{"url_path":"/sec/cepo/8-k/2026-07-08/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-076250-index.html","accession_number":"0001213900-26-076250","cik":"0002027708","ticker":"CEPO","issuer_name":"Cantor Equity Partners I, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-076250-index.html","primary_entity_key":"0002027708","primary_entity_name":"Cantor Equity Partners I, Inc."},"word_count":1789,"has_tables":true,"body_markdown":"** **\n\n**Item 8.01 Other Events.**\n\n** ** \n\nOn July 8, 2026,\nCantor Equity Partners I, Inc., a Cayman Islands exempted company (“CEPO”), issued a press release (the “Press\nRelease”) providing an update with respect to the proposed business combination (the “Business Combination”)\namong CEPO, BSTR Holdings, Inc., a Delaware corporation (“BSTR”), BSTR Newco, LLC, a Delaware limited liability company (“Newco”),\nand the other parties thereto.\n\n \n\nCEPO and BSTR are discussing a potential revised structure and amended\nterms for the previously announced Business Combination and will not complete the Business Combination on the terms initially set forth\nin the business combination agreement, dated July 16, 2025, by and among CEPO, BSTR, BSTR Newco, LLC (“Newco”) and the other\nparties thereto (as amended, the “Business Combination Agreement” and such business combination, the “Business Combination”).\n\n \n\nIn connection with the foregoing,\nthe pending private placements in connection with the Business Combination pursuant to the existing subscription agreements among CEPO,\nBSTR, Newco and the investors party thereto, as applicable (the “Private Placement Investments”), will not be required to\nbe consummated.\n\n \n\nThe extraordinary general\nmeeting of shareholders of CEPO to approve the Business Combination, which had been postponed to July 10, 2026 at 10:00 a.m., Eastern\ntime, is now indefinitely postponed. Any CEPO public shares that have been submitted for redemption will be returned to shareholders and\nwill not be redeemed.\n\n \n\nAny revised structure or amended\nterms of the Business Combination, if agreed among the parties thereto, are expected to be reflected in additional filings (“Additional\nFilings”) with the U.S. Securities and Exchange Commission (the “SEC”), as required by applicable securities laws and\nregulations, in order to amend or supplement the Registration Statement on Form S-4 declared effective by the SEC on June 5, 2026 (the\n“Registration Statement”) and the definitive proxy statement/prospectus filed with the SEC on June 5, 2026 (the “Proxy\nStatement/Prospectus”), in each case, in connection with the Business Combination.\n\n \n\nA copy of the Press Release\nis attached hereto as Exhibit 99.1 and incorporated herein by reference.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K (the “Current Report”)\ncontains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties, the transactions\ncontemplated by the Business Combination Agreement with respect to the Business Combination and the Private Placement Investments, as\nwell as a potential revised structure and/or amended terms of the Business Combination Agreement and the Business Combination (collectively,\nthe “Proposed Transactions”), including, expectations, hopes, beliefs, intentions, plans, prospects, strategies and other\nstatements relating to CEPO, BSTR, Newco and the Proposed Transactions, and any expectations, intentions, strategies, assumptions or beliefs\nabout future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking\nstatements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”\n“estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,”\n“plan,” “may,” “should,” “will,” “would,” “will be,” “will\ncontinue,” “will likely result,” and similar expressions.\n\n \n\n1\n\n \n\n \n\nForward-looking statements are predictions, projections and other statements\nabout future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.\nMany factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including,\nbut not limited to: the risk that the failure of the Proposed Transactions to be completed may adversely affect the price of CEPO’s\nsecurities; the risk that a revised structure and/or amended terms of the Business Combination and the Business Combination Agreement\n(the “Proposed Amended Transaction”) will not be agreed among the parties or entered into at all, may not close even if agreed\nand entered into or that such Proposed Amended Transaction may not be completed by CEPO’s business combination deadline; failure\nto realize the anticipated benefits of any proposed transaction; the level of redemptions of CEPO’s public shareholders in any future\ntransaction which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing,\nor trading of the Class A ordinary shares of CEPO or the Class A stock of BSTR (“BSTR Class A Stock”); the failure of BSTR\nto obtain or maintain the listing of its securities any stock exchange on which BSTR Class A Stock will be listed after the closing of\nany proposed transaction; costs related to the Proposed Transactions, any proposed transaction and as a result of becoming a public company;\nchanges in business, market, financial, political and regulatory conditions; risks relating to BSTR’s anticipated operations and\nbusiness, including the highly volatile nature of the price of Bitcoin; the risk that BSTR’s stock price may be highly correlated\nto the price of Bitcoin and the price of Bitcoin may decrease at any time after the closing of any proposed transaction; risks related\nto increased competition in the industries in which BSTR will operate; risks relating to significant legal, commercial, regulatory