Form 8-K

8-K — Cantor Equity Partners I, Inc.

Accession: 0001213900-26-092163

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0002027708

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0302895-8k_cantor1.htm (Primary)

EX-10.1 — TERMINATION AND RELEASE AGREEMENT, DATED AS OF AUGUST 20, 2026, BY AND AMONG CEPO, PUBCO, NEWCO, THE SELLER, THE SPONSOR, AND THE OTHER PARTIES NAMED THEREIN (ea030289501ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0002027708

2026-08-20

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 20, 2026

CANTOR EQUITY PARTNERS I, INC.

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-42464

98-1576503

(State or other jurisdiction

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

110 East 59th Street

New York, NY 10022

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (212) 938-5000

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class A ordinary shares, par value $0.0001 per share

CEPO

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

The

information contained in Item 1.02 of this Current Report on Form 8-K with respect to the Termination and Release Agreement (as defined

below) is incorporated by reference into this Item 1.01.

Item

1.02 Termination of a Material Definitive Agreement.

previously disclosed, Cantor Equity Partners I, Inc., a Cayman Islands exempted company (“CEPO”), entered into a business

combination agreement, dated as of July 16, 2025, as amended on March 25, 2026 (the “Business Combination Agreement”), 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 (“BSTR” or the “Seller”), and the other parties thereto.

On July 8, 2026, CEPO announced that CEPO and BSTR were discussing a potential revised structure and amended terms for the previously

announced business combination and would not complete the transaction on the terms initially set forth in the Business Combination Agreement

(such business combination, the “Business Combination” and together with the other transactions contemplated by the Business

Combination Agreement, the “Proposed Transactions”).

August 20, 2026, the parties to the Business Combination Agreement, Cantor EP Holdings I, LLC, a Delaware limited liability company (the

“Sponsor”), and Blockstream Capital Partners LLC, a Cayman Islands limited liability company (“BCP”), entered

into a Termination and Release Agreement (the “Termination and Release Agreement”) to terminate the Business Combination

Agreement in its entirety pursuant to Section 10.1(a) thereof (the “Termination”).

Pursuant

to the Termination and Release Agreement, the Seller agreed to pay to CEPO, or to request BCP to pay to CEPO, an aggregate of $15,000,000

in cash, of which $10,000,000 shall be paid on September 19, 2026, and $5,000,000 shall be paid on December 1, 2026. Additionally, concurrently

with the termination of the Business Combination Agreement, each of the Ancillary Documents (as defined in the Business Combination Agreement)

were automatically terminated. As a result, the Business Combination Agreement and Ancillary Documents (collectively, the “Transaction

Documents”) are of no further force and effect. Each party to the Business Combination Agreement has released the other parties

from any and all liabilities, damages and claims, known and unknown, relating to the Transaction Documents, any breaches thereunder and

the Proposed Transactions, subject to certain exceptions set forth in the Termination and Release Agreement, including the waiver of

claims against CEPO’s trust account. The Termination and Release Agreement also contains a covenant not to sue and other customary

terms.

The

foregoing summary of the Termination and Release Agreement is qualified in its entirety by the text of the Termination and Release Agreement,

a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

previously disclosed, the pending private placements in connection with the Business Combination pursuant to the subscription agreements

among CEPO, BSTR, Newco and the investors party thereto, as applicable (the “Subscription Agreements”), are not required

to be consummated, and the respective Subscription Agreements automatically terminated in accordance with their terms.

