JUNE 13, 2025 | Fellow Shareholders:
No surprise, we’ve gotten a lot of shareholder questions over the past 24 hours about the capital raise we just initiated with ATW Partners and DWF Labs.
We’ll have more news as we continue to execute against our $FET Treasury Strategy, but in the meantime, we’ve updated the FAQ.
You should review the latest FAQ’s, but in this update, we re-summarize what shareholders need to understand about our financing strategy.
The first big point we need to make here: if TRNR raised $55 million at a 20% premium to market, from strong institutional backing, shareholders would call that a win.
Well — we did that, and then some. Here’s why:
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This isn’t just financing at a premium to market — it’s financing at a premium to market with added upside
We raised $55M at a 20% premium to TRNR’s stock price, which is meaningful on its own.
But one of several things that make this deal attractive to stockholders is that it doesn’t require us to issue equity immediately — and in fact, equity is only expected to get issued if the stock price goes up.
That means no dilution is expected unless shareholders win. Meanwhile, we have additional working capital on the balance sheet. And we will be holding $FET, which is an asset that may appreciate.
In the plainest terms: we raised significant capital at a premium to our stock price – and shareholders now have exposure to two independent sources of upside (stock and/or $FET appreciation) and limited exposure to potential downsides.
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If $FET appreciates, shareholders win again.
We are expecting to hold the majority of net proceeds in $FET tokens — a top-5 AI-focused cryptocurrency. If $FET appreciates, that’s value creation that effectively decreases the potential dilution of the initial capital as TRNR ends up with more value than we raised. In the scenario where $FET doesn’t appreciate, we’ve made sure to protect shareholders — see point 3.
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There is a guarantee mechanism that insulates TRNR from decreases in the price of $FET
This is a big benefit to TRNR shareholders: if the price of $FET decreases, TRNR is insulated from loss, even in a scenario where the price of $FET decreases by nearly 50% or more in some scenarios, which is expected to greatly limit our exposure to volatile in crypto.
Meanwhile our exposure to upside remains uncapped.
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Any future tranche of investment means more assets, more working capital, and more potential upside for TRNR
If more capital comes into this facility (up to $500M total), TRNR receives more working capital at a 20% premium to the market price at each funding, and will be able to grow its treasury of $FET.
Each round is expected to build further value and possibly without dilution in certain scenarios. If the stock is trading higher, then we believe that shareholders should understand that any dilution would have coincided with a higher stock price.
On the topic of dilution:
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There’s no share issuance today — and there is not expected to be for a number of months as SEC registration would be required
Even if conversion of Notes into equity does occur, there could be no selling of the stock until after a future registration statement is filed and declared effective by the SEC – a process that is likely to take months.
So, potential dilution is not a certainty, and it’s deferred, bounded, and expected to coincide with stock price appreciation.
Let’s also not forget:
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Our new investors’ upside is also our collective upside – and TRNR’s combination of operating growth and $FET Treasury growth allows everyone multiple ways to win.
Investors like ATW have high conviction in our M&A strategy, which we all expect will see TRNR end 2025 as a $75M+ pro forma revenue, profitable international operation. This is a key driver for the deal.
The other driver of course is the upside represented by purchasing $FET.
So what our new investors see near term is a profitable, growing company that also is expected to hold a significant amount of a potentially appreciating asset. These multiple drivers to a higher stock price is why we were able to raise capital from them and have the opportunity to raise significantly more.
We know this is a new type of structure, and we appreciate the thoughtful engagement from many of you who’ve asked for clarity.
This is one of the most shareholder-aligned financings we’ve ever seen — and we’re proud to be delivering it first.
Thank you, as always, for your belief in the mission.
Let’s keep building.
— The TRNR Team
Channels for Disclosure of Information
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Forward Looking Statements:
This post includes certain statements that are “forward-looking statements” for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements generally are accompanied by words such as “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may”, “should”, “will”, “would”, “will be”, “will continue”, “will likely result” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the possibility of acquiring future businesses or completing the referenced pending transactions in a timely manner or at all, the ultimate gross proceeds of the financing, the Company having the largest US publicly listed crypto treasury focused on an AI-token, and the financing strengthening the Company’s financial flexibility, supporting the Company’s AI and digital fitness ambitions, and increasing shareholder exposure to next-generation growth assets. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. Risks and uncertainties include but are not limited to: whether ATW Partners and / or DWF Labs will invest further amounts, other US publicly listed companies’ crypto strategies, and the price of $FET tokens, or achieving the guidance of more than $75m of pro forma revenue and achieving profitability in the fourth quarter of 2025. A further list and descriptions of these risks, uncertainties and other factors can be found in filings with the Securities and Exchange Commission. To the extent permitted under applicable law, the Company assumes no obligation to update any forward-looking statements.