BSTR, Holdings Inc. (BSTR) has announced a definitive agreement for a business combination with Cantor Equity Partners I, Inc. (CEPO) (Nasdaq: CEPO), a special-purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, a global financial services firm. The combined entity is expected to trade under the ticker “BSTR” following the close of a substantial financing round totaling up to $1.5 billion in fiat currency and 5,021 Bitcoin.
The merger, unanimously approved by the boards of both BSTR and CEPO, is anticipated to finalize in the fourth quarter of 2025, subject to CEPO shareholder approval and customary closing conditions. Upon completion, the new entity aims to establish itself as a prominent player in the Bitcoin treasury sector, bridging traditional financial markets with the Bitcoin economy.
The combined company will be led by Dr. Adam Back as Chief Executive Officer and Sean Bill as Chief Investment Officer. Dr. Back, a cryptographer and inventor of Hashcash—the proof-of-work algorithm referenced in Satoshi Nakamoto’s Bitcoin white paper—is also a co-founder of Blockstream. Mr. Bill brings experience as a financial technology and hedge fund investor, recognized for promoting Bitcoin integration into institutional portfolios and for spearheading one of the first Bitcoin allocations by a U.S. public pension fund. Their combined expertise is expected to position BSTR in the emerging Bitcoin treasury landscape.
The business combination includes a comprehensive financing package, referred to as the PIPE Offerings, comprising fiat-denominated and Bitcoin in-kind commitments. This includes $400 million in common equity committed at announcement, priced at $10.00 per share. Additionally, up to $750 million in convertible senior notes has been secured, with $500 million committed at announcement and an investor option for an additional $250 million; the conversion price is set at $13.00 per share. A convertible preferred stock component of up to $350 million is also part of the financing, with $30 million committed initially and an option for up to an additional $320 million, convertible at $13.00 per common stock equivalent share.
Notably, the PIPE Offerings include a 5,021 Bitcoin in-kind contribution from what are referred to as “long-time Bitcoin OGs,” valued at an equivalent of $10.00 per share. Furthermore, founding shareholders are set to contribute 25,000 Bitcoin, advised by Blockstream Capital Partners—an investment manager led by Dr. Adam Back and other established Bitcoin proponents—also valued at $10.00 per share. CEPO is expected to contribute up to approximately $200 million, subject to shareholder redemptions, priced at $10.00 per share. This aggregate capital commitment, which totals up to $1.5 billion in fiat alongside 30,021 Bitcoin (5,021 from PIPE and 25,000 from founders), positions BSTR with what would be the fourth largest public corporate Bitcoin treasury globally based on current figures.
Net proceeds from the financing are allocated for acquiring additional Bitcoin and for developing a suite of Bitcoin-native capital markets products and advisory services. BSTR’s core mission, as stated, is to accumulate Bitcoin, generate in-kind Bitcoin yield, and provide advisory services to corporations and sovereigns seeking Bitcoin-based treasury strategies, with success measured by Bitcoin per share.
Dr. Adam Back, Co-Founder and CEO of BSTR, stated, “Bitcoin was created as sound money, and BSTR is being created to bring that same integrity to modern capital markets. By securing both fiat and Bitcoin funding on day one—including the first convertible preferred round announced in conjunction with a Bitcoin treasury SPAC merger—we are putting significant resources behind a single mission: maximizing Bitcoin ownership per share while accelerating real-world Bitcoin adoption.” He also acknowledged the support from the Bitcoin community and Cantor Fitzgerald.
Brandon Lutnick, Chairman & CEO of Cantor Equity Partners I, Inc. and Chairman of Cantor Fitzgerald, L.P., commented, “As a long-time Bitcoin advocate, Cantor is proud to partner with Dr. Back, one of Bitcoin’s leading luminaries, to launch BSTR. This historic transaction marks another step towards the integration of the Bitcoin economy and traditional finance.”
Key aspects of the transaction include the substantial PIPE size, encompassing both fiat and Bitcoin contributions; an innovative capital structure featuring the first cumulative convertible preferred instrument for a Bitcoin treasury issuer at inception; community-driven funding through the first Bitcoin-denominated PIPE sourced from in-kind contributions; and the significant founding shareholders’ contribution of 25,000 Bitcoin, which provides immediate scale. The leadership team, comprising Dr. Adam Back and Sean Bill, combines cryptography, technology, and institutional portfolio management expertise. BSTR intends to develop Bitcoin-denominated capital markets and offer advisory solutions for entities exploring Bitcoin-based treasury strategies, integrating a deep technical understanding of the Bitcoin protocol with financialization efforts.
The business combination and PIPE Offerings details, including the business combination agreement and investor presentation, will be filed by CEPO with the U.S. Securities and Exchange Commission (SEC) in Current Reports on Form 8-K and made available on the SEC’s website.
Cantor Fitzgerald & Co. is acting as financial and capital-markets advisor to CEPO and as the sole placement agent for the PIPE Offerings. Legal counsel for CEPO is Ellenoff Grossman & Schole LLP, while Skadden, Arps, Slate, Meagher & Flom (UK) LLP is advising BSTR.
BSTR, Holdings Inc. is forming to integrate Bitcoin into capital markets, focusing on Bitcoin accumulation, yield generation, and advisory services for corporate and sovereign Bitcoin treasury strategies. Cantor Equity Partners I, Inc. (CEPO) is a special-purpose acquisition company. Cantor Fitzgerald, L.P. is a global financial services and real estate services holding company with over 14,000 employees, providing a broad range of products and services including investment banking, asset management, and digital assets.
