# Cantor Equity Partners I, Inc. (CEPO) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_2d16912d9159089edf37 · retrieved 2026-08-11T16:11:14.173Z

## Overview
BSTR Holdings, Inc. is a Bitcoin treasury company led by cryptographer Adam Back, pursuing active treasury management strategies including Bitcoin yield generation, alpha strategies, and Bitcoin-native capital markets development, with plans to accumulate and compound Bitcoin on behalf of shareholders.

Cantor Equity Partners I, Inc. (CEPO), a Cayman Islands SPAC, entered into a business combination agreement on July 16, 2025 with BSTR Holdings, Inc. (Pubco) and BSTR Newco, LLC (Newco), a subsidiary of BSTR Holdings (Cayman). The transaction targets closing in early Q2 2026. The combined entity will raise approximately $1.4 billion in fiat financing (including ~$207.5 million from CEPO's trust account as of December 31, 2025, subject to redemptions) and 30,021 Bitcoin in-kind equity, comprising 25,000 BTC from founders and 5,021 BTC from investors. The capital stack includes ~$575 million in convertible notes (1.00% coupon, $13.00 conversion price), ~$255 million in convertible preferred stock (7.00% perpetual dividend, $13.00 conversion price), and $400 million in common equity PIPE, all priced at $10.00 per share for BTC-funded equity.

## Terms
- Counterparty: BSTR Holdings, Inc. and BSTR Newco, LLC · Deal value: $1.94B · Consideration: mixed · Stake: 65.6% · Price/share: $10

