Parties to pursue a revised transaction structure; proposed business combination will not be completed on current terms; current private placements will not be required to close
NEW YORK--(BUSINESS WIRE)--July 08, 2026--
Cantor Equity Partners I, Inc. (Nasdaq: CEPO) ("CEPO"), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, today announced that CEPO and BSTR Holdings, Inc. ("BSTR") have agreed to work together on and are currently discussing a potential revised structure and amended terms for their previously announced proposed business combination. Such revised structure and amended terms for the proposed business combination are intended to better reflect current market conditions.
The parties will not complete their proposed business combination on the terms initially set forth in the business combination agreement, dated July 16, 2025, by and among CEPO, BSTR, BSTR Newco, LLC ("Newco") and the other parties thereto (as amended, the "Business Combination Agreement" and such business combination, the "Business Combination").
In connection with the foregoing, the pending private placements in connection with the Business Combination pursuant to the existing subscription agreements among CEPO, BSTR, Newco and the investors party thereto, as applicable (the "Private Placement Investments"), will not be required to be consummated. The parties expect to provide further details in due course.
The extraordinary general meeting of shareholders of CEPO currently scheduled for July 10, 2026 at 10:00 a.m., Eastern time, is indefinitely postponed. CEPO shareholders do not need to take any action at this time. Any CEPO public shares that have been submitted for redemption will be returned to shareholders and will not be redeemed.
Any revised structure or amended terms of the Business Combination, if agreed among the parties thereto, are expected to be reflected in additional filings ("Additional Filings") with the U.S. Securities and Exchange Commission (the "SEC"), as required by applicable securities laws and regulations, in order to amend or supplement the Registration Statement on Form S-4 declared effective by the SEC on June 5, 2026 (the "Registration Statement") and the definitive proxy statement/prospectus filed with the SEC on June 5, 2026 (the "Proxy Statement/Prospectus"), in each case, in connection with the Business Combination.
About Cantor Equity Partners I, Inc.
Cantor Equity Partners I, Inc. (Nasdaq: CEPO) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses or entities. CEPO is sponsored by an affiliate of Cantor Fitzgerald.
Forward-Looking Statements
This press release ("Press Release") contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties, the transactions contemplated by the Business Combination Agreement with respect to the Business Combination and the Private Placement Investments, as well as a potential revised structure and/or amended terms of the Business Combination Agreement and the Business Combination (collectively, the "Proposed Transactions"), including, expectations, hopes, beliefs, intentions, plans, prospects, strategies and other statements relating to CEPO, BSTR, Newco and 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 Press Release, including, but not limited to: the risk that the failure of the Proposed Transactions to be completed may adversely affect the price of CEPO's securities; the risk that a revised structure and/or amended terms of the Business Combination and the Business Combination Agreement (the "Proposed Amended Transaction") will not be agreed among the parties or entered into at all, may not close even if agreed and entered into or that such Proposed Amended Transaction may not be completed by CEPO's business combination deadline; failure to realize the anticipated benefits of any proposed transaction; the level of redemptions of CEPO's public shareholders in any future transaction 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 BSTR ("BSTR Class A Stock"); the failure of BSTR to obtain or maintain the listing of its securities any stock exchange on which BSTR Class A Stock will be listed after the closing of any proposed transaction; costs related to the Proposed Transactions, any proposed transaction and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to BSTR's anticipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that BSTR's stock price may be highly correlated to the price of Bitcoin and the price of Bitcoin may decrease at any time after the closing of any proposed transaction; risks related to increased competition in the industries in which BSTR 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 any proposed transaction, BSTR experiences difficulties managing its growth and expanding operations; challenges in implementing BSTR's business plan, including Bitcoin accumulation at scale, active Bitcoin treasury management, including alpha strategies and yield strategies and development of and services related to Bitcoin-focused financial and technology infrastructure, due to operational challenges, significant competition, regulation and other factors; the outcome of any potential legal proceedings that may be instituted against CEPO, BSTR, Newco or others following announcement of any proposed transaction; and those risk factors discussed in documents of CEPO, BSTR 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 any Additional Filings as and when filed, the Proxy Statement (as defined below), 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 Registration Statement, and other documents filed by CEPO, BSTR 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, BSTR and Newco presently know or that none of CEPO, BSTR 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, BSTR 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, BSTR and Newco give any assurance that any of CEPO, BSTR or Newco will achieve its expectations. The inclusion of any statement in this Press Release does not constitute an admission by CEPO, BSTR, Newco or any other person that the events or circumstances described in such statement are material.
Additional Information
BSTR and Newco have filed the Registration Statement with the SEC, which includes the Proxy Statement/Prospectus. The definitive proxy statement of CEPO which was filed by CEPO with the SEC on June 5, 2026 (the "Proxy Statement") and other relevant documents have been mailed to shareholders of CEPO as of the record date of June 5, 2026 that was established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. If the parties enter into a Proposed Amended Transaction, the parties intend to make Additional Filings with the SEC. This Press Release does not contain all of the information that should be considered concerning any proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of any proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEPO AND OTHER INTERESTED PARTIES ARE URGED TO READ, ANY ADDITIONAL FILINGS, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEPO'S SOLICITATION OF PROXIES FOR ANY EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE ANY PROPOSED TRANSACTION AND OTHER MATTERS AS DESCRIBED IN ANY ADDITIONAL FILINGS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPO, NEWCO, BSTR AND ANY PROPOSED TRANSACTION. Investors and security holders will also be able to obtain copies of the Additional
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