How Skadden and BSTR Holdings Sealed a Landmark $1.5 Billion SPAC Deal
In a bold move that underscores Dubai’s growing prominence in the global cryptocurrency market, BSTR Holdings Inc., a Bitcoin-focused investment company, finalized a $1.5 billion business combination with Cantor Equity Partners I, Inc. (CEPO) in July 2025, with legal guidance from elite law firm Skadden, Arps, Slate, Meagher & Flom (UK) LLP. The deal, one of the largest Bitcoin treasury SPAC mergers ever, positions BSTR to go public under the ticker “BSTR” and marks a significant step in integrating Bitcoin into mainstream capital markets. Here’s how the deal came together, its key components, and its potential impact on the financial landscape.
Crafting the Deal: A Strategic Partnership
Announced on July 17, 2025, the business combination between BSTR Holdings and CEPO, a special-purpose acquisition company sponsored by Cantor Fitzgerald, is set to close in Q4 2025, pending shareholder approval and regulatory clearance. The transaction includes up to $1.5 billion in private investment in public equity (PIPE) financing—nearly double the next-largest PIPE for a Bitcoin treasury SPAC merger—alongside 5,021 Bitcoin contributed by investors. BSTR’s founding shareholders will add 25,000 Bitcoin, positioning the company with the fourth-largest public corporate Bitcoin treasury globally, holding 30,021 Bitcoin at launch.
Skadden’s London-based team, led by partners with expertise in cross-border mergers and acquisitions, played a pivotal role in navigating the complex legal framework of the deal. They advised BSTR on the business combination agreement, securities filings, and compliance with U.S. Securities and Exchange Commission (SEC) regulations. Ellenoff Grossman & Schole LLP represented CEPO, while Cantor Fitzgerald & Co. served as financial and capital-markets advisor. The deal’s structure, detailed in SEC filings, includes a convertible preferred round, a first for a Bitcoin treasury SPAC merger, designed to maximize Bitcoin ownership per share.
Dr. Adam Back, BSTR’s CEO and a pioneering cryptographer behind Hashcash, emphasized the deal’s vision: “Bitcoin was created as sound money, and BSTR is being created to bring that same integrity to modern capital markets. This transaction gives us unprecedented firepower to accelerate real-world Bitcoin adoption.”
Background: A Confluence of Expertise and Ambition
BSTR Holdings, led by Back and Chief Investment Officer Sean Bill, aims to bridge Bitcoin and traditional finance by accumulating Bitcoin, generating in-kind Bitcoin yield, and advising corporations and governments on Bitcoin-based treasury strategies. The company’s leadership brings deep credentials: Back’s Hashcash algorithm influenced Bitcoin’s foundational proof-of-work system, while Bill has championed institutional Bitcoin adoption. Their mission aligns with Dubai’s push to become a global crypto hub, supported by progressive regulations and the Dubai Blockchain Strategy.
Skadden’s involvement reflects its reputation as a powerhouse in high-stakes M&A, having led global rankings with 98 deals worth $230 billion in the first half of 2024. The firm’s expertise in navigating regulatory complexities, particularly in emerging sectors like cryptocurrency, made it a natural fit for BSTR. The deal also highlights Skadden’s growing presence in Dubai, where it has advised on major transactions, including Intel’s $15.3 billion acquisition of Mobileye.
The SPAC structure, while facing scrutiny in recent years, remains a viable path for companies like BSTR to access public markets quickly. CEPO, led by Chairman Brandon Lutnick, was formed to pursue such innovative mergers, leveraging Cantor Fitzgerald’s 79-year legacy in financial services.
Key Details and Verified Facts
- Transaction Value: Up to $1.5 billion in PIPE financing, plus 5,021 Bitcoin and $200 million from CEPO, subject to redemptions.
- Bitcoin Holdings: BSTR will launch with 30,021 Bitcoin, valued at approximately $1.8 billion based on September 2025 prices.
- Timeline: Announced July 17, 2025, with an expected close in Q4 2025, pending SEC and shareholder approval.
- Legal Advisors: Skadden, Arps, Slate, Meagher & Flom (UK) LLP for BSTR; Ellenoff Grossman & Schole LLP for CEPO.
- Strategic Goals: BSTR will use net proceeds to acquire more Bitcoin and develop Bitcoin-native capital-markets products and advisory services.
Challenges and Negotiations
The deal wasn’t without hurdles. The volatile nature of Bitcoin required careful structuring to mitigate financial risks for investors. Skadden’s team crafted provisions to balance fiat and Bitcoin funding, ensuring flexibility in a fluctuating market. Regulatory scrutiny from the SEC, particularly around crypto-related SPACs, demanded rigorous compliance, with Skadden filing detailed proxy statements to address investor concerns. The firm also navigated potential conflicts of interest, given its high-profile client roster, to maintain public trust in the deal’s integrity.
Jeremy London, Skadden’s executive partner, noted in a prior statement on a separate deal: “We engage proactively to align on productive paths forward, ensuring outcomes that protect our clients’ interests.” This approach likely guided Skadden’s strategy in securing favorable terms for BSTR.
Potential Impact and Next Steps
The BSTR-CEPO merger could reshape the intersection of cryptocurrency and public markets, positioning BSTR as a leader in Bitcoin treasury strategies. For Dubai, the deal reinforces its ambition to rival Singapore and Hong Kong as a crypto hub, potentially attracting more blockchain firms to the emirate. Investors will closely watch BSTR’s performance post-closing, with success hinging on Bitcoin’s price stability and global adoption.
Next steps include SEC review of the proxy statement and a shareholder vote expected in late 2025. BSTR plans to expand its advisory services, targeting corporations and sovereigns hesitant to adopt Bitcoin directly. However, risks remain, including market volatility and regulatory shifts that could impact SPAC mergers.
Conclusion
The $1.5 billion BSTR-Cantor Equity Partners deal, expertly navigated by Skadden, marks a watershed moment for Bitcoin’s integration into mainstream finance. By combining innovative funding structures with Dubai’s crypto-friendly ecosystem, BSTR is poised to redefine corporate treasury strategies. As the deal nears its Q4 2025 close, all eyes are on whether this bold bet will solidify Dubai’s place in the global crypto economy and inspire a new wave of financial innovation.