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BSTR Holdings Inc., a leading bitcoin investment company, today announced a definitive agreement with special purpose acquisition company Cantor Equity Partners I Inc. (CEPO) to go public via a landmark $1.5 billion SPAC deal. The transaction, guided by legal advisors Ellenoff Grossman & Schole LLP and Skadden Arps Slate Meagher & Flom LLP, marks the largest PIPE financing tied to a bitcoin treasury SPAC merger to date.

BSTR Holdings is set to launch with approximately 30,000 bitcoins on its balance sheet — establishing the company as the fourth-largest publicly traded corporate bitcoin treasury globally. The deal is expected to close in Q4 2025, following which the combined entity will trade on the Nasdaq under the ticker symbol “BSTR.”

The $1.5 billion financing package includes $400 million of common equity priced at $10 per share, up to $750 million in convertible senior notes, and up to $350 million in convertible preferred stock. Additionally, CEPO will contribute up to $200 million, subject to shareholder redemptions.

Proceeds from the transaction will be strategically deployed to acquire additional bitcoin and develop a comprehensive suite of bitcoin-native capital markets products and advisory services.

BSTR will be led by CEO Adam Back, the inventor of the Hashcash proof-of-work algorithm referenced in the original Bitcoin white paper by Satoshi Nakamoto, and Sean Bill, who will serve as Chief Investment Officer. Bill brings extensive experience as a financial technology and hedge fund investor.

Adam Back commented, “Bitcoin was created as sound money, and BSTR is being built to bring that same integrity to modern capital markets. By securing both fiat and bitcoin funding from day one—including the first convertible preferred round announced alongside a bitcoin treasury SPAC merger—we are putting unprecedented firepower behind our mission to maximize bitcoin ownership per share while accelerating real-world bitcoin adoption.”

Sean Bill added, “This historic transaction marks a significant step toward integrating the bitcoin economy with traditional finance, reinforcing the growing acceptance of digital assets in corporate treasuries amid evolving regulatory frameworks.”

Cantor Fitzgerald serves as the financial and capital markets advisor to CEPO, with Ellenoff Grossman advising CEPO on legal matters and Skadden representing BSTR.