at $10.00 per share, is extraordinary given that Volcon is allocating 95% of proceeds to Bitcoin acquisition. This creates an almost pure-play Bitcoin exposure vehicle through a publicly traded company.

The transaction brings significant governance changes, with Ryan Lane from Empery Asset Management becoming co-CEO and Chairman, plus three additional Empery team members joining the board. This suggests the Bitcoin strategy is the dominant focus moving forward, with the original EV business becoming secondary. The press release specifically mentions an "asset light, low working capital model" for the electric vehicle division, indicating potential downsizing or restructuring of manufacturing operations.

The investor composition is particularly telling - participation from crypto-focused firms like Pantera, FalconX, and Borderless signals this is viewed primarily as a Bitcoin play rather than an EV investment. The partnership with Gemini for digital asset services further confirms the company's comprehensive pivot toward cryptocurrency as its primary business focus.

This strategic pivot appears similar to MicroStrategy's Bitcoin treasury strategy but executed through a more dramatic corporate transformation, essentially using the public company structure as a vehicle for holding Bitcoin. Investors should understand they're now primarily gaining exposure to Bitcoin price fluctuations rather than electric vehicle business fundamentals.

Effective today, Volcon will adopt a Bitcoin Treasury Strategy

Ryan Lane, co-founder and Managing Member of Empery Asset Management, LP, has been appointed co-CEO and Chairman of the Board of Directors of the Company effective today

Volcon continues to transform its electric off road power sports business with an asset light, low working capital model. John Kim will continue to lead this effort in a streamlined thoughtful way

AUSTIN, TX / / July 17, 2025 / Volcon, Inc. (NASDAQ:VLCN) (the "Company" or "Volcon") today announced that it has entered into securities purchase agreements with certain institutional and accredited investors in a private placement for the purchase and sale of 50,142,851 shares of common stock (or par value pre-funded warrants in lieu thereof) at a price of $10.00 per share, for expected aggregate gross proceeds of over $500,000,000, before deducting placement agent fees and other offering expenses (the "Private Placement").

Empery Asset Management, LP ("Empery") acted as lead investor, and the offering included participation by prominent crypto venture capital firms and infrastructure providers such as FalcolnX, Pantera, Borderless, RK Capital, and Relayer Capital with strong participation from prominent traditional financial investors.

The closing of the offering is expected to occur on or about July 21, 2025, subject to the satisfaction of customary closing conditions. The Company intends to promptly use at least 95% of the gross proceeds to acquire Bitcoin, which will serve as the Company's primary treasury reserve asset.

To successfully execute this Bitcoin treasury strategy, the Company has entered into a Strategic Digital Assets Services Agreement with Gemini Nustar LLC, an affiliate of Gemini Trust Company, LLC ("Gemini"). Effective today, the Company has added by appointment Ryan Lane, Ian Read, Rohan Chauhan and Matthew Homer to serve on the board of directors until elections are held at the Company's next shareholder meeting.

Clear Street LLC ("Clear Street") acted as lead placement agent and Aegis Capital Corp. ("Aegis") acted as co-placement agent and exclusive financial advisor in connection with the Private Placement.

"In an era of accelerating monetary debasement, holding Bitcoin on our balance sheet represents a strategic move to safeguard shareholder value and align with a digital future. We are excited to work alongside Ryan and Gemini to implement this Bitcoin treasury strategy as our EV business continues to evolve," said John Kim, co-CEO of Volcon.

"I look forward to working with the Volcon and Gemini teams to operate a low cost, capital efficient, best of breed, Bitcoin treasury strategy reflecting our strong conviction in Bitcoin as the digital store of value for the future. Three additional members from the Empery team will join Volcon with me to strategically operate this strategy" said Ryan Lane, co-founder and Managing Member of Empery.

"In working with Empery, we are combining their deep expertise in capital markets with Gemini's leadership in digital asset innovation to unlock new opportunities across the financial landscape" said Rohan Chauhan, Director of Strategy at Gemini.

The offer and sale of the foregoing securities is being made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Concurrently with the execution of the securities purchase agreements, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") registering the resale of the shares of common stock.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

Advisors

Ropes and Gray LLP is acting as legal advisor to Volcon.

Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Clear Street.

Kaufman & Canoles, P.C. is acting as legal advisor to Aegis.

About Volcon

Based in the Austin, Texas area, Volcon was founded as the first all-electric power sports company sourcing high-quality and sustainable electric vehicles for the outdoor community. Volcon electric vehicles are the future of off-roading, not only because of their environmental benefits but also because of their near-silent operation, which allows for a more immersive outdoor experience.

Effective today, the Company will adopt a Bitcoin Treasury Strategy with the goal of becoming a leading, low cost, capital efficient aggregator of Bitcoin.

Volcon Contacts

For Media: [email protected]
For Dealers: [email protected]
For Investors: [email protected]
For Marketing: [email protected]

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements relating to the anticipated benefits and timing of the completion of the Private Placement and related transactions, the intended use of proceeds from the Private Placement, the Company's proposed digital asset treasury strategy, the digital assets to be held by the Company, the expected benefits from the transactions described herein and the Company's ability to continue to transform its EV to an asset light, low working capital business. Each forward-looking statement contained in this presentation is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the Private Placements and related transactions, including the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of Bitcoin and other cryptocurrencies; the risk that the Company's stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, as well as those risks and uncertainties identified in the Appendix to this presentation and those identified under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other information the Company has or may file with the SEC, including those disclosed under Item 8.01 of the Current Report on Form 8-K filed on the date hereof.

We caution investors not to place considerable reliance on the forward-looking statements contained in this presentation. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this presentation speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

SOURCE: Volcon ePowersports, Inc.



View the original on ACCESS Newswire

FAQ

How much money did Volcon (VLCN) raise in the July 2025 private placement?

Volcon raised over $500 million through the sale of 50,142,851 shares at $10.00 per share to institutional and accredited investors.

What percentage of VLCN's private placement proceeds will be used to buy Bitcoin?

Volcon plans to use at least 95% of the gross proceeds from the private placement to acquire Bitcoin as its primary treasury reserve asset.

Who are the key investors in Volcon's 2025 private placement?

Empery Asset Management led the investment, with participation from crypto firms including FalcolnX, Pantera, Borderless, RK Capital, and Relayer Capital.

Who is the new leadership at Volcon following the Bitcoin strategy announcement?

Ryan Lane from Empery Asset Management was appointed co-CEO and Chairman, while John Kim continues as co-CEO. New board members include Ian Read, Rohan Chauhan, and Matthew Homer.

When will Volcon's private placement transaction close?

The private placement is expected to close on or about July 21, 2025, subject to customary closing conditions.
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