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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): May 14, 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.
BSTR Holdings, Inc., a Delaware corporation (“Pubco”),
publicly filed a registration statement on Form S-4 (as may be amended, the “Registration Statement”) on May 14, 2026 with
the Securities and Exchange Commission (the “SEC”) in furtherance of the consummation of the Proposed Transactions (as defined
below) (the “Closing”) targeted for the end of Q2 2026, subject to customary closing conditions. Pubco previously disclosed
the confidential submission of prior draft registration statements on Form S-4 with the SEC in October 2025 and February 2026.
On July 16, 2025, and as reported on the Current
Report on Form 8-K filed on July 17, 2025 with the SEC, Cantor Equity Partners I, Inc., a Cayman Islands exempted company (“CEPO”),
Pubco, 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”), and the other parties thereto, entered into a business combination
agreement (the “Business Combination Agreement”) with respect to a business combination among the parties (such business combination,
the “Business Combination” and, together with the transactions contemplated under the Business Combination Agreement and private
placements entered into by CEPO, Pubco and Newco with certain private placement investors (the “Private Placement Investments”),
the “Proposed Transactions”).
Additional Information and Where to Find It
Pubco and Newco have
filed the Registration Statement with the SEC, which includes a preliminary proxy statement of CEPO and a prospectus (the “Proxy
Statement/Prospectus”) in connection with 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 Report 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.
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 REPORT.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The convertible notes
and shares of preferred stock to be issued by Pubco, the Class A ordinary shares to be issued by CEPO and the 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 Class A interests of Newco 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 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 the Proposed Transactions, including the names and interests of Newco’s and Pubco’s directors and executive
officers, is set forth in the Proxy Statement/Prospectus. 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 Report 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 Report 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 the completion of the Proposed Transactions, the
assets held by Newco, the terms of the indenture and the security agreement to be entered in connection with convertible notes private
placement, the listing of any securities of Pubco on an applicable securities exchange, Pubco’s plans and use of proceeds, and the
upside potential and opportunity for investors relating to participation in the Private Placement Investments or any future securities
resulting from any Proposed Transactions, any potential future capital raises, any proposed transaction structures and offering terms,
future financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of the closing
conditions of 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 Report, 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 Class
A ordinary shares of CEPO or the Class A stock of Pubco (“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, 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 Report does not constitute an admission by CEPO, Pubco, Newco or any other person that the events or circumstances
described in such statement are material.
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: May 14, 2026
| |
CANTOR EQUITY PARTNERS I, INC. |
| |
|
| |
By: |
/s/ Brandon Lutnick |
| |
Name: |
Brandon Lutnick |
| |
Title: |
Chief Executive Officer |
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