Announcement • Aug 21

BSTR Holdings, Inc cancelled the acquisition of Cantor Equity Partners I, Inc. (NasdaqGM:CEPO) in a reverse merger transaction.

BSTR Holdings, Inc entered into a definitive agreement to acquire Cantor Equity Partners I, Inc. (NasdaqGM:CEPO) in a reverse merger transaction on July 16, 2025. Net proceeds will be used to acquire additional Bitcoin and to build a suite of Bitcoin-native capital-markets products and advisory services. Upon completion of the business combination, BSTR Holdings is expected to trade under the ticker symbol “BSTR” and launch with 30,021 Bitcoin and approximately $1.3 billion of total fiat financing on its balance sheet, plus an additional ~$200 million contributed by CEPO subject to redemptions. Upon completion of the business combination, BSTR Holdings is expected to be an operating company focused exclusively on business lines relating to Bitcoin. Katherine Dowling has been appointed as President and Board Member of BSTR Holdings, and, following the completion of the business combination, will lead BSTR Holdings operations under the leadership of Chief Executive Officer Dr. Adam Back, alongside Chief Investment Officer Sean Bill and Chief Financial Officer Bob Stefanowski as part of the executive team. The transaction is subject to approval by BSTR Holdings and Cantor Equity Partners I shareholders, regulatory approval, and registration statement effectiveness on form S-4. The Board of Directors of both BSTR and CEPO have unanimously approved the Business Combination. The transaction is expected to close in the fourth quarter of 2025. As of December 9, 2025, the transaction was expected to close in early 2026. BSTR Holdings confidentially submitted an amended draft registration statement on Form S-4 on February 13, 2026 with the Securities and Exchange Commission in furtherance of consummation of the Proposed Transactions targeted for early Q2 2026, subject to customary closing conditions. BSTR Holdings publicly filed a registration statement on Form S-4 on May 14, 2026, with the Securities and Exchange Commission in furtherance of the consummation of the Proposed Transactions targeted for the end of Q2 2026, subject to customary closing conditions. On June 24, 2026, Cantor Equity Partners I, Inc. announced that its upcoming extraordinary general meeting of shareholders to approve the transaction, which was initially scheduled for June 26, 2026, will be postponed to 10:00 a.m., Eastern Time on July 2, 2026. On June 30, 2026, the extraordinary general meeting of shareholders of Cantor Equity Partners to approve the transaction will be further postponed to 10:00 a.m., Eastern Time to July 10, 2026. On July 8, 2026, Cantor Equity Partners I, Inc. and BSTR Holdings, Inc. announced they will not complete the business combination on the terms set forth in the agreement dated July 16, 2025. The parties are currently discussing a potential revised transaction structure. In connection with this, the extraordinary general meeting of shareholders scheduled for July 10, 2026, has been indefinitely postponed. Cantor Fitzgerald & Co. as financial advisor, Ellenoff Grossman & Schole LLP as legal advisor for Cantor Equity Partners I, Inc. Marissa Weinrauch, Maria Protopapa, Angelo Malvestio, Georgian Dimopoulos, Victor Hollender, Joshua Lin, Stuart D. Levi, Lorenzo Corte and Ryan Dzierniejko of Skadden, Arps, Slate, Meagher & Flom LLP act as legal advisor for BSTR Holdings, Inc. BSTR Holdings, Inc cancelled the acquisition of Cantor Equity Partners I, Inc. (NasdaqGM:CEPO) in a reverse merger transaction on August 20, 2026.

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BSTR Holdings, Inc cancelled the acquisition of Cantor Equity Partners I, Inc. (NasdaqGM:CEPO) in a reverse merger transaction.

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