BSTR Holdings Files S-4; CEPO merger talks evolve (Company CEPO)
Rhea-AI Filing Summary
BSTR Holdings, Inc. and Cantor Equity Partners I, Inc. (CEPO) are pursuing a proposed business combination governed by a Business Combination Agreement dated July 16, 2025. CEPO, Pubco (BSTR Holdings), Newco and related parties filed a Registration Statement on Form S-4 (No. 333-295863) that was declared effective by the SEC on June 5, 2026, and the definitive proxy statement/prospectus was filed and mailed to CEPO shareholders with a record date of June 5, 2026. The parties are discussing a Proposed Amended Transaction and expect additional SEC filings if terms change. The communication notes social-media posts by Pubco CEO Adam Back on July 8, 2026 and reiterates that investors should review the Registration Statement, Proxy Statement/Prospectus and any Additional Filings for material details.
Positive
- None.
Negative
- None.
Insights
Transaction paperwork is in place; amendments are under discussion and will require supplemental SEC filings.
The Registration Statement on Form S-4 (No. 333-295863) was declared effective on June 5, 2026, and the definitive proxy was distributed to shareholders with a June 5, 2026 record date. Any material changes described as a "Proposed Amended Transaction" must be disclosed in Additional Filings to amend or supplement the Registration Statement and Proxy Statement/Prospectus.
Shareholder action is still contingent on future filings and any shareholder vote called pursuant to those filings; the filing reiterates customary solicitation disclosures and risk descriptions that remain applicable.
The company flagged CEO social-media activity and reminded investors to rely on SEC filings for material disclosures.
The communication references social-media posts by Pubco CEO Adam Back on July 8, 2026 and directs readers to the effective Registration Statement and Proxy Statement/Prospectus for authoritative information. This aligns with standard disclosure practice when public comments may relate to a pending transaction.
The message stresses that any revised structure or amended terms will be documented in Additional Filings; investors are urged to read those filings for voting or investment decisions.
Key Figures
Key Terms
Registration Statement regulatory
Proxy Statement/Prospectus regulatory
Private Placement Investments financial
Proposed Amended Transaction corporate
FAQ
What filing establishes the merger terms between CEPO and BSTR Holdings?
Are the parties changing the transaction terms?
Where can investors obtain the Registration Statement and proxy materials?
Did Pubco’s CEO make public communications about the transaction?
Filed by Cantor Equity Partners I, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Cantor Equity Partners I, Inc.
Commission File No. 001-42464
BSTR Holdings, Inc.
Date: July 9, 2026
As previously disclosed, on July 16, 2025, Cantor Equity Partners I, Inc. (“CEPO”), a Cayman Islands exempted company, and BSTR Holdings, Inc., a Delaware corporation (“Pubco”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with BSTR Intermediate, a Cayman Islands exempted company (“CEPO Merger Sub”), BSTR Holdings (Cayman), a Cayman Islands exempted company (the “Seller”), BSTR Newco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Seller (“Newco”), PEMS Sub A, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO (“CEPO Subsidiary A”), PEMS Sub B, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO Subsidiary A (“CEPO Subsidiary B”) and PEMS Merger Sub C, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO Subsidiary B.
On July 8, 2026, Adam Back, Chief Executive Officer of Pubco, made below communications on his social media account on X.
