BSTR to go public through Cantor Equity Partners I combination agreement

BSTR announced it has entered into a definitive agreement for a business combination with Cantor Equity Partners I, Inc. (CEPO), a special-purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald. Upon closing, the combined company is expected to trade under the ticker symbol (BSTR). The company will be led by Adam Back, CEO, and Sean Bill, chief investment officer. The capital raise includes: up to $1.5B of fiat-denominated financing; $400M of common equity committed at announcement, priced at $10.00 per share; up to $750M in convertible senior notes, $500M committed at announcement, with investor options to subscribe for up to an additional $250M, with a conversion price set at $13.00 per share; up to $350M in convertible preferred stock, $30M committed at announcement, with investor options to subscribe for up to an additional $320M, with a common stock equivalent conversion price set at $13.00 per share; 5,021 Bitcoin in-kind PIPE with commitments from long-time Bitcoin “OGs,” the first PIPE funded entirely though in-kind contributions from the Bitcoin community, priced at $10.00 per share; 25,000 Bitcoin to be contributed by founding shareholders, advised by Blockstream Capital Partners, priced at $10.00 per share and up to $200M in contribution from CEPO, subject to CEPO shareholder redemptions, priced at $10.00 per share. The aggregate PIPE commitment – up to $1.5B plus 5,021 Bitcoin – nearly doubles the next-largest PIPE for a Bitcoin treasury SPAC merger at announcement and, together with the 25,000 Bitcoin to be contributed by the founding shareholders, gives BSTR what would be the fourth largest public corporate Bitcoin treasury worldwide. Net proceeds will be used to acquire additional Bitcoin and to build a suite of Bitcoin-native capital-markets products and advisory services. The board of directors of both BSTR and CEPO have unanimously approved the business combination. The transaction is expected to close in Q4, subject to CEPO shareholder approval and other customary closing conditions.