## Key dates
- Announced 2026-06-05 · Expected close 2026-06-30

## Timeline
- 2026-01-02 · 425 (0001213900-26-000528): 425 - Cantor Equity Partners I, Inc. — *BSTR Holdings, Inc. is a bitcoin treasury company that intends to offer public market investors a differentiated, capital-efficient way to gain exposure to bitcoin through large-scale programmatic accumulation, active treasury management, and bitcoin-focused financial and technology infrastructure services.* On July 16, 2025, Cantor Equity Partners I, Inc. (CEPO), a Cayman Islands exempted company, and BSTR Holdings, Inc. (Pubco), a Delaware corporation, entered into a Business Combination Agreement. The transaction involves multiple merger subsidiaries and contemplates private placement investments including convertible notes, preferred stock, and equity interests. CEPO expects the business combination to close in late Q1 or early Q2 2026, following SEC review of a confidential Form S-4 registration statement submitted in October 2025. The combined entity will operate as a bitcoin treasury company focused on programmatic bitcoin accumulation and active treasury management.
  https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-000528.txt
- 2026-02-23 · 425 (0001213900-26-019048): 425 - Cantor Equity Partners I, Inc. — *CEPO is a blank-check company incorporated in the Cayman Islands seeking to effect a business combination; Pubco (BSTR Holdings, Inc.) is a Delaware corporation focused on bitcoin treasury and bitcoin-native capital markets strategies.* Cantor Equity Partners I, Inc. (CEPO), a Cayman Islands exempted company and blank-check company, entered into a Business Combination Agreement dated July 16, 2025, with BSTR Holdings, Inc. (Pubco), a Delaware corporation, and related merger subsidiaries. The transaction contemplates a business combination between CEPO and Pubco, along with concurrent private placements of Pubco's 1.00% convertible senior secured notes, 7.00% perpetual convertible preferred stock, CEPO Class A ordinary shares, and class A common membership interests of BSTR Newco, LLC. The parties intend to file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement/prospectus for shareholder approval of the business combination.
  https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-019048.txt
- 2026-02-24 · 425 (0001213900-26-019559): 425 - Cantor Equity Partners I, Inc. — *Bitcoin Standard Treasury Company (BSTR) is a newly formed operating company dedicated to accumulating Bitcoin and providing investors exposure to Bitcoin with both yield and alpha strategies through actively managed Bitcoin holdings, large-scale programmatic accumulation, active treasury management, and development of Bitcoin-focused financial and technology infrastructure services.* On July 16, 2025, Cantor Equity Partners I, Inc. (CEPO), a special-purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, entered into a Business Combination Agreement with BSTR Holdings, Inc. (Pubco) and related entities. Upon closing of the transaction, the Company is expected to trade under the ticker symbol "BSTR". The transaction contemplates concurrent private placements of convertible senior secured notes, perpetual convertible preferred stock, and Class A common membership interests of Newco, as well as a CEPO Class A Ordinary Shares equity PIPE. The definitive proxy statement and other relevant documents will be mailed to CEPO shareholders for voting on the Business Combination.
  https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-019559.txt
- 2026-02-25 · 425 (0001213900-26-020124): 425 - Cantor Equity Partners I, Inc. — *BSTR Holdings, Inc. (Pubco) is a Bitcoin treasury company that plans to acquire and hold Bitcoin as a long-term investment vehicle, offering public-market investors exposure to Bitcoin accumulation and Bitcoin-related services.* On July 16, 2025, Cantor Equity Partners I, Inc. (CEPO), a Cayman Islands exempted company, and BSTR Holdings, Inc. (Pubco), a Delaware corporation, entered into a Business Combination Agreement with multiple merger subsidiaries and BSTR Newco, LLC. The transaction contemplates a business combination between CEPO and Pubco, with concurrent private placements of convertible notes, preferred stock, and equity interests. CEPO expects shareholder approval and regulatory clearance by approximately April 2026. The combined entity will operate as BSTR, a Bitcoin Standard Treasury Company, with plans to accumulate up to 21,000 additional Bitcoin and position itself as a top-three global corporate Bitcoin holder by holdings.
  https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-020124.txt
- 2026-03-02 · 425 (0001213900-26-022004): 425 - Cantor Equity Partners I, Inc. — *BSTR Holdings, Inc. is a Bitcoin treasury company led by cryptographer Adam Back, pursuing active treasury management strategies including Bitcoin yield generation, alpha strategies, and Bitcoin-native capital markets development, with plans to accumulate and compound Bitcoin on behalf of shareholders.* Cantor Equity Partners I, Inc. (CEPO), a Cayman Islands SPAC, entered into a business combination agreement on July 16, 2025 with BSTR Holdings, Inc. (Pubco) and BSTR Newco, LLC (Newco), a subsidiary of BSTR Holdings (Cayman). The transaction targets closing in early Q2 2026. The combined entity will raise approximately $1.4 billion in fiat financing (including ~$207.5 million from CEPO's trust account as of December 31, 2025, subject to redemptions) and 30,021 Bitcoin in-kind equity, comprising 25,000 BTC from founders and 5,021 BTC from investors. The capital stack includes ~$575 million in convertible notes (1.00% coupon, $13.00 conversion price), ~$255 million in convertible preferred stock (7.00% perpetual dividend, $13.00 conversion price), and $400 million in common equity PIPE, all priced at $10.00 per share for BTC-funded equity.
  https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-022004.txt
- 2026-06-05 · DEFM14A (0001213900-26-065889): DEFM14A - Cantor Equity Partners I, Inc. — *Cantor Equity Partners I, Inc. is a blank-check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.* On July 16, 2025, Cantor Equity Partners I, Inc. (CEPO), a Cayman Islands blank-check company, entered into a Business Combination Agreement with BSTR Holdings, Inc. (Pubco), a Delaware corporation, and related parties. The transaction contemplates two sequential mergers: (i) CEPO will merge into CEPO Merger Sub (a Pubco subsidiary), with CEPO shareholders receiving one share of Pubco Class A Stock for each CEPO Class A Ordinary Share held, and (ii) Newco Merger Sub will merge into BSTR Newco, LLC (Newco), with the Seller receiving an equal number of shares of Pubco Class A Stock and Class B Stock in exchange for its Newco interests. The Seller will contribute 25,000 Bitcoin to Newco immediately prior to closing, with the number of Pubco shares received calculated as (25,000 Bitcoin × Closing Bitcoin Price) ÷ $10.00 per share. Based on a Closing Bitcoin Price of $77,740.65, the Seller is expected to receive approximately $1,943,516,250 in aggregate consideration (equal numbers of Class A and Class B shares valued at $10.00 per share). The transaction is expected to close on June 26, 2026, subject to shareholder approval and other customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/2027708/0001213900-26-065889.txt

## Citations
- 0001213900-26-000528 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026000528
- 0001213900-26-019048 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026019048
- 0001213900-26-019559 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026019559
- 0001213900-26-020124 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026020124
- 0001213900-26-022004 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026022004
- 0001213900-26-065889 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026065889