Cantor Equity Partners I, Inc.
For the period ended Jul 16, 2025. Filed Jul 17, 2025.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jul 16, 2025 · Filed Jul 17, 2025
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Contents
EX-99.2 · PROXY STATEMENT
proxy statement/prospectusthat will be filed by Pubcoand CEPO, and other documentsfiled by CEPOand Pubcofrom time to time with the SEC, as well as the list of risk factorsincluded in Annex A herein. Thesefilings do or will identify and address otherimportant risksand uncertaintiesthat could causeactualevents and results todiffer materially from those contained in the forward - lookingstatements. Theremay be additional risksthat none of the Parties presentlyknow or that the Partiescurrentlybelieve are immaterial that could also causeactualresultsto differ from thosecontained in the forward - looking statements. Forward - lookingstatementsspeak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - lookingstatements, and none of the Partiesor any of their Representativesassumesany obligation and do not intend to update or revise theseforward - lookingstatements, whether as a result ofnew information, future events, or otherwise.None of the Partiesor any of its Representativesgives any assurancethat any of CEPO, the Company or Pubcowill achieve its expectations. Theinclusion of any statementin this presentation does not constitute an admissionby Pubcoor CEPOor any other person that the events or circumstances described in such statement arematerial.
Disclaimer (Cont’d) 4 Industryand Market Data This Presentationhas been prepared by the Partiesand their Representativesand includes market data and other statistical information fromthird - partyindustrypublications and sources aswell as from researchreports prepared for other purposes. Although the Parties believe thesethird - party sourcesare reliable as of their respectivedates, none of the Partiesor any of their respective Representativeshas independently verified the accuracyor completenessof this information and cannot assureyou of the data’saccuracy orcompleteness. Some data are also based on the Parties’ good faith estimates, which are derived from both internal sourcesand the third - party sources. Noneof the Partiesor their Representativesmake any representationor warranty with respectto the accuracyof such information. The Partiesexpressly disclaim any responsibility or liability for any damagesor lossesin connectionwith the use of suchinformation herein. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statementor other report or document to be filed or furnished by CEPOor Pubco, or any other report or document to be filed by Pubcofollowing completion of the Business Combination with the SEC. Trademarksand Intellectual Property All trademarks, service marks, and trade names of any Partyor their respective affiliates used herein are trademarks, servicemarks, or registeredtrade names of such Partyor its respectiveaffiliate, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/orintellectual propertyof their respectiveowners, and their use is not alone intended to, and does not alone imply, a relationship with any Party, or an endorsementor sponsorship by or of any Party.Solely for convenience, the trademarks, servicemarksand trade names referred to in this Presentation may appear withoutthe ®, TM or SM symbols, but suchreferencesare not intended to indicate, in any way, that any Partyor the applicable rights owner will not assert, to the fullest extent under applicable law, their rightsor the right of the applicable owner or licensorto thesetrademarks, servicemarksand trade names. Additional Informationand Whereto Find It In connection with the Business Combination, CEPOand Pubcointend to file relevant materialswith the SEC, including a registration statementon Form S - 4, which will include a document that servesas a joint prospectusand proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectuswill be sent to all CEPO shareholders.CEPOwill also file other documentsregardingthe Transactionswith the SEC. Before making any voting or investmentdecision, investors, shareholdersand other interested personsof CEPOare urged to read the registrationstatement, the proxy statement/prospectusand all other relevant documentsfiled or that will be filed with the SEC in connection with Transactionscarefullyand in their entirety as they become available becausethey will contain importantinformation about the Transactions. Investors and securityholders will be able to obtain free copies of the registration statement, theproxy statement/prospectusand all other relevant documents filed or that will be filed with the SEC by CEPOthrough the websitemaintained by the SEC at www.sec.gov. The documents filed by CEPOand Pubcowith the SEC also may be obtained free of charge, once available, on the SEC’swebsiteat www.sec.govor by directinga request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e - mail: CantorEquityPartners@cantor.com. Participants in Solicitation CEPO, Pubco, the Companyand their respectivedirectors and executiveofficersmay be deemed under SEC rules to be participants in the solicitationof proxies from CEPO’s shareholdersin connection with the Business Combination. A list of the names of such directorsand executiveofficers, and information regardingtheir interestsin the Business Combination and their ownershipof CEPO’ssecuritiesare, or will be, contained in CEPO’sfilings with the SEC. Additional information regardingthe interests ofthe personswho may, under SEC rules, be deemed participantsin the solicitation of proxies of CEPO’sshareholdersin connectionwith the Business Combination, including and the names and interestsof the Company and Pubco’sdirectorsand executiveofficers, will be set forth in the proxy statement/prospectuson Form S - 4 for the Business Combination, whichis expected to be filed by Pubcoand CEPOwith the SEC. You may obtain free copies of these documentsas describedin the preceding paragraph.
5 Management Bios Dr. Adam Back – Chief Executive Officer Adam Back is a cryptographer and cypherpunk, and one of Bitcoin’s most influential figures, known for being among the first pioneers and advocates for the widespread adoption of Bitcoin. As Co - Founder and CEO of Blockstream, Dr. Back built the leading provider of blockchain technologies that has remained on the edge of progress in cryptography and distributed systems. His leadership as a founder and executive has been essential to advancing cryptography and bitcoin - financial infrastructure. Beyond Blockstream, Dr. Back is well - known for inventing Hashcash, a “proof - of - work” system. Adam was one of the first people to receive an email from Satoshi Nakamoto. Now, as CEO of BSTR, he is building one of the largest Bitcoin treasury companies in the world, with plans to redefine the treasury strategy for the rapidly evolving Bitcoin era. Sean Bill – Chief Investment Officer Sean Bill is an experienced investor in the FinTech and cryptography space. As an early advocate for Bitcoin within the pension industry, Sean has been essential for promoting the adoption of digital assets in institutional investment portfolios. Serving as the Chief Investment Officer at Blockstream, he has been leading the Asset Management Division to develop Bitcoin - based solutions. With over 30 years in traditional finance, Sean has held leadership roles such as CIO at Prime Meridian Capital Management, where he oversaw award - winning hedge funds, and as Treasurer and CIO for the Santa Clara Valley Transportation Authority – one of the first public pensions to purchase Bitcoin. Named to CIO Magazine’s Power 100 List, Sean is a recognized expert in institutional investment and a pioneer in integrating Bitcoin into traditional portfolios. As CIO of BSTR, Sean will continue to shape the future of Bitcoin in institutional finance.
