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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 478 added, 290 removed, 613 unchanged (56% of the section changed)

1 unchanged sentence

CANTOR EQUITY PARTNERS I, INC.

CONDENSED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets:

Prepaid expenses

Receivable from related party

Total Current Assets

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Notes payable – related party

Total Current Liabilities

Forward sale securities liability

Total Liabilities

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 20,000,000 and 0 shares issued and outstanding at redemption value of $ 10.32 and $ 0 per share as of June 30, 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 $ 10.42 and $ 0 per share as of September 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 June 30, 2025 and December 31, 2024

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

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

Additional paid-in capital

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The accompanying notes are an integral part

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CANTOR EQUITY PARTNERS I, INC.

CONDENSED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative costs

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Interest income on investments held in the Trust Account

Change in fair value of forward sale securities

Net income (loss)

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5,000,000 (1)

Basic and diluted net income (loss) per share:

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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).

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

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CANTOR EQUITY PARTNERS I, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

For the Three and Six Months Ended June 30,

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the Three and Nine Months Ended September

Ordinary Shares

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$ ( 2,978,504 )

For the Three and Six Months Ended June 30,

Accretion of redeemable Class A ordinary shares to redemption value

( 2,149,334 )

Balance – September 30, 2025

$ ( 3,937,012 )

$ ( 3,936,462 )

For the Three and Nine Months Ended September

Ordinary Shares

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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).

Balance – September 30, 2024

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

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CANTOR EQUITY PARTNERS I, INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash flows from operating activities:

Net income (loss)

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

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

General and administrative expenses paid by related party

1 unchanged sentence

( 5,465,011 )

Change in fair value of forward sale securities

Changes in operating assets and liabilities:

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Prepaid expenses

Receivable from related party

Accrued expenses

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

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The accompanying notes are an integral part

of these unaudited condensed financial statements.

of these unaudited condensed consolidated financial statements.

CANTOR EQUITY PARTNERS I, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 1—Description of Organization, Business Operations

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risks associated with early stage and emerging growth companies.

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.

As of September 30, 2025, the Company had not

commenced operations.

All activity through September 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

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

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

During the three and nine months ended September 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 in U.S.

government debt securities and classified as cash equivalents.

During the three and nine months ended

September 30, 2025, the Company also recognized changes in the fair value of the forward sale securities (as further described below)

as other loss.

The Company’s sponsor is Cantor EP Holdings

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Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity

In such case, the Company will proceed with the Business Combination if a majority of the shares voted are

voted in favor of the Business Combination.

In such case, the Company will proceed with the Business Combination if a majority of the shares voted are voted

in favor of the Business Combination.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder

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Public Shares in conjunction with any such amendment.

Failure to Consummate the Business Combination

— The Company has until January 8, 2027, or until such earlier liquidation date as the Company’s board of directors may

approve or such later date as the Company’s shareholders may approve pursuant to the Amended and Restated Memorandum and Articles

(the “Combination Period”), to consummate the Business Combination.

If the Company is unable to complete the Business Combination

by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and

not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely

extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s

remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s

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.

Business Combination Agreement —

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 and a wholly owned

subsidiary of Pubco (“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 (the “Closing”),

(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 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

Concurrently with the execution of the Business

Combination Agreement, 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 to be issued

by Pubco (“Convertible Notes”) due five years after the date of the Closing to be issued pursuant to and on the terms set

forth in an indenture (the “Indenture”) in the form attached to the July Convertible Notes Subscription Agreements (the “Initial

Convertible Notes Private Placement”).

In addition, Pubco 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 (the “Second Convertible Notes Option” and, together with the First Convertible Notes Option, the “Convertible

Notes Options”), and (iii) 3,200,000 shares of 7.00 % perpetual convertible preferred stock (the “Preferred Stock”) in

an aggregate principal amount of up to $ 320,000,000 to be issued by Pubco pursuant to and on the terms set forth in a certificate of designations

(the “Certificate of Designations”) in the form attached to the July Preferred Stock Subscription Agreement (as defined below),

exercisable within thirty days following the date of the July Convertible Notes Subscription Agreements (the “Preferred Stock Option”

and, together with the Initial Convertible Notes Private Placement and Convertible Notes Options, the “July Convertible Notes Private

Placement”), in each case, on a pro rata basis based on such July Convertible Note Investor’s participation in the Initial

Convertible Notes Private Placement.

