Form 8-K

8-K — Cantor Equity Partners I, Inc.

Accession: 0001213900-26-056828

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002027708

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Documents

8-K — ea0290923-8k425_cantor1.htm (Primary)

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8-K — CURRENT REPORT

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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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