Executive Summary The BSTR team combines the ongoing financialization of Bitcoin with a deep understanding of the technology and unparalleled access to the Bitcoin community – a dimension largely overlooked by competitors 6 ᒮ Our differentiated Bitcoin thesis ᒮ The Bitcoin treasury landscape continues to accelerate, and institutions are seeking a trusted partner ᒮ The BSTR team is uniquely positioned to shape and lead in Bitcoin - native capital markets ᒮ BSTR’s investment thesis ᒮ BSTR team has extensive experience with Bitcoin treasury companies and will use that experience to catalyze the fusion of Bitcoin into finance and capital markets ᒮ BSTR has unique access to Bitcoin OGs - with credibility and access to Bitcoin’s original adopters, unlocking additional sources of Bitcoin supply ᒮ Large formation Bitcoin contribution: 25,000 Bitcoin invested by founding team at inception ᒮ Attractive deal offering investors to co - invest at “ground floor” with same economics as founding team ᒮ Opportunity for investors ᒮ BSTR is targeting $1.5 billion of total fiat financing consisting of (i) $750 (1) million of convertible debt, (ii) $350 million of convertible preferred stock (2) , and (iii) $400 million of fiat common equity ᒮ Concurrently, BSTR is targeting a raise of 5,021 Bitcoin through an in - kind equity PIPE paid in Bitcoin ᒮ All raises, excluding the options, to be announced concurrently with the Company's business combination with Cantor Equity Partners I, Inc. (the “Transaction”), a $200 million SPAC (3) (1) Includes base deal of $500M of convertible notes plus $125M 15 - day option to purchase additional notes and $125M 30 - day option for additional notes. (2) Includes (i) $30M issued at announcement and $320M issuable upon exercise of 30 - day option for convertible notes investors. Proceeds estimated to be ~$298M after accounting for OID of 85.0. (3) Approximate amount held in trust account of Cantor Equity Partners I, Inc. assuming no redemptions prior to the closing of the Transaction.
Bitcoin: Shaped by Our Unique Relationship to Satoshi Nakamoto In 2008, Satoshi requested to cite Adam’s Hashcash paper — a foundational moment linking Bitcoin to Adam’s prior research on “proof - of - work” 8 Contributed to Bitcoin protocol before launch 2008 Email from Satoshi Dr. Adam Back is a Key Figure in the Bitcoin Universe Remains key voice in “proof - of - work” field Viewed by many to be as close as you can get to Satoshi “Patient Zero” Recognized Bitcoin early adopter and advocate
2009 2011 2013 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 2047 2049 2051 Commentary Potential as a Hedge to Inflation and Economic Uncertainty, Built on Principles of Sound Money 9 Immutable Supply Cap at 21 Million Bitcoin — There is No Way to Make More (Unlike Fiat) M2 Money Supply (1) Bitcoin Supply (2) Bitcoin is one of the only mathematically quantifiable scarce assets that could protect against monetary debasement and has the potential to act as a global hedge in times of crisis Capped verifiable supply creates scarcity and positions Bitcoin as a potential hedging asset against inflationary pressures Inflation & currency devaluation are fueling global demand for scarce assets Bitcoin hits 21 million Bitcoin Price Discovery Limited Supply Treasury Demand (1) From January 1, 2009 to May 1, 2025; Per fred.stlouisfed.org as of July 3, 2025. (2) Per bitcoinvisuals.com as of July 3, 2025. (3) Per imf.org as of July 3, 2025; Represents 2022 – 2024. 21 Million Total Bitcoin Average Last 3 - Year Global Inflation Rate ~7.0% (3)
Adopted to Unlock Cash Reserve Value Adopted to Diversify & Hedge Exposure 5 4 Adoption Keeps Spreading – With Each New Group Infusing Its Own Value & Knowledge into Bitcoin Bitcoin’s trajectory is marked by onboarding of stakeholder groups, each expanding the network’s legitimacy, utility, & reach 10 Each new cohort adds liquidity, political influence, and social proof, turning Bitcoin from an insurgent technology into an emergent monetary system Seeded the Idea Built the Infrastructure & Protocol Attracted to the Community, Sought Asymmetric Upside Cypherpunks & Libertarians Developers & Technologists Retail Investors 1 2 3 Corporations and Nation States Institutional Investors
2020 2021 2022 2023 2024 2025 Treasury Momentum Accelerates - Institutions Seek a Trusted Partner 11 Public Company Bitcoin Adoption Sources: bitcointreasuries.net and company documents as of July 1, 2025. Note: Chart uses a logarithmic scale. (1/1/2020) 19,225 BTC (8/11/2020) 597,325 BTC (12/31/2020) 49,940 BTC (04/23/2024) 13,350 BTC (05/28/2025) 4,710 BTC (05/09/2025) 39,091 BTC Early Adoption ᒦ The initial wave of adoption emerged out of necessity ᒦ Struggling corporations or forward - looking companies seeking innovative treasury solutions Corporate Treasury Evolution ᒦ Treasury offerings evolved to include institutional offerings ᒦ Tax - efficient structuring ᒦ Local champions across regional markets Broader Corporate Adoption ᒦ Corporates are recognizing Bitcoin as a reliable way to preserve purchasing power parity for hard - earned reserves ᒦ Emerges as a potential key treasury asset in the face of long - term monetary debasement (05/28/2024) 4,449 BTC Sovereign Adoption ᒦ Nation states are beginning to view Bitcoin as potential infrastructure for national sovereignty ᒦ Viewed as a form of “digital gold” – supporting the idea of monetary independence and strategic autonomy The pace of institutional Bitcoin acceptance has accelerated dramatically, creating a market need for a leader to illuminate the path forward for its adoption Total Bitcoin held in corporate reserves Other Notable Treasuries Announced Since April 2025 ProCap BTC
