M&A - unknown

Form Type: 425

Filing Date: 2025-07-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025064927

Filing Summary: On July 17, 2025, Cantor Equity Partners I, Inc. ("CEPO") announced that it entered into a Business Combination Agreement with BSTR Holdings, Inc. ("Pubco") and several subsidiaries including BSTR Intermediate and BSTR Holdings (Cayman). The agreement entails a merger in which CEPO will merge with CEPO Merger Sub, resulting in CEPO Merger Sub as the surviving entity. This transaction is structured such that CEPO shareholders holding Class B shares will receive Class A shares in exchange, and also allows for the conversion of Newco Interests into shares of Pubco Class A stock or cash. Following the CEPO merger, Newco Merger Sub will merge with Newco, allowing the Seller a stake in Pubco. Additionally, significant investments including $500 million in convertible notes and further private investments are planned as part of this combination. The net proceeds from these investments and other cash will be utilized for Bitcoin acquisitions and corporate expenses. Regulatory filings, including a Registration Statement on Form S-4, and proxy statements are expected to be made as part of the transaction process.

Form Type: 425

Filing Date: 2025-07-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025065215

Filing Summary: On July 16, 2025, Cantor Equity Partners I, Inc. (CEPO) entered into a Business Combination Agreement with BSTR Holdings, Inc. and other related entities. The agreement outlines the proposed business combination involving CEPO, Pubco, and Newco, along with planned private placements and PIPE investments as part of the transactions. Communication regarding the merger was made by CEPO's CEO on social media. A Registration Statement on Form S-4 will be filed with the SEC, which will include a preliminary proxy statement and a prospectus related to the business combination. Shareholders of CEPO will receive these documents to make informed voting decisions at the general meeting. The document highlights the risks associated with the transaction and clarifies it does not constitute an offer to sell securities without proper registration under the Securities Act of 1933.

Form Type: 8-K

Filing Date: 2025-07-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025064922

Filing Summary: On July 17, 2025, Cantor Equity Partners I, Inc. (CEPO) and BSTR Holdings, Inc. (Pubco) announced their entry into a Business Combination Agreement with several other entities. This agreement outlines a merger where CEPO will merge with BSTR and convert shares accordingly. CEPO shareholders with Class B shares will receive Class A shares in return for their holdings, while those with Class A shares will receive shares of Pubco Class A Stock. Following this, Newco Merger Sub will merge into Newco, with Pubco becoming publicly traded as a result of these mergers. Additionally, the document details significant private investments in Pubco, involving convertible notes and preferred stock subscriptions, amounting to hundreds of millions in investments. It emphasizes the use of the proceeds from these transactions for Bitcoin purchases and operational expenses, indicating a pivot towards incorporating Bitcoin into their financial operations. An investor presentation related to these investments was also mentioned as attached to the filing.