Item

8.01 Other Events.

connection with the Termination, Cantor Fitzgerald & Co. (“CF&Co.”), CEPO and Pubco terminated that certain engagement

letter, dated July 17, 2025, among such parties, which provided for the engagement by Pubco and CEPO of CF&Co. as lead placement

agent and arranger for certain proposed private placements undertaken in connection with the Proposed Transactions. This termination

contained mutual releases by the parties from any and all liabilities, and damages and claims, known and unknown, any breaches thereunder

and the proposed private placements, subject to certain exceptions, as well as a covenant not to sue and other customary terms. Additionally,

CF&Co. terminated that certain engagement letter, dated July 17, 2025, with CEPO, pursuant to which CEPO had engaged CF&Co. as

its exclusive financial advisor for the Proposed Transactions.

a result of the Termination, Pubco and Newco intend to withdraw the Registration Statement on Form S-4, as amended from time to time,

initially filed by Pubco and Newco with the U.S. Securities and Exchange Commission on May 14, 2026.

a result of the Termination, the board of directors of CEPO will not be calling a new general meeting of shareholders to approve the

transaction with BSTR or related proposals. CEPO currently intends to renew its search for an alternative target business with which

to consummate an initial business combination.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1+

Termination and Release Agreement, dated as of August 20, 2026, by and among CEPO, Pubco, Newco, the Seller, the Sponsor, and the other parties named therein.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

+ Certain

schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CEPO will provide a copy

of such omitted materials to the Securities and Exchange Commission or its staff upon request.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

August 20, 2026

CANTOR

EQUITY PARTNERS I, INC.

By:

/s/

Brandon Lutnick

Name:

Brandon Lutnick

Title:

Chief Executive Officer

EX-10.1 — TERMINATION AND RELEASE AGREEMENT, DATED AS OF AUGUST 20, 2026, BY AND AMONG CEPO, PUBCO, NEWCO, THE SELLER, THE SPONSOR, AND THE OTHER PARTIES NAMED THEREIN

EX-10.1

Filename: ea030289501ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

TERMINATION

AND RELEASE AGREEMENT

THIS

TERMINATION AND RELEASE AGREEMENT, dated as of August 20, 2026 (this “Agreement”), is entered into by and among

(i) Cantor Equity Partners I, Inc., a Cayman Islands exempted company (“SPAC”), (ii) BSTR Holdings, Inc., a

Delaware corporation (“Pubco”), (iii) BSTR Intermediate, a Cayman Islands exempted company (“SPAC

Merger Sub”), (iv) BSTR Newco, LLC, a Delaware limited liability company (“Newco”), (v) BSTR Holdings

(Cayman), a Cayman Islands limited liability company treated as a corporation for U.S. federal income tax purposes (the “Seller”),

(vi) PEMS Sub A, Inc., a Delaware corporation (“SPAC Subsidiary A”), (vii) PEMS Sub B, Inc., a Delaware corporation

(“SPAC Subsidiary B”), (viii) PEMS Merger Sub C, Inc., a Delaware corporation (“Newco Merger Sub”

and together with SPAC Subsidiary A and SPAC Subsidiary B, the “SPAC Subsidiaries” and each, a “SPAC

Subsidiary”), (ix) Cantor EP Holdings I, LLC, a Delaware limited liability company (“Sponsor”) and (x)

Blockstream Capital Partners LLC, a Cayman Islands limited liability company (“BCP”). SPAC, Pubco, SPAC Merger Sub,

Newco, the Seller, SPAC Subsidiary A, SPAC Subsidiary B, Newco Merger Sub, Sponsor and BCP (as applicable) are sometimes referred to

herein individually as a “Party” and, collectively, as the “Parties”.

I T N E S S E T H:

WHEREAS,

on July 16, 2025, SPAC, Pubco, SPAC Merger Sub, Newco, the Seller, SPAC Subsidiary A, SPAC Subsidiary B and Newco Merger Sub entered

into a Business Combination Agreement (as amended on March 25, 2026, the “BCA”); and

WHEREAS,

the Parties desire to terminate the BCA pursuant to Section 10.1(a) of the BCA and to be bound by the other provisions set forth hereinafter.

NOW,

THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE

TERMINATION AND RELEASE

1.1

Termination of BCA. SPAC and the Seller hereby mutually consent and agree to terminate the BCA in its entirety effective upon

the execution and delivery of this Agreement, pursuant to Section 10.1(a) of the BCA, and in consideration of the foregoing, Seller shall

pay, or shall request BCP to pay (and BCP, if so requested, shall pay), to SPAC, in immediately available funds to the account specified

on Schedule A, cash in the aggregate amount of $15,000,000 (the “Termination Payment”), which Termination

Payment shall be paid to SPAC in the amounts and on or before the dates set forth below in this Section 1.1:

(i)

$10,000,000 shall be paid on September 19, 2026; and

(ii)

$5,000,000 shall be paid on December 1, 2026.