Nascent Capital Markets Offer a Rare Chance to Shape — and to Lead 12 Bitcoin is evolving from a passive store of value into an active financial layer — unlocking capital formation, credit, and yield in a Bitcoin - native context; BSTR is uniquely positioned to separate the signal from the noise and accelerate widespread adoption As Large Holders Adopt Bitcoin, the Natural Progression is Its Deployment to Generate Returns in Bitcoin Itself ᒦ The Bitcoin Treasury market is beginning to take notice of recent announcements related to companies with plans to actively integrate and use Bitcoin versus passive Bitcoin holders ᒦ BSTR has unparalleled domain expertise in Bitcoin protocols & programmability and can responsibly unlock Bitcoin capital markets Over time, the market may reward active managers with resilient NAV (1) premiums while passive holders may experience premium compression Bitcoin Native Capital Markets… Companies pursuing in - kind yield strategies may command a durable NAV premium Emergence of Bitcoin capital markets such as: ᒦ Lower risk Bitcoin - denominated yield generation strategies ᒦ Bitcoin - native borrowing and lending mechanisms ᒦ Structured financial products (i.e. Bitcoin - denominated converts) ᒦ Hybrid products such as BitBonds and Bitcoin - backed real estate instruments …In a Rapidly Evolving Landscape (2) (1) Net Asset Value. (2) x.com, William Pulte on June 25, 2025.
The BSTR Opportunity for Investors 14 5 1 Pioneers of the Bitcoin Treasury Model — Leading Domain Expertise Clear track record and understanding of winning Bitcoin treasury strategies 2 Potential Options to Accumulate Bitcoin for Shareholders Multitude of Bitcoin and fiat - denominated options to continue to raise capital and maximize Bitcoin accumulation into the future – including via Bitcoin denominated instruments 3 Aiming to Catalyze the Fusion of Bitcoin into Finance and Capital Markets The right team that combines a deep understanding of Bitcoin, the technology, and has an expertise in systematic investment strategies applied to Bitcoin 4 Access to Legacy Bitcoin Leaders Targeting participation and contribution from early Bitcoin pioneers through in - kind investments and access to long held Bitcoin not held on exchanges 6 Aligned for the Long Haul — BSTR Invests Alongside You Founders deeply invested alongside outside capital and a plan to reinvest into BSTR as well as into the Bitcoin financial ecosystem; decades of experiences navigating market cycles including Bitcoin Unparalleled Access to Technology and Financial Expertise Uniquely positioned to accelerate the adoption of the Bitcoin protocol in technologies and financial products Attractive Deal Offering Investors to Co - Invest at “Ground Floor” with Same Economics as Founding Team Opportunity to co - invest at zero premium to mNAV (1) at inception – alongside the founding members (1) Multiple on Net Asset Value.
Pioneers of the Bitcoin Treasury Model - With Leading Expertise Having invested in or co - created multiple prominent Bitcoin treasury firms, our founders have developed unique insight into what drives success 15 Firms That can Justify a Premium to mNAV (2) : ▪ Possess domain expertise in Bitcoin - native infrastructure ▪ Utilize convertible ladders to optimize entry and unlock long - term flexibility ▪ Are able to generate in - kind Bitcoin yield, eventually ▪ Possess mastery of novel metrics: Bitcoin yield, Bitcoin torque, months to cover mNAV (3) , etc. (1) Founders of and key investors in BSTR have invested in dozens of additional bitcoin treasuries. (2) Multiple of Net Asset Value. (3) Multiple on Net Asset Value. The BSTR Team has Invested Across All Stages of Bitcoin Treasury Companies (1) Confidential UK (x2) ProCap Confidential Swiss
Potential Options to Accumulate Bitcoin for All Shareholders BSTR has multiple thoughtful, methodical possible avenues to accumulate, safeguard and compound Bitcoin on behalf of shareholders 16 - Denominated - Denominated Bitcoin Convertible Notes Bitcoin Equity PIPE FIAT Convertible Notes Convertible Preferred ATM / CEF FIAT Equity PIPE Convertible debt instrument funded directly in Bitcoin Common stock issued in a private placement, funded directly in Bitcoin Debt instrument with coupon and equity conversion option Preferred stock instrument convertible into common stock Option to sell stock into the market at the market price Common stock issued in a private placement Description Reduced liquidity risk and enables in - kind investment Ability to capture demand from Bitcoin focused investors who do not want to sell Bitcoin Attractive to investors due to downside protections Unlocks additional investor base and appeals to retail demand Company controls timing and size of sales, providing flexibility Straightforward, minimally prohibitive raise with short timeline to announcement Advantages Priced at NAV (1) : PIPE investors will be getting in on the “ground floor” and have the opportunity to capture any potential NAV premium value (1) Net Asset Value.
