Cantor Equity Partners I, Inc. Files 8-K

TL;DR

Cantor Equity Partners I, Inc. filed an 8-K on 8/25/25 for material agreements and equity sales.

AI Summary

Cantor Equity Partners I, Inc. filed an 8-K on August 25, 2025, reporting an entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes other events and financial statements/exhibits. The company is incorporated in the Cayman Islands and its principal executive offices are located at 110 East 59th Street, New York, NY 10022.

Why It Matters

This 8-K filing indicates Cantor Equity Partners I, Inc. has entered into significant agreements and potentially issued new equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require further investigation into the specifics of these transactions.

Key Players & Entities

• Cantor Equity Partners I, Inc. (company) — Registrant
• August 25, 2025 (date) — Date of earliest event reported
• 110 East 59th Street New York , NY 10022 (address) — Principal executive offices
• 2129385000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ed Class A ordinary shares, par value $0.0001 per share CEPO The Nasdaq Stock Mar
• $500 million — ed to purchase, in a private placement, $500 million in aggregate principal amount of 1.00%
• $30 m — ) with an aggregate principal amount of $30 million, for a purchase price of $85.00 p
• $85.00 — of $30 million, for a purchase price of $85.00 per share or $25.5 million in the aggre
• $25.5 million — a purchase price of $85.00 per share or $25.5 million in the aggregate, to be issued by Pubco
• $400 million — es") for an aggregate purchase price of $400 million ($10.00 per share), payable in cash (th
• $10.00 — gregate purchase price of $400 million ($10.00 per share), payable in cash (the "CEPO
• $30.5 million — forth therein, in a private placement, $30.5 million aggregate principal amount of Convertib
• $48.3 m — egate principal amount of approximately $48.3 million, at a purchase price of $85.00 pe
• $41.05 million — gregate purchase price of approximately $41.05 million (the "August Preferred Stock Private Pl
• $0.01 — ares of Class A common stock, par value $0.01 per share, of Pubco ("Pubco Class A Sto
• $125 m — an aggregate principal amount of up to $125 million, exercisable within 15 days follo
• $125 m — an aggregate principal amount of up to $125 million, exercisable within 30 days follo
• $320 million — k with an aggregate principal amount of $320 million to be issued by Pubco pursuant to and o
• $34.87 million — tes in an aggregate principal amount of $34.87 million. Second Convertible Notes Option As

Filing Documents

• ea0254340-8k425_cantor1.htm (8-K) — 59KB
• ea025434001ex10-1_cantor1.htm (EX-10.1) — 229KB
• 0001213900-25-080126.txt ( ) — 514KB
• cepo-20250825.xsd (EX-101.SCH) — 3KB
• cepo-20250825_lab.xml (EX-101.LAB) — 33KB
• cepo-20250825_pre.xml (EX-101.PRE) — 22KB
• ea0254340-8k425_cantor1_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously reported on a Current Report on Form 8-K filed on July 17, 2025 with the Securities and Exchange Commission (the "SEC"), on July 16, 2025, Cantor Equity Partners I, Inc., a Cayman Islands exempt company ("CEPO"), BSTR Holdings, Inc., a Delaware corporation ("Pubco"), BSTR Intermediate, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco ("SPAC Merger Sub"), 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"), PEMS Sub A, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO ("CEPO Subsidiary A"), PEMS Sub B, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO Subsidiary A ("CEPO Subsidiary B"), and PEMS Merger Sub C, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO Subsidiary B ("Newco Merger Sub"), entered into a business combination agreement (the "Business Combination Agreement", and the consummation of the transactions contemplated thereby, the "Closing"). Contemporaneously with the execution of the Business Combination Agreement, (i) CEPO and Pubco entered into subscription agreements (the "July Convertible Notes Subscription Agreements") with certain investors (the "July Convertible Notes Investors"), pursuant to which the July Convertible Notes Investors agreed to purchase, in a private placement, $500 million in aggregate principal amount of 1.00% convertible senior secured notes due five years from the Closing (the "Convertible Notes", and such subscriptions, the "July Convertible Notes Private Placement"), to be issued by Pubco pursuant to and on the terms set forth in an indenture (the "Indenture"), on the terms and subject to the conditions set forth therein, (ii) CEPO and Pubco entered into a subscription agreement (the "July Preferred Stock Subscription Agreement") with a certain investor,

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein, to the extent applicable. The Convertible Notes and the Preferred Stock that may be issued in connection with the Second Convertible Notes Option (as defined below), the Preferred Stock Option (as defined below), the Unexercised Option (as defined below), and the August Preferred Stock Private Placement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events. Contemporaneously with the execution of the Business Combination Agreement, CEPO and Pubco entered into the July Convertible Notes Subscription Agreements, pursuant to which Pubco granted the July Convertible Notes Investors (i) an option to purchase additional Convertible Notes in an aggregate principal amount of up to $125 million, exercisable within 15 days following the execution of the July Convertible Notes Subscription Agreements (the "First Convertible Notes Option"), (ii) an option to purchase additional Convertible Notes in an aggregate principal amount of up to $125 million, exercisable within 30 days following the execution of the Convertible Notes Subscription Agreements (the "Second Convertible Notes Option" and, together with the First Convertible Notes Option, the "Convertible Notes Options") and (iii) an option (the "Preferred Stock Option" and, together with the Convertible Notes Options, the "Options") to purchase up to 3,200,000 shares of Preferred Stock with an aggregate principal amount of $320 million to be issued by Pubco pursuant to and on the terms set forth in the Certificate of Designations at a purchase price of $85.00 per share, exercisable within 30 days following the execution of the July Convertible Notes Subscription Agreements, in each case, on a pro rata basis based on such July Convertible Notes Investor's participation in the July Convertible Notes Private Placement. Pursuant to the July Convertible Notes Subscription Agreements, if any July Convertible Notes Investors should elect not to exercise their pro rata share of any Option, such unexercised portion of such Option (the "Unexercised Option") would be offered to and may be exercised by the remaining July Convertible Notes Investors pro rata to their participation in the July Convertible Note Private Placement and the applicable Option during and until 5:00 p.m. New York time on the Business Day immediately after the expiry of the applicable Option.

Forward-looking statements are predictions, projections

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 CEPO Class A Ordinary Shares or the 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 whi

Forward-looking statements speak only as of the

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1+ Form of August Preferred Stock Subscription Agreement, dated as of August 25, 2025, by and among CEPO, Pubco and certain investors party thereto. 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. Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. 5 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 25, 2025 CANTOR EQUITY PARTNERS I, INC. By: /s/ Brandon Lutnick Name: Brandon Lutnick Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR