{"url_path":"/sec/cepo/8-k/2026-05-14/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-056828-index.html","accession_number":"0001213900-26-056828","cik":"0002027708","ticker":"CEPO","issuer_name":"Cantor Equity Partners I, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-056828-index.html","primary_entity_key":"0002027708","primary_entity_name":"Cantor Equity Partners I, Inc."},"word_count":2035,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n** **\n\nBSTR Holdings, Inc., a Delaware corporation (“Pubco”),\npublicly filed a registration statement on Form S-4 (as may be amended, the “Registration Statement”) on May 14, 2026 with\nthe Securities and Exchange Commission (the “SEC”) in furtherance of the consummation of the Proposed Transactions (as defined\nbelow) (the “Closing”) targeted for the end of Q2 2026, subject to customary closing conditions. Pubco previously disclosed\nthe confidential submission of prior draft registration statements on Form S-4 with the SEC in October 2025 and February 2026.\n\n \n\nOn July 16, 2025, and as reported on the Current\nReport on Form 8-K filed on July 17, 2025 with the SEC, Cantor Equity Partners I, Inc., a Cayman Islands exempted company (“CEPO”),\nPubco, BSTR Holdings (Cayman), a Cayman Islands exempted company (the “Seller”), BSTR Newco, LLC, a Delaware limited liability\ncompany and a wholly owned subsidiary of the Seller (“Newco”), and the other parties thereto, entered into a business combination\nagreement (the “Business Combination Agreement”) with respect to a business combination among the parties (such business combination,\nthe “Business Combination” and, together with the transactions contemplated under the Business Combination Agreement and private\nplacements entered into by CEPO, Pubco and Newco with certain private placement investors (the “Private Placement Investments”),\nthe “Proposed Transactions”).\n\n \n\n**Additional Information and Where to Find It**\n\n \n\nPubco and Newco have\nfiled the Registration Statement with the SEC, which includes a preliminary proxy statement of CEPO and a prospectus (the “Proxy\nStatement/Prospectus”) in connection with the Proposed Transactions. The definitive proxy statement and other relevant documents\nwill be mailed to shareholders of CEPO as of a record date to be established for voting on the Business Combination and other matters\nas will be described in the Proxy Statement/Prospectus. CEPO and/or Pubco will also file other documents regarding the Proposed Transactions\nwith the SEC. This Report does not contain all of the information that should be considered concerning the Proposed Transactions and is\nnot intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING\nANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEPO AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY\nPROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED\nOR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEPO’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS\nSHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE\nTHESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPO, NEWCO, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders\nwill also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that\nwill 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\na request to: Cantor Equity Partners I, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon\nwritten request to BSTR Holdings, Inc., via email at bstr@blockstreamcapitalpartners.com, respectively.\n\n \n\nNEITHER THE SEC NOR ANY\nSTATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS\nOF THE BUSINESS COMBINATION OR ANY RELATED PROPOSED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT.\nANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\n \n\n1\n\n \n\n \n\nThe convertible notes\nand 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\nissued by Newco, in each case, pursuant to the Private Placement Investments, as well as the non-voting units of Newco to be issued in\nexchange for the Class A interests of Newco at the Closing of the Business Combination, pursuant to the Business Combination Agreement,\nhave not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold\nin the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.\n\n** **\n\n**Participants in the Solicitation**\n\n \n\nCEPO, Pubco, Newco and their respective directors\nand executive officers may be deemed under SEC rules to be participants in the solicitation of proxies from CEPO’s shareholders\nin connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their\ninterests in the Business Combination and their ownership of CEPO’s securities are, or will be, contained in CEPO’s filings\nwith the SEC, including CEPO’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Additional information regarding\nthe interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CEPO’s shareholders\nin connection with the Proposed Transactions, including the names and interests of Newco’s and Pubco’s directors and executive\nofficers, is set forth in the Proxy Statement/Prospectus. Investors and security holders may obtain free copies of these documents as\ndescribed in the preceding paragraph.