IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 8, 2025, raising $200 million from the sale of 20 million Class A ordinary shares at $10.00 per share[128]. - An additional $5 million was raised through the private placement of 500,000 Class A ordinary shares at the same price to the sponsor[129]. - A total of $200 million from the IPO and private placement proceeds was placed in a trust account, which can only be invested in U.S. government securities or held as cash until the completion of a business combination[130]. - The company plans to issue $500 million in 1.00% convertible senior secured notes due five years after the closing, with options for additional notes totaling up to $250 million[136]. - The total aggregate principal amount of convertible notes to be issued at closing will be $574.69 million, combining both July and August private placements[138]. - The company has also agreed to issue approximately 3,019,200 shares of preferred stock at closing, with a total principal amount of $301.92 million[142]. - The company entered into subscription agreements for the CEPO Cash Equity PIPE, agreeing to sell 40,000,000 Class A ordinary shares at $10.00 per share for a total of $400,000,000[143]. - The July CEPO BTC Equity PIPE involves investors purchasing Class A ordinary shares in exchange for 4,156.11 Bitcoin, with the share price determined by the average Bitcoin price prior to the transaction[144]. - The Newco Subscription Agreements include a commitment from investors to purchase Newco Interests for 865 Bitcoin, with shares issued based on the Bitcoin contribution and the Closing Bitcoin Price[145]. Business Combination - A business combination agreement was entered into on July 16, 2025, with BSTR Holdings, Inc., involving a merger that will result in the company becoming a wholly owned subsidiary of Pubco[134]. - The company has a 24-month period, ending January 8, 2027, to complete a business combination, or it will liquidate and redeem public shares at the amount in the trust account[131]. - The SEC's new rules for SPACs, effective July 1, 2024, may impact the company's ability to negotiate and complete its business combination[132]. - The company is focusing its search for target businesses in financial services, healthcare, real estate services, technology, and software industries[127]. - The Sponsor has committed to loan the company up to $1,750,000 to cover transaction costs related to the Business Combination[150]. - The company has engaged Cantor Fitzgerald & Co. for advisory services related to the Business Combination, with a fee of $7,000,000 payable upon consummation[159]. Financial Performance - As of September 30, 2025, the company reported a net income of approximately $1,191,000, primarily from $2,149,000 in interest income, offset by various expenses[154]. - For the nine months ended September 30, 2025, the company had a net income of approximately $4,140,000, driven by $5,465,000 in interest income[156]. - The company had a working capital deficit of approximately $417,000 as of September 30, 2025, compared to approximately $299,000 as of December 31, 2024[149]. - The company has generated non-operating income from interest on funds held in the Trust Account, with no operating revenues until after the Business Combination[153]. Shareholder Information - As of September 30, 2025, there are 20,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity[167]. - The company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares immediately upon the closing of the Initial Public Offering[167]. - Net income (loss) per ordinary share is calculated by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding[168]. - The company applies the two-class method in calculating earnings per share, allocating net income (loss) pro rata to different classes of shares[168]. - As of September 30, 2025, there are no off-balance sheet arrangements or contractual obligations[170]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[171].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 8, 2025, raising $200 million from the sale of 20 million Class A ordinary shares at $10.00 per share[111]. - An additional $5 million was raised through a private placement of 500,000 Class A ordinary shares at the same price to the Sponsor[112]. - The company plans to raise $500 million through the issuance of 1.00% convertible senior secured notes due five years after the closing date of the Transactions[119]. - The company has also agreed to sell 40 million Class A ordinary shares for $400 million in a private placement immediately prior to the CEPO Merger[119]. Business Combination - The company has until January 8, 2027, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[114]. - A Business Combination Agreement was entered into on July 16, 2025, with BSTR Holdings, Inc., involving a merger that will result in the company becoming a publicly traded entity[117]. - The SEC's new rules for SPACs, effective July 1, 2024, may impact the company's ability to negotiate and complete its Business Combination[115]. - The company has engaged Cantor Fitzgerald & Co. for advisory services related to the Business Combination, with a fee of $7,000,000 payable upon consummation, representing 3.5% of the gross proceeds from the Initial Public Offering[134]. Financial Position - As of June 30, 2025, the company had a working capital deficit of approximately $75,000, compared to approximately $299,000 as of December 31, 2024[124]. - As of June 30, 2025, the company had $25,000 in cash in its operating account, up from $0 as of December 31, 2024[124]. - Approximately $3.316 million of interest income earned on funds held in the Trust Account was available to pay taxes as of June 30, 2025[124]. - As of June 30, 2025, the company had approximately $244,000 outstanding under the Sponsor Loan, with no borrowings under Working Capital Loans or the Sponsor Note[137]. Income and Expenses - For the three months ended June 30, 2025, the company reported a net income of approximately $1,955,000, primarily from $2,130,000 in interest income, offset by $145,000 in general and administrative expenses[130]. - For the six months ended June 30, 2025, the company had a net income of approximately $2,949,000, consisting of $3,316,000 in interest income, with $309,000 in general and administrative expenses[131]. - The company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination[129]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs, as well as due diligence expenses[129]. Liquidity and Support - The company has satisfied its liquidity needs through June 30, 2025, with a $25,000 contribution from the Sponsor and a $134,000 loan from the Sponsor, along with a commitment for an additional $1,750,000 for transaction costs related to a Business Combination[125][128]. - The Sponsor has committed to provide up to $1,750,000 in the Sponsor Loan for expenses related to identifying and evaluating target businesses[136]. Shareholder Information - As of June 30, 2025, the company had 20,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity[141]. - The company has not entered into any off-balance sheet arrangements or contractual obligations as of June 30, 2025[144].