Further, the July Convertible Notes Subscription Agreements provide that if any July Convertible

Notes Investors should elect not to exercise their pro rata share of the First Convertible Notes Option, Second Convertible Notes Option

or Preferred Stock Option, as applicable, such unexercised Convertible Notes Options or Preferred Stock Option will be offered to and

may be exercised by the remaining July Convertible Notes Investors pro rata to their participation in the July Convertible Note Private

Placement and the First Convertible Notes Option, Second Convertible Notes Option or Preferred Stock Option, as applicable, until 5:00

New York time on the Business Day immediately after the expiry of the applicable Convertible Notes Option or the Preferred Stock

Option (the “Unexercised Option”).

Pursuant to the terms of the July Convertible

Notes Subscription Agreements, certain July Convertible Notes Investors exercised their pro rata share of the First Convertible Notes

Option and the Unexercised Option in relation to the First Convertible Notes Option to purchase additional Convertible Notes in an aggregate

principal amount of $ 34,870,000 and of the Second Convertible Notes Option and the Unexercised Option in relation to the Second Convertible

Notes Option to purchase additional Convertible Notes in an aggregate principal amount of $ 9,323,000 .

On August 7, 2025, the Company and Pubco entered

into subscription agreements (the “August Convertible Notes Subscription Agreements”) with certain investors (the “August

Convertible Notes Investors”), pursuant to which the August Convertible Notes Investors have agreed to purchase, in a private placement,

$ 30,500,000 aggregate principal amount of Convertible Notes to be issued by Pubco pursuant to and on the terms set forth in the Indenture

(the “August Convertible Notes Private Placement” and together with the July Convertible Notes Private Placement, the “Convertible

Notes Private Placement”).

Pursuant to the July Convertible Notes Private Placement and the August Convertible Notes Private Placement,

taken together, the total aggregate principal amount of the Convertible Notes to be issued by Pubco at Closing will be $ 574,693,000 .

Concurrently with the execution of the Business

Combination Agreement, the Company and Pubco entered into a subscription agreement (the “July Preferred Stock Subscription Agreement”)

with an investor (the “July Preferred Stock Investor”), pursuant to which the July Preferred Stock Investor has agreed to

purchase, in a private placement, 300,000 shares of Preferred Stock with an aggregate principal amount of $ 30,000,000 at $ 85.00 per share

for an aggregate purchase price $ 25,500,000 to be issued by Pubco pursuant to and on the terms set forth in the Certificate of Designations

(the “July Preferred Stock Private Placement”).

Pursuant to the terms of the July Convertible

Notes Subscription Agreements, certain July Convertible Notes Investors exercised their pro rata share of the Preferred Stock Option and

the Unexercised Option in relation to the Preferred Stock Option to purchase an aggregate of approximately 2,236,000 shares of Preferred

Stock with an aggregate principal amount of approximately $ 223,620,000 at a purchase price of $ 85.00 per share for a total aggregate purchase

price of approximately $ 190,080,000 .

On August 25, 2025, the Company and Pubco entered

into subscription agreements (the “August Preferred Stock Subscription Agreements” and, together with the July Preferred Stock

Subscription Agreement, the “Preferred Stock Subscription Agreements”) with certain investors (the “August Preferred

Stock Investors” and, together with the July Preferred Stock Investor, the “Preferred Stock Investors”), pursuant to

which the August Preferred Stock Investors have agreed to purchase, in a private placement, an aggregate of 482,924 shares of Preferred

Stock to be issued by Pubco with an aggregate principal amount of approximately $ 48,300,000 , at a purchase price of $ 85.00 per share,

for an aggregate purchase price of approximately $ 41,050,000 (the “August Preferred Stock Private Placement”, and together

with the July Preferred Stock Private Placement, the “Preferred Stock Private Placements”).

With the inclusion of the shares

of Preferred Stock subscribed for in the Preferred Stock Private Placements and the exercise of the Preferred Stock Option by certain

July Convertible Notes Investors, taken together, Pubco will issue 3,019,200 shares of Preferred Stock at Closing in the aggregate with

a total aggregate principal amount of $ 301,920,000 , for a total purchase price of $ 256,632,000 .

with the execution of the Business Combination Agreement, the Company and Pubco entered into subscription agreements (the “CEPO

Cash Equity PIPE 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 (the “CEPO Cash Equity PIPE Shares” ) ,

at a purchase price of $ 10.00 per share payable in cash, for an aggregate purchase price of $ 400,000,000 (the “CEPO Cash Equity

Additionally, concurrently with the execution

of the Business Combination Agreement, the Company and Pubco entered into subscription agreements (the “July CEPO BTC Equity PIPE

Subscription Agreements” and, together with the August CEPO BTC Equity PIPE Subscription Agreement (as defined below), the “CEPO

BTC Equity PIPE Subscription Agreements”) with certain investors (the “July CEPO BTC Equity PIPE Investors” and, together

with the August CEPO BTC Equity PIPE Investor (as defined below), the “CEPO BTC Equity PIPE Investors”), pursuant to which

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

by such July 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 (the “July CEPO BTC PIPE” and, together with the

August CEPO BTC Equity PIPE (as defined below) and the CEPO Cash Equity PIPE, the “CEPO Equity PIPEs”).

