Adam Back’s proposed Bitcoin treasury company will not become a publicly listed vehicle through Cantor Equity Partners I, but the failed transaction has left BSTR with a $15m cash obligation payable over two fixed deadlines.
The agreement to end the deal was completed on 20 August. Under its terms, BSTR Holdings (Cayman) must pay Cantor Equity Partners I, which is identified in the contract as the Seller. Cantor can instead require Blockstream Capital Partners to make the payment, in which case that company becomes responsible for settling the amount.
BSTR must pay $10m on or before 19 September, followed by a further $5m on or before 1 December.
If either payment is delayed by more than seven days, the other parties would lose specified legal protections provided by the Cantor side of the agreement. Releases granted by Cantor Equity Partners I, its special-purpose acquisition company (SPAC) subsidiaries and the sponsor would automatically cease to apply.
The related agreements preventing legal action would also become void.
The termination ended the 16 July 2025 business combination agreement, which had been amended on 25 March 2026, according to a current report filed with the United States Securities and Exchange Commission (SEC).
All supplementary documents connected to the transaction are no longer in force. Subscription agreements linked to private placements that had not yet been completed also ended automatically under their own terms.
Cantor Fitzgerald’s appointments as placement agent and financial adviser have been terminated. BSTR Holdings and BSTR Newco said they plan to withdraw the Form S-4 registration statement filed for the proposed transaction.
The decision removes the merger, fundraising and registration framework that would have supported the planned public company. When the deal was announced, it proposed creating a Bitcoin treasury holding 30,021 BTC, alongside private financing.
However, the merger never reached completion. The termination documents do not record a Bitcoin sale and do not show that the proposed treasury was transferred into a public company that completed the transaction.
BSTR said it would continue managing its Bitcoin treasury outside the abandoned Cantor arrangement. Its plans include strategies designed to generate yield and alpha.
In a company press release filed with the SEC, BSTR pointed to pressure on Bitcoin prices and on listed Bitcoin treasury companies, as well as wider disruption in capital markets. It said those conditions had limited strategies involving convertible bonds and perpetual preferred equity.
Those explanations, along with the company’s plans for its continuing operations, are statements made by BSTR. The termination documents do not disclose how much Bitcoin the business currently holds, nor do they demonstrate whether its yield and alpha strategies have produced returns.
Bitcoin was up 0.14% over the previous 24 hours and remained ranked first by market capitalisation at the time of publication.
The article was reported by Liam Wright, also known as “Akiba”, a reporter, podcast producer and Editor-in-Chief at CryptoSlate. Wright believes decentralised technology has the potential to make significant changes. Gino Matos, a law school graduate and journalist with six years of experience in the cryptocurrency industry, also contributed. His expertise is focused primarily on the Brazilian blockchain sector.
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