Pending issuance — subject to Closing of CEPO/BSTR business combination (expected early Q2 2026)
$500M initial + $30.5M additional subscriptions under same Indenture
5-year maturity from Closing Date; issue_date and maturity_date are estimates pending Closing (expected early Q2 2026)
Quarterly collateral release mechanism based on BTC price appreciation and public float growth
Terms & Documentation
Terms
BTC strategy
Yes
Ranking
Senior secured (3:1 BTC collateralized, 33.3% LTV at Closing)
Settlement
Issuer election
Payment frequency
Semi-annual
Rate type
Fixed
Forced conversion
Non-callable for 3.0 years; thereafter callable if stock >= 130% of conversion price for 20/30 consecutive trading days, plus share Make-Whole
Call provision
Non-callable for 3.0 years from Issue Date; thereafter callable partially or in whole if stock >= 130% of conversion price for 20/30 consecutive trading days
Put provision
Discrete investor put right at 100% of Notional plus accrued interest, 3.0 years from Closing Date
Use of proceeds
To facilitate the purchase of Bitcoin, to pay future convertible interest expenses, and general corporate purposes