Additional Information and Where to Find It
BSTR Holdings, Inc. (“Pubco”) and Newco filed a Registration Statement on Form S-4 (Registration No. 333-295863) with the Securities and Exchange Commission (the “SEC”) (as amended, the “Registration Statement”), which was declared effective by the SEC on June 5, 2026, in connection with the proposed business combination (the “Business Combination”) pursuant to the business combination agreement, dated July 16, 2025, by and among CEPO, Pubco, Newco and the other parties thereto. The Registration Statement includes the definitive proxy statement/prospectus filed with the SEC on June 5, 2026 (the “Proxy Statement/Prospectus”). The Business Combination, together with the transactions contemplated under the Business Combination Agreement and the pending private placements pursuant to certain subscription agreements entered into among CEPO, Pubco, Newco and the investors party thereto in connection with the Business Combination (the “Private Placement Investments”), as well as any potential revised structure and/or amended terms of the Business Combination Agreement and the Business Combination, are referred to herein as the “Proposed Transactions.” , which includes a preliminary proxy statement of CEPO and a prospectus (the “Proxy Statement/Prospectus”). The definitive proxy statement of CEPO, which was filed by CEPO with the SEC on June 5, 2026 (the “Proxy Statement”), and other relevant documents have been mailed to shareholders of CEPO as of the record date of June 5, 2026 that was established for voting on the Business Combination and other matters described in the Proxy Statement/Prospectus. As reported on a Current Report on Form 8-K filed by CEPO with the SEC on July 8, 2026, the parties to the Business Combination are discussing a potential revised structure and amended terms for the Business Combination and the Business Combination Agreement (the “Proposed Amended Transaction”). Any Proposed Amended Transaction, if agreed among the parties thereto, are expected to be reflected in additional filings (“Additional Filings”) with the SEC, as required by applicable securities laws and regulations, in order to amend or supplement the Registration Statement and the Proxy Statement/Prospectus. This communication does not contain all of the information that should be considered concerning any proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of any proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEPO AND OTHER INTERESTED PARTIES ARE URGED TO READ ANY ADDITIONAL FILINGS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEPO’S SOLICITATION OF PROXIES FOR ANY EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE ANY PROPOSED TRANSACTION AND OTHER MATTERS AS DESCRIBED IN ANY ADDITIONAL FILINGS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPO, NEWCO, PUBCO AND ANY PROPOSED TRANSACTION. Investors and security holders will also be able to obtain copies of the Additional Filings and all other documents filed or that will be filed with the SEC by CEPO, Pubco and Newco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners I, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to BSTR Holdings, Inc., via email at bstr@blockstreamcapitalpartners.com, respectively.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED ANY PROPOSED TRANSACTION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF ANY PROPOSED TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
CEPO, Pubco, Newco and their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from CEPO’s shareholders in connection with any proposed transaction. A list of the names of such directors and executive officers, and information regarding their interests in any proposed transaction and their ownership of CEPO’s securities are contained in CEPO’s filings with the SEC, including the Proxy Statement, CEPO’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and may be contained in any Additional Filings. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CEPO’s shareholders in connection with any proposed transaction, including the names and interests of Newco’s and Pubco’s directors and executive officers, will be set forth in the Additional Filings.
No Offer or Solicitation
The information contained in this communication is for informational purposes only and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Pubco, Newco or CEPO, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
2
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Proposed Transactions, including, expectations, hopes, beliefs, intentions, plans, prospects, strategies and other statements relating to CEPO, Pubco, Newco and the Proposed Transactions, and any expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts and statements regarding the anticipated benefits, completion and timing of the completion of the Proposed Transactions, the discussions and potential agreement among the parties regarding any Proposed Amended Transaction, the assets and funds held or to be received by Newco or Pubco, any expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance of Pubco, Newco or CEPO or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the failure of the Proposed Transactions to be completed may adversely affect the price of CEPO’s securities; the risk that any Proposed Amended Transaction will not be agreed among the parties or entered into at all, may not close even if agreed and entered into or that such Proposed Amended Transaction may not be completed by CEPO’s business combination deadline; failure to realize the anticipated benefits of any proposed transaction; the level of redemptions of CEPO’s public shareholders in any future transaction which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of CEPO or the Class A stock of Pubco (“Pubco Class A Stock”); the failure of Pubco to obtain or maintain the listing of its securities any stock exchange on which Pubco Class A Stock will be listed after the closing of any proposed transaction; costs related to the Proposed Transactions, any proposed transaction and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that Pubco’s stock price may be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease at any time after the closing of any proposed transaction; risks related to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of any proposed transaction, Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing Pubco’s business plan, including Bitcoin accumulation at scale, active Bitcoin treasury management, including alpha strategies and yield strategies and development of and services related to Bitcoin-focused financial and technology infrastructure, due to operational challenges, significant competition, regulation and other factors; the outcome of any potential legal proceedings that may be instituted against CEPO, Pubco, Newco or others following announcement of any proposed transaction; and those risk factors discussed in documents of CEPO, Pubco or Newco filed, or to be filed, with the SEC.
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of any Additional Filings as and when filed, the Proxy Statement, the final prospectus of CEPO dated as of January 6, 2025 and filed by CEPO with the SEC on January 7, 2025, CEPO’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q on file, and to be filed, with the SEC and the Registration Statement, and other documents filed by CEPO, Pubco and Newco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that none of CEPO, Pubco and Newco presently know or that none of CEPO, Pubco and Newco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of CEPO, Pubco and Newco assume any obligation or intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of CEPO, Pubco and Newco give any assurance that any of CEPO, Pubco or Newco will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by CEPO, Pubco, Newco or any other person that the events or circumstances described in such statement are material.
3