微策略模式遇熊市大考：囤币公司BSTR上市折戟，下一份SEC文件定生死

Original Author: Claude, TechFlow

TechFlow Insights: BSTR, the Bitcoin treasury company co-founded by Blockstream co-founder Adam Back, and SPAC company Cantor Equity Partners I (Nasdaq: CEPO) jointly announced on July 8 that they will not proceed with the merger as per the original agreement from July 2025. The private placement in public equity (PIPE) tied to the transaction is also no longer required to be completed. The shareholder meeting originally scheduled for July 10 has been postponed indefinitely. This deal was set to go public with 30,021 Bitcoins and up to $1.5 billion in fiat PIPE. Bitcoin currently trades around $64,000, nearly halved from its all-time high of $126,000 on October 6 last year. With the stock price premium that supported the "Bitcoin treasury company" model gone, whether this financing machine can restart depends on the next SEC filing.

Adam Back, the inventor of Hashcash, holds 30,000 Bitcoins but can no longer raise funds in the capital markets.

On July 8, Cantor Equity Partners I filed an 8-K form with the SEC, disclosing that it is in discussions with BSTR Holdings regarding a revised transaction structure and terms, citing the need to "better reflect current market conditions." The most critical sentence in the filing states: The parties will not complete the transaction under the original merger agreement signed on July 16, 2025, and the PIPE tied to the transaction is no longer required to be completed.

A company press release issued the same day added two points: The shareholder meeting originally scheduled for July 10 has been indefinitely postponed; public shares that have submitted redemption requests will be returned and not redeemed.

Bitcoin hasn't collapsed, but the financing structure built around buying Bitcoin has.

The Original Scale: 30,000 Bitcoins

BSTR's selling point was scale from the start.

According to a company press release submitted to the SEC in July 2025, BSTR was expected to list with 30,021 Bitcoins on its balance sheet, along with up to $1.5 billion in fiat PIPE financing, 5,021 Bitcoins in a physical PIPE, 25,000 Bitcoins from founding shareholders, and up to approximately $200 million in cash from Cantor Equity Partners I (subject to shareholder redemptions).

The 30,021 figure wasn't a single block. The detailed merger documents broke it down into three parts: 25,000 Bitcoins contributed by the seller, 4,156.11 Bitcoins from the CEPO Bitcoin equity PIPE, and 865 Bitcoins from the Newco equity PIPE. Additionally, there were cash equity, convertible notes, preferred shares, and Bitcoin-denominated subscription commitments, all contingent upon the successful closing of the transaction.

These commitments were the true load-bearing walls. They turned a pile of Bitcoins into a public market financing machine: common stock, convertible notes, preferred shares, Bitcoin subscriptions, and a SPAC shareholder base with redemption rights—five sources of funding pieced together.

Adam Back himself serves as BSTR's CEO, and the transaction narrative revolved around "Bitcoin per share" rather than passive holding.

After the July 8 announcement that the PIPE would not need to be completed, the question becomes whether the new terms can bring these funds back.

The Engine Was Stock Price Premium, Not Bitcoin

The operational logic of the "Bitcoin treasury company" model is essentially separate from whether Bitcoin's price goes up or down.

The key metric is called mNAV, which is the ratio of a company's stock market capitalization to the market value of the Bitcoin it holds. If a company is worth twice its Bitcoin holdings, the mNAV is 2. This premium is the fuel for the entire machine: the company issues stock at a price above net asset value, uses the cash to buy more Bitcoin, which increases the Bitcoin per share metric, benefiting existing shareholders rather than diluting them, and then repeats the cycle. MicroStrategy (now Strategy) built its model on this loop.

Once the premium converges to 1x or falls below 1x, this cycle breaks. Issuing stock to buy Bitcoin no longer increases the per-share Bitcoin content; instead, it dilutes existing shareholders. The machine stops.

This is precisely where BSTR's problem lies. The original structure was designed based on the premium expectations of the previous cycle, assumptions that no one is willing to pay for now. So this isn't about "whether the stock can maintain its premium after listing," but rather that the premium assumptions couldn't even allow the company to complete its financing.

The Entire Sector Is Under Pressure

Bitcoin was priced at approximately $64,000 on July 12, with a market cap of about $1.27 trillion, representing roughly 58% of the total crypto market. This price is approximately 49% below its all-time high of $126,200 set on October 6 last year, and has dropped about 19.5% in the last 60 days.

For Bitcoin itself, this is not a disaster. For Bitcoin treasury companies relying on premium financing, it's a different story.

Other news from the same week provides context. American Bitcoin, involving Eric Trump, was forced to implement a 1-for-15 reverse stock split to meet Nasdaq's minimum share price requirement, holding approximately 8,000 Bitcoins. Strategy's preferred shares briefly fell below par value in June. Metaplanet's stock price is now below the value of its Bitcoin holdings. In early July, another US-based Bitcoin treasury company liquidated its entire Bitcoin holdings under debt and Nasdaq compliance pressure.

Meanwhile, capital is flowing elsewhere. AI computing company CoreWeave just completed a $20 billion funding round.

The Next SEC Filing Will Be the True Verdict

Cantor and BSTR are still in negotiations, but the original terms are void.

If the two parties reach a new agreement, a new SEC filing will be issued to amend or supplement the registration statement and proxy solicitation materials. That document will answer three questions: How much of the 30,021 Bitcoins remains? How much of the original PIPE commitments remains? And what price are investors willing to pay now?

According to market data cited by TFTC, CEPO's stock price is currently around $10.5, close to its trust value. This level itself is a signal: the market is assigning no premium to this deal.

The risk factors listed in the July 8 filing itself essentially form the upcoming negotiation checklist: public shareholder redemptions, public float percentage, liquidity, exchange listing, Bitcoin price volatility, competition, regulatory uncertainty, and the difficulty of expanding Bitcoin accumulation and treasury operations.

For readers holding Bitcoin treasury stocks, the implications are two-fold:

If the new agreement preserves the 30,000 Bitcoin scale, retains substantial investor commitments, and doesn't shift significant costs onto new shareholders, it indicates this model can be repriced and survive in a low-premium environment.

If the new terms reduce the Bitcoin holdings, increase the cost of capital, weaken investor protections, or rely more heavily on dilution to raise funds, it means the next wave of Bitcoin treasury companies can no longer benefit from the premium dividends of the previous cycle. Anyone buying these stocks is essentially paying for someone else's restructuring.

BSTR is now a public stress test for the entire sector. The test results will be written in the next SEC filing.