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:
April 29, 2026
As previously disclosed, on July 16, 2025, Cantor
Equity Partners I, Inc., a Cayman Islands exempted company (“CEPO”), and BSTR Holdings, Inc., a Delaware corporation (“Pubco”),
entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”) with BSTR Intermediate, a Cayman Islands exempted company, 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
April 23, 2026, Sean Bill, Chief Investment Officer of Pubco, had an interview with BNN Bloomberg, Trading Day. The interview was published
on YouTube on April 23, 2026. Below is a selected excerpt of the interview.
TRANSCRIPT
OF SELECTED EXCERPT OF THE DISCUSSION BETWEEN ROGER PETERSEN AND SEAN BILL, PUBLISHED ON YOUTUBE ON APRIL 23, 2026.
Roger Petersen: I'm just seeing the story
about Satsuma, the bitcoin accumulator and shareholders now pushing for it to sell all the tokens and wind down. Is that a concern or
is that a one-off, do you feel?
Sean Bill: I think that's potentially a one-off,
but I mean, if you're, you know, I think that this is a game where you're going to have to, I guess if we step back and we think about
technology and zero net marginal cost for each additional unit that you're investing and trading in, generally, these models tend to
consolidate with large players, and so, that's our view. We think that there will be a couple of large winners in the bitcoin space.
Bitcoin Standard Treasury, our company, we think will be one of those winners. So it'll be the second largest bitcoin treasury likely
when it comes public in June. And just like you have one or two winners in retail with Amazon or Shopify, or one or two winners in social
with maybe Meta and X, or search with Google, we think that will be the same thing in in the bitcoin treasury space.
Roger Petersen: What's the difference between
yours and what gives you the confidence compared to Satsuma? What's the difference?
Sean Bill: Oh, I think we're very different.
I mean, first off, we have Adam Back and myself as co-founders started the Bitcoin Standard Treasury Company. We raised about $5.11
billion at the time in two days. We're also our own largest investor. We put 25,0002 bitcoins into seed the company. So I
think what we bring to the table is an extraordinarily deep domain expertise within the technology of bitcoin via Adam Back, and then
this extraordinarily deep domain expertise within the active management of the bitcoin treasury. So what we're really trying to do with
our treasury is to actively manage that Bitcoin and use it as an asset. So much like how Berkshire Hathaway uses stocks and bonds as
their asset to grow their business and we would like to do that with bitcoin.
Roger
Petersen: Okay, we got to wrap it up there, Sean. Thank you very much for joining us.
Sean
Bill: Oh, thank you for having me. Appreciate it.
| 1 | | Correction: The amount committed in the transaction consists of (i) approximately
$1.4 billion of fiat-denominated financing, including approximately $200 million in CEPO’s trust account that is subject to shareholder
redemptions, (ii) 5,021 Bitcoin in-kind financing and (iii) 25,000 Bitcoin to be contributed by founding shareholders of Pubco. |
| 2 | | Correction: The 25,000 Bitcoin is expected to be contributed at closing of the transaction
but have not yet been contributed. |
Additional
Information and Where to Find It
As previously disclosed, in October 2025, Pubco and
Newco confidentially submitted a draft registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”)
and intend to publicly file a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which
will include a preliminary proxy statement of CEPO and a prospectus (the “Proxy Statement/Prospectus”) in connection with
the business combination (the “Business Combination”), pursuant to the Business Combination Agreement, dated July 16, 2025,
among Pubco, CEPO, Newco and the other parties named therein (the “Business Combination Agreement”), the concurrent private
placement of Pubco’s 1.00% convertible senior secured notes (the “Convertible Notes” and such private placement, together
with the options to investors to purchase additional Convertible Notes and the option to purchase Pubco’s 7.00% perpetual convertible
preferred stock (the “Preferred Stock”), collectively, the “Convertible Notes Private Placement,”), the concurrent
private placement of the Preferred Stock (the “Preferred Stock Private Placement”), the concurrent private placement of class
A common membership interests of Newco (the “Newco Class A Interests” and such private placement, the “Newco Private
Placement”), the private placement of CEPO’s Class A ordinary shares (the “CEPO Class A Ordinary Shares” and such
private placement, the “CEPO Equity PIPE” and, together with the Convertible Notes Private Placement, the Preferred Stock
Private Placement and the Newco Private Placement, the “Private Placement Investments”) and other transactions contemplated
by the Business Combination (together with the Business Combination and the Private Placement Investments, the “Proposed Transactions”).