1.2

Termination of Ancillary Documents. The Parties acknowledge and agree that (i) the Contribution Agreement, the Sponsor Support

Agreement and any other Ancillary Document providing for automatic termination upon termination of the BCA shall be automatically terminated,

without further action on the part of the parties thereto, concurrent with the termination of the BCA pursuant hereto, and (ii) each

other Ancillary Document providing for automatic termination upon expiration of the long stop date included therein (July 16, 2026) terminated

and became void and of no further force and effect, and all rights and obligations of the parties thereunder terminated without any further

liability on the part of any party in respect thereof, in accordance with their terms. The Parties further acknowledge and agree that

the Ancillary Documents shall be of no further force or effect, including provisions of any such Ancillary Document that by their terms

would otherwise have survived the termination of such Ancillary Document.

1.3

Mutual Release; Covenant Not to Sue.

(a)

Notwithstanding anything in the BCA or any Ancillary Document that may be deemed to be to the contrary, effective upon execution and

delivery of this Agreement, each Party, for and on behalf of itself and its Related Parties (as defined below), does hereby unequivocally,

irrevocably, completely, finally and forever release and discharge, and hold harmless, each other Party and any of their respective former,

current or future officers, directors, agents, advisors, attorneys, counsel, representatives, managers, members, partners, shareholders,

employees, financing sources, Affiliates (including controlling persons and parent companies) and their respective officers, directors,

members, managers and employees, principals, and any heirs, executors, administrators, successors or assigns of any said person or entity

(“Related Parties”), from, without limitation, any and all past, present, direct, indirect, and derivative

liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees, accounts, reckonings,

bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages,

judgments, remedies, executions, demands, liens and damages of whatever nature, whether in law, equity or otherwise, asserted or that

could have been asserted, under federal or state statute, or common law, known or unknown, suspected or unsuspected, foreseen or unforeseen,

anticipated or unanticipated, whether or not concealed or hidden, from the beginning of time until the date of execution of this Agreement,

that in any way arise from or out of, are based upon, or are in connection with or relate to (i) the BCA, the Ancillary Documents and

the other agreements and documents contemplated hereby or thereby (collectively, the “Transaction Documents”),

(ii) any breach, non-performance, action or failure to act under the Transaction Documents, and (iii) the proposed Transactions, including

the events leading to the termination of the BCA or any Ancillary Document including the dissolution of any entity (collectively, the

“Released Matters”); provided, however, that, (x) no Party shall be released from any breach, non-performance,

action or failure to act under this Agreement, (y) notwithstanding anything to the contrary contained in this Agreement, the provisions

of Section 11.1 (Waiver of Claims Against Trust) of the BCA shall continue to apply to Newco, Pubco, SPAC Merger Sub, and the Seller,

regardless of this Agreement and the releases contained herein, and (z) nothing in this Section 1.3 shall release, or be construed

to release, any Party or its Related Parties from any liability to the extent arising out of or resulting from fraud by such Party or

any of its Related Parties; provided further that if the Seller or BCP, as applicable, fail to pay any of the installments of the Termination

Payment set forth in Section 1.1 within seven days of the date set forth therein for such installment, then the release of the

other Parties by each of SPAC, each SPAC Subsidiary and Sponsor pursuant to this Section 1.3(a) (including the applicability of

Section 1.3(b) and Section 1.3(c)) shall automatically be deemed null and void and of no further force or effect.