Concurrently with the execution of the Business

Combination Agreement, the Company, Pubco and Newco entered into subscription agreements (the “Newco Subscription Agreements”)

with certain investors (the “Newco Equity Investors”), pursuant to which the Newco Equity 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 Investor being equal to (i) the

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

by (ii) $ 10.00 (the “Newco Private Placement”).

On August 28, 2025, (i) the Company and Pubco

entered into a subscription agreement (the “August CEPO BTC Equity PIPE Subscription Agreement”) with an investor in the Newco

Private Placement (the “August CEPO BTC Equity PIPE Investor”) in substantially the same form as the July CEPO BTC Equity

PIPE Subscription Agreements, pursuant to which such investor agreed to purchase, in a private placement, a certain number of Class A

ordinary shares, at $ 10.00 per share, in exchange for 20 Bitcoin, with the number of Class A ordinary shares to be issued to such investor

being equal to (i) the product of (A) 20 Bitcoin multiplied by (B) the Closing Bitcoin Price and then divided by (ii) $ 10.00 (the “August

CEPO BTC Equity PIPE”), and (ii) simultaneously therewith, the Company, Pubco and Newco entered into a termination agreement with

such investor in the Newco Private Placement, which terminated the Newco Subscription Agreement with such investor, pursuant to which

such investor had agreed to purchase Newco Class A Interests in exchange for 20 Bitcoin.

As a result of the August CEPO BTC Equity PIPE,

the total number of Bitcoin to be contributed by investors at Closing pursuant to the July CEPO BTC Equity PIPE, the Newco Private Placement

and the August CEPO BTC Equity PIPE, remains at 5,021.11 Bitcoin.

Simultaneously with the execution of the Business

Combination Agreement, Pubco, the Company and the Sponsor entered into a sponsor support agreement (the “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.

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, August 7, 2025, August 25, 2025, and August 28, 2025, and the other filings the Company and Pubco may make from

time to time with the SEC.

Forward Sale Securities —

As described above, in connection with the Business Combination, pursuant to the CEPO BTC Equity PIPE Subscription Agreements, the CEPO

BTC Equity PIPE Investors committed to purchase a certain number of Class A ordinary shares, at $ 10.00 per share, in exchange for 4,176.11

Bitcoin in the aggregate.

The Class A ordinary shares to be issued by the Company pursuant to the CEPO BTC Equity PIPE Subscription Agreements

are referred in the Company’s condensed consolidated financial statements and the footnotes as the forward sale securities.

Failure to Consummate the Business Combination — The Company

has until January 8, 2027, or until such earlier liquidation date as the Company’s board of directors may approve or such later

date as the Company’s shareholders may approve pursuant to the Amended and Restated Memorandum and Articles (the “Combination

Period”), to consummate the Business Combination.

If the Company is unable to complete the Business Combination by the end of the

Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released

to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public

Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable

law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations

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

The Sponsor and the Company’s directors

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Liquidity and Capital Resources

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

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

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

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

had a working capital deficit of approximately $ 417,000 and approximately $ 299,000 , respectively.

As of September 30, 2025 and December

31, 2024, approximately $ 5,465,000 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 September

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 approximately $ 244,000 and $ 0 has been drawn by the Company as of June 30, 2025 and December

(the “Sponsor Loan”), of which approximately $ 330,000 and $ 0 has been drawn by the Company as of September 30, 2025 and December

31, 2024, respectively.

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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.

September 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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Basis of Presentation

The unaudited condensed financial statements are

presented in U.S.

dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S.

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 June 30, 2025 and the results of

operations and cash flows for the periods presented.

Certain information and disclosures normally included in unaudited condensed financial

statements prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules and regulations.

Interim results are not necessarily

indicative of results for a full year or any future period.

The unaudited condensed financial statements should be read in conjunction

with the Company’s audited financial statements and notes thereto for the fiscal year ended December 31, 2024 included in the

Company’s Annual Report on Form 10-K filed by the Company with the SEC on March 28, 2025.

