Material Agreement (Form 8-K)

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 by Cantor Equity Partners I, Inc., a Cayman Islands exempt company ("CEPO"), with the United States Securities and Exchange Commission ("SEC"), CEPO entered into a business combination agreement on July 16, 2025 with BSTR Holdings, Inc., a Delaware corporation ("Pubco"), BSTR Newco, LLC, a Delaware limited liability company ("Newco"), BSTR Holdings (Cayman), a Cayman Islands exempted company (the "Seller"), and the other parties thereto (the "Business Combination Agreement"), with respect to a proposed business combination among the parties (the "Business Combination").

On March 25, 2026, CEPO, Pubco, Newco and the Seller entered into Amendment No. 1 to the Business Combination Agreement (the "Amendment No. 1 to the BCA"), which amends the Business Combination Agreement to increase the size of Pubco's board of directors as of the closing of the Business Combination from five (5) persons to seven (7) persons, or such other number of persons as the parties shall mutually agree. Amendment No. 1 to the BCA is filed as Exhibit 2.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of Amendment No. 1 to the BCA and the terms of which are incorporated by reference herein.

Additional Information and Where to Find It

Pubco and Newco have confidentially submitted a Registration Statement on Form S-4 with the SEC (as may be amended, the "Registration Statement") and intend to file publicly with the SEC the Registration Statement, which will include a preliminary proxy statement of CEPO and a prospectus (the "Proxy Statement/Prospectus") in connection with the Business Combination and certain private placements (the "Private Placement Investments" and, together with the Business Combination and the other transactions contemplated by the Business Combination Agreement, the "Proposed Transactions"). The definitive proxy statement and other relevant documents will be mailed to shareholders of CEPO as of a record date to be established for voting on the Business Combination and other matters as will be described in the Proxy Statement/Prospectus. CEPO and/or Pubco will also file other documents regarding the Proposed Transactions with the SEC. This Report does not contain all of the information that should be considered concerning the Proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CEPO AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CEPO'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPO, NEWCO, PUBCO AND THE PROPOSED TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by CEPO, Pubco and Newco, without charge, once available, on the SEC's website at www.sec.gov or by directing a request to: Cantor Equity Partners I, Inc., 110 East 59th Street, New York, NY 10022; e-mail: [email protected], or upon written request to BSTR Holdings, Inc., via email at [email protected], respectively.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The convertible notes and shares of preferred stock to be issued by Pubco, the Class A ordinary shares to be issued by CEPO and the Class A interests to be issued by Newco, in each case, pursuant to the Private Placement Investments, as well as the non-voting units of Newco to be issued in exchange for the Class A interests of Newco at the closing of the Business Combination pursuant to the Business Combination Agreement, in each case, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.