CEPO

Business Context and Reporting Period

Cantor Equity Partners I, Inc. (CEPO) is a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC) formed to effect a business combination. The filing covers the quarterly period ended June 30, 2026. The Company has not commenced operations and generates no operating revenue; its activities are limited to formation, its Initial Public Offering (IPO) completed in January 2025, and efforts to consummate a business combination. The Company is classified as an emerging growth company and a shell company.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Income Volatility: Net income for the three months ended June 30, 2026 ($6.5M) increased significantly compared to the same period in 2025 ($2.0M), primarily driven by a $5.1M gain from the change in fair value of forward sale securities. Conversely, for the six-month period, net income decreased to $2.4M from $2.9M in the prior year due to a $0.6M loss on forward sale securities.
• Expense Growth: General and administrative costs for the six months ended June 30, 2026, rose to $686,899 from $308,884 in the prior year period, reflecting increased operational costs associated with the business combination process.
• Trust Account Growth: The Trust Account balance increased from $207.5M at December 31, 2025, to $211.2M at June 30, 2026, due to accrued interest income.
• Liabilities: Current liabilities increased to $1.5M from $0.8M year-over-year, driven by an increase in the related party note payable (from $485k to $925k) and accrued expenses.

Outlook, Risks, and Subsequent Events

Business Combination Status: On July 16, 2025, the Company entered into a Business Combination Agreement with BSTR Holdings, Inc. However, a critical subsequent event occurred on July 8, 2026, when the Company announced it would not complete the BSTR Business Combination on the initial terms. The shareholder meeting was indefinitely postponed, and all related private placement agreements (including Convertible Notes, Preferred Stock, and Equity PIPEs) terminated automatically on July 16, 2026.

Liquidity and Going Concern: The Company has a working capital deficit of approximately $1.33 million. Management relies on a Sponsor Loan (up to $1.75M, with $925k drawn) and potential Working Capital Loans to meet obligations. The mandatory liquidation date is January 8, 2027, raising substantial doubt about the Company's ability to continue as a going concern if a new business combination is not consummated.

Risks:

• Termination of Deal: The failure to close the BSTR transaction on initial terms creates uncertainty regarding the Company's ability to find an alternative target before the liquidation deadline.
• Forward Sale Securities: The fair value of these securities is highly sensitive to Bitcoin prices and the probability of deal consummation, leading to significant volatility in reported earnings.
• Regulatory Environment: The Company is monitoring potential rescission of SEC climate-related disclosure rules, though this currently has no material financial impact.

Investor Verification Checklist

• Deal Status: Verify if a new business combination agreement has been signed to replace the terminated BSTR transaction before the January 8, 2027 deadline.
• Liquidity Runway: Confirm the Company's ability to fund operations through the Sponsor Loan and whether additional Working Capital Loans are secured.
• Redemption Value: Monitor the Trust Account balance per share ($10.71 as of June 30, 2026) to assess potential liquidation proceeds.
• Forward Sale Liability: Review the valuation assumptions (specifically the probability of consummation and Bitcoin price) used for the $13.8M forward sale securities liability, as this drives non-cash earnings volatility.
• Related Party Obligations: Track the outstanding balance of the Sponsor Note and related party payables, which may convert to equity or require cash repayment upon liquidation or deal closure.