The unaudited condensed consolidated financial

statements are presented in U.S.

dollars, in accordance with accounting principles generally accepted in the United States of America

GAAP”) 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 September

30, 2025 and the results of operations and cash flows for the periods presented.

Certain information and disclosures normally included

in unaudited condensed consolidated financial statements prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules

and regulations.

Interim results are not necessarily indicative of results for a full year or any future period.

The unaudited condensed

consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto

for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed by the Company with the

SEC on March 28, 2025.

Principles of Consolidation

The unaudited condensed consolidated financial

statements of the Company include its wholly-owned subsidiaries.

All intercompany accounts and transactions are eliminated in consolidation.

Emerging Growth Company

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This may make comparison of the Company’s

unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth

company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging

growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

Note 2—Summary of Significant Accounting

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which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

estimates may be subject to change as more current information becomes available, and accordingly, the actual results could differ significantly

from those estimates.

of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination

of the fair value of the forward sale securities.

Such estimates may be subject to change as more current information becomes available,

and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

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The Company had no cash equivalents in its operating

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.

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

The Company’s assets held in the Trust Account as of September 30,

2025 comprised predominantly of approximately $ 205,465,000 in cash equivalents.

Concentration of Credit Risk

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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

nine months ended September 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.

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The fair value of the Company’s assets and liabilities,

which qualify as financial instruments under ASC 820 approximates the carrying amounts presented in the condensed balance sheets, primarily

due to their short-term nature, with the exception of the available-for-sale debt securities.

which qualify as financial instruments under ASC 820 approximates the carrying amounts presented in the condensed consolidated balance

sheets, primarily due to their short-term nature, with the exception of the forward sale securities.

Offering Costs Associated with the Initial

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related to the Initial Public Offering.

Class A Ordinary Shares Subject to Possible

Forward Sale Securities

The Company accounts for the forward sale securities

as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the CEPO BTC Equity PIPE

Subscription Agreements using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC

480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the forward sale securities

are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the

requirements for equity classification under ASC 815, including whether the forward sale securities are indexed to the Company’s

This assessment, which requires the use of professional judgment, is conducted at the time of the execution of the CEPO BTC

Equity PIPE Subscription Agreements and as of each subsequent quarterly period-end date while the forward sale securities are outstanding.

The forward sale securities that do not meet all the criteria for equity classification are required to be recorded at their initial fair

value at the time of the execution of the CEPO BTC Equity PIPE Subscription Agreements and on each balance sheet date thereafter.

in the estimated fair value of the forward sale securities are recognized on the unaudited condensed consolidated statements of operations

in the period of the change.

The Company accounts for the forward sale securities in

accordance with guidance in ASC 480-10, Distinguishing Liabilities from Equity , pursuant to which the

forward sale securities do not meet the criteria for equity classification and must be recorded as liabilities or assets.

See Note 7 for

further discussion of the methodology used to determine the fair value of the forward sale securities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary

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Accordingly, as

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.

The Company recognizes

any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares

to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company

recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares.

This method would view

the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable

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

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

of September 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 consolidated balance

The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of

redeemable Class A ordinary shares to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary

This method would view the end of the reporting period as if it were also the redemption date for the security.

The change in

the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and Accumulated deficit.

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

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

reconciled in the following table:

Class A ordinary shares subject to possible redemption, December 31, 2024

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Accretion of carrying value to redemption value

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

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

$ 208,465,011

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 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.

The Company 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 approximates fair value.

The following tables reflect the calculation of

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For the Three Months Ended

June 30, 2025

September 30, 2025

For the Three Months Ended

June 30, 2024

September 30, 2024

Basic and diluted net income (loss) per ordinary share

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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

For the Nine Months Ended

September 30, 2025

For the Nine Months Ended

September 30, 2024

Basic and diluted net income (loss) per ordinary share

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actual results may differ from management’s estimates under different assumptions or conditions.

The Company is currently not aware

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

As of both June

The Company is currently not aware of any issues

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

As of both September 30, 2025

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

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The adoption of the new guidance did not have an impact on the Company’s unaudited

condensed financial statements.

condensed consolidated financial statements.

In March 2024, the FASB issued ASU No.

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effective date.

The adoption of this guidance did not have a material impact on the Company’s unaudited condensed financial statements.

The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial

New Accounting Pronouncements

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The new guidance

will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2025, will

require prospective presentation with an option to apply it retrospectively for each period presented, and early adoption is permitted.

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

will become effective for the Company’s consolidated financial statements issued for annual reporting periods beginning on January

1, 2025, will require prospective presentation with an option to apply it retrospectively for each period presented, and early adoption

is permitted.

