BSTR and CEPO walk back the original merger terms
BSTR Holdings, the Bitcoin treasury company tied to Blockstream co-founder Adam Back, and special purpose acquisition company Cantor Equity Partners I, which trades on Nasdaq under the ticker CEPO, said on July 8 that they will not complete their merger under the original agreement signed in July 2025. The PIPE linked to the transaction is also no longer required to close.
In an 8-K filed with the U.S. Securities and Exchange Commission the same day, Cantor Equity Partners I said the two sides are discussing a revised transaction structure and updated terms to “better reflect current market conditions.” A company announcement added two more points: the shareholder meeting set for July 10 has been postponed indefinitely, and public shares that had already submitted redemption requests will be returned and not redeemed.
The original structure was built around 30,021 BTC and multiple funding channels
According to a company press release submitted to the SEC in July 2025, BSTR was expected to list with 30,021 BTC on its balance sheet. The package also included up to $1.5 billion in fiat PIPE financing, 5,021 BTC of in-kind PIPE commitments, 25,000 BTC from founding shareholders, and as much as about $200 million in cash from Cantor Equity Partners I, depending on shareholder redemptions.
Merger documents broke the 30,021 BTC figure into three pieces: 25,000 BTC contributed by the seller, 4,156.11 BTC from the CEPO Bitcoin equity PIPE, and 865 BTC from the Newco equity PIPE. Beyond that, the transaction also relied on common equity, convertible notes, preferred stock, and Bitcoin-denominated subscription commitments, all contingent on a successful closing.
That design matters. The structure was not just about warehousing Bitcoin; it combined common shares, convertibles, preferred stock, Bitcoin subscriptions, and a SPAC shareholder base with redemption rights into one public-market funding machine. Back, who serves as BSTR’s CEO, pitched the deal around “Bitcoin per share” rather than passive Bitcoin ownership alone.
The pressure point is the premium, not Bitcoin by itself
The report argues that the Bitcoin treasury model runs on stock-market premium rather than on Bitcoin’s spot price alone. The key metric is mNAV, the ratio between a company’s equity market value and the market value of the Bitcoin it holds. If a company trades at twice the value of its Bitcoin, its mNAV is 2.
That premium is what allows the model to keep going: a company sells stock above net asset value, uses the proceeds to buy more Bitcoin, lifts Bitcoin per share, and repeats the cycle. MicroStrategy, now Strategy, is presented in the report as the best-known example.
Once the premium compresses to 1x or drops below it, the loop breaks. Issuing new stock to buy Bitcoin no longer increases Bitcoin per share and instead dilutes existing holders. In the report’s framing, that is where BSTR has run into trouble: the original structure was built on valuation assumptions from the prior cycle, and those assumptions no longer appear strong enough to support the financing package.
Other Bitcoin treasury names are also under strain
As of July 12, Bitcoin was trading around $64,000, with a market capitalization of about $1.27 trillion and roughly 58% dominance in the crypto market. That price was down about 49% from the record high of $126,200 reached on Oct. 6 last year, and down about 19.5% over the past 60 days.
The article says that kind of move may not be catastrophic for Bitcoin itself, but it is a different story for listed firms that depend on premium-driven financing.
- American Bitcoin, which involves Eric Trump, carried out a 1-for-15 reverse stock split to maintain Nasdaq’s minimum share price requirement. It holds about 8,000 BTC.
- Strategy’s preferred shares briefly traded below par in June.
- Metaplanet’s share price has fallen below the value of its Bitcoin holdings.
- Earlier in July, one U.S. Bitcoin treasury company sold all of its Bitcoin under debt and Nasdaq compliance pressure.
- At the same time, AI compute company CoreWeave completed a $20 billion financing round.
The next SEC filing is now the document to watch
Cantor and BSTR are still negotiating, but the original terms are no longer in effect. If they reach a new agreement, a fresh SEC filing would revise or supplement the registration statement and proxy materials.
The report says that filing should answer three questions: how much of the 30,021 BTC target remains, how much of the original PIPE support is still there, and what price investors now require to commit capital.
According to market data cited by TFTC, CEPO shares are trading near $10.5, close to trust value. The report treats that level as a signal that the market is assigning little or no premium to the transaction.
The July 8 filing also laid out the issues likely to dominate the talks ahead: public shareholder redemptions, public float, liquidity, exchange listing, Bitcoin price volatility, competition, regulatory uncertainty, and the difficulty of expanding Bitcoin accumulation and treasury operations.
That leaves BSTR as a live stress test for the sector. If the revised terms preserve a balance sheet of roughly 30,000 BTC, keep meaningful investor commitments in place, and avoid shifting heavy costs to new shareholders, the model may still find a price even in a low-premium market. If the updated deal cuts the Bitcoin size, raises the cost of capital, weakens investor protections, or leans more heavily on dilution, the premium tailwind from the last cycle will look much harder for the next wave of Bitcoin treasury companies to replicate.