Cantor Fairness Companions I (Nasdaq: CEPO), a particular goal acquisition firm backed by an affiliate of Cantor Fitzgerald, and BSTR Holdings mentioned as we speak that they won’t full their proposed bitcoin enterprise mixture on the phrases set of their July 2025 settlement. The events plan to barter a revised construction and amended phrases that replicate market situations.
The businesses mentioned the non-public placements tied to the unique deal won’t want to shut. A shareholder assembly for CEPO, set for July 10, moved to a postponed date with no mounted timeline. Public shares submitted for redemption will return to holders, the notice mentioned.
The announcement marks a reversal for one of many largest bitcoin treasury offers to succeed in public markets. When the 2 companies unveiled the merger in July 2025, they framed a plan to take Bitcoin Customary Treasury Firm, led by Blockstream co-founder and cryptographer Adam Again, public on Nasdaq underneath the ticker BSTR.
The mixed entity would launch with 30,021 bitcoin, a stake price greater than $3 billion on the time, and rank among the many largest public company bitcoin holders.
Adam Again took to X this morning to verify: “From as we speak’s submitting, @bstrco and $CEPO have agreed to work collectively on and are at present discussing a possible revised construction and amended phrases for his or her beforehand introduced proposed enterprise mixture, supposed to opportunistically higher capitalize on market situations.”
Merger targets 50,000-bitcoin treasury
The construction paired Again and Blockstream Capital, who agreed to contribute greater than 30,000 bitcoin, with a personal funding in public fairness of about $1.5 billion. About 5,021 bitcoin got here as in-kind contributions slightly than money.
Backers described the increase as the biggest PIPE for a bitcoin treasury, and the corporate outlined a goal of greater than 50,000 bitcoin.
The deal drew consideration for its ties to Cantor Fitzgerald. Brandon Lutnick, son of U.S. Commerce Secretary Howard Lutnick, chairs the SPAC sponsor. The Securities and Change Fee declared the registration assertion efficient on June 5, 2026, and CEPO mailed its proxy to shareholders that day.
The trail to a vote proved tough. CEPO pushed the shareholder assembly from June 26 to July 2, then to July 10, earlier than the 2 sides paused the method. The delays tracked a broader hunch within the bitcoin treasury mannequin.
By late 2025, a rising share of treasury companies traded under the worth of their bitcoin holdings, a situation analysts measure via mNAV, the ratio of an organization’s market worth to its crypto.
That hole issues for the treasury playbook. The mannequin depends upon a premium: when a inventory trades above the value of its bitcoin, the agency can concern shares to purchase extra. When the inventory slips to a reduction, contemporary fairness raises erode worth for present holders and the expansion engine stalls.
Technique, the pioneer of the strategy, traded at a reduction to its holdings, and smaller friends fell to steeper markdowns.
Neither agency detailed the form of a revised deal. Any new phrases would require contemporary filings with the SEC to amend the registration assertion and proxy. The events mentioned they count on to share extra in the end.