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  4. [8-K] Cantor Equity Partners I, Inc. Reports Material Event

Cantor Equity (CEPO) lands $15M breakup cash as BSTR deal collapses

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cantor Equity Partners I, Inc. (CEPO) disclosed that it has entered into a Termination and Release Agreement with BSTR Holdings and related parties to terminate in full their previously announced Business Combination Agreement and all related ancillary documents. The parties mutually released each other from claims relating to the terminated transaction, subject to specified exceptions, including a waiver of claims against CEPO’s trust account, and agreed to covenants not to sue.

Under the Termination and Release Agreement, the seller agreed that $15,000,000 in cash will be paid to CEPO, with $10,000,000 due on September 19, 2026 and $5,000,000 due on December 1, 2026. Related private placement subscription agreements and Cantor Fitzgerald & Co. engagement letters for advisory and placement services have also been terminated with mutual releases. Pubco and Newco intend to withdraw their Form S-4 registration statement, and CEPO currently intends to renew its search for an alternative target business for an initial business combination.

Positive

  • CEPO is to receive $15,000,000 in cash termination consideration, with $10,000,000 payable on September 19, 2026 and $5,000,000 on December 1, 2026.
  • The parties agreed to mutual releases and a covenant not to sue regarding the terminated Business Combination and related engagement letters, reducing risk of future transaction-related disputes.

Negative

  • The previously announced Business Combination Agreement with BSTR and related Proposed Transactions has been fully terminated, ending the current path to a de-SPAC transaction for CEPO.
  • Pubco and Newco intend to withdraw the Registration Statement on Form S-4, and CEPO’s board will not call a shareholder meeting to approve the BSTR transaction, delaying completion of an initial business combination.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Termination consideration $15,000,000 Aggregate cash to be paid to CEPO under the Termination and Release Agreement
First termination payment $10,000,000 Cash payment due to CEPO on September 19, 2026
Second termination payment $5,000,000 Cash payment due to CEPO on December 1, 2026
Form S-4 initial filing date May 14, 2026 Date Pubco and Newco initially filed the Registration Statement on Form S-4
Business Combination Agreement date July 16, 2025 Original date of CEPO’s Business Combination Agreement with BSTR, later amended March 25, 2026
Termination and Release Agreement regulatory
"entered into a Termination and Release Agreement (the “Termination and Release Agreement”)"
Ancillary Documents regulatory
"each of the Ancillary Documents (as defined in the Business Combination Agreement) were automatically terminated"
covenant not to sue regulatory
"The Termination and Release Agreement also contains a covenant not to sue and other customary terms"
trust account financial
"including the waiver of claims against CEPO’s trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Registration Statement on Form S-4 regulatory
"Pubco and Newco intend to withdraw the Registration Statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

FAQ

What transaction did CEPO (symbol CEPO) terminate with BSTR Holdings?
CEPO terminated its Business Combination Agreement with BSTR Holdings, Inc., BSTR Newco, LLC, BSTR Holdings (Cayman), and related parties, including all Ancillary Documents. This fully ends the previously announced Business Combination and other transactions contemplated by that agreement.

How much termination consideration will CEPO (CEPO) receive under the Termination and Release Agreement?
CEPO is entitled to receive an aggregate of $15,000,000 in cash. The Seller agreed to pay, or have Blockstream Capital Partners LLC pay, $10,000,000 on September 19, 2026 and $5,000,000 on December 1, 2026.

How does the termination affect CEPO’s private placement and advisory arrangements?
The pending Subscription Agreements for private placements in connection with the Business Combination automatically terminated under their terms. In addition, Pubco, CEPO and Cantor Fitzgerald & Co. terminated engagement letters for placement agent and financial advisory services, with mutual releases and a covenant not to sue.

What are CEPO’s plans after terminating the BSTR business combination?
CEPO states that it currently intends to renew its search for an alternative target business with which to consummate an initial business combination, and its board will not call a new general meeting to approve the terminated BSTR transaction.

Does the Termination and Release Agreement affect claims against CEPO’s trust account?
Yes. The disclosure notes that the parties’ releases are subject to exceptions that include a waiver of claims against CEPO’s trust account, helping protect the funds held in that account from transaction-related claims.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
false 0002027708 0002027708 2026-08-20 2026-08-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 20, 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 1.01. Entry into a Material Definitive Agreement.

 

The information contained in Item 1.02 of this Current Report on Form 8-K with respect to the Termination and Release Agreement (as defined below) is incorporated by reference into this Item 1.01.

