Filed by BSTR Holdings, 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: February 24, 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 February 24, Pubco issued a press release announcing the appointment
of Robert Stefanowski as incoming Chief Financial Officer of Pubco.
Bitcoin Standard Treasury Company Names Bob
Stefanowski as Chief Financial Officer
Senior global finance executive brings more
than 25 years of leadership experience across structured finance, private credit, M&A advisory, private equity and global capital
markets
Appointment strengthens best-in-class management
team with deep expertise in both Bitcoin and active asset management
NEW YORK — February 24, 2026 —
Bitcoin Standard Treasury Company (“BSTR” or the “Company”), an operating company dedicated to accumulating Bitcoin
and providing investors exposure to Bitcoin with both yield and alpha strategies through its actively managed Bitcoin holdings, today
announced the appointment of Robert “Bob” Stefanowski as Chief Financial Officer of BSTR.
Mr. Stefanowski is a respected global finance
executive with more than 25 years of leadership experience across private credit, structured finance, private equity and infrastructure
investing. Throughout his career, Mr. Stefanowski has served as a Chief Executive Officer, Chief Financial Officer, Chairman and lead
investor, building and overseeing multi-billion-dollar lending and investment platforms for public and private institutions across North
America, Europe, the Middle East, Asia and Latin America.
As CFO, Mr. Stefanowski will oversee BSTR’s
capital markets strategy, financial reporting, accounting and treasury functions.
BSTR previously announced on July 17, 2025 that
it entered into a definitive agreement for a proposed business combination with Cantor Equity Partners I, Inc. (Nasdaq: CEPO), a special-purpose
acquisition company sponsored by an affiliate of Cantor Fitzgerald. Upon closing of the transaction, the Company is expected to trade
under the ticker symbol “BSTR”.
“BSTR was founded to serve as the premier
Bitcoin-focused public company designed to meet the evolving needs of institutional investors,” said Katherine Dowling, President
of BSTR. “Bob brings unparalleled experience guiding financial strategy and capital markets execution for some of the world’s
leading investment platforms. His leadership will be instrumental as we position BSTR for long-term growth and public market success.”
Mr. Stefanowski most recently served as Chief
Executive Officer of NEOM USA, where he led the structuring and financing of large-scale infrastructure and project finance transactions
in the Middle East, including an $8.4 billion joint venture to develop what is expected to be the world’s largest green hydrogen
facility in Saudi Arabia.
Previously, Mr. Stefanowski served as Chief Financial
Officer of UBS Investment Bank, where he led financial reporting, capital management and regulatory compliance for a global investment
banking division operating with over $80 billion of Basel III risk-weighted assets across trading, fixed income, equities and advisory
platforms. Before this, Mr. Stefanowski was CEO of a $1.3 billion consumer lending platform owned by Lone Star Capital and was Managing
Director and Chairman of 3i Group plc’s international operations.
Earlier in his career, Mr. Stefanowski spent 14
years at GE Capital in multiple senior leadership roles across private credit businesses, managing multi-billion-dollar portfolios of
senior loans, mezzanine debt and asset-backed securities.
“As institutional adoption of Bitcoin continues
to accelerate, there is a clear need for a disciplined, transparent public company capable of allocating capital responsibly while generating
yield and alpha,” said Mr. Stefanowski. “BSTR is uniquely positioned to bridge Bitcoin and capital markets at scale, and I
am excited to help guide the Company through its next phase of growth.”
In addition to his executive career, Mr. Stefanowski
has been active in academia and public service. He served as a Clinical Professor of Finance at Oxford University and as adjunct faculty
at Cambridge University and NYU Stern School of Business. He is the author of Making M&A Deals Happen (2007) and Material
Adverse Change (2017). He has participated in the World Economic Forum’s Financial Services Industry Partnership in Davos, Switzerland.
Mr. Stefanowski holds an MBA from Cornell University,
a B.S. in Accounting from Fairfield University and a Fellowship in Finance from the Wharton School of Business. He is a former CPA, CFA
and CFE. He previously served on the board of the Victoria & Albert Museum in London following an appointment by Prime Minister Gordon
Brown, and currently serves on several corporate and nonprofit boards.
About Bitcoin Standard Treasury Company (BSTR)
BSTR is a newly formed operating company focusing
on business lines relating exclusively to Bitcoin. BSTR’s strategy is to offer public-market investors a differentiated, capital-efficient
way to gain exposure to Bitcoin through (i) large-scale, programmatic accumulation of Bitcoin; (ii) active treasury management intended
to compound Bitcoin per share over time and (iii) development and provision of services relating to Bitcoin-focused financial and technology
infrastructure that we believe will expand the Bitcoin capital-markets opportunity set.
Additional Information and Where to Find
It
As previously disclosed, in October 2025 BSTR
and BSTR Newco, LLC (“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 on BSTR’s
website 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 and timing of, and the 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, Pubco’s yield strategies, alpha strategies
and capital markets strategy, and provide Bitcoin-related services,, Pubco’s performance and market position, Pubco’s ability
to serve as the premier Bitcoin-focused public company designed to meet the evolving needs of institutional investors, 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,” “expect,” “intend,” “strategy,” “opportunity,”
“will,” “will be,” “dedicated to,” “to serve,” “designed to,” “growth,”
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 or at all; 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.
Media Contacts
Ryan Dicovitsky/Diana Bost
Dukas Linden Public Relations
BSTR@DLPR.com
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