BSTR: Catalyzing the Fusion of Bitcoin into Finance & Capital Markets Not just participating in the Bitcoin ecosystem — we’re planning to actively shape the transition to a Bitcoin - native financial system 17 Advisory Help corporates and sovereigns adopt Bitcoin infrastructure and strategy Implementation Partner with leading Bitcoin technology companies BTC Yield Explore not just holding Bitcoin, but the generation of in - kind yield BSTR Provides a Unique Combination of These Capabilities Deep understanding of Bitcoin trajectory and technology Expertise in systematic investment strategies applied to Bitcoin Business Plan BTC Alpha Examine opportunities to generate alpha through a multi - strategy approach to capital markets
Crucial Access to Bitcoin OGs (1) 18 Decreasing Supply of Bitcoin Available on Exchanges (2) Note: “Bitcoin Whale” is defined as any individual holding greater than 1,000 BTC. (1) Bitcoin OGs are individuals who were early adopters and actively involved with Bitcoin since its inception or shortly thereafter. (2) From coinglass.com/Balance as of July 3, 2025. BTC Price BTC Balance (TBD Chart Metrics) BSTR combines over a decade long track record of Bitcoin investing with access and credibility to Bitcoin’s original adopters , unlocking additional sources of Bitcoin supply in a potentially tax - advantaged structure Decreasing BTC balances available on exchanges
Alignment with Shareholders through Long - Term Perspective & Significant Co - Investments 19 Strategic alignment with public shareholders High Integrity High integrity to stakeholders - no punitive SPAC structures (warrants etc.) Co - Investment Meaningful co - investment and plans to participate in future raises alongside investors Full Cycle Investors Long - term Bitcoin believers in both bull and bear markets Bitcoin Believers We are believers in the Bitcoin protocol and aligned with the Bitcoin community Long - Term Viewpoint Aversion to profiteering from early momentum; investing & compounding for the long haul Capital Reinvestment Intention to re - invest capital into the Bitcoin ecosystem when strategically compelling
Attractive Deal Offering Investors to Co - Invest at “Ground Floor” With Same Economics as Founding Team Pre - Funding Bitcoin Purchases not Necessary ᒦ Avoids additional fees and price risks being incurred Large Formational Bitcoin Contribution ᒦ 25,000 Bitcoin invested by founding team providing a fortress balance sheet at inception Bitcoin - denominated Equity PIPE including from Prominent Bitcoiners ᒦ BSTR is targeting Bitcoiners – funded BY the community FOR the community BSTR a Viable Long - Term Bitcoin Treasury Strategy ᒦ Combining the financialization of Bitcoin with a deep understanding of the technology and unparalleled access to the Bitcoin community – a dimension largely overlooked by competitors Opportunity to Co - Invest at Zero Premium to mNAV (1) at Inception ᒦ Ability to invest alongside the founding team Bitcoin Priced at Closing of Transaction ᒦ Allows for fair treatment of all stakeholders 20 (1) Multiple on Net Asset Value.
Offering Summary Term Sheet – Convertible Notes CEPO and BSTR are considering issuing Convertible Senior Notes 22 (1) Class A shares entitled to 0 votes per share and Class B shares entitled to 1 vote per share. (2) Includes potential U.S. - based BTC investors contributing into Newco (see slide 26). ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue Date ▪ BSTR Issuer / Underlying Symbol ▪ Convertible Notes Securities Offered ▪ $500 million / 500,000 Convertibles Notes Base Deal Size / Notional ▪ Private Placement pursuant to Section 4(a)(2) with intent to wrap the notes with a 144A CUSIP on the Closing Date (to facilitate post - closing trading among QIBs) and SEC - register the notes and shares underlying as promptly as practicable after the Closing Date Form of Offering ▪ Senior with no permitted senior secured indebtedness that ranks senior to the notes. Convertible Notes to be 3:1 collateralized (33.3% LTV) as of Closing Date Debt Ranking / LTV ▪ The NAV of the underlying collateral will be calculated at the end of every quarter based on a 10 - day average lookback (“Average Price”). For each quarter where the price of BTC has increased 33.3% above (the “Qualifying Price”) the 10 - day average price of Bitcoin as of the day before closing (the “Average Bitcoin Price at Closing”), collateral equal to 40% of the value of the increase in collateral above the Average Bitcoin Price at Closing will be released in an un - clawbackable manner. For each calendar quarter after the initial collateral release, the additional collateral to be released will be 40% of the value of the increase, if any, in collateral above the highest previous Average Price. ▪ The public float of BSTR will be calculated at the end of every quarter based on a 10 - day average lookback (“Public Float”). For each quarter where the Public Float is >200% of the par notional value of the notes (the “Qualifying Float”), collateral equal to 66.6% of the value of the Qualifying Float will be released in an un - clawbackable manner. For each calendar quarter after the initial collateral release, the additional collateral to be released will be 66.6% of the value of the increase, if any, in collateral above the highest previous Qualifying Float. Collateral Release Mechanism ▪ 5 - years from Closing Date Maturity ▪ Non - callable for 3.0 years from Issue Date, thereafter callable partially or in whole, if the stock trades at 130% of the Conversion Price for 20 trading days out of 30 consecutive trading days, plus share Make - Whole Issuer Redemption ▪ Discrete investor put right at 100% of Notional plus