A cryptocurrency mining firm focused on Zcash is set to go public through an all-stock merger with HeartSciences, a company that will keep its healthcare business and give its existing shareholders a minority stake in the combined entity. The deal, announced this week, puts Fortitude on the Nasdaq — a milestone for a niche player in the proof-of-work mining world.
The deal structure
Fortitude, which operates mining rigs dedicated to Zcash (ZEC), will merge with HeartSciences in a transaction funded entirely with stock. HeartSciences, a medical-device company, won't spin off its core business. Instead, it will remain as a division within the new public company, and HeartSciences shareholders will hold a minority ownership position after the merger closes.
Neither side disclosed the exact valuation or the exchange ratio. The companies said the deal is intended to give Fortitude access to public capital markets while allowing HeartSciences to continue developing its health technology without taking on additional debt or diluting its existing investors beyond the minority stake.
Why the listing matters for Fortitude
Fortitude is one of the larger miners on the Zcash network, which uses a privacy-focused proof-of-work algorithm. The company has been operating since 2018 and has expanded its hashrate steadily, but like many small mining firms, it lacked the liquidity or balance sheet to pursue a traditional IPO. The merger with a Nasdaq-listed shell — HeartSciences has been publicly traded since 2021 — gives Fortitude a faster, cheaper path to a stock exchange listing.
Public markets offer Fortitude a way to raise funds for new hardware, electricity contracts, and perhaps even acquisitions. It also provides an exit for early investors and a currency for employee compensation. The Zcash mining landscape is fragmented, and a public listing could help Fortitude stand out as a more transparent operator.
HeartSciences' role going forward
HeartSciences, which makes electrocardiogram (ECG) devices and software for remote cardiac monitoring, will not be absorbed or sold off. The company said it plans to operate as a wholly owned subsidiary of the merged entity, with its own management team and board representation. Existing HeartSciences shareholders will keep a minority stake — a structure that lets them retain some upside in the healthcare business while the mining operation takes the spotlight.
The deal essentially creates a dual-business public company: one side mining Zcash, the other selling medical monitors. Whether that mix appeals to institutional investors or creates a conglomerate discount remains an open question, but both sides said they see synergies in back-office efficiency and access to capital.
The mechanics of the all-stock merger
All-stock mergers avoid the need for cash outlays and can be structured as tax-free reorganizations. Fortitude shareholders will receive shares in the combined company, and HeartSciences shareholders will swap their existing stock for a minority slice of the new entity. The exact ratio depends on the relative valuations determined by independent appraisals, which have not been made public. Regulatory filings with the Securities and Exchange Commission will provide more detail in the coming weeks.
The merger is subject to customary closing conditions, including approval by HeartSciences shareholders and Nasdaq's listing qualification review. Both companies expect the transaction to close in the first half of 2025.