(b)

It is understood and agreed that, except as provided in the first proviso to the last sentence of Section 1.3(a), Section 1.3(a)

is a full and final release covering all known as well as unknown or unanticipated debts, claims or damages of the Parties and their

Related Parties relating to or arising out of the Transaction Documents. Therefore, each of the Parties expressly waives any rights it

may have under any statute or common law principle under which a general release does not extend to claims which such Party does not

know or suspect to exist in its favor at the time of executing the release, which if known by such Party must have affected such Party’s

settlement with the other. In connection with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or

agents may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect

to the Released Matters, but that it is their intention hereby fully, finally and forever to settle and release all of the Released Matters.

In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete mutual releases with regard

to the Released Matters notwithstanding the discovery or existence of any such additional or different claim or fact.

(c)

Except as provided in the first proviso to the last sentence of Section 1.3(a), each Party, on behalf of itself and its Related

Parties, hereby covenants to each other Party and their respective Related Parties not to, with respect to any Released Claim, directly

or indirectly bring, encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by

such Party or its Related Parties or any third party of a suit, arbitration, mediation, or claim (including a third party or derivative

claim) against any other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section

1.3 shall survive this Agreement indefinitely regardless of any statute of limitations.

ARTICLE

MISCELLANEOUS

2.1

Representations and Warranties of the Parties. Each Party, on behalf of itself and its Related Parties, represents and warrants

to the other Parties as follows:

(a)

The execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the transactions contemplated

hereby are within the corporate powers of such Party and have been duly authorized by all necessary action on the part of such Party.

This Agreement constitutes a valid and legally binding agreement of such Party, enforceable against such Party in accordance with its

terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’

rights generally and by general principles of equity.

(b)

None of the execution, delivery or performance by such Party of this Agreement or the transactions contemplated hereby does or will (i)

contravene or conflict with the organizational documents of such Party, (ii) contravene or conflict with or constitute a violation of

any provision of any Law or Order binding upon or applicable to such Party or by which any of such Party’s assets is or may be

bound), or (iii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or require

a consent or waiver under, any of the terms, conditions or provisions of any contractual restriction binding on such Party or affecting

such Party or any of its assets.

2.2

Notices. Any notice under this Agreement shall be sent in writing, and shall be deemed given in accordance with the provisions

of Section 12.2 of the BCA (which provision of the BCA shall survive solely for purposes of this Section 2.2 and the first proviso

to the last sentence of Section 1.3(a)).

2.3

Amendments; No Waivers; Remedies. This Agreement cannot be amended, except by a writing signed by each Party, and cannot be terminated

orally or by course of conduct. No provision hereof can be waived, except by a writing signed by the Party against whom such waiver is

to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given. Neither any

failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing

shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition.

No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of the Party giving such

notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement.

No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as

appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect

to any other breach. Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other

right or remedy stated herein or that otherwise may be available.

2.4

Severability. A determination by a court or other legal authority that any provision that is not of the essence of this Agreement

is legally invalid shall not affect the validity or enforceability of any other provision hereof. The Parties shall cooperate in good

faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision,

as alike in substance to such invalid provision as is lawful.

2.5

Governing Law; Jurisdiction; Enforcement. This Agreement shall be construed in accordance with and governed by the laws of the

State of Delaware, without giving effect to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that

any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and

enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party

hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware (or,

to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and the Parties will

endeavor to have such Action assigned to the Delaware Complex Commercial Litigation Division thereof), or, if it has or can acquire jurisdiction,

in the United States District Court for the District of Delaware. Each of the Parties hereto hereby irrevocably submits with regard to

any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction

of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated

by this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not

to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it

is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance

with the provisions of this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court

or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid

of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any

claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action

or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

2.6

Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY

MAY HAVE TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT. Each of the Parties to this Agreement acknowledges that it has been represented in connection with the

signing of the foregoing waiver by independent legal counsel selected by it and that such Party has discussed the legal consequences

and import of such waiver with legal counsel. Each of the parties to this Agreement further acknowledges that it has read and understands

the meaning of such waiver and grants such waiver knowingly, voluntarily, without duress and only after consideration of the consequences

of this waiver with legal counsel.