The definitive proxy statement and other relevant documents will be mailed to shareholders of CEPO as of a record date to be established
for voting on the Business Combination and other matters as will be described in the Proxy Statement/Prospectus. CEPO and/or Pubco will
also file other documents regarding the Proposed Transactions with the SEC. This communication does not contain all of the information
that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any
other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEPO AND OTHER
INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEPO’S SOLICITATION
OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS
AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPO, NEWCO, PUBCO AND
THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy
Statement/Prospectus 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. In addition, further information relating to BSTR Holdings, Inc. and BSTR Newco, LLC will be made available at www.bstr.com.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED PROPOSED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The
Convertible Notes and shares of Preferred Stock to be issued by Pubco, the CEPO Class A Ordinary Shares to be issued by CEPO and the
Newco Class A Interests to be issued by Newco, in each case, pursuant to the Private Placement Investments, as well as the non-voting
units of Newco to be issued in exchange for the Newco Class A Interests at the closing of the Business Combination, pursuant to the Business
Combination Agreement, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and
may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of
the Securities Act.
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 the Business Combination. A list of the names of such directors and executive
officers, and information regarding their interests in the Business Combination and their ownership of CEPO’s securities are, or
will be, contained in CEPO’s filings with the SEC, including CEPO’s Annual Report on Form 10-K and Quarterly Reports on Form
10-Q. 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 the Proposed Transactions, including the names and interests of Newco and
Pubco’s directors and executive officers, will be set forth in the Proxy Statement/Prospectus, which is expected to be filed by
CEPO, Pubco and Newco with the SEC. Investors and security holders may obtain free copies of these documents as described in the preceding
paragraph.
No
Offer or Solicitation
The
information contained in this communication is for informational purposes only and is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer
to sell or exchange, or a solicitation of an offer to buy or exchange the securities of CEPO, Pubco or Newco, 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.
Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under
the Securities Act.
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, financial results, strategies
and other statements relating to CEPO, Pubco, Newco and the Proposed Transactions and statements regarding the anticipated benefits,
timing and occurrence of the completion of the Proposed Transactions, the assets held by Pubco and Newco, Pubco’s listing on an
applicable stock exchange, Pubco’s planned business strategy including Pubco’s ability to offer public-market investors a
differentiated, capital-efficient way to gain exposure to Bitcoin, accumulate Bitcoin and compound Bitcoin per share over time and produce
and provide Bitcoin-related services, Pubco’s yield strategies, alpha strategies and capital markets strategy, Pubco’s balance
sheet, mergers and acquisitions, Pubco’s ability to access the Bitcoin community, Pubco’s ability to generate profits, Pubco’s
dynamic operating model, Pubco’s multi-manager approach and ability to engage third-party investment managers, Pubco’s ability
to become one of the largest public Bitcoin treasury companies, Pubco’s performance and market position, Pubco’s ability
to unite Bitcoin and traditional finance, Pubco’s position in the Bitcoin ecosystem, any projected outcomes or expectations of
crypto treasury strategies or businesses, Pubco’s plans and use of proceeds, objectives of management for future operations of
Pubco, Pubco’s management and leadership after the completion of the Business Combination, the upside potential and opportunity
for investors relating to participation in the Private Placement Investments or any future securities resulting from any Proposed Transactions,
plans and expectations for Bitcoin adoption, value creation, investor benefits and strategic advantages, market size and growth opportunities,
regulatory conditions, competitive position, future financial condition and performance and expected financial impacts of the Proposed
Transactions, any expected benefits, future scaling and efficiency upgrades associated with Bitcoin 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. 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 Proposed Transactions may
not be completed in a timely manner or at all, which may adversely affect the price of CEPO’s securities; the risk that the Business
Combination may not be completed by CEPO’s business combination deadline; the failure by the parties to the Business Combination
to satisfy the conditions to the consummation of the Business Combination, including the approval of CEPO’s shareholders, or any
of the Private Placement Investments; failure to realize the anticipated benefits of the Proposed Transactions; the level of redemptions
of CEPO’s public shareholders 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 CEPO Class A Ordinary Shares or the Class A ordinary shares of Pubco (the “Pubco Class
A Stock”); the lack of a third-party fairness opinion in determining whether or not to pursue the Business Combination; 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 closing
of the Business Combination; costs related to the Proposed Transactions 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 will be highly correlated to the price of
Bitcoin and the price of Bitcoin may decrease at any time after the closing of the Proposed Transactions; 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 the Business Combination, Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing
Pubco’s business plan, including Bitcoin-related advisory services and other Bitcoin-related services, due to operational challenges,
significant competition and regulation; being considered to be a “shell company” by any stock exchange on which Pubco Class
A Stock will be listed or by the SEC, which may impact the ability to list Pubco Class A Stock and restrict reliance on certain rules
or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted
against CEPO, Pubco, Newco or others following announcement of the Business Combination; 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 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 Proxy Statement/Prospectus that will be filed by Pubco and Newco, 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.
