Cantor Fairness Companions I (Nasdaq: CEPO), a particular objective acquisition firm backed by an affiliate of Cantor Fitzgerald, and BSTR Holdings stated right now 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 mirror market circumstances.
The businesses stated 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 stated.
The announcement marks a reversal for one of many largest bitcoin treasury offers to achieve public markets. When the 2 corporations unveiled the merger in July 2025, they framed a plan to take Bitcoin Commonplace 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 value 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 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 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 reasonably than money.
Backers described the elevate 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 Alternate 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 stoop within the bitcoin treasury mannequin.
By late 2025, a rising share of treasury corporations traded beneath the worth of their bitcoin holdings, a situation analysts measure by way of mNAV, the ratio of an organization’s market worth to its crypto.
That hole issues for the treasury playbook. The mannequin is determined by a premium: when a inventory trades above the value of its bitcoin, the agency can problem shares to purchase extra. When the inventory slips to a reduction, recent fairness raises erode worth for current 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 recent filings with the SEC to amend the registration assertion and proxy. The events stated they count on to share extra in the end.