2.7

No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party

without the prior written consent of the other Parties hereto and any attempt to do so shall be void, except for assignments and transfers

by operation of any laws. Subject to the preceding sentence and Section 2.11 hereof, this Agreement is binding upon, inures to

the benefit of and is enforceable by the Parties and their respective successors and permitted assigns.

2.8

Third-Party Beneficiaries. Each Party acknowledges and agrees that each Party’s Related Parties are express third-party

beneficiaries of the releases of such Related Parties and covenants not to sue such Related Parties contained in Section 1.3 of

this Agreement and the covenants contained in Sections 2.1 and 2.2 of this Agreement and are entitled to enforce rights

under such section to the same extent that such Related Parties could enforce such rights if they were a party to this Agreement. Except

as provided in the preceding sentence, there are no third-party beneficiaries to this Agreement.

2.9

Entire Agreement. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and

supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged

herein. No provision of this Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct

or course of conduct or by any trade usage.

2.10

Interpretation. The headings used in this Agreement have been inserted for convenience of reference only and do not define or

limit the provisions hereof. In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include

the corresponding masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and

vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors

and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity;

description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”;

and (d) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement

shall be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement.

2.11

Equitable Relief. Notwithstanding anything herein to the contrary, the Parties agree that irreparable damage would occur if any

of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly

agreed that the Parties shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent

breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the requirement to post any

bond or other security or to prove that money damages would be inadequate.

2.12

Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original,

but all of which shall constitute one agreement. This Agreement shall become effective upon delivery to each Party of an executed counterpart

or the earlier delivery to each party of original, photocopied, or electronically transmitted (including scanned .pdf image) signature

pages that together (but need not individually) bear the signatures of all other Parties.

{The

remainder of this page intentionally left blank; signature pages to follow}

WITNESS WHEREOF, the Parties hereto have caused this Termination and Release Agreement to be duly executed as of the day and year

first above written.

SPAC:

CANTOR EQUITY PARTNERS I, INC.

By:

/s/ Brandon Lutnick

Name:

Brandon Lutnick

Title:

Chief Executive Officer

Newco:

BSTR NEWCO, LLC

By:

/s/ Adam Back

Name:

Adam Back

Title:

Authorized Person

Pubco:

BSTR HOLDINGS, INC.

By:

/s/ Adam Back

Name:

Adam Back

Title:

Authorized Person

SPAC Merger Sub:

BSTR INTERMEDIATE

By:

/s/ Adam Back

Name:

Adam Back

Title:

Authorized Person

{Signature Page to Termination and Release Agreement}

IN WITNESS WHEREOF, the

Parties hereto have caused this Termination and Release Agreement to be duly executed as of the day and year first above written.

The Seller:

BSTR HOLDINGS (CAYMAN)

By:

/s/ Adam Back

Name:

Adam Back

Title:

Authorized Person

SPAC Subsidiaries:

PEMS SUB A,

INC.

By:

/s/ Brandon Lutnick

Name:

Brandon Lutnick

Title:

Chief Executive Officer

PEMS SUB B,

INC.

By:

/s/ Brandon Lutnick

Name:

Brandon Lutnick

Title:

Chief Executive Officer

PEMS MERGER SUB C, INC.

By:

/s/ Brandon Lutnick

Name:

Brandon Lutnick

Title:

Chief Executive Officer

Sponsor:

CANTOR EP HOLDINGS I, LLC

By:

/s/ Brandon Lutnick

Name:

Brandon Lutnick

Title:

Chief Executive Officer

{Signature Page to Termination and Release

Agreement}

WITNESS WHEREOF, the Parties hereto have caused this Termination and Release Agreement to be duly executed as of the day and year

first above written.

BLOCKSTREAM CAPITAL PARTNERS LLC

By:

/s/ Oleg Mikhalsky

Name:

Oleg Mikhalsky

Title:

Authorized Person

{Signature

Page to Termination and Release Agreement}

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Title of a 12(b) registered security.

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-Publisher SEC

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-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Publisher SEC

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

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-Section 425

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