Key Takeaways:
Bitcoin Standard Treasury Company and Cantor Equity Partners I scrapped their July 2025 merger agreement, the companies said Wednesday, to negotiate a revised structure that better reflects current market conditions.
"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," Adam Back, co-founder of Blockstream and BSTR's founder, said on X.
The original deal would have taken BSTR public on Nasdaq under the ticker BSTR with more than 30,000 bitcoin — worth over $3 billion at the time — and $1.5 billion in private investment in public equity financing, which the companies described as the largest PIPE for a bitcoin treasury. About 5,021 of the bitcoin came as in-kind contributions rather than cash. The combined entity targeted a treasury of more than 50,000 bitcoin. The SEC declared the registration statement effective June 5, and CEPO mailed its proxy to shareholders that day.
A shareholder meeting scheduled for July 10 was postponed indefinitely after two prior delays from June 26 and July 2. Redemption requests already submitted by shareholders will be canceled and the shares returned, the companies said. The private placements tied to the original deal will not need to close.
The reversal follows a broader slump in the bitcoin treasury model. By late 2025, a rising share of corporate bitcoin holders traded below the value of their holdings, a condition measured by mNAV — the ratio of market value to crypto assets. Strategy, the pioneer of the approach, traded at a discount, and smaller peers fell to steeper markdowns. The model depends on a premium: when a stock trades above the value of its bitcoin, the firm can issue shares to buy more. When it slips to a discount, fresh equity raises erode value for existing holders.
Cantor had been giving itself more flexibility in SPAC deals, according to a February report from Institutional Investor, moving focus beyond bitcoin treasury companies. The firm completed a $3.6 billion merger with Twenty One Capital in 2025 and last week took tokenization company Securitize public on the NYSE under the ticker SECZ. Securitize shares fell to $7.42 on Wednesday, about 40% below their July 2 closing price of $12.30.
Any new terms between BSTR and Cantor 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.
This article is for informational purposes only and does not constitute investment advice.
