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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 242 added, 113 removed, 661 unchanged (35% of the section changed)

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Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 20,000,000 and 0 shares issued and outstanding at redemption value of $ 10.21 and $ 0 per share as of March 31, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 20,000,000 and 0 shares issued and outstanding at redemption value of $ 10.32 and $ 0 per share as of June 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit:

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5,000,000 shares authorized;

none issued or outstanding as of both March 31, 2025 and December 31, 2024

none issued or outstanding as of both June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

500,000 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) as of March 31, 2025 and none issued or outstanding as of December 31, 2024

500,000 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) as of June 30, 2025 and none issued or outstanding as of December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,000,000 shares issued and outstanding as of both March 31, 2025 and December 31, 2024

5,000,000 shares issued and outstanding as of both June 30, 2025 and December 31, 2024

Additional paid-in capital

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For the Three Months Ended

For the Six Months Ended

General and administrative costs

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Interest income on investments held in the Trust Account

Net income (loss)

Weighted average number of ordinary shares outstanding:

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5,000,000 (1)

Basic and diluted net income per share:

5,000,000 (1)

Basic and diluted net income (loss) per share:

Class A – Public shares

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Class B – Ordinary shares

(1) This number has been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on May 21, 2024 (See Note 6).

(1) This number has been retroactively adjusted to reflect the

recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on May 21, 2024 (See Note 6).

The accompanying notes are an integral part

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EQUITY (DEFICIT)

For the Three Months Ended March 31, 2025

For the Three and Six Months Ended June 30,

Ordinary shares

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$ ( 2,804,103 )

For the Three Months Ended March 31, 2024

Accretion of redeemable Class A ordinary shares to redemption value

( 2,129,729 )

Balance – June 30, 2025

$ ( 2,979,054 )

$ ( 2,978,504 )

For the Three and Six Months Ended June 30,

Ordinary Shares

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Balance – December 31, 2023

5,000,000 (1)

Balance – March 31, 2024

(1) The number of shares and the amounts have been retroactively adjusted to reflect the recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on May 21, 2024 (See Note 6).

5,000,000 (1)

Balance – June 30, 2024

(1) The number of shares and the amounts have been retroactively

adjusted to reflect the recapitalization of the Company in the form of the cancellation of 9,375,000 Class B ordinary shares on May 21,

2024 (See Note 6).

The accompanying notes are an integral part

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CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

General and administrative expenses paid by related party

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Deferred offering costs paid by related party

Proceeds from Notes payable – related party

Payment on Notes payable – related party

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Cash - end of the period

Supplemental disclosure of non-cash activities:

Deferred offering costs included in Accrued expenses

The accompanying notes are an integral part

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risks associated with early stage and emerging growth companies.

As of March 31, 2025, the Company had not commenced

All activity through March 31, 2025 relates to the Company’s formation, the initial public offering (the “Initial

As of June 30, 2025, the Company had not commenced

All activity through June 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial

Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination.

The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest.

three months ended March 31, 2025, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement

three and six months ended June 30, 2025, the Company used the net proceeds derived from the Initial Public Offering and the Private Placement

(as defined below) to generate non-operating income in the form of interest income from an investment in a money market fund that invests

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obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

further described in Note 9, the Company entered into a Business Combination Agreement, dated as of July 16, 2025, by and among the Company,

Pubco (as defined in Note 9), Newco (as defined in Note 9) and the other parties thereto, and the transactions contemplated thereby will

be a Business Combination that is expected to be consummated prior to the end of the Combination Period.

For more information regarding

such proposed Business Combination, refer to the Company’s Current Reports on Form 8-K filed with the SEC on July 17, 2025, July

22, 2025 and August 7, 2025, and the other filings the Company and Pubco may make from time to time with the SEC.

The Sponsor and the Company’s directors

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Liquidity and Capital Resources

As of March 31, 2025 and December 31, 2024, the

Company had approximately $ 275,000 and $0 , respectively, of cash in its operating account.

As of March 31, 2025 and December 31, 2024,

the Company had working capital of approximately $ 196,000 and a working capital deficit of approximately $ 299,000 , respectively.

March 31, 2025 and December 31, 2024, approximately $ 1,186,000 and $0 , respectively, of interest income earned on funds held in the Trust

Account was available to pay taxes, if any.

The Company’s liquidity needs through March

As of June 30, 2025 and December 31, 2024, the

Company had $ 25,000 and $0 , respectively, of cash in its operating account.

As of June 30, 2025 and December 31, 2024, the Company had

a working capital deficit of approximately $ 75,000 and approximately $ 299,000 , respectively.

As of June 30, 2025 and December 31, 2024,

approximately $ 3,316,000 and $0 , respectively, of interest income earned on funds held in the Trust Account was available to pay taxes,

The Company’s liquidity needs through June

30, 2025 have been satisfied through a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a

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and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination

(the “Sponsor Loan”), of which no amount has been drawn by the Company as of both March 31, 2025 and December 31, 2024.

the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors

may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4).

As of both March 31, 2025 and December

31, 2024, the Company did not have any borrowings under the Working Capital Loans.

(the “Sponsor Loan”), of which approximately $ 244,000 and $ 0 has been drawn by the Company as of June 30, 2025 and December

31, 2024, respectively.

If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4).

June 30, 2025 and December 31, 2024, the Company did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that

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and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which

are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2025 and the results of

are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2025 and the results of

operations and cash flows for the periods presented.

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growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

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The Company had no cash equivalents in its operating

account as of both March 31, 2025 and December 31, 2024.

The Company’s assets held in the Trust Account as of March 31, 2025 comprised

of approximately $ 650,000 in cash and approximately $ 200,536,000 in cash equivalents.

account as of both June 30, 2025 and December 31, 2024.

The Company’s assets held in the Trust Account as of June 30, 2025 comprised

predominantly of approximately $ 203,316,000 in cash equivalents.

Concentration of Credit Risk

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Deposit Insurance Corporation maximum coverage limit of $ 250,000 , and cash equivalents held in the Trust Account.

For both the three months

ended March 31, 2025 and 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed

to significant risks on such accounts.

For both the three and

six months ended June 30, 2025 and 2024, the Company has not experienced losses on these accounts and management believes the Company

is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

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charged against the carrying value of the Public Shares upon the completion of the Initial Public Offering.

Deferred offerings costs of

Deferred offering costs of

approximately $ 218,000 incurred through the December 31, 2024 balance sheet date consisted of legal fees and other costs that were directly

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Accordingly, as

of March 31, 2025 and December 31, 2024, 20,000,000 and 0 Class A ordinary shares subject to possible redemption, respectively, are presented

of June 30, 2025 and December 31, 2024, 20,000,000 and 0 Class A ordinary shares subject to possible redemption, respectively, are presented

as temporary equity outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

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Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.

As of March 31, 2025 and December 31, 2024, the

As of June 30, 2025 and December 31, 2024, the

Class A ordinary shares subject to possible redemption, as presented in the accompanying balance sheets, are reconciled in the following

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Gross proceeds

Issuance costs allocated to Class A ordinary shares

Issuance costs allocated to Class A ordinary shares subject to possible redemption

( 4,529,893 )

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2025

Class A ordinary shares subject to possible redemption, June 30, 2025

$ 206,315,677

Net Income Per Ordinary Share

The Company complies with the accounting and disclosure

requirements of ASC 260, Earnings Per Share .

Net income per ordinary share is computed by dividing net income applicable to shareholders

by the weighted average number of ordinary shares outstanding for the applicable periods.

The Company applies the two-class method in

calculating earnings per share and allocates net income pro rata to Class A ordinary shares subject to possible redemption, nonredeemable

Class A ordinary shares and Class B ordinary shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from

earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of

basic and diluted net income per ordinary share:

Net Income (Loss) Per Ordinary Share

The Company complies with the accounting

and disclosure requirements of ASC 260, Earnings Per Share .

Net income (loss) per ordinary share is computed by dividing net income

(loss) applicable to shareholders by the weighted average number of ordinary shares outstanding for the applicable periods.

applies the two-class method in calculating earnings per share and allocates net income (loss) pro rata to Class A ordinary shares subject

to possible redemption, nonredeemable Class A ordinary shares and Class B ordinary shares.

Accretion associated with the redeemable Class

A ordinary shares is excluded from earnings per share as the redemption value is not in excess of the fair value.

The following tables reflect the calculation of

basic and diluted net income (loss) per ordinary share:

For the Three Months Ended

March 31, 2025

June 30, 2025

For the Three Months Ended

March 31, 2024

Basic and diluted net income per ordinary share

Allocation of net income

June 30, 2024

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average number of ordinary shares outstanding

Basic and diluted net income per ordinary share

Basic and diluted net income (loss) per ordinary share

For the Six Months Ended

June 30, 2025

For the Six Months Ended

June 30, 2024

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average number of ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

Income taxes are accounted for using the asset

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of any issues under review that could result in significant payments, accruals or material deviation from its position.

As of both March

As of both June

30, 2025 and December 31, 2024, the Company has not recorded any amounts related to uncertain tax positions.

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evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.

the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer

in the Acquisition of a Variable Interest Entity .

The standard revises current guidance for determining the accounting acquirer for

a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”)

that meets the definition of a business.

The amendments differ from current U.S.

GAAP because, for certain transactions, they replace

the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the

factors to determine which entity is the accounting acquirer.

Under the amendments, acquisition transactions in which the legal acquiree

is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree

is a voting interest entity.

The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction

in which the legal acquirer is not a business and is determined to be the accounting acquiree.

The new guidance will become effective

for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations

that occur after the initial adoption date, and early adoption is permitted.

Management is currently evaluating the impact of the new

standard on the Company’s unaudited condensed financial statements.

SEC Rule on Climate-Related Disclosures

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assign or sell any of their Private Placement Shares until 30 days after the completion of the Business Combination.

Cash and Cash Equivalents Held in the Trust

As of March 31, 2025, the Company’s assets

held in the Trust Account at CF Secured were comprised of approximately $ 650,000 in cash and approximately $ 200,536,000 in cash equivalents.

Investment Held in the Trust Account

Starting on January 9, 2025, the Company’s

investment in a money market fund has been held in the Trust Account that is custodied by CF Secured with Continental acting as trustee.

Cantor Fitzgerald & Co.

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Note was non-interest bearing and was repaid in full upon completion of the Initial Public Offering.

As of March 31, 2025 and December

As of June 30, 2025 and December

31, 2024, the Company had $ 0 and approximately $ 134,000 , respectively, outstanding under the Pre-IPO Note.

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the Sponsor Loan would be repaid only out of funds held outside the Trust Account.

As of both March 31, 2025 and December 31, 2024, the

Company had no borrowings under the Sponsor Loan.

As of June 30, 2025 and December 31, 2024, the Company

had approximately $ 244,000 and $ 0 , respectively, outstanding under the Sponsor Loan.

If the Sponsor Loan is insufficient to cover the

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and no written agreements exist with respect to such loans.

As of both March 31, 2025 and December 31, 2024, the Company had no borrowings

As of both June 30, 2025 and December 31, 2024, the Company had no borrowings

under the Working Capital Loans.

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Event”), such that an amount equal to $ 0.15 per Public Share being redeemed in connection with the applicable Redemption Event will

be added to the Trust Account and paid to the holders of the applicable redeemed shares on such Redemption Event.

The Sponsor Note does

not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination;

provided that, at any

time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount

be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares on such Redemption Event.

The Sponsor Note

does not bear interest and is repayable by the Company to the Sponsor upon consummation of the Business Combination;

provided that, at

any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount

outstanding under the Sponsor Note may be converted into Class A ordinary shares at a conversion price of $10.00 per share.

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Company of the Business Combination or the liquidation of the Company.

During the three months ended March 31, 2025 and 2024, the Company

incurred approximately $ 28,000 and $0 , respectively, for these services.

During the three months ended June 30, 2025 and 2024, the Company

incurred $ 30,000 and $ 0 , respectively, for these services.

During the six months ended June 30, 2025 and 2024, the Company incurred approximately

$ 58,000 and $0 , respectively, for these services.

Independent Directors Compensation

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As a result, during the

three months ended March 31, 2025 and 2024, the Company recognized approximately $ 24,000 and $ 0 , respectively, of compensation expense

on its unaudited condensed statements of operations.

The corresponding accrued compensation payable recognized on the Company’s

condensed balance sheets was approximately $ 24,000 and $ 0 as of March 31, 2025 and December 31, 2024, respectively.

three months ended June 30, 2025 and 2024, the Company recognized $ 25,000 and $ 0 , respectively, of compensation expense on its unaudited

condensed statements of operations.