Management is continuing its implementation effort of the new guidance, including drafting new financial statement disclosures

required by the standard and developing appropriate internal controls.

The adoption of the new guidance is not expected to have an impact

on the Company’s unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU No.

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The new guidance will become effective for the

Company’s financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning

on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted.

Management is currently

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.

Company’s consolidated financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting

periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

In May 2025, 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

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.

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

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

consolidated financial statements.

SEC Rule on Climate-Related Disclosures

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Management is continuing to monitor the

developments pertaining to the rules and any resulting potential impacts on the Company’s unaudited condensed financial statements.

developments pertaining to the rules and any resulting potential impacts on the Company’s unaudited condensed consolidated financial

The Company’s management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

the Company’s unaudited condensed financial statements.

the Company’s unaudited condensed consolidated financial statements.

Note 3—Initial Public Offering

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The Sponsor and the Company’s directors

and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to

and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier

(A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last

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or other property.

Pursuant to the Sponsor Support Agreement, in connection with the Closing, the Company, Pubco and the Sponsor will

enter into an amendment to the transfer restrictions above to remove clause (B)(x) above.

Private Placement Shares

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Offering held in the Trust Account.

The Sponsor has entered into a letter agreement with the Company pursuant to which it has agreed to

waive its redemption rights with respect to the Private Placement Shares in connection with the completion of the Business Combination

or otherwise.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer,

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

The Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares

in connection with the completion of the Business Combination or otherwise.

The Sponsor and the Company’s officers and directors

have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after

the completion of the Business Combination.

Investment Held in the Trust Account

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the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).

CEPO Cash Equity PIPE Subscription Agreements

Pursuant to the CEPO Cash Equity PIPE Subscription

Agreements, the Sponsor and an independent director of the Company agreed to purchase 500,000 and 100,000 CEPO Cash Equity PIPE Shares,

respectively, at a purchase price of $ 10.00 per share, for an aggregate purchase price of $ 5,000,000 and $ 1,000,000 , respectively.

Business Combination Marketing Agreement

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a cash fee of $ 7,000,000 for such services upon the consummation of the Business Combination.

M&A Engagement Letter

On July 17, 2025, the Company entered into a letter

agreement with CF&Co.

(the “M&A Engagement Letter”), pursuant to which the Company engaged CF&Co.

as its exclusive

financial advisor for the Transactions.

Pursuant to the M&A Engagement Letter, for the services provided thereto CF&Co.

a cash fee at the Closing equal to $ 15,000,000 .

Private Placement Engagement Letter

On July 17, 2025, the Company entered into a letter

agreement with Pubco and CF&Co.

(the “Private Placement Engagement Letter”), pursuant to which CF&Co.

agreed to provide

placement agent services in connection with the Convertible Notes Private Placement, the Preferred Stock Private Placement, the Newco

Private Placement, the CEPO Equity PIPEs and any additional permitted financing (collectively, the “Private Placements”).

Pursuant to the Private Placement Engagement Letter, for the services provided thereto CF&Co.

will receive a cash fee at the Closing

equal to up to approximately $ 54,500,000 , which is equal to the sum of (i) 5.0 % of the gross proceeds received by Pubco and the Company

pursuant to the CEPO Cash Equity PIPE (assuming that all CEPO Cash Equity PIPE Investors fund their commitments in their CEPO Cash Equity

PIPE Subscription Agreements);

(ii) 4.5 % of the gross proceeds received by Pubco and the Company pursuant to the Preferred Stock Private

Placements and the exercise of the Preferred Stock Option (assuming that the Preferred Stock Investors and the July Convertible Notes

Investors who exercised the Preferred Stock Option fund their commitments in their Preferred Stock Subscription Agreements and Convertible

Notes Subscription Agreements);

and (iii) 4.0 % of the gross proceeds received by Pubco and the Company pursuant to the Convertible Notes

Private Placement, excluding the Preferred Stock Option (assuming that the Convertible Notes Investors fund their commitments in their

Convertible Notes Subscription Agreements);

provided that 1 % of each such fee is payable at the sole discretion of Pubco;

provided, further,

that such fees are reduced with respect to proceeds received from certain investors;

and provided further, that the amount of such fee

will be reduced by an amount equal to the product of (a) 3.5 %, (b) $ 10.00 and (c) the number of Public Shares redeemed in connection with

the Business Combination.

Sponsor Support Agreement

On July 16, 2025, the Company entered into

the Sponsor Support Agreement with the Sponsor and Pubco, as described in Note 1.

Related Party Loