Cantor Equity Partners I, Inc. 8-K

What Happened

• Cantor Equity Partners I, Inc. (CEPO) disclosed that BSTR Holdings, Inc. (“Pubco”) filed a registration statement on Form S-4 with the SEC on May 14, 2026 in connection with the Proposed Transactions (the Business Combination and related private placements).
• CEPO, Pubco, BSTR Holdings (Cayman) (the “Seller”), and BSTR Newco, LLC (“Newco”) entered into a Business Combination Agreement on July 16, 2025; the parties are targeting closing by the end of Q2 2026, subject to customary closing conditions and shareholder approval.

Key Details

• Registration Statement filed: May 14, 2026 (includes a preliminary proxy statement of CEPO and a prospectus).
• Business Combination Agreement date: July 16, 2025 (previously reported on Form 8-K filed July 17, 2025).
• Securities to be issued in private placements (convertible notes, preferred shares, CEPO Class A ordinary shares, Newco interests) are not registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an exemption.
• Investors will receive a definitive proxy statement/prospectus for CEPO shareholders voting on the Business Combination; filings and documents will be available free at www.sec.gov or by contacting [email protected] or [email protected].

Why It Matters

• CEPO shareholders will be asked to vote on the business combination and related matters once the definitive proxy is mailed; outcome and shareholder redemption levels can materially affect CEPO’s public float and liquidity.
• The filing signals progress toward closing but is not a guarantee—the transaction remains subject to conditions, shareholder approval and regulatory review.
• Pubco’s proposed operations are expected to involve Bitcoin-related activities, and the filing highlights material risks (including Bitcoin price volatility, potential listing risks, and other transaction and regulatory risks) that could affect post-closing public shareholders.
• Retail investors should read the proxy statement/prospectus and other SEC filings carefully before voting or investing; the SEC has not approved the proposed transactions.