The combined company is expected to list on Nasdaq under the ticker symbol “BSTR” in the fourth quarter of 2025, pending shareholder approval. BSTR Holdings Inc. and CEPO’s boards unanimously approved the definitive agreement. Whispers about the deal started swirling two days ago after the Financial Times (FT) cited sources who claimed Adam Back was set to come on board.
Upon closing, BSTR will hold 30,021 BTC on its balance sheet, positioning it as the fourth-largest public corporate bitcoin treasury globally. This includes 25,000 BTC contributed by founding shareholders and 5,021 BTC from an in-kind PIPE financing priced at $10 per share.
“I am excited to be part of the launch of Bitcoin Standard Treasury Company, led by the incredible [Adam Back] and his team,” Brandon Lutnick said on X. “BSTR will merge with $CEPO to acquire ~30K Bitcoin on its balance sheet, which would make it the 4th largest public Bitcoin treasury.”
Lutnick added:
“[Cantor] is embracing the power of bitcoin, and BSTR is a perfect example of that. This momentum is incredible. Congrats to all.”
The transaction includes up to $1.5 billion in fiat-denominated PIPE financing: $400 million in committed common equity, up to $750 million in convertible senior notes ($500M committed), and up to $350 million in convertible preferred stock ($30M committed). CEPO could contribute approximately $200 million, subject to shareholder redemptions. The announcement claims this marks the largest PIPE announced for a bitcoin treasury SPAC merger.
BSTR will be led by CEO Adam Back, inventor of Hashcash and Blockstream co-founder, and Chief Investment Officer Sean Bill, an institutional investment veteran. The company stated that net proceeds will fund additional bitcoin acquisition and developing bitcoin-native capital markets products and advisory services.
“Bitcoin was created as sound money, and BSTR is being created to bring that same integrity to modern capital markets,” Back said on Thursday. The merger is subject to CEPO shareholder approval and customary closing conditions. Cantor Fitzgerald & Co. is the financial advisor to CEPO and the sole placement agent for the PIPE. Legal advisors are Ellenoff Grossman & Schole LLP for CEPO and Skadden Arps for BSTR.
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