Cantor Equity Partners I Inc., a Cantor Fitzgerald-backed special purpose acquisition company, and BSTR Holdings, the vehicle associated with Adam Back's Bitcoin investment plans, on Wednesday said they will not proceed under the merger agreement the parties signed last year. Instead, the companies will attempt to negotiate revised terms intended to better align with current market conditions.
The statement from the two parties confirmed that the private financing arrangements linked to the original merger have been scrapped. Additionally, a shareholder meeting that had been scheduled for July 10 has been postponed indefinitely. SPAC investors who had submitted redemption requests tied to the transaction will have those requests canceled and the associated shares returned to shareholders.
The companies did not provide details on the financial terms of any new arrangement, nor did they say when a revised agreement might be reached. They added that any amended transaction would be described in future regulatory filings if an agreement is ultimately negotiated.
The merger framework was intended to bring BSTR public via Cantor Equity Partners I Inc.'s SPAC. Adam Back, the chief executive of Blockstream and an early developer in the Bitcoin community, planned to use BSTR to raise capital with the objective of buying and holding Bitcoin.
The announcement also noted that Cantor had permitted some investors in the deal's private financing to scale back their commitments in advance of the planned shareholder vote, after the transaction experienced difficulty securing funding, Bloomberg News had reported earlier. The companies did not expand on which investors reduced commitments or the amounts involved.
The parties emphasized that the decision to move away from the original signed agreement reflects a desire to reset financial terms to suit present market dynamics. Beyond the procedural steps described - cancellation of the private financing, reversal of redemption requests, and postponement of the shareholder meeting - no new economic terms were disclosed.
For investors and market participants watching SPAC transactions tied to cryptocurrency strategies, the statement leaves open the possibility of a renegotiated deal but provides no timetable or specific financial parameters. Any updates will be made in formal regulatory filings should the companies reach a revised agreement.