accrued interest, 3.0 - years from Closing Date Investor Put Right ▪ Anti - dilution and Fundamental Change including share Make - Whole Investor Protections ▪ $1,000 per Note Denomination ▪ $10.00 per share Conversion Reference Price ▪ 1% payable semi - annually in cash Coupon ▪ 130% of Conversion Reference Price / $13.00 per Share Conversion Premium / Price ▪ During any calendar quarter after December 31, 2025 if the last reported sale price of the Common Stock on each of at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately proceeding calendar quarter is greater than or equal to 130% of the conversion price on such trading day Investor Conversion Rights ▪ Cash, Class A Shares (1) or any combination thereof upon conversion at BSTR’s option Settlement Type ▪ To facilitate the purchase of Bitcoin, to pay future convertible interest expenses, and general corporate purposes Use of Proceeds ▪ $125.0 million for 15 days post pricing, plus $125.0 million for 30 days post pricing Option to Purchase Additional Notes ▪ $320.0 million for 30 days post - pricing Option to Purchase Convertible Preferred ▪ $400.0 million Common Equity PIPE / 5,021 BTC in - kind contribution for Common Equity PIPE (2) Concurrent Equity Offerings ▪ Cantor Fitzgerald Sole Placement Manager
Offering Summary Term Sheet – Convertible Preferred CEPO and BSTR are considering raising equity through a Convertible Preferred 23 (1) Class A shares entitled to 0 votes per share and Class B shares entitled to 1 vote per share. ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue & Funding Date ▪ BSTR Issuer / Underlying Symbol ▪ Cumulative Convertible Preferred Stock Securities Offered ▪ Perpetual / Non - redeemable by the Issuer Maturity / Issuer Redemption ▪ $350 million / 3,500,000 Preferred Shares Amount Offered / Notional ▪ $100.00 per Preferred Share plus accumulated and unpaid dividends Liquidation Preference ▪ $85.00 per Preferred Share Offering Price ▪ 11.00% Yield to Call: ▪ Private Placement pursuant to Section 4(a)(2) with intent to wrap the Preferred Shares with a 144A CUSIP on the Closing Date (to facilitate post - closing trading among QIBs) and SEC - register the Preferred Shares and Common Stock underlying as promptly as practicable after the Closing Date Form of Offering ▪ Anytime after 5.0 years from Closing Date, at the Issuer’s election, if the stock trades at 130% of the Conversion Price for 20 out of 30 consecutive days, plus share Make - Whole Mandatory Conversion ▪ Any time post Closing at the option of the holder Conversion Rights ▪ Anti - dilution and Fundamental Change including share Make - Whole Investor Protections ▪ $10.00 per Class A Share Conversion Reference Price ▪ 7.0% payable quarterly in cash, or common stock at Issuer’s election at 98% of a daily VWAP Dividend ▪ 130% of Conversion Reference Price ($13.00 per Class A Share / $130.00 per Preferred Share) Conversion Premium / Price ▪ None unless dividends payable are in arrears for six or more quarterly periods Voting Rights ▪ Physical Settlement - Class A Shares (1) upon conversion Settlement Type ▪ To facilitate the purchase of Bitcoin and general corporate purposes Use of Proceeds ▪ Cantor Fitzgerald Sole Placement Manager
Offering Summary Term Sheet – Bitcoin Equity PIPE CEPO and BSTR are considering raising equity through a Bitcoin Equity PIPE 24 ▪ CEPO / Cayman Islands (1) Issuer / Incorporation ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue Date ▪ 5,021 Bitcoin (1) Deal Size ▪ CEPO Class A Ordinary Shares (the “Shares”) (2) Securities Offered ▪ CEPO and BSTR to use commercially reasonable efforts to have the shares of Pubco Class A stock issued in exchange for the Shares registered on the Form S - 4 registration statement and otherwise to register the Shares on a Form S - 1 to be filed after closing Registration ▪ $500.0 million Convertible Senior Notes base offering (3) Concurrent Convertible Notes Offering ▪ $400.0 million Fiat Equity PIPE Concurrent Fiat Equity PIPE ▪ Cantor Fitzgerald Sole Placement Agent (1) Includes potential U.S. - based BTC investors contributing into Newco (see slide 26). (2) Will be exchanged for shares of non - voting Pubco Class A common stock upon closing of the Business Combination. (3) Amount does not include the (i) two $125.0 million options to purchase additional convertible notes and (ii) one $320.0 million option to purchase Convertible Preferred Stock as part of the convertible notes offering.
Offering Summary Term Sheet – Fiat Equity PIPE CEPO and BSTR are considering raising equity through a Fiat Equity PIPE 25 ▪ CEPO / Cayman Islands Issuer / Incorporation ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue Date ▪ $400.0 million Deal Size ▪ CEPO Class A Ordinary Shares (the “Shares”) (1) Securities Offered ▪ CEPO and BSTR to use commercially reasonable efforts to have the shares of Pubco Class A stock issued in exchange for the Shares registered on the Form S - 4 registration statement and otherwise to register the Shares on a Form S - 1 to be filed after closing Registration ▪ $500.0 million Convertible Senior Notes base offering (2) Concurrent Convertible Notes Offering ▪ 5,021 Bitcoin Equity PIPE (3) Concurrent Bitcoin Equity PIPE ▪ Cantor Fitzgerald Sole Placement Agent (1) Will be exchanged for shares of non - voting Pubco Class A common stock upon closing of the Business Combination. (2) Amount does not include two $125.0 million options to purchase additional convertible notes and one $320.0 million option to purchase shares of the Convertible Preferred Stock as part of the convertible notes offering. (3) Includes potential U.S. - based BTC investors contributing into Newco (see slide 26).
