Cantor Equity Partners I, Inc. (CEPO, Financial), a special-purpose acquisition company, has entered into a definitive agreement to merge with BSTR. Once completed, the merged entity will operate under the ticker symbol (BSTR). Leadership will include Adam Back as CEO and Sean Bill as the chief investment officer.
The deal involves a multifaceted capital raising effort, including up to $1.5 billion in fiat-denominated financing and $400 million in common equity priced at $10 per share. It also includes up to $750 million in convertible senior notes, $500 million of which is already committed, with the rest available at a conversion price of $13 per share. Furthermore, up to $350 million is available in convertible preferred stock, with $30 million already committed, also with a $13 per share conversion price.
A notable aspect is a 5,021 Bitcoin in-kind PIPE, marking the first entirely Bitcoin-funded PIPE from community commitments, priced at $10 per share. Additionally, founding shareholders will contribute 25,000 Bitcoin, under advisement from Blockstream Capital Partners. CEPO will potentially contribute up to $200 million, contingent on shareholder redemptions.
The overall PIPE commitment stands out as nearly twice the size of comparable Bitcoin treasury mergers, positioning BSTR to hold one of the largest public Bitcoin treasuries globally. The merger is slated to conclude in the fourth quarter, pending CEPO shareholder approval and standard closing conditions.