\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThe information contained\nin this Report is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with\nrespect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or exchange, or a solicitation\nof an offer to buy or exchange the securities of CEPO, Pubco or Newco, or any commodity or instrument or related derivative, nor shall\nthere be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful\nprior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except\nby means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their\ncounsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis Report contains certain forward-looking statements\nwithin the meaning of the U.S. federal securities laws with respect to the parties and the Proposed Transactions, including, expectations,\nhopes, beliefs, intentions, plans, prospects, financial results, strategies and other statements relating to CEPO, Pubco, Newco and the\nProposed Transactions and statements regarding the anticipated benefits and timing of the completion of the Proposed Transactions, the\nassets held by Newco, the terms of the indenture and the security agreement to be entered in connection with convertible notes private\nplacement, the listing of any securities of Pubco on an applicable securities exchange, Pubco’s plans and use of proceeds, and the\nupside potential and opportunity for investors relating to participation in the Private Placement Investments or any future securities\nresulting from any Proposed Transactions, any potential future capital raises, any proposed transaction structures and offering terms,\nfuture financial condition and performance and expected financial impacts of the Proposed Transactions, the satisfaction of the closing\nconditions of the Proposed Transactions, and any expectations, intentions, strategies, assumptions or beliefs about future events, results\nof operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are\nidentified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”\n“intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,”\n“may,” “should,” “will,” “would,” “will be,” “will continue,”\n“will likely result,” and similar expressions.\n\n \n\n2\n\n \n\n \n\nForward-looking statements are predictions, projections\nand other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject\nto risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in\nthis Report, including, but not limited to: the risk that the Proposed Transactions may not be completed in a timely manner or at all,\nwhich may adversely affect the price of CEPO’s securities; the risk that the Business Combination may not be completed by CEPO’s\nbusiness combination deadline; the failure by the parties to the Business Combination to satisfy the conditions to the consummation of\nthe Business Combination, including the approval of CEPO’s shareholders, or any of the Private Placement Investments; failure to\nrealize the anticipated benefits of the Proposed Transactions; the level of redemptions of CEPO’s public shareholders which may\nreduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class\nA ordinary shares of CEPO or the Class A stock of Pubco (“Pubco Class A Stock”); the lack of a third-party fairness opinion\nin determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities\nany stock exchange on which Pubco Class A Stock will be listed after Closing of the Business Combination; costs related to the Proposed\nTransactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions;\nrisks relating to Pubco’s anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the\nrisk that Pubco’s stock price will be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease at any time\nafter the Closing of the Proposed Transactions; risks related to increased competition in the industries in which Pubco will operate;\nrisks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bitcoin; risks relating to the treatment\nof crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Business Combination, Pubco experiences difficulties\nmanaging its growth and expanding operations; challenges in implementing Pubco’s business plan, including Bitcoin-related advisory\nservices and other Bitcoin-related services, due to operational challenges, significant competition and regulation; being considered to\nbe a “shell company” by any stock exchange on which Pubco Class A Stock will be listed or by the SEC, which may impact the\nability to list Pubco Class A Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of\nsecurities; the outcome of any potential legal proceedings that may be instituted against CEPO, Pubco, Newco or others following announcement\nof the Business Combination; and those risk factors discussed in documents of CEPO, Pubco or Newco filed, or to be filed, with the SEC.\n\n \n\nThe foregoing list of risk factors is not exhaustive.\nYou should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”\nsection 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\nReports 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\nother documents filed by CEPO, Pubco and Newco from time to time with the SEC. These filings do or will identify and address other important\nrisks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.\nThere may be additional risks that none of CEPO, Pubco and Newco presently know or that none of CEPO, Pubco and Newco currently believe\nare immaterial that could also cause actual results to differ from those contained in the forward-looking statements.\n\n \n\nForward-looking statements speak only as of the\ndate they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of CEPO, Pubco and Newco assume\nany obligation or intend to update or revise these forward-looking statements, whether as a result of new information, future events,\nor otherwise. None of CEPO, Pubco and Newco give any assurance that any of CEPO, Pubco or Newco will achieve its expectations. The inclusion\nof any statement in this Report does not constitute an admission by CEPO, Pubco, Newco or any other person that the events or circumstances\ndescribed in such statement are material.\n\n \n\n3\n\n \n\n \n\n**SIGNATURE**\n\n** **\n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDated: May 14, 2026\n\n \n\n \n**CANTOR EQUITY PARTNERS I, INC.**\n\n \n \n\n \nBy:\n/s/ Brandon Lutnick\n\n \nName: \nBrandon Lutnick\n\n \nTitle:\nChief Executive Officer\n\n \n\n \n\n4"}