Illustrative Transaction Structure 26 Note: BSTR Class A & Class B shares entitled to 0 vote per share and 1 vote per share respectively. (1) Assumes all investors elect to contribute Bitcoin into NewCo. Bitcoin contributable into NewCo or CEPO at individual investor elections. (2) Includes (i) $500M Initial Convertible Notes, (ii) $250M from exercise of 15 - day and 30 - day Convertible Note options and (iii) ~$298M from exercise of 30 - day Convertible Preferred option. (3) NewCo Exchange Interests to be economically fungible with BSTR Class A Shares and may be exchanged for BSTR Class A Stock or cash at BSTR election. BSTRC CEPO Shareholders NewCo BSTR Convert Investors 5,021 BTC at closing in exchange for NewCo Interests (1) Equity PIPE Investors agree to contribute $400M of Convert & Convertible Preferred Investors agree to contribute $750M and ~$298M of cash, At Close: BSTRC / U.S. BTC PIPE Investors contribute 30,021 Bitcoin in exchange for NewCo Interests CEPO Merger Sub surviving NewCo with NewCo surviving in exchange for NewCo Interests Interests in exchange for NewCo Interests (2) At Announcement: BSTR Holdings (Cayman) (“BSTRC”) agrees to 1A contribute 25,000 BTC at closing to NewCo in exchange for NewCo Interests Certain U.S. - based BTC Equity PIPE Investors BSTR Class A Shares 4B BSTR Class A & Class B Shares 5B Merger #1 4A 1A BSTRC / U.S. BTC PIPE Investors 30,021 BTC NewCo Interests 5A Merger #2 CEPO Merger Sub Equity PIPE Investors $400M Cash & BTC CEPO Shares 3 1B 1B (the “U.S. BTC PIPE Investors”) agree to contribute 2 3 Equity PIPE Investors contribute $400M of cash & BTC to CEPO in exchange for CEPO Shares 4A CEPO merges with and into CEPO Merger Sub with CEPO Shareholders (including Equity PIPE Investors 4B other than U.S. BTC PIPE Investors) receive BSTR Class A Shares in exchange for CEPO Shares 5A NewCo Merger Sub merges with and into 5C U.S. BTC PIPE Investors receive NewCo Exchange CEPO S1 S2 NewCo Merger Sub U.S. BTC PIPE Investors 5B BSTRC receives BSTR Class A & Class B Shares NewCo Exchange Interests 5C 2 Convert & Convertible Preferred Investors 6 contribute $750M & ~$298M, respectively, of cash in exchange for BSTR Convertible Notes & BSTR Convertible Preferred (1) 1C cash and Bitcoin in exchange for CEPO Shares 1C 6 1D BSTR Convertible Notes & Convertible Preferred Convertible Preferred Investors $750M Cash (1) ~$298M Cash (1) 1D respectively, in exchange for BSTR Convertible Notes & BSTR Convertible Preferred (1)
BTC Contrbution - BSTRC $2,750 25,000 BTC Equity PIPE Contribution 552 5,021 BTC Purchases 1,322 12,016 Estimated Fees at Close 96 - Cash for Operating Expenses 30 - Other Cash to Balance Sheet 200 1,818 Total $4,950 43,855 Use ($mm) (BTC) (4) Source ($mm) (BTC) (4) 25,000 $2,750 BTC Contrbution - BSTRC 5,021 552 BTC Equity PIPE Contribution - 400 Fiat Equity PIPE Proceeds - 750 Convertible Note Proceeds Convertible Preferred Stock Proceeds 298 - SPAC Cash in Trust 200 - Total $4,950 - Transaction Sources and Uses 27 Illustrative Assumptions Illustrative Sources – At Closing Illustrative Uses – At Closing General Assumptions: ▪ Bitcoin Price: $110,000 Bitcoin Contribution Assumptions: ▪ Bitcoin Contribution – BSTRC: 25,000 ▪ BTC Equity PIPE Contribution: 5,021 BTC Purchase Assumptions: ▪ Convertible Notes Proceeds: $750.0 (1) million ▪ Convertible Preferred Option Proceeds: $297.5 million (2) ▪ Fiat Equity PIPE Proceeds: $400.0 million De - SPAC Transaction Assumptions: ▪ CEPO Cash in Trust: $200.0 million ▪ CEPO Redemptions Percentage: 0.00% ▪ Estimated Fees & Expenses: $95.6 million ▪ Cash to Balance Sheet: $230.0 million (3) (1) Includes base deal of $500M of convertible notes plus $125M 15 - day option to purchase additional convertible notes and $125M 30 - day option for additional convertible notes. (2) Assumes OID of 85.0. (3) Includes $30M of first year estimated operating expenses. (4) Represents number of BTC at $110,000 USD / BTC.
BSTRC (BTC) BTC Equity PIPE (BTC) 275.0 55.2 57.5% 11.6% 100.0% 0.0% Shares Ownership % (4) Vote % Pro Forma Ownership Structure 28 Illustrative Assumptions Illustrative Pro Forma Ownership – Pre - Convert General Assumptions: ▪ Bitcoin Price: $110,000 ▪ CEPO Share Price: $10.00 0.0% 0.0% 0.0 Convertible Notes Investors (Fiat) BCP Assumptions: 0.0% 0.0% 0.0 Convertible Preferred Stock Investors (Fiat) ▪ BSTRC Bitcoin Contribution Value ($M): $2,750.0 (1) Equity Assumptions: ▪ Bitcoin Equity PIPE ($M): $552.0 (2) ▪ Fiat Equity PIPE ($M): $400.0 Convertible Notes & Convertible Preferred Assumptions: ▪ Convertible Notes Principal ($M): $750.0 (3) ▪ Conversion Price: $13.00 ▪ Convertible Preferred Principal ($M): $350.0 ▪ Conversion Price: $13.00 SPAC Assumptions: ▪ CEPO Shares at Closing (M): 20.0 ▪ CEPO Redemption Percentage: 0.00% 0.0% Sponsor (Fiat) 3.0 (6) 0.8% 100.0% Total 393.2 100.0% Owner (Contribution) Shares Ownership % (4) Vote % 100.0% 69.9% 275.0 BSTRC (BTC) 0.0% 14.0% 55.2 BTC Equity PIPE (BTC) 0.0% 10.2% 40.0 (5) Fiat Equity PIPE (Fiat) 0.0% 5.1% 20.0 Public SPAC Shareholders (Fiat) Illustrative Pro Forma Ownership – Post - Conversion (1) Includes 25,000 BTC at $110,000. (2) Includes 5,021 BTC at $110,000. (3) Includes base deal of $500M of convertible notes plus $125M 15 - day option to purchase additional convertible notes and $125M 30 - day option for additional convertible notes. (4) Includes Class A and Class B shares of PubCo. (5) Includes 500,000 Class A shares to be purchased by Sponsor for $5M at closing. (6) Excludes 500,000 Class A shares to be purchased by Sponsor for $5M at closing. (5) 0.0% 8.4% 40.0 Fiat Equity PIPE (Fiat) 0.0% 4.2% 20.0 Public SPAC Shareholders (Fiat) 0.0% 12.1% 57.7 Convertible Notes Investors (Fiat) 0.0% 5.6% 26.9 Convertible Preferred Stock Investors (Fiat) 0.0% Sponsor (Fiat) 3.0 (6) 0.6% Total 477.8 100.0% 100.0%