 

Item 1.02 Termination of a Material Definitive Agreement. 

 

As previously disclosed, Cantor Equity Partners I, Inc., a Cayman Islands exempted company (“CEPO”), entered into a business combination agreement, dated as of July 16, 2025, as amended on March 25, 2026 (the “Business Combination Agreement”), with BSTR Holdings, Inc., a Delaware corporation (“Pubco”), BSTR Newco, LLC, a Delaware limited liability company (“Newco”), BSTR Holdings (Cayman), a Cayman Islands exempted company (“BSTR” or the “Seller”), and the other parties thereto. On July 8, 2026, CEPO announced that CEPO and BSTR were discussing a potential revised structure and amended terms for the previously announced business combination and would not complete the transaction on the terms initially set forth in the Business Combination Agreement (such business combination, the “Business Combination” and together with the other transactions contemplated by the Business Combination Agreement, the “Proposed Transactions”).

 

On August 20, 2026, the parties to the Business Combination Agreement, Cantor EP Holdings I, LLC, a Delaware limited liability company (the “Sponsor”), and Blockstream Capital Partners LLC, a Cayman Islands limited liability company (“BCP”), entered into a Termination and Release Agreement (the “Termination and Release Agreement”) to terminate the Business Combination Agreement in its entirety pursuant to Section 10.1(a) thereof (the “Termination”).

 

Pursuant to the Termination and Release Agreement, the Seller agreed to pay to CEPO, or to request BCP to pay to CEPO, an aggregate of $15,000,000 in cash, of which $10,000,000 shall be paid on September 19, 2026, and $5,000,000 shall be paid on December 1, 2026. Additionally, concurrently with the termination of the Business Combination Agreement, each of the Ancillary Documents (as defined in the Business Combination Agreement) were automatically terminated. As a result, the Business Combination Agreement and Ancillary Documents (collectively, the “Transaction Documents”) are of no further force and effect. Each party to the Business Combination Agreement has released the other parties from any and all liabilities, damages and claims, known and unknown, relating to the Transaction Documents, any breaches thereunder and the Proposed Transactions, subject to certain exceptions set forth in the Termination and Release Agreement, including the waiver of claims against CEPO’s trust account. The Termination and Release Agreement also contains a covenant not to sue and other customary terms.

 

The foregoing summary of the Termination and Release Agreement is qualified in its entirety by the text of the Termination and Release Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

As previously disclosed, the pending private placements in connection with the Business Combination pursuant to the subscription agreements among CEPO, BSTR, Newco and the investors party thereto, as applicable (the “Subscription Agreements”), are not required to be consummated, and the respective Subscription Agreements automatically terminated in accordance with their terms.

 

Item 8.01 Other Events.

 

In connection with the Termination, Cantor Fitzgerald & Co. (“CF&Co.”), CEPO and Pubco terminated that certain engagement letter, dated July 17, 2025, among such parties, which provided for the engagement by Pubco and CEPO of CF&Co. as lead placement agent and arranger for certain proposed private placements undertaken in connection with the Proposed Transactions. This termination contained mutual releases by the parties from any and all liabilities, and damages and claims, known and unknown, any breaches thereunder and the proposed private placements, subject to certain exceptions, as well as a covenant not to sue and other customary terms. Additionally, CF&Co. terminated that certain engagement letter, dated July 17, 2025, with CEPO, pursuant to which CEPO had engaged CF&Co. as its exclusive financial advisor for the Proposed Transactions.

 

1 

 

As a result of the Termination, Pubco and Newco intend to withdraw the Registration Statement on Form S-4, as amended from time to time, initially filed by Pubco and Newco with the U.S. Securities and Exchange Commission on May 14, 2026.

 

As a result of the Termination, the board of directors of CEPO will not be calling a new general meeting of shareholders to approve the transaction with BSTR or related proposals. CEPO currently intends to renew its search for an alternative target business with which to consummate an initial business combination.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1+   Termination and Release Agreement, dated as of August 20, 2026, by and among CEPO, Pubco, Newco, the Seller, the Sponsor, and the other parties named therein.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

+Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CEPO will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.

 

2 

 

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: August 20, 2026

 

  CANTOR EQUITY PARTNERS I, INC.
   
  By: /s/ Brandon Lutnick
  Name: Brandon Lutnick
  Title: Chief Executive Officer

 

3 

Source: View Original Filing on SEC EDGAR

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