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Adam Back-led BSTR ends SPAC path, but $15M obligation remains

BSTR Holdings must pay $10 million by Sept. 19 and $5 million by Dec. 1, with any delay beyond seven days voiding legal protections.

Reported · Written up by our desk · Market Structure

Adam Back-led BSTR Holdings (Cayman) has ended its plan to become a public Bitcoin treasury company via a SPAC deal with Cantor Equity Partners I, after the termination of the business combination agreement on Aug. 20, according to a SEC-filed current report summarized by CryptoSlate.

While the proposed merger is unwound, the termination agreement leaves a $15 million cash obligation in place. The first $10 million is due on or before Sept. 19, and the remaining $5 million is due on or before Dec. 1, and any delay of more than seven days would cause specified legal protections on the Cantor side to become void, including releases and related covenant-not-to-sue provisions.

Under the executed termination terms, the entity defined as the Seller can request that Blockstream Capital Partners make the payment instead, in which case Blockstream Capital Partners would be required to pay.

BSTR Holdings and BSTR Newco said they intend to withdraw the Form S-4 tied to the transaction, which removes the merger, financing, and registration machinery behind the proposed listed vehicle. The materials also state that the deal never closed, the termination documents do not show that a Bitcoin treasury was transferred into a completed public company, and BSTR says it will continue Bitcoin treasury management outside the abandoned Cantor transaction.

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