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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July
8, 2026
CANTOR EQUITY PARTNERS I, INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42464 |
|
98-1576503 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
110 East 59th Street
New
York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number,
including area code: (212) 938-5000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
CEPO |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On July 8, 2026,
Cantor Equity Partners I, Inc., a Cayman Islands exempted company (“CEPO”), issued a press release (the “Press
Release”) providing an update with respect to the proposed business combination (the “Business Combination”)
among CEPO, BSTR Holdings, Inc., a Delaware corporation (“BSTR”), BSTR Newco, LLC, a Delaware limited liability company (“Newco”),
and the other parties thereto.
CEPO and BSTR are discussing a potential revised structure and amended
terms for the previously announced Business Combination and will not complete the Business Combination on the terms initially set forth
in the business combination agreement, dated July 16, 2025, by and among CEPO, BSTR, BSTR Newco, LLC (“Newco”) and the other
parties thereto (as amended, the “Business Combination Agreement” and such business combination, the “Business Combination”).
In connection with the foregoing,
the pending private placements in connection with the Business Combination pursuant to the existing subscription agreements among CEPO,
BSTR, Newco and the investors party thereto, as applicable (the “Private Placement Investments”), will not be required to
be consummated.
The extraordinary general
meeting of shareholders of CEPO to approve the Business Combination, which had been postponed to July 10, 2026 at 10:00 a.m., Eastern
time, is now indefinitely postponed. Any CEPO public shares that have been submitted for redemption will be returned to shareholders and
will not be redeemed.
Any revised structure or amended
terms of the Business Combination, if agreed among the parties thereto, are expected to be reflected in additional filings (“Additional
Filings”) with the U.S. Securities and Exchange Commission (the “SEC”), as required by applicable securities laws and
regulations, in order to amend or supplement the Registration Statement on Form S-4 declared effective by the SEC on June 5, 2026 (the
“Registration Statement”) and the definitive proxy statement/prospectus filed with the SEC on June 5, 2026 (the “Proxy
Statement/Prospectus”), in each case, in connection with the Business Combination.
A copy of the Press Release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the “Current Report”)
contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties, the transactions
contemplated by the Business Combination Agreement with respect to the Business Combination and the Private Placement Investments, as
well as a potential revised structure and/or amended terms of the Business Combination Agreement and the Business Combination (collectively,
the “Proposed Transactions”), including, expectations, hopes, beliefs, intentions, plans, prospects, strategies and other
statements relating to CEPO, BSTR, 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. 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 Current Report, 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 a revised structure and/or amended terms of the Business Combination and the Business Combination Agreement
(the “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 BSTR (“BSTR Class A Stock”); the failure of BSTR
to obtain or maintain the listing of its securities any stock exchange on which BSTR 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 BSTR’s anticipated operations and
business, including the highly volatile nature of the price of Bitcoin; the risk that BSTR’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 BSTR 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, BSTR experiences difficulties managing its growth and expanding operations; challenges
in implementing BSTR’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, BSTR, Newco or others following announcement of any proposed transaction; and those risk factors discussed
in documents of CEPO, BSTR 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 (as defined below), 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, BSTR 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, BSTR and Newco presently
know or that none of CEPO, BSTR 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, BSTR 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, BSTR and Newco give any assurance that any of CEPO, BSTR or Newco will achieve its expectations. The inclusion of any statement
in this Current Report does not constitute an admission by CEPO, BSTR, Newco or any other person that the events or circumstances described
in such statement are material.
Additional Information
BSTR and Newco have filed the Registration
Statement with the SEC, which includes 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 as described in the
Proxy Statement/Prospectus. If the parties enter into a Proposed Amended Transaction, the parties intend to make Additional Filings with
the SEC. This Current Report 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, BSTR 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, BSTR 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 CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL
OFFENSE.
Participants in the Solicitation
CEPO, BSTR, 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. 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 BSTR’s directors and executive officers, will be set forth in
the Additional Filings.
