Zcash Miner Fortitude Targets Nasdaq in 95% Merger

Fortitude Gets a Nasdaq Route Through HSCS

The Form 8-K describes a reverse-merger structure rather than a conventional initial public offering. A HeartSciences subsidiary will merge into Fortitude, leaving Fortitude as the surviving operating company and HeartSciences as its sole managing member.

Digital Currency Group currently owns Fortitude. After closing, DCG is expected to hold about 95% of the listed parent through Class A and newly created Class V shares, while pre-deal HeartSciences investors collectively hold about 5%.

The Class V shares would carry one vote each but no economic rights. The structure pairs those voting shares with non-voting units in the operating subsidiary, a setup that lets Fortitude’s owner retain the economics of the mining business while the Nasdaq parent remains its managing member.

Immediately before the merger, DCG will also contribute $2 million in cash or ZEC to HeartSciences in exchange for additional Class A shares. The filing did not disclose a headline transaction valuation, making the final share count, any pre-closing financing and the proxy statement important for judging dilution.

Fortitude’s management would take control of the combined company. Childs is slated to become chief executive, Erik Ellingson chief financial officer, and HeartSciences CEO Andrew Simpson is expected to continue leading the healthcare unit.

That arrangement preserves the cardiac-diagnostics business rather than selling it before the combination. HeartSciences said the deal could free that unit from repeated capital raises, but the filing does not provide a standalone budget or timetable showing how the medical operation will be financed after closing.

Zcash Output Drives Fortitude’s Public-Market Case

Fortitude began mining Zcash in 2019 and said production reached about 366 ZEC per day as of May 31. Annualized output of 157,000 ZEC would be worth roughly $65.6 million at Tuesday’s $418 market price, although that is a spot-value comparison rather than a revenue forecast.

The company’s announcement reported both production figures without reconciling them. A flat rate of 366 ZEC per day equals approximately 133,600 ZEC a year, so the proxy statement will need to clarify the methodology behind the higher annualized figure.

Actual mining revenue depends on ZEC prices when coins are produced or sold, network difficulty, equipment uptime, electricity costs and changes to block rewards. Fortitude’s filed financial statements show why those variables matter: 2025 mining revenue reached $89.5 million, but cost of revenue was $60.5 million and depreciation and amortization added $32.6 million.

The miner ended 2025 with $72.8 million of assets, including $39.6 million of property and equipment, $10 million of cash and $3.4 million of digital assets. It generated $18.8 million of operating cash flow but spent $22.6 million on investing activities, including mining equipment, deposits and an acquisition.

Fortitude calls its approach venture mining because it directs power, hardware and capital toward proof-of-work networks where management sees an early opportunity. Its investor materials put Zcash at the center of that strategy while leaving room to mine other assets.

The concentration cuts both ways. Zcash has a fixed 21 million-coin limit and privacy features that distinguish it from Bitcoin, but Fortitude’s economics remain exposed to one volatile asset, specialized hardware and the governance required to keep a privacy network operating safely.

That governance risk has already been visible this year. The protocol kept processing transactions through a developer and nonprofit leadership dispute, but personnel changes and emergency upgrades can still affect sentiment, exchange support and miner returns.

TUDE Still Needs Votes and Nasdaq Approval

The companies expect the transaction to close in the second half of 2026. It requires approval from HeartSciences shareholders, expiration or termination of any applicable antitrust waiting period, the accuracy of both sides’ representations and Nasdaq approval for continued listing after the change of control.

HeartSciences must file a proxy statement and call a special shareholder meeting. Investors will be asked to approve the merger, the new share structure, the change of control and amendments to the company’s equity incentive plan.

The closing conditions mean TUDE is a proposed ticker, not a currently traded security. The final proxy will also need to clarify the exchange ratio, fully diluted share count, any financing completed before closing and the economic relationship between the mining and healthcare units.

Access to public capital could give Fortitude more flexibility to buy equipment or power assets. It also puts the company into a mining sector where capital needs are rising as operators pursue data centers and artificial intelligence, a shift reflected in estimates that Bitcoin miners need tens of billions of dollars for their AI buildout.

The broader market backdrop remains weak. The Crypto Fear and Greed Index stood at 23, or Extreme Fear, on June 23 as bitcoin and major altcoins fell.

The next decisive documents are the preliminary and definitive proxy statements. They should give investors a clearer valuation, ownership table and risk disclosures before the shareholder vote.

Until those filings arrive, the confirmed development is a signed route to the public market, not a completed listing. Fortitude has disclosed enough operating scale to make the deal material for Zcash, but closing, dilution and the TUDE debut remain unresolved.