Cantor Equity Partners I, Inc.

Cantor Equity Partners I, Inc. (the "Company") is a blank check company, or SPAC, incorporated in the Cayman Islands on November 11, 2020, with the sole purpose of effecting a business combination ¹. The Company focuses its search for target businesses on companies operating in the financial services, digital assets, healthcare, real estate services, technology, and software industries ². As of December 31, 2025, the Company had not commenced operations and had not generated any operating revenues ³.

The core business model of Cantor Equity Partners I, Inc. is to identify and acquire a target company, thereby taking it public. The Company generates non-operating income from interest earned on funds held in its Trust Account ⁴. Its primary customer segments are not applicable as it is a blank check company, but its strategy involves leveraging the network and expertise of its management team and affiliates, including Cantor Fitzgerald, L.P., which specializes in financial and real estate services ⁵.

On July 16, 2025, the Company entered into a Business Combination Agreement with Pubco (BSTR Holdings, Inc.), CEPO Merger Sub, Seller (BSTR Holdings (Cayman)), Newco (BSTR Newco, LLC), CEPO Subsidiary A, CEPO Subsidiary B, and Newco Merger Sub ⁶. This transaction, referred to as the BSTR Business Combination, involves a series of mergers where the Company will merge into CEPO Merger Sub, and Newco Merger Sub will merge into Newco. As a result, CEPO Merger Sub will become a wholly-owned subsidiary of Pubco, CEPO Subsidiary B will become the managing member of Newco, and Pubco will become a publicly traded company ⁷.

In connection with the BSTR Business Combination, several private placement investments were arranged. The July Convertible Notes Subscription Agreements involved investors agreeing to purchase $500,000,000 ⁸ of 1.00% convertible senior secured notes due five years after closing ⁹. Additionally, options were granted to purchase up to $125,000,000 ¹⁰ in additional Convertible Notes (First Convertible Notes Option), another $125,000,000 ¹¹ in Convertible Notes (Second Convertible Notes Option), and 3,200,000 ¹² shares of 7.00% perpetual convertible preferred stock with an aggregate principal amount of up to $320,000,000 ¹³ (Preferred Stock Option) ¹⁴. Certain July Convertible Notes Investors exercised options to purchase an additional $34,870,000 ¹⁵ and $9,323,000 ¹⁶ in Convertible Notes, respectively ¹⁷. On August 7, 2025, additional August Convertible Notes Subscription Agreements were executed for $30,500,000 ¹⁸ aggregate principal amount of Convertible Notes ¹⁹. Cumulatively, the total aggregate principal amount of Convertible Notes to be issued by Pubco at Closing will be $574,693,000 ²⁰.

Regarding preferred stock, a July Preferred Stock Subscription Agreement was executed for 300,000 ²¹ shares of Preferred Stock with an aggregate principal amount of $30,000,000 ²² at a purchase price of $85.00 ²³ per share, totaling $25,500,000 ²⁴. Certain July Convertible Notes Investors also exercised their Preferred Stock Option to purchase approximately 2,236,000 ²⁵ shares of Preferred Stock with an aggregate principal amount of approximately $223,620,000 ²⁶ at $85.00 ²⁷ per share, for a total of approximately $190,080,000 ²⁸. On August 25, 2025, August Preferred Stock Subscription Agreements were entered into for an additional 482,924 ²⁹ shares of Preferred Stock with an aggregate principal amount of approximately $48,300,000 ³⁰ at $85.00 ³¹ per share, for approximately $41,050,000 ³². In total, Pubco will issue 3,019,200 ³³ shares of Preferred Stock at Closing with a total aggregate principal amount of $301,920,000 ³⁴ for a total purchase price of $256,632,000 ³⁵.

The CEPO Cash Equity PIPE Subscription Agreements involve investors purchasing 40,000,000 ³⁶ Class A ordinary shares at $10.00 ³⁷ per share for an aggregate of $400,000,000 ³⁸. Additionally, the July CEPO BTC Equity PIPE Subscription Agreements entail investors purchasing Class A ordinary shares at $10.00 ³⁹ per share in exchange for 4,156.11 ⁴⁰ Bitcoin ⁴¹. An August CEPO BTC Equity PIPE Subscription Agreement added 20 ⁴² Bitcoin to this, maintaining the total Bitcoin contribution at 5,021.11 ⁴³ Bitcoin ⁴⁴. The Newco Subscription Agreements involve Newco Equity Investors purchasing Newco Interests at $10.00 ⁴⁵ per interest in exchange for 865 ⁴⁶ Bitcoin ⁴⁷.

For the year ended December 31, 2025, the Company reported a net loss of approximately $6,657,000 ⁴⁸, primarily driven by a loss of approximately $13,197,000 ⁴⁹ from the change in fair value of forward sale securities and general and administrative expenses of approximately $855,000 ⁵⁰, partially offset by interest income of approximately $7,513,000 ⁵¹ on investments held in the Trust Account ⁵². In contrast, for the year ended December 31, 2024, the net loss was approximately $84,000 ⁵³, consisting solely of general and administrative expenses ⁵⁴. As of December 31, 2025, the Company had cash of $25,000 ⁵⁵ in its operating account and cash and cash equivalents held in the Trust Account of $207,513,481 ⁵⁶. Total liabilities were $13,997,210 ⁵⁷, including a forward sale securities liability of $13,196,864 ⁵⁸. The Company had a working capital deficit of approximately $589,000 ⁵⁹ as of December 31, 2025, compared to approximately $299,000 ⁶⁰ as of December 31, 2024 ⁶¹. Notes payable to related parties amounted to $485,504 ⁶² as of December 31, 2025, up from $134,240 ⁶³ in 2024 ⁶⁴.

The Company's operational developments during the period centered around the BSTR Business Combination. This included entering into the Business Combination Agreement on July 16, 2025, and securing various financing commitments through private placements, including convertible notes, preferred stock, and equity investments, some involving Bitcoin contributions ⁶⁵. The Sponsor also agreed to surrender 50% ⁶⁶ of its Class B ordinary shares immediately prior to the CEPO Merger and waive anti-dilution rights ⁶⁷.

Management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from the filing date of this report ⁶⁸. These funds will be used for paying existing accounts payable and consummating the BSTR Business Combination ⁶⁹. The Company has until January 8, 2027, to consummate the Business Combination ⁷⁰.

The primary growth area for the Company is the successful completion of the BSTR Business Combination, which will transform it from a blank check company into a publicly traded operating entity, Pubco ⁷¹. This transaction is expected to provide the target business with greater access to capital and enhanced means of creating management incentives aligned with shareholder interests ⁷². The BSTR Business Combination involves significant capital raises, including $574,693,000 ⁷³ in Convertible Notes, $301,920,000 ⁷⁴ in Preferred Stock (total purchase price $256,632,000 ⁷⁵), and $400,000,000 ⁷⁶ from the CEPO Cash Equity PIPE, along with contributions of 5,021.11 ⁷⁷ Bitcoin through the CEPO BTC Equity PIPE and Newco Private Placement ⁷⁸. The Company's acquisition strategy is to identify and acquire a company in an industry that complements the experience and expertise of its management team and the Sponsor and its affiliates, with a focus on financial services, digital assets, healthcare, real estate services, technology, and software industries ⁷⁹.

Regarding margin trajectory and cost structure, the Company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination ⁸⁰. Its current expenses are primarily general and administrative costs, which were approximately $855,000 ⁸¹ for the year ended December 31, 2025, and administrative expenses paid to the Sponsor of approximately $118,000 ⁸² for the same period ⁸³. The Company also incurred a significant loss of approximately $13,197,000 ⁸⁴ from the change in fair value of forward sale securities in 2025 ⁸⁵. The Company anticipates increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ⁸⁶.

Planned capital allocation includes the use of funds remaining in the Trust Account, net proceeds from the sale of securities in connection with the Business Combination, shares issued to target owners, and net proceeds from debt ⁸⁷. The Sponsor has committed up to $1,750,000 ⁸⁸ in a Sponsor Loan to fund expenses related to investigating and selecting a target business and other working capital requirements ⁸⁹. Additionally, the Sponsor has agreed to lend up to $3,000,000 ⁹⁰ via a Sponsor Note to be added to the Trust Account in connection with redemption events ⁹¹. The Company will pay a Marketing Fee of $7,000,000 ⁹² to CF&Co. upon consummation of the Business Combination ⁹³. CF&Co. will also receive a cash fee of up to approximately $54,500,000 ⁹⁴ for placement agent services related to the Private Placement Investments, and a $15,000,000 ⁹⁵ cash fee as exclusive financial advisor for the BSTR Business Combination ⁹⁶.

Management has explicitly flagged several structural headwinds and execution risks. The 2024 SEC SPAC Rules, effective July 1, 2024, may materially affect the Company's ability to negotiate and complete the Business Combination and may increase related costs and time ⁹⁷. The Company's status as a blank check company, with an obligation to seek shareholder approval for certain structures and provide redemption rights, may be viewed negatively by potential target businesses ⁹⁸. There is also a risk that the Company may not be able to select an appropriate target business or complete a Business Combination within the Combination Period ⁹⁹. The Company's ability to acquire larger target businesses is limited by its available financial resources, which could put it at a competitive disadvantage ¹⁰⁰. Furthermore, the lack of business diversification means that for an indefinite period after the Business Combination, the prospects for success may depend entirely on the future performance of a single business ¹⁰¹.

The Company faces several material risks, including the fundamental risk of being a blank check company with no operating history or revenue, and thus no basis to evaluate its ability to select a suitable target business for the Business Combination ¹⁰². There is no assurance that the Company will be able to complete the BSTR Business Combination or any other Business Combination within the Combination Period, which extends to January 8, 2027 ¹⁰³. The funds in the Trust Account, which totaled approximately $207,513,000 ¹⁰⁴ as of December 31, 2025, may not be protected against third-party claims or bankruptcy, potentially reducing the per-share redemption amount below $10.53 ¹⁰⁵ per Public Share ¹⁰⁶. Conflicts of interest may arise for the Sponsor and management due to their financial incentives, as the Sponsor's initial investment of approximately $0.005 ¹⁰⁷ per Founder Share could yield substantial profit even if the target business declines in value for Public Shareholders ¹⁰⁸. Increased competition from other SPACs and entities with greater financial resources may make it more difficult to find an attractive target and could increase the costs of completing a Business Combination ¹⁰⁹. Adverse developments in the financial services industry, including liquidity concerns or geopolitical instability such as military conflicts in Ukraine and the Middle East, could negatively impact the Company's business, financial condition, or ability to consummate the Business Combination ¹¹⁰. Regulatory review and approval requirements, including foreign investment regulations, could also impede the completion of a Business Combination ¹¹¹.

Management's overall tone emphasizes the Company's strategic focus on completing the BSTR Business Combination, leveraging the extensive experience of its team and affiliates in sourcing, structuring, and executing transactions across various industries, including financial services, digital assets, healthcare, real estate services, technology, and software ¹¹². They highlight the benefits of the SPAC structure as an alternative to a traditional IPO for target businesses, offering greater access to capital and improved management incentives ¹¹³. A key strategic priority is the successful execution of the BSTR Business Combination, which involves a complex series of mergers and significant private placement financings, including $574,693,000 ¹¹⁴ in convertible notes, $301,920,000 ¹¹⁵ in preferred stock, and $400,000,000 ¹¹⁶ in cash equity, along with Bitcoin contributions ¹¹⁷. Management also stresses their commitment to meeting liquidity needs through existing working capital and borrowing capacity from the Sponsor, ensuring funds are available for the Business Combination and ongoing operational expenses ¹¹⁸. They acknowledge the inherent risks of being a blank check company and the potential impact of regulatory changes and market volatility on their ability to complete the transaction ¹¹⁹.