No Offer or Solicitation
This Current Report is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release, dated July 8, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
Dated: July 8, 2026
| |
CANTOR EQUITY PARTNERS I, INC. |
| |
|
|
| |
By: |
/s/ Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Cantor
Equity Partners I, Inc. and Bitcoin Standard Treasury Company Provide Update on Proposed Business Combination
Parties
to pursue a revised transaction structure; proposed business combination will not be completed on current terms; current private placements
will not be required to close
NEW
YORK — July 8, 2026 — Cantor Equity Partners I, Inc. (Nasdaq: CEPO) (“CEPO”), a special purpose acquisition company
sponsored by an affiliate of Cantor Fitzgerald, today announced that CEPO and BSTR Holdings, Inc. (“BSTR”) have agreed to
work together on and are currently discussing a potential revised structure and amended terms for their previously announced proposed
business combination. Such revised structure and amended terms for the proposed business combination are intended to better reflect current
market conditions.
The
parties will not complete their proposed business combination on the terms initially set forth in the business combination agreement,
dated July 16, 2025, by and among CEPO, BSTR, BSTR Newco, LLC (“Newco”) and the other parties thereto (as amended, the “Business
Combination Agreement” and such business combination, the “Business Combination”).
In
connection with the foregoing, the pending private placements in connection with the Business Combination pursuant to the existing subscription
agreements among CEPO, BSTR, Newco and the investors party thereto, as applicable (the “Private Placement Investments”),
will not be required to be consummated. The parties expect to provide further details in due course.
The
extraordinary general meeting of shareholders of CEPO currently scheduled for July 10, 2026 at 10:00 a.m., Eastern time, is indefinitely
postponed. CEPO shareholders do not need to take any action at this time. Any CEPO public shares that have been submitted for redemption
will be returned to shareholders and will not be redeemed.
Any
revised structure or amended terms of the Business Combination, if agreed among the parties thereto, are expected to be reflected in
additional filings (“Additional Filings”) with the U.S. Securities and Exchange Commission (the “SEC”), as required
by applicable securities laws and regulations, in order to amend or supplement the Registration Statement on Form S-4 declared effective
by the SEC on June 5, 2026 (the “Registration Statement”) and the definitive proxy statement/prospectus filed with the SEC
on June 5, 2026 (the “Proxy Statement/Prospectus”), in each case, in connection with the Business Combination.
About
Cantor Equity Partners I, Inc.
Cantor
Equity Partners I, Inc. (Nasdaq: CEPO) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities. CEPO
is sponsored by an affiliate of Cantor Fitzgerald.
Forward-Looking
Statements
This
press release (“Press Release”) contains certain forward-looking statements within the meaning of the U.S. federal securities
laws with respect to the parties, the transactions contemplated by the Business Combination Agreement with respect to the Business Combination
and the Private Placement Investments, as well as a potential revised structure and/or amended terms of the Business Combination Agreement
and the Business Combination (collectively, the “Proposed Transactions”), including, expectations, hopes, beliefs, intentions,
plans, prospects, strategies and other statements relating to CEPO, BSTR, 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. 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 Press Release, 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 a revised structure and/or amended terms of
the Business Combination and the Business Combination Agreement (the “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 BSTR (“BSTR Class A Stock”); the failure of BSTR to obtain or maintain the listing of its securities any stock exchange
on which BSTR 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 BSTR’s anticipated operations and business, including the highly volatile nature of the price of
Bitcoin; the risk that BSTR’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 BSTR 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, BSTR experiences
difficulties managing its growth and expanding operations; challenges in implementing BSTR’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, BSTR, Newco or others following announcement
of any proposed transaction; and those risk factors discussed in documents of CEPO, BSTR 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 (as defined below),
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, BSTR 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, BSTR and Newco presently know or that none of CEPO, BSTR 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, BSTR 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, BSTR and Newco give any assurance that any of CEPO, BSTR or Newco will
achieve its expectations. The inclusion of any statement in this Press Release does not constitute an admission by CEPO, BSTR, Newco
or any other person that the events or circumstances described in such statement are material.
Additional
Information
BSTR
and Newco have filed the Registration Statement with the SEC, which includes 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 as described in the Proxy Statement/Prospectus. If the parties enter into a Proposed Amended Transaction, the parties intend
to make Additional Filings with the SEC. This Press Release 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, BSTR 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, BSTR 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 PRESS RELEASE. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants
in the Solicitation
CEPO,
BSTR, 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. 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 BSTR’s directors and executive officers, will be set forth in the Additional Filings.
No
Offer or Solicitation
This
Press Release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Media
Contacts
Danielle
Popper
Danielle.popper@cantor.com
+1
212-938-5000