Risk Factors 30 Certain factorsmay have a material adverseeffecton the business, financial condition and resultsof operations of BSTR Holdings, Inc., a Delawarecorporation (“Pubco”), BSTRNewco, LLC, a Delawarelimited liability company(the “Company” or “BSTR”) and/or Cantor Equity Partners I, Inc. (“CEPO” and, together with Pubcoand the Company, the “Parties”)and any proposed investmentin the convertiblenotes (the “Notes”)to be issued by Pubco(the “Convertible Notes Private Placement”), any proposed investmentin the sharesof convertiblepreferred stock(the “Convertible Preferred Stock”) that maybe issued by Pubco(the “Convertible Preferred Stock Private Placement”), any proposed investment in the proposed private placement of ordinary sharesby CEPO, whichordinary shareswill be purchasedin cashor Bitcoin (the “Equity Private Placement”), and/or any proposed private investment in the membership interestsin Newco(the “Newco Equity PIPE”, togetherwith the Equity Private Placement, Convertible Notes Private Placementand the Convertible Preferred Stock Private Placement, the “Private Placements”).The risks and uncertaintiesdescribedbelow are not the only ones that the Parties face. Additional risksthat the Parties areunaware of, or that the Parties currentlybelieve are not material, may also becomeimportant factorsthat materially adverselyaffectany of the Parties. If anyof the following risks actuallyoccur, thebusiness, financial condition, results ofoperations, and futureprospects of the Parties could be materially and adverselyaffected. Inthat event, the trading priceof Pubco’s Class Acommon stock(“PubcoClass A Common Stock”) following the proposed businesscombination among the Parties (the “Business Combination”) could decline, and investorscould lose all or part of their investment. Risks Related to the Business and Bitcoin Strategy of Pubco • Pubco’s principal asset will be Bitcoin. Bitcoin is a highly volatile asset, and Pubco’s operating results may significantly fluctuate, including due to the highly volatile nature of the price of Bitcoin and erratic market movements. • Due to Pubco’s limited operating history and the concentration of its Bitcoin holdings, it will be difficult to evaluate Pubco’s business and future prospects, and Pubco may not be able to achieve or maintain profitability in any given period. • A significant decrease in the market value of Pubco’s Bitcoin holdings could adversely affect Pubco’s ability to satisfy its financial obligations under the Notes and any subsequent debt financings. • Pubco will operate in a highly competitive environment and will compete against companies, asset managers and other entities with similar strategies, including companies and other investors with significant Bitcoin holdings and ETFs and ETPs for Bitcoin and other digital assets, and Pubco’s business, operating results, and financial condition may be adversely affected if Pubco is unable to compete effectively. • The introduction of government issued digital assets could eliminate or reduce the need or demand for private - sector issued digital assets, or significantly limit their utility. National governments around the world could launch central bank digital currencies, which could in turn limit the size of the market opportunity for cryptocurrencies, including Bitcoin, and may adversely impact Pubco’s business. • The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and adversely affect Pubco’s business. • Pubco’s Bitcoin holdings will be less liquid than its cash and cash equivalents and may not be able to serve as a source of liquidity for Pubco. • Pubco will face risks relating to the custody of its Bitcoin. If Pubco or its third - party service providers experience a security breach or cyberattack and unauthorized parties obtain access to Pubco’s Bitcoin, or if Pubco’s private keys are lost or destroyed, or other similar circumstances or events occur, Pubco may lose some or all of its Bitcoin and Pubco’s financial condition and results of operations could be materially adversely affected. • Pubco’s Bitcoin acquisition strategy exposes Pubco to risk of non - performance by counterparties, including, in particular, risks relating to its custodians, including as a result of inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. • Bitcoin and other digital assets are relatively novel assets, which will expose Pubco to significant legal, commercial, regulatory and technical uncertainty, which could adversely affect Pubco’s financial position, operations and prospects. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that could materially adversely affect Pubco’s financial position, operations and prospects. • Policymakers in the U.S. are just beginning to consider what a regulatory regime for digital assets would look like and the elements that would serve as the foundation for such a regime. Pubco may be unable to effectively react to proposed legislation and regulation of digital assets, which would adversely affect its business. • Bitcoin’s status as a “security” in any relevant jurisdiction, as well as the status of Bitcoin - related products and services in general is subject to a high degree of uncertainty and if Pubco is unable to properly characterize such product or service offering, Pubco may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect Pubco’s business, operating results, and financial condition. • Regulatorychangesclassifying Bitcoin as a “security” could lead to Pubco’sclassification as an “investment company” underthe InvestmentCompany Act of 1940, andwould subject Pubcoto additional regulation and could materially impact the operation of Pubco’ business. • If Pubcowere deemed to be an investmentcompanyunder the Investment Company Act of 1940, applicable restrictionslikely would makeit impracticalfor Pubcoto continue segmentsof its business ascurrentlycontemplatedand could adversely affect Pubco’sfinancial condition, the marketprice of Bitcoin and the market price of Pubco’sClass ACommon Stock and Pubco’sresultsof operations. • Pubcowill not be subject tothe samelegal and regulatoryobligations, including certain complianceand reporting obligations intended to protectinvestors, that apply to investment companiessuch as mutual funds and exchange - tradedfunds, or to obligations applicable to investmentadvisers. • Due to the unregulated nature and lack of transparencysurroundingthe operations of many Bitcoin trading venues, Bitcoin trading venues may experiencegreaterfraud, securityfailures or regulatoryor operational problems than trading venues for more established assetclasses, whichmay result in a lossof confidencein Bitcoin trading venues and adverselyaffect the value of Pubco’sBitcoin holdings. • Bitcoin is created and transmitted through the operations of the peer - to - peer Bitcoin network, a decentralized networkof computersrunning softwarefollowing the Bitcoin protocol. If the Bitcoin networkis disrupted or encountersany unanticipated difficulties, the value of Bitcoin could be negatively impacted.