During the six months ended June 30, 2025 and 2024, the Company recognized approximately $ 49,000 and

$ 0 , respectively, of compensation expense on its unaudited condensed statements of operations.

The corresponding accrued compensation

payable recognized on the Company’s condensed balance sheets was $ 25,000 and $ 0 as of June 30, 2025 and December 31, 2024, respectively.

Note 5—Commitments and Contingencies

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Placement Shares and any Class A ordinary shares issued upon conversion of up to $ 1,750,000 pursuant to the Sponsor Loan, any borrowings

under the Working Capital Loans, up to $ 3,000,000 pursuant to the Sponsor Note and any additional loans are entitled to registration

under the Working Capital Loans, up to $ 3,000,000 pursuant to the Sponsor Note and any additional loans are entitled to registration rights.

These holders are entitled to certain demand and “piggyback” registration rights.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Underwriting Agreement

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The Company’s results of operations and

its ability to complete the Business Combination may be adversely affected by various factors that could cause economic uncertainty

and volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s results of

operations and its ability to consummate the Business Combination could be impacted by, among other things, downturns in the

financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, and geopolitical

instability, such as the military conflicts in Ukraine and the Middle East.

Management continues to evaluate the impact of these

factors and has concluded that while it is reasonably possible that these factors could have an effect on the Company’s

financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as

of the date of the unaudited condensed financial statements.

The unaudited condensed financial statements do not include any

adjustments that might result from the outcome of these uncertainties.

its ability to complete the Business Combination may be adversely affected by various factors that could cause economic uncertainty and

volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s results of operations and

its ability to consummate the Business Combination could be impacted by, among other things, downturns in the financial markets or in

economic conditions, fluctuations in interest rates, and geopolitical instability, such as the military conflicts in Ukraine and the Middle

Management continues to evaluate the impact of these factors and has concluded that while it is reasonably possible that these factors

could have an effect on the Company’s financial position, results of its operations and completion of the Business Combination,

the specific impact is not readily determinable as of the date of the unaudited condensed financial statements.

The unaudited condensed

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 6—Shareholders’ Deficit

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The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of March 31, 2025, there

As of June 30, 2025, there

were 500,000 Class A ordinary shares issued and outstanding, excluding 20,000,000 Class A ordinary shares subject to possible redemption.

As of December 31, 2024, there were 500,000 Class A ordinary shares issued and outstanding.

As of December 31, 2024, there were no Class A ordinary shares issued and outstanding.

Class B Ordinary Shares –

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in the condensed financial statements has been retroactively adjusted for the surrender and cancellation.

As of both March 31, 2025 and

As of both June 30, 2025 and

December 31, 2024, there were 5,000,000 Class B ordinary shares issued and outstanding.

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and preferences as may be determined from time to time by the Company’s board of directors.

As of both March 31, 2025 and December

As of both June 30, 2025 and December

31, 2024, there were no preference shares issued or outstanding.

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The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2025, and indicates the fair value hierarchy

the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2025, and indicates the fair value hierarchy

of the inputs that the Company utilized to determine such fair value.

March 31, 2025

June 30, 2025

Prices in Active Markets

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$ 203,315,668

As of March 31, 2025, Level 1 assets include an

As of June 30, 2025, Level 1 assets include an

investment in a money market fund classified as cash equivalents;

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The Company has not yet commenced operations,

thus all activity for the three months ended March 31, 2025 and 2024 relates to the Company’s formation, the Initial Public Offering,

and the Company’s efforts toward locating and completing a suitable Business Combination.

The Company has identified its Chairman

and Chief Executive Officer as the chief operating decision maker (the “CODM”).

The Company consists of one reportable segment,

because the resource allocation and assessment of performance of the entity’s business activities by the CODM are performed using

the entity-wide operating results.

thus all activity for the three and six months ended June 30, 2025 and 2024 relates to the Company’s formation, the Initial Public

Offering, and the Company’s efforts toward locating and completing a suitable Business Combination.

The Company has identified its

Chairman and Chief Executive Officer as the chief operating decision maker (the “CODM”).

The Company consists of one reportable

segment, because the resource allocation and assessment of performance of the entity’s business activities by the CODM are performed

using the entity-wide operating results.

The net income (loss) is the measure of segment profit (loss) most consistent with U.S.

regularly reviewed by the CODM to allocate resources and assess financial performance.

that is regularly reviewed by the CODM to allocate resources and assess financial performance.