Core Viewpoint - Monteverde & Associates PC is actively investigating several mergers involving various companies, highlighting potential shareholder interests and rights in these transactions [1][2][3]. Group 1: Mergers and Acquisitions - TLGY Acquisition Corporation is merging with StableCoinX Assets Inc., where each Class A ordinary share of TLGY will convert into one share of Class A common stock of StableCoinX [1]. - Eastern Michigan Financial Corporation is merging with Mercantile Bank Corporation, with each outstanding share of Eastern Michigan common stock converting into $32.32 in cash and 0.7116 shares of Mercantile common stock [1]. - Cantor Equity Partners I, Inc. is merging with BSTR Holdings, Inc., where Class B ordinary shares will convert into Class A ordinary shares of Cantor, and all Class A ordinary shares will be exchanged for Class A common stock of BSTR [2]. - Susquehanna Community Financial, Inc. is merging with Citizen & Northern Corp., with each outstanding share of Susquehanna common stock converting into 0.80 shares of Citizen & Northern common stock [2]. Group 2: Legal Representation and Services - Monteverde & Associates PC is recognized as a top firm in the 2024 ISS Securities Class Action Services Report, having recovered millions for shareholders [1]. - The firm operates from the Empire State Building and has a successful track record in litigating class action securities cases [3]. - The firm emphasizes the importance of legal representation for shareholders concerned about their rights in the context of these mergers [4].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 8, 2025, raising $200 million by issuing 20 million Class A ordinary shares at $10.00 per share[101]. - The company also raised an additional $5 million through a private placement of 500,000 Class A ordinary shares at the same price[102]. Financial Position - As of March 31, 2025, the company had approximately $200.5 million in cash equivalents and $650,000 in cash held in the Trust Account[120]. - The company has a working capital deficit of approximately $299,000 as of December 31, 2024, which improved to a working capital of approximately $196,000 by March 31, 2025[108]. - As of March 31, 2025, there are 20,000,000 Class A ordinary shares subject to possible redemption, classified as temporary equity[123]. - There are no off-balance sheet arrangements or contractual obligations as of March 31, 2025[126]. Business Operations - For the three months ended March 31, 2025, the company reported a net income of approximately $993,000, primarily from $1.186 million in interest income[113]. - The company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination[112]. Business Combination Plans - The company has until January 8, 2027, to complete a Business Combination, or it will liquidate and redeem public shares at a price equal to the amount in the Trust Account[104]. - The company has engaged Cantor Fitzgerald & Co. for advisory services related to the Business Combination, with a fee of $7 million payable upon consummation[116]. - The Sponsor has committed to provide up to $1.75 million in loans to cover transaction costs related to the Business Combination[109]. - The company is focusing its search for target businesses in the financial services, healthcare, real estate services, technology, and software industries[100]. Accounting and Reporting - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies[122]. - The company applies the two-class method for calculating earnings per share, allocating net income pro rata to different classes of shares[124]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[127].

IPO and Trust Account - The company completed its Initial Public Offering on January 8, 2025, issuing 20,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $200,000,000[26]. - A total of $200,000,000 from the IPO and Private Placement was placed in a Trust Account, which may only be invested in U.S. government securities or held as cash until the Business Combination is completed or the Trust Account is distributed[27]. - The company has until January 8, 2027, to consummate the Business Combination, or it will cease operations and redeem Public Shares at a cash price equal to the amount in the Trust Account[28]. - The Public Shares are traded on Nasdaq under the symbol "CEPO," and commenced trading on January 7, 2025[29]. - The company has $200.0 million available for the Business Combination as of January 8, 2025, after accounting for a $7,000,000 Marketing Fee and other expenses[65]. - The Business Combination will be financed through cash from the Trust Account, net proceeds from securities sales, and potentially debt financing, with no current third-party financing secured[66][68]. - The actual per-share redemption amount may be less than $10.15 due to potential claims from creditors against the Trust Account[113]. - The Trust Account funds may be subject to claims or bankruptcy risks, which could affect the availability of funds for the Business Combination[124]. Business Combination Strategy - The company is targeting acquisition opportunities primarily in the financial services, healthcare, real estate services, technology, and software industries[32]. - The Business Combination must have an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement[35]. - The company may seek additional financing through private placements or debt offerings to complete the Business Combination, which could lead to dilution for Public Shareholders[41]. - The company anticipates that the post-Business Combination entity will own or acquire at least 50% of the voting securities of the target business[38]. - The company is focusing on a single industry for the Business Combination, which may limit diversification and increase risk exposure[77]. - A thorough due diligence review will be conducted for prospective target businesses, including meetings with management and financial information reviews[74]. - The company may engage professional firms for business acquisitions and pay fees based on negotiated terms, but no arrangements are currently in place for additional funding[70]. - The company may face intense competition from other SPACs and private investors for attractive acquisition targets, potentially complicating the Business Combination process[43]. - The company