Bitcoin Magazine

Cantor SPAC and Adam Back’s Bitcoin Treasury Renegotiate Merger Terms, Vow New Structure

Cantor Equity Partners I (Nasdaq: CEPO), a special purpose acquisition company backed by an affiliate of Cantor Fitzgerald, and BSTR Holdings said today that they will not complete their proposed bitcoin business combination on the terms set in their July 2025 agreement. The parties plan to negotiate a revised structure and amended terms that reflect market conditions.

The companies said the private placements tied to the original deal will not need to close. A shareholder meeting for CEPO, set for July 10, moved to a postponed date with no fixed timeline. Public shares submitted for redemption will return to holders, the note said. 

The announcement marks a reversal for one of the largest bitcoin treasury deals to reach public markets. When the two firms unveiled the merger in July 2025, they framed a plan to take Bitcoin Standard Treasury Company, led by Blockstream co-founder and cryptographer Adam Back, public on Nasdaq under the ticker BSTR. 

The combined entity would launch with 30,021 bitcoin, a stake worth more than $3 billion at the time, and rank among the largest public corporate bitcoin holders.

Adam Back took to X this morning to confirm: “From today’s filing, @bstrco and $CEPO have agreed to work together on and are currently discussing a potential revised structure and amended terms for their previously announced proposed business combination, intended to opportunistically better capitalize on market conditions.” 

Merger targets 50,000-bitcoin treasury

The structure paired Back and Blockstream Capital, who agreed to contribute more than 30,000 bitcoin, with a private investment in public equity of about $1.5 billion. About 5,021 bitcoin came as in-kind contributions rather than cash. 

Backers described the raise as the largest PIPE for a bitcoin treasury, and the company outlined a target of more than 50,000 bitcoin.

The deal drew attention for its ties to Cantor Fitzgerald. Brandon Lutnick, son of U.S. Commerce Secretary Howard Lutnick, chairs the SPAC sponsor. The Securities and Exchange Commission declared the registration statement effective on June 5, 2026, and CEPO mailed its proxy to shareholders that day.

The path to a vote proved rough. CEPO pushed the shareholder meeting from June 26 to July 2, then to July 10, before the two sides paused the process. The delays tracked a broader slump in the bitcoin treasury model. 

By late 2025, a rising share of treasury firms traded below the value of their bitcoin holdings, a condition analysts measure through mNAV, the ratio of a company’s market value to its crypto.

That gap matters for the treasury playbook. The model depends on a premium: when a stock trades above the worth of its bitcoin, the firm can issue shares to buy more. When the stock slips to a discount, fresh equity raises erode value for existing holders and the growth engine stalls. 

Strategy, the pioneer of the approach, traded at a discount to its holdings, and smaller peers fell to steeper markdowns.

Neither firm detailed the shape of a revised deal. Any new terms would require fresh filings with the SEC to amend the registration statement and proxy. The parties said they expect to share more in due course.

Source: BitcoinMagazine