The Company does not have operating income and

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the Business Combination, at the earliest.

During the three months ended March 31, 2025 and 2024, the Company earned approximately $ 1,186,000

During the three months ended June 30, 2025 and 2024, the Company earned approximately $ 2,130,000

and $0 , respectively, of interest income on the investment held in the Trust Account.

The Company’s significant expenses were general

and administrative expenses, which were approximately $ 165,000 and $0 for the three months ended March 31, 2025 and 2024, respectively.

The other expenses were administrative expenses paid to the Sponsor, which amounted to approximately $ 28,000 and $ 0 for the three months

ended March 31, 2025 and 2024, respectively.

Refer to the Company’s unaudited condensed statements of operations for additional

As of March 31, 2025 and December 31, 2024, the

During the six months ended June 30, 2025 and 2024,

the Company earned approximately $ 3,316,000 and $0 , respectively, of interest income on investments held in the Trust Account.

The Company’s

significant expenses were general and administrative expenses, which were approximately $ 145,000 and approximately $43,000 for the three

months ended June 30, 2025 and 2024, respectively, and approximately $ 309,000 and approximately $ 43,000 for the six months ended June

30, 2025 and 2024, respectively.

The other expenses were administrative expenses paid to the Sponsor, which amounted to $ 30,000 and $ 0

for the three months ended June 30, 2025 and 2024, respectively, and approximately $ 58,000 and $ 0 for the six months ended June 30, 2025

and 2024, respectively.

Refer to the Company’s unaudited condensed statements of operations for additional information.

As of June 30, 2025 and December 31, 2024, the

Company had total assets of approximately $ 203,668,000 and $ 218,000 , respectively.

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that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined

that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial

that, except as described below, there have been no events that have occurred that would require adjustments to the disclosures in the

unaudited condensed financial statements.

On July 16, 2025, the Company entered into a business

combination agreement (the “Business Combination Agreement”), with BSTR Holdings, Inc., a Delaware corporation (“Pubco”),

BSTR Intermediate, a Cayman Islands exempted company (“CEPO Merger Sub”), BSTR Holdings (Cayman), a Cayman Islands exempted

company (the “Seller”), BSTR Newco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Seller

(“Newco”), PEMS Sub A, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“CEPO Subsidiary A”),

PEMS Sub B, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO Subsidiary A (“CEPO Subsidiary B”) and PEMS

Merger Sub C, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO Subsidiary B (“Newco Merger Sub”).

Pursuant to the Business Combination Agreement,

and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby, (a) the Company

will merge with and into CEPO Merger Sub, with CEPO Merger Sub continuing as the surviving entity (the “CEPO Merger”), and

with the Company’s shareholders (i) holding Class B ordinary shares, receiving one Class A ordinary share for each Class B ordinary

share held by such shareholder immediately prior to the CEPO Merger, and (ii) receiving one share of Class A common stock, par value $ 0.01

per share, of Pubco (“Pubco Class A Stock”) for each Class A ordinary share held by such shareholder at the time of the CEPO

Merger, and (b) at least two hours after the CEPO Merger, Newco Merger Sub will merge with and into Newco, with Newco continuing as the

surviving company (the “Newco Merger”, and together with the CEPO Merger, the “Mergers”), and with (i) the Seller

receiving shares of Pubco Class A Stock and Class B common stock, par value $ 0.01 per share, of Pubco in exchange for its membership interests

in Newco (the “Newco Interests”), and (ii) the Newco Equity PIPE Investors (as defined below) converting their Newco Interests

into non-voting units of Newco (the “Newco Exchange Interests”), which Newco Exchange Interests shall be exchangeable for

an equal number of shares of Pubco Class A Stock or at Pubco’s election, the cash equivalent.

