Cantor SPAC and Adam Back’s Bitcoin Treasury Reassess Merger Terms for New Structure

Cantor Equity Partners I (Nasdaq: CEPO), a special purpose acquisition company supported by an affiliate of Cantor Fitzgerald, and BSTR Holdings have announced that they will not proceed with their proposed bitcoin business combination under the terms outlined in their July 2025 agreement. The parties intend to negotiate a revised structure and amended terms that better align with current market conditions.

Accordingly, the private placements tied to the original deal will not need to close. The shareholder meeting for CEPO, scheduled for July 10, has been postponed again with no firm date set. Public share redemptions will be returned to holders, as noted in the filing.

This development marks a significant shift for one of the largest bitcoin treasury initiatives aimed at taking public markets. When the merger was first announced in July 2025, the plan was to list Bitcoin Standard Treasury Company—run by Blockstream co‑founder and cryptographer Adam Back—on Nasdaq under the ticker BSTR.

The combined entity was expected to launch with 30,021 bitcoin, a stake valued at more than $3 billion at the time, positioning it among the largest public corporate holders of bitcoin.

Adam Back confirmed on X that CEPO and BSTR are now collaborating to explore a potential revised structure and amended terms designed to better capitalize on market conditions.

Merger Initially Aimed at 50,000-Bitcoin Treasury

The original structure paired Back and Blockstream Capital, who agreed to contribute over 30,000 bitcoin, with a private investment in public equity of about $1.5 billion. An additional 5,021 bitcoin was contributed in-kind rather than in cash.

The investors described the raise as the largest PIPE for a bitcoin treasury, with the company targeting a treasury exceeding 50,000 bitcoin.

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

The path to a vote has been fraught with delays. CEPO pushed the shareholder meeting from June 26 to July 2, then to July 10, before the two sides paused the process. These delays mirror a broader slowdown in the bitcoin treasury model.

By late 2025, an increasing number of treasury firms were trading below the value of their bitcoin holdings—a metric known as mNAV, the ratio of a company’s market value to its crypto holdings.

This gap is critical for the treasury playbook. The model relies on a premium: when a stock trades above the value of its bitcoin, the firm can issue shares to acquire additional bitcoin. When the stock trades at a discount, new equity raises erode value for existing holders and stifle growth.

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

Neither firm has disclosed the specifics of a revised deal. Any new terms will require fresh filings with the SEC to amend the registration statement and proxy. The parties have indicated that they will provide additional details in due course.

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