BSTR and Cantor SPAC Merger: Negotiations Restart on New Terms

The union between Cantor Equity Partners and Adam Back‘s bitcoin treasury company will not be happening on its original terms. Both parties have officially suspended their July 2025 agreement and announced a full renegotiation of the deal structure.

Behind this reversal lies a brutal market reality: the model of publicly listed bitcoin treasury companies is going through a valuation crisis that is undermining even the most ambitious deals — including those backed by names as heavyweight as Cantor Fitzgerald and Adam Back.

A deal worth over $3 billion has been put back on the drawing board, a shareholder meeting has been postponed indefinitely, and one central question remains: can the corporate bitcoin treasury model still win over public markets?

A $3 Billion Deal Put on Hold

Cantor Equity Partners I (Nasdaq: CEPO), the SPAC backed by an affiliate of Cantor Fitzgerald, and BSTR Holdings have jointly announced that they will not finalize their merger under the terms agreed in July 2025. The private placements tied to the original deal will not need to be closed, and public shares submitted for redemption will be returned to their holders.

The CEPO shareholder meeting, originally scheduled for July 10, has now been postponed indefinitely. Adam Back confirmed the situation on X: both parties are actively working toward a revised structure and amended terms, with the goal of better capitalizing on current market conditions.

The original project was nothing short of colossal. The merger was set to bring Bitcoin Standard Treasury Company to the Nasdaq under the ticker BSTR, with a starting allocation of 30,021 bitcoin — worth over $3 billion at the time of the announcement. The associated PIPE reached $1.5 billion, including 5,021 BTC contributed in kind. The stated target: surpass 50,000 bitcoin in treasury holdings.

The mNAV Model Under Pressure: Why the Deal Fell Apart

The road to a shareholder vote was riddled with obstacles. CEPO pushed back its meeting from June 26 to July 2, then to July 10, before both parties suspended the process entirely. These repeated delays reflect an unfavorable market dynamic that is affecting the entire listed bitcoin treasury sector.

The key concept here is mNAV — the ratio between a company’s market capitalization and the value of its bitcoin holdings. The corporate treasury model is built entirely on a premium: as long as a stock trades above the net value of its BTC, the company can issue shares to buy more bitcoin and generate value. The moment the stock trades below that threshold, new share issuances dilute existing shareholders and the growth engine stalls.

By late 2025, a growing proportion of listed bitcoin treasury companies were trading below the value of their BTC holdings. In that context, launching a listed vehicle with 30,000 bitcoin and hoping to raise an additional $1.5 billion through a PIPE becomes structurally risky. The BSTR-CEPO deal could not withstand that pressure.

Brandon Lutnick, Adam Back, and the Political Dimension of the Deal

This situation goes well beyond a straightforward financial transaction. Brandon Lutnick, son of U.S. Secretary of Commerce Howard Lutnick, chairs the SPAC’s sponsor. That proximity to the Trump administration had contributed to the significant media attention generated by the initial announcement in July 2025.

For his part, Adam Back — co-founder of Blockstream and a towering figure in cryptography, cited in the Bitcoin whitepaper — brought a rare level of technical credibility to this type of vehicle. The SEC had declared the registration statement effective on June 5, 2026, and the proxy had been sent to shareholders on that same day.

The ongoing renegotiation aims to find a structure that accounts for market realities while preserving the project’s original ambition. Both parties remain committed to working together, but without a firm timeline. In an environment where bitcoin’s price action and the compression of mNAV premiums dictate the viability of these structures, the outcome remains uncertain.