Adam Back’s merger with Cantor Equity ended; $15M due

Adam Back’s BSTR and Cantor Equity Partners I formally terminated their proposed merger on Aug. 20, 2026, the parties disclosed in a filing with the Securities and Exchange Commission. The termination triggers a $15 million payment obligation: $10 million due in September 2026 and $5 million due in December 2026.

The termination agreement identifies BSTR Holdings (Cayman) as the party responsible for the payments. The contract allows the Seller to request that Blockstream Capital Partners make the payments instead; if requested, Blockstream Capital Partners must pay. The agreement specifies that any delay in payment exceeding seven days will render releases provided by Cantor Equity Partners I, its SPAC subsidiaries and the sponsor null and void, along with related covenant-not-to-sue provisions.

The parties also cancelled the July 16, 2025 business combination agreement as amended on March 25, 2026, and stated that ancillary transaction documents are no longer in force. BSTR Holdings and BSTR Newco intend to withdraw the Form S-4 registration statement filed for the transaction. Engagements with Cantor Fitzgerald as placement agent and financial adviser have ended, and subscription agreements tied to pending private placements terminated under their terms.

When announced, the proposed merger had contemplated creating a public vehicle that would hold a 30,021-Bitcoin treasury and include private financing. The termination filings do not report any sale of Bitcoin or a transfer of the proposed treasury into a completed public company. The filings do not disclose how much Bitcoin the continuing private business holds or whether the trading and yield strategies it described produced returns.

An issuer press release filed with the SEC states BSTR will continue to manage a Bitcoin treasury in private hands and pursue yield and alpha strategies outside the abandoned SPAC transaction. The company attributed limits on certain financing approaches to pricing pressure in Bitcoin markets and dislocation in capital markets that affected instruments such as convertible bonds and perpetual preferred equity. The termination materials do not verify any performance outcomes or asset transfers.

The agreement sets fixed payment deadlines and a narrow seven-day cure window that, if missed, would restore certain legal rights for the Cantor side. Beyond the payment schedule and procedural unwinds, the SEC filing provides no further information about transfers of digital assets or the resolution of investor subscriptions linked to the proposed combination.