and\ntechnical uncertainty regarding Bitcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that\nafter consummation of any proposed transaction, BSTR experiences difficulties managing its growth and expanding operations; challenges\nin implementing BSTR’s business plan, including Bitcoin accumulation at scale, active Bitcoin treasury management, including alpha\nstrategies and yield strategies and development of and services related to Bitcoin-focused financial and technology infrastructure, due\nto operational challenges, significant competition, regulation and other factors; the outcome of any potential legal proceedings that\nmay be instituted against CEPO, BSTR, Newco or others following announcement of any proposed transaction; and those risk factors discussed\nin documents of CEPO, BSTR or Newco filed, or to be filed, with the SEC.\n\n \n\nThe foregoing list of risk factors is not exhaustive. You should carefully\nconsider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of any Additional\nFilings as and when filed, the Proxy Statement (as defined below), the final prospectus of CEPO dated as of January 6, 2025 and filed\nby 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\nfiled, with the SEC and the Registration Statement, and other documents filed by CEPO, BSTR and Newco from time to time with the SEC.\nThese filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ\nmaterially from those contained in the forward-looking statements. There may be additional risks that none of CEPO, BSTR and Newco presently\nknow or that none of CEPO, BSTR and Newco currently believe are immaterial that could also cause actual results to differ from those contained\nin the forward-looking statements.\n\n \n\nForward-looking statements speak only as of the date they are made.\nReaders are cautioned not to put undue reliance on forward-looking statements, and none of CEPO, BSTR and Newco assume any obligation\nor intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None\nof CEPO, BSTR and Newco give any assurance that any of CEPO, BSTR or Newco will achieve its expectations. The inclusion of any statement\nin this Current Report does not constitute an admission by CEPO, BSTR, Newco or any other person that the events or circumstances described\nin such statement are material.\n\n \n\n2\n\n \n\n \n\n**Additional Information**\n\n \n\nBSTR and Newco have filed the Registration\nStatement with the SEC, which includes the Proxy Statement/Prospectus. The definitive proxy statement of CEPO which was filed by CEPO\nwith the SEC on June 5, 2026 (the “Proxy Statement”) and other relevant documents have been mailed to shareholders of CEPO\nas of the record date of June 5, 2026 that was established for voting on the Business Combination and other matters as described in the\nProxy Statement/Prospectus. If the parties enter into a Proposed Amended Transaction, the parties intend to make Additional Filings with\nthe SEC. This Current Report does not contain all of the information that should be considered concerning any proposed transaction and\nis not intended to form the basis of any investment decision or any other decision in respect of any proposed transaction. BEFORE MAKING\nANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEPO AND OTHER INTERESTED PARTIES ARE URGED TO READ, ANY ADDITIONAL FILINGS, AND ALL\nOTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEPO’S SOLICITATION OF PROXIES FOR ANY EXTRAORDINARY\nGENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE ANY PROPOSED TRANSACTION AND OTHER MATTERS AS DESCRIBED IN ANY ADDITIONAL FILINGS\nBECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPO, NEWCO, BSTR AND ANY PROPOSED TRANSACTION. Investors and security\nholders will also be able to obtain copies of the Additional Filings and all other documents filed or that will be filed with the SEC\nby CEPO, BSTR and Newco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Cantor\nEquity Partners I, Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to\nBSTR Holdings, Inc., via email at bstr@blockstreamcapitalpartners.com, respectively.\n\n \n\nNEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY\nAGENCY HAS APPROVED OR DISAPPROVED ANY PROPOSED TRANSACTION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF ANY PROPOSED TRANSACTION\nOR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL\nOFFENSE.\n\n \n\n**Participants in the Solicitation**\n\n \n\nCEPO, BSTR, Newco and their respective directors and executive officers\nmay be deemed under SEC rules to be participants in the solicitation of proxies from CEPO’s shareholders in connection with any\nproposed transaction. A list of the names of such directors and executive officers, and information regarding their interests in any proposed\ntransaction and their ownership of CEPO’s securities are contained in CEPO’s filings with the SEC, including the Proxy Statement,\nCEPO’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Additional information regarding the interests of the persons\nwho may, under SEC rules, be deemed participants in the solicitation of proxies of CEPO’s shareholders in connection with any proposed\ntransaction, including the names and interests of Newco’s and BSTR’s directors and executive officers, will be set forth in\nthe Additional Filings.\n\n \n\n3\n\n \n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report is for informational purposes only and does not\nconstitute 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\nin which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any\nsuch jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the\nSecurities Act of 1933, as amended."}