may seek additional financing to acquire larger target businesses, which could lead to material dilution for Public Shareholders[68]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares at a price of $10.15 per Public Share, which includes $0.15 funded by the Sponsor Note[89]. - The redemption process allows Public Shareholders to redeem shares regardless of their voting stance on the Business Combination[90]. - If shareholder approval is required, a quorum consists of holders of a majority of the issued and outstanding Ordinary Shares, with only 36.3% of Public Shares needed for approval[96]. - The Sponsor and officers have agreed to waive their redemption rights for any shares held in connection with the Business Combination[89]. - If the Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to any redemption[104]. - The Company may limit redemption rights to 15% of Public Shares for shareholders acting in concert to prevent undue influence on the Business Combination[100]. - The redemption offer will remain open for at least 20 business days in accordance with SEC rules[94]. - If the Business Combination is not approved by the end of the Combination Period, the Company will redeem Public Shares at the amount in the Trust Account[106]. - Any redemption requests can be withdrawn with the Company's consent up to the date of the general meeting[103]. - The per-share redemption amount for Public Shareholders upon dissolution is expected to be $10.15, which includes $0.15 per share funded by the Sponsor Note[110]. - If the Business Combination is not completed by the end of the Combination Period, all costs associated with the dissolution plan will be funded from amounts held outside the Trust Account, with no assurance of sufficient funds[109]. - The Sponsor has waived rights to liquidating distributions from the Trust Account for Founder Shares or Private Placement Shares if the Business Combination is not completed[107]. Management and Governance - The company has two executive officers and no full-time employees, with officers devoting time as necessary until the Business Combination is completed[119]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements for the prospective target business[120][121]. - The company will remain an emerging growth company until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion[123]. - The company is classified as a "controlled company" under Nasdaq standards, allowing it to utilize exemptions from certain corporate governance requirements[64]. - The Audit Committee is chaired by Douglas Barnard and includes Robert Sharp and Danny Salinas, with plans to appoint an additional independent director[195]. - The Compensation Committee is chaired by Robert Sharp and includes Douglas Barnard, both of whom are independent[197]. - The company has adopted charters for both the Audit and Compensation Committees, detailing their responsibilities and functions[196][197]. - The company has agreed to pay cash fees to independent directors of $50,000 per year, payable quarterly[210]. - The company will pay an amount equal to $10,000 per month to the Sponsor for office space and administrative support services[210]. - The beneficial ownership of Ordinary Shares as of March 28, 2025, includes 20,500,000 Class A ordinary shares and 5,000,000 Class B ordinary shares[215]. - The company has adopted a Clawback Policy compliant with SEC and Nasdaq rules for recovering erroneously awarded incentive-based compensation[201]. - The company does not have a standing nominating committee but intends to form one as required by law or Nasdaq rules[202]. - The company has not established specific minimum qualifications for director nominees but considers various factors such as integrity and professional reputation[204]. Financial Performance and Risks - As of December 31, 2024, the company reported a net loss of approximately $84,000, primarily due to general and administrative expenses[159]. - The company had approximately $134,000 outstanding under the Pre-IPO Note as of December 31, 2024, compared to $0 in 2023[155]. - The company has not commenced operations and has not generated any revenues to date, with all activities focused on completing the Initial Public Offering[158]. - The company has no borrowings under the Sponsor Note, the Sponsor Loan, or Working Capital Loans as of December 31, 2024[165]. - The company is evaluating the potential impacts of new SEC rules regarding climate-related disclosures, which may complicate periodic reporting[154]. - The company has sufficient working capital and borrowing capacity from the Sponsor to meet its needs through the earlier of the Business Combination consummation or one year from the report date[157]. - The company has identified critical accounting policies that involve significant judgment and complexity in financial reporting[166]. - The company maintained effective internal control over financial reporting as of December 31, 2024, with no changes that materially affected internal controls during the fiscal year[178]. - The company may face competition from well-established entities with greater resources in identifying and effecting business combinations[118]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but relies on third-party technologies for its operations[129]. - There is no guarantee that third parties will waive claims to the Trust Account, which could impact the funds available to Public Shareholders[112]. - The company has no operating history or revenue, which presents significant risks in selecting a suitable target business for the Business Combination[124].

As filed with the United States Securities and Exchange Commission on December 18, 2024. Registration No. 333-282947 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ Cantor Equity Partners I, Inc. (Exact name of registrant as specified in its charter) _________________________ | Cayman Islands | 6770 | 98-1576503 | | --- | --- | --- | | (State or other jurisdiction of | (Prima ...

As filed with the United States Securities and Exchange Commission on November 1, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ Cantor Equity Partners I, Inc. (Exact name of registrant as specified in its charter) _________________________ | Cayman Islands | 6770 | 98-1576503 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | ( ...