Risk Factors (Cont’d) 31 Risks Related to the Business and Bitcoin Strategy of Pubco (Cont’d) • Bitcoin is created and transmitted through the operations of the peer - to - peer Bitcoin network, a decentralized network of computers running software following the Bitcoin protocol. If the Bitcoin network is disrupted or encounters any unanticipated difficulties, the value of Bitcoin could be negatively impacted. • Pubco may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm Pubco’s business, financial condition, and operating results. • Pubco’s compliance and risk management methods might not be effective and may result in outcomes that could adversely affect Pubco’s reputation, operating results, and financial condition. • Pubco’s mission and operations will include furthering the acceleration of Bitcoin adoption and the fusion of Bitcoin into finance and capital markets, accumulating, safeguarding and compounding Bitcoin, providing Bitcoin - related advisory services and potentially, generating in - kind Bitcoin yield, among other potential operations. Pubco has not previously engaged in these, or similar, businesses and operations, and growing these operations could be difficult for us, including, without limitation, due to operational challenges and significant competition. • Pubco may engage in Bitcoin - related activities in the future, including acquisition, safeguard and compounding of Bitcoin and providing Bitcoin - related advisory services, all of which may be subject to regulation. Pubco has not previously engaged in these business lines and may be unable to implement its business plan, including, without limitation, due to operational challenges, significant competition and regulation. • Changes in laws or regulations, or a failure to comply with any laws and regulations, including any applicable financial industry regulation, could have a material adverse impact on Pubco and its activities. • Bitcoin’s underlying reliance on energy to facilitate transactions is uncertain and fluctuates based on supply, demand and network capacity at the time of a transaction, and fluctuations in energy costs, including gas, oil, fuel, electricity and renewable energy, even temporarily, could harm operating results. • If we were considered to be a “shell company” by Nasdaq, or another stock exchange on which we apply for listing, or by the SEC, we may be unable to list our Pubco Class A Common Stock on a stock exchange and the Business Combination would not occur. • We could be considered to be a “shell company” and we expect to be considered the successor to a shell company, and therefore, we and our stockholders would be restricted in reliance on certain rules or forms in connection with the offering, sale or resale of securities. Risks Related to Being a Public Company • The market price of Pubco Class A Common Stock may be volatile and decline materially as a result of volatility in Bitcoin or the digital asset markets generally, or for other reasons. Investors should be aware that they may lose some or all of their investment. • The principal assets of Pubco following the Business Combination will be its Bitcoin holdings and cash and cash equivalents from the proceeds of the Business Combination and the Private Placements not invested in Bitcoin. Although Pubco is expected to have certain other operations, Pubco will depend on such retained cash and cash equivalents to pay its debts and other obligations. • If securities or industry analysts do not publish research or reports about Pubco’s business or the Business Combination or publish negative reports, the market price of Pubco Class A Common Stock could decline. • Pubco’s ability to timely raise capital in the future may be limited, or may be unavailable on favorable terms, if at all. Pubco’s failure to raise capital when needed could harm its business, operating results and financial condition. • The issuance of additional shares and/or convertible securities by Pubco could make it difficult for another company to acquire Pubco, may dilute the ownership of Pubco stockholders and could adversely affect the price of Pubco Class A Common Stock. • Future resales of Pubco Class A Common Stock after the consummation of the Business Combination may cause the market price of Pubco’s securities to drop significantly, even if Pubco’s business is doing well. • Pubco will incur higher costs post - Business Combination as a result of being a public company, including additional legal, accounting, insurance and other expenses, as well as costs associated with public company reporting requirements. • Pubco’s management team is expected to have limited experience managing and operating a U.S. public company. • If Pubco is unable to maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected. • Pubco’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes - Oxley Act that will be applicable to it following consummation of the Business Combination could have a material adverse effect on its business, financial condition, results of operations, cash flow and prospects. • Pubco will be an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make Pubco Class A Common Stock less attractive to investors.
Risk Factors (Cont’d) 32 Risks Related to the Business Combination • The market price of Pubco Class A Common Stock after the Business Combination will be affected by factors different from those currently affecting the prices of Class A ordinary shares of CEPO (“CEPO Class A Ordinary Shares”). • The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement among the Parties (the “Business Combination Agreement”) may be terminated in accordance with its terms and the Business Combination may not be completed. • The Business Combination Agreement contains provisions that limit CEPO from seeking an alternative business combination. • Neither CEPO nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post - closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties in the Business Combination Agreement made by Pubco or any other party thereto ultimately proves to be inaccurate or incorrect . • Investors in the Private Placements will experience immediate and material dilution upon closing of the Business Combination as a result of the Class B ordinary shares of CEPO (the “CEPO Class B Ordinary Shares”) held by the sponsor of CEPO (the “Sponsor”), since the value of the CEPO Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco Class A Common Stock at such time is substantially less than $ 10 . 00 per share . • Since the Sponsor and CEPO’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of CEPO’s public shareholders, a conflict of interest may exist in determining whether the Business Combination with Pubco is appropriate as CEPO’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEPO if the Business Combination or any
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.