{"filing":{"accession_number":"0001213900-26-066359","cik":"0002083564","ticker":null,"company_name":"BSTR Newco, LLC","form":"8-K","filing_date":"2026-06-08","report_date":null,"primary_document":"ea0293974-8k425_bstr.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2083564/000121390026066359/ea0293974-8k425_bstr.htm"},"events":[{"id":6262,"run_id":5489,"accession_number":"0001213900-26-066359","anchor_item_number":"2.03","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"BSTR Newco, LLC entered into a Business Combination Agreement with Cantor Equity Partners I, Inc. (a SPAC), involving a change of control through merger. The transaction is supported by an effective S-4 registration statement (filed June 5, 2026), private placement investments, and a proxy statement/prospectus mailed to shareholders for voting, creating direct financial obligations via convertible notes and preferred stock issuances.","company_name":"BSTR Newco, LLC","ticker":null,"filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5333,"accession_number":"0001213900-26-066359","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"BSTR entered into a $2.5M loan agreement on March 15, 2026, and amended it on June 2, 2026, to increase the principal to $3.6M. The loan is structured to fund operating costs and transaction expenses related to a pending business combination with Cantor Equity Partners I, Inc. While this is a material definitive agreement disclosure under Item 1.01, it does not fit cleanly into the ma_activity category because the loan itself is not the business combination—it is financing for the combination. The event is material to investors as it reflects the company's capital structure and liquidity position ahead of the pending merger, but the core transaction (the business combination) is separate and not yet consummated.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T21:13:12.991341+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5334,"accession_number":"0001213900-26-066359","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates by reference Item 1.01, which concerns a proposed business combination between BSTR Holdings and Pubco (a SPAC). The filing discloses a Business Combination Agreement, an effective S-4 registration statement (filed June 5, 2026), private placement investments, and a proxy statement/prospectus mailed to shareholders for voting. This is a material M\u0026A transaction involving a change of control through a SPAC merger, creating direct financial obligations via convertible notes and preferred stock issuances.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T21:13:12.991341+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5333,"accession_number":"0001213900-26-066359","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"BSTR entered into a $2.5M loan agreement on March 15, 2026, and amended it on June 2, 2026, to increase the principal to $3.6M. The loan is structured to fund operating costs and transaction expenses related to a pending business combination with Cantor Equity Partners I, Inc. While this is a material definitive agreement disclosure under Item 1.01, it does not fit cleanly into the ma_activity category because the loan itself is not the business combination—it is financing for the combination. The event is material to investors as it reflects the company's capital structure and liquidity position ahead of the pending merger, but the core transaction (the business combination) is separate and not yet consummated.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T21:13:12.991341+00:00","company_name":"BSTR Newco, LLC","ticker":null,"filing_date":"2026-06-08"},{"id":5334,"accession_number":"0001213900-26-066359","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates by reference Item 1.01, which concerns a proposed business combination between BSTR Holdings and Pubco (a SPAC). The filing discloses a Business Combination Agreement, an effective S-4 registration statement (filed June 5, 2026), private placement investments, and a proxy statement/prospectus mailed to shareholders for voting. This is a material M\u0026A transaction involving a change of control through a SPAC merger, creating direct financial obligations via convertible notes and preferred stock issuances.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T21:13:12.991341+00:00","company_name":"BSTR Newco, LLC","ticker":null,"filing_date":"2026-06-08"}]}