As a result of the Mergers and the

other transactions contemplated by the Business Combination Agreement (the “Transactions”), 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

Contemporaneously with the execution of the Business

Combination Agreement, (a) the Company and Pubco entered into subscription agreements (the “July Convertible Notes Subscription

Agreements”) with certain investors (the “July Convertible Note Investors”), pursuant to which the July Convertible

Note Investors have agreed to purchase, in a private placement, $ 500,000,000 aggregate principal amount of 1.00 % convertible senior secured

notes due five years after the closing date of the Transactions (“Convertible Notes”) to be issued pursuant to and on the

terms set forth in an indenture (the “Indenture”), (b) the Company and Pubco entered into a subscription agreement with an

investor, pursuant to which such investor has agreed to purchase, in a private placement, shares of Pubco’s 7.00 % perpetual convertible

preferred stock (the “Preferred Stock”) to be issued by Pubco pursuant to and on the terms set forth in a certificate of designations

with an aggregate principal amount of $ 30,000,000 at $ 85.00 per share, (c) the Company and Pubco entered into subscription agreements

with certain investors (the “CEPO Cash Equity PIPE Investors”), pursuant to which the CEPO Cash Equity PIPE Investors have

agreed to purchase, in a private placement immediately prior to the CEPO Merger, 40,000,000 Class A ordinary shares, at a purchase price

of $ 10.00 per share payable in cash, for an aggregate purchase price of $ 400,000,000 , (d) the Company and Pubco entered into subscription

agreements with certain investors (the “CEPO Bitcoin Equity PIPE Investors”), pursuant to which the CEPO Bitcoin Equity PIPE

Investors have agreed to purchase, in a private placement immediately prior to the CEPO Merger, a certain number of Class A ordinary shares,

at $ 10.00 per share, in exchange for 4,156.11 Bitcoin in the aggregate, with the number of Class A ordinary shares to be issued to each

CEPO BTC Equity PIPE Investor being equal to (i) the product of (A) the number of Bitcoin contributed by such CEPO BTC Equity PIPE Investor

multiplied by (B) the U.S.

dollar price of one Bitcoin as determined by the average of the CME CF Bitcoin Reference Rate - New York Variant

for the ten-day period ending on the second day prior to the closing date of the Transactions (the “Closing Bitcoin Price”),

and then divided by (ii) $ 10.00 , and (e) the Company, Pubco and Newco entered into subscription agreements with certain investors (the

“Newco Equity PIPE Investors”), pursuant to which the Newco Equity PIPE Investors have agreed to purchase, in a private placement

immediately prior to the Newco Merger, a certain number of Newco Interests, at $ 10.00 per interest, in exchange for 865 Bitcoin in the

aggregate, with the number of Newco Interests to be issued to each Newco Equity PIPE Investor being equal to (i) the product of (A) the

number of Bitcoin contributed by such Newco Equity PIPE Investor multiplied by (B) the Closing Bitcoin Price, and then divided by (ii)

Pubco has also granted the July Convertible Note

Investors options to purchase (i) additional Convertible Notes in an aggregate principal amount of up to $ 125,000,000 , exercisable within

fifteen days following the date of the July Convertible Notes Subscription Agreements (the “First Convertible Notes Option”),

(ii) additional Convertible Notes in an aggregate principal amount of up to $ 125,000,000 , exercisable within thirty days following the

date of the July Convertible Notes Subscription Agreements, and (iii) Preferred Stock in an aggregate amount of up to $ 320,000,000 , exercisable

within thirty days following the date of the July Convertible Notes Subscription Agreements.

As of August 1, 2025, certain July Convertible

Notes Investors exercised their pro rata share of the First Convertible Notes Option (including with respect to the unexercised

portion of other July Convertible Notes Investors) to purchase additional Convertible Notes in an aggregate principal amount of $ 34,870,000 .

Simultaneously with the execution of the Business

Combination Agreement, Pubco, the Company and the Sponsor entered into a Sponsor Support Agreement pursuant to which the Sponsor, among

other things, agreed to vote its Class A ordinary shares and Class B ordinary shares in favor of the adoption and approval of the Business

Combination Agreement and the transactions contemplated thereby.

Certain of the Company’s existing agreements

will be amended or amended and restated in connection with the Transactions.

On August 7, 2025, the Company and Pubco entered

into subscription agreements with certain investors (the “August Convertible Note Investors”), pursuant to which the August

Convertible Note Investors have agreed to purchase, in a private placement, $ 30,500,000 aggregate principal amount of Convertible Notes

to be issued pursuant to and on the terms set forth in the Indenture.

For more information regarding the Transactions,

refer to the Company’s filings with the SEC, including the Current Reports on Form 8-K filed by the Company with the SEC on July

17, 2025, July 22, 2025 and August 7, 2025, and the other filings the Company and Pubco may make from time to time with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements