Cantor Equity Partners I, Inc. Annual Report Summary: Fiscal Year Ended December 31, 2025

Cantor Equity Partners I, Inc. (CEPI) is a Special Purpose Acquisition Company (SPAC) with a clear mission: to merge with a private operating company and bring it public. This summary offers investors a concise look at CEPI's performance and financial standing for the fiscal year ended December 31, 2025. It highlights our progress, financial health, and the key factors shaping our future as we work towards completing our business combination.

1. Business Overview

CEPI, a "blank check company" incorporated in Delaware, successfully completed its Initial Public Offering (IPO) on January 8, 2025. We formed CEPI to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. As a SPAC, CEPI has no operating history and generates no revenues from traditional business operations.

Key Achievement: The most significant development in 2025 was the signing of a definitive Business Combination Agreement on July 16, 2025, to merge with BSTR Holdings, Inc.

BSTR Holdings, Inc. (the "Target" or "Pubco") is a rapidly growing technology company specializing in AI-driven data analytics for the healthcare sector. This target aligns with CEPI's stated focus areas, which include financial services, digital assets, healthcare, real estate services, technology, and software. The merger is expected to value BSTR Holdings, Inc. at an implied enterprise value of approximately $1.5 billion.

As of June 30, 2025, CEPI's publicly traded shares had a market capitalization of approximately $238.0 million, with roughly 23.8 million shares trading at or slightly above their initial $10.00 IPO price per share.

2. Financial Performance

As a SPAC, CEPI does not generate revenue or profit from traditional business operations. Our financial activity primarily involves managing the funds raised from our IPO and covering expenses related to the merger process.

• Trust Account: CEPI placed the majority of its IPO proceeds, approximately $230 million (based on 23 million units at $10.00 each), into a segregated Trust Account. This account is designed to either fund the merger or be returned to public shareholders if a merger is not completed. As of December 31, 2025, the Trust Account held approximately $232.5 million, including accrued interest.

• Operating Expenses: For the fiscal year ended December 31, 2025, CEPI incurred operating expenses totaling approximately $3.5 million. These costs primarily covered legal, accounting, and administrative fees associated with the merger process.

• Affiliate Fees: CEPI committed a $7 million marketing fee to Cantor Fitzgerald & Co. (an affiliate), payable upon the successful completion of the merger.

• Funding Operations: CEPI's sponsor, Cantor EP Holdings I, LLC, covers day-to-day operational costs through loans. As of December 31, 2025, the outstanding balance on these loans (including the Pre-IPO Note and Sponsor Loan) was approximately $1.5 million (from a combined facility of up to $2.05 million). These loans are typically non-interest bearing and repayable upon merger completion or liquidation.

3. Risk Factors

Investors should be aware of several key risks associated with CEPI:

• Merger Failure: The proposed merger with BSTR Holdings, Inc. could fail if conditions are not met (e.g., regulatory hurdles, insufficient PIPE funding, or lack of shareholder approval). This could lead to CEPI's liquidation and a return of funds (minus expenses) to shareholders.
• Performance of BSTR Holdings, Inc.: Even if the merger completes, the combined company's future financial performance and stock price are uncertain. Success depends on BSTR's ability to execute its business plan in a highly competitive and evolving healthcare technology market.
• Redemption Risk: A high rate of shareholder redemptions (investors choosing to get their money back instead of holding shares in the combined company) could significantly reduce the cash available for the merger. This might jeopardize the deal or leave the combined company undercapitalized.
• Dilution from Founder Shares and Warrants: The sponsor's "Founder Shares," acquired at a nominal cost, represent a substantial equity stake (typically 20%) post-merger. Additionally, outstanding public and private warrants (e.g., 11.5 million public warrants at an exercise price of $11.50) could lead to significant dilution if exercised, potentially reducing the per-share value for existing public investors.
• Conflicts of Interest: Management's dual roles with Cantor Fitzgerald, L.P. could create situations where decisions may not solely prioritize public shareholder interests, particularly concerning deal terms or target selection.
• Trust Account Claims: While designed for protection, the Trust Account could potentially be subject to claims from third-party creditors (e.g., vendors or service providers) before the merger is completed, which could reduce the funds available for shareholders.
• No Independent Operations: CEPI is a "shell company" with no intrinsic business operations; its value depends entirely on the success of the merger and the subsequent performance of BSTR Holdings, Inc.
• Regulatory Scrutiny: Increased regulatory scrutiny from the SEC on SPACs could introduce additional compliance requirements or impact market sentiment, potentially affecting the merger timeline or BSTR's post-merger valuation.

4. Management Discussion and Analysis (MD&A)

Overview: Fiscal year 2025 marked a significant milestone for CEPI. We successfully identified BSTR Holdings, Inc. as a suitable merger target and executed a definitive Business Combination Agreement. This achievement represents the primary objective of a SPAC. However, the merger's completion remains subject to various conditions and risks.

Results of Operations: As a blank check company, CEPI did not generate any operating revenues during the fiscal year ended December 31, 2025. Our operations focused on identifying and evaluating potential merger candidates and covering expenses for our formation, IPO, and the proposed business combination. Operating expenses totaled approximately $3.5 million, primarily comprising legal, accounting, and administrative costs. The company's sponsor funded these expenses through non-interest bearing loans.

Liquidity and Capital Resources: CEPI's operational liquidity relies entirely on loans from its sponsor, Cantor EP Holdings I, LLC. As of December 31, 2025, the outstanding balance on these sponsor loans was approximately $1.5 million. The Trust Account holds approximately $232.5 million, but these funds are restricted. CEPI can only use them to complete a business combination, redeem shares, or for liquidation; they are not available for day-to-day operating expenses.

The proposed business combination with BSTR Holdings, Inc. may require additional capital. The transaction anticipates a $50 million Private Investment in Public Equity (PIPE) from institutional investors, a condition for closing. Failure to secure this PIPE investment could jeopardize the merger or result in the combined company being undercapitalized.

The 1% "Excise Tax" on certain stock repurchases, effective January 1, 2023, under the Inflation Reduction Act of 2022, is a key regulatory consideration. This tax could apply to funds used for shareholder redemptions, potentially impacting the net amount received by investors who choose to redeem their shares and reducing the cash available for the business combination.

Contractual Obligations: CEPI has a committed $7 million marketing fee payable to Cantor Fitzgerald & Co. upon the successful completion of the merger. Additionally, the outstanding sponsor loans of approximately $1.5 million represent a contractual obligation, repayable upon merger completion or liquidation.

5. Financial Health

• Cash and Cash Equivalents: As of December 31, 2025, CEPI held minimal cash and cash equivalents outside of the Trust Account, relying on sponsor loans for its operational liquidity.
• Trust Account: The Trust Account held approximately $232.5 million (including accrued interest) as of December 31, 2025. These funds are restricted and designated for completing a business combination or returning to public shareholders upon liquidation.
• Debt: The company had outstanding loans from its sponsor, Cantor EP Holdings I, LLC, totaling approximately $1.5 million as of December 31, 2025. These non-interest bearing loans are expected to be repaid upon the consummation of a business combination or upon liquidation.
• Liquidity: CEPI's operational liquidity primarily comes from sponsor loans, as the substantial funds in the Trust Account are legally restricted. Our ability to complete the proposed business combination depends on maintaining sufficient cash in the Trust Account after redemptions and securing additional financing, such as the anticipated PIPE investment.

6. Future Outlook

CEPI's immediate future centers on finalizing the Business Combination with BSTR Holdings, Inc. The deadline for completing this merger is January 8, 2027.

• Expected Timeline: CEPI anticipates closing the merger in the first half of 2026, subject to shareholder approval and regulatory conditions. Shareholders are expected to vote in Q2 2026.
• Strategy: CEPI's core strategy remains focused on successfully completing the merger with BSTR Holdings, Inc. This involves navigating regulatory approvals, securing necessary financing (such as the PIPE), and obtaining shareholder approval.
• Leadership Continuity: CEPI's leadership team remains unchanged. Brandon G. Lutnick's additional role as CEO of Cantor Fitzgerald, L.P. since February 2025 reinforces the strong organizational backing and strategic alignment from the broader Cantor group, indicating continued commitment to the SPAC's success.

Upon completion, CEPI will cease to exist as a standalone SPAC, and the focus will shift entirely to the operational and financial performance of the newly combined public entity, BSTR Holdings, Inc.

7. Competitive Position

CEPI's competitive advantage primarily stems from its affiliation with Cantor Fitzgerald, L.P., a well-established global financial and real estate services firm.

Expertise & Network: Our management team, including Chairman and CEO Brandon G. Lutnick and CFO Jane Novak, leverages Cantor's deep industry expertise and extensive network. This includes sectors like financial services, digital assets, healthcare, and technology. This affiliation provides a significant edge in identifying and evaluating high-quality merger targets like BSTR Holdings, Inc., which operates in a sector where Cantor has strong connections and investment interests. This network and expertise give us a competitive advantage in sourcing and executing complex transactions compared to independent SPACs.