Bitcoin Standard Treasury Company (BSTR) and Cantor Equity Partners I (CEPO) have officially abandoned their original merger agreement, with the companies announcing Wednesday they will not complete the transaction under the terms of the July 2025 business combination agreement. According to reports from Investing.com, the parties are now negotiating a revised structure, with both companies stating they intend to negotiate terms that "better reflected current market conditions" and did not disclose the financial terms of a revised transaction or say when a new agreement could be reached. The companies have also indefinitely postponed a Friday shareholder meeting that was scheduled to address the SPAC merger and public offering, with both sides indicating they would provide additional information "in due course." The next milestone will be the details of the revised merger terms, especially how the companies plan to rework financing and equity economics after scrapping the original agreement.
As part of the renegotiation process, the previously announced private placement financing tied to the merger will no longer be required to close. The companies have also indefinitely postponed the July 10 shareholder meeting, which had been scheduled to approve the original agreement. Any redemption requests submitted by CEPO shareholders will be cancelled and shares returned, with no action required from investors. According to Investing.com, the companies said any revised transaction would be detailed in future regulatory filings if an agreement is reached. The US Securities and Exchange Commission recognized the registration statement for the agreement in June, with many expecting the public offering to follow soon after. However, the original timeline appears to have been overtaken by the same "market conditions" rationale cited in the announcement, with the deal's next steps now uncertain until a new shareholder process and timeline are established.
BSTR first unveiled plans in July 2025 to go public through a SPAC merger with Cantor Equity Partners, with the company expected to debut with more than 30,000 bitcoin on its balance sheet, making it one of the world's largest publicly traded corporate bitcoin holders. The transaction also included plans to raise up to $1.5 billion through a private investment in public equity (PIPE), providing additional capital to acquire bitcoin. According to Investing.com, the merger was designed to take BSTR public through Cantor's special purpose acquisition company. Adam Back, the chief executive of Blockstream and one of Bitcoin's earliest developers, planned to use BSTR to raise capital to buy and hold Bitcoin. The initial proposal contemplated a larger public-market launch for BSTR built around a Bitcoin treasury strategy, with the companies having initially planned to contribute more than 30,000 Bitcoin and $1.5 billion in PIPE financing as part of the original deal structure. The SEC's recognition of the registration statement in June was viewed by deal participants as an important step toward executing a SPAC-linked offering.
CEPO continues to trade around $10.50 following the announcement of the merger termination. The decision to abandon the original agreement comes after a series of delays, with CEPO postponing its shareholder meeting in June to allow additional time and extend the redemption deadline, before subsequently pushing back the meeting to July 10 before the indefinite postponement. According to Bloomberg News, Cantor had allowed some investors in the deal's private financing to reduce their commitments ahead of a planned shareholder vote after the transaction struggled to secure funding. The broader SPAC backdrop faces pressure after a Cantor-associated tokenization deal by Securitize began trading on the New York Stock Exchange, though Securitize shares have fallen 40% to $7.42 from their July 2 closing price of $12.30. According to Investing.com, the uncertainty around BSTR's merger comes after Securitize's early market performance may not directly determine BSTR's outcome, but it illustrates the challenge of raising capital and maintaining investor confidence in public-market vehicles tied to digital asset infrastructure themes. As reported by Institutional Investor, SPACInsider founder Kristi Marvin noted that "A Bitcoin treasury SPAC doesn't look so good now," adding "Six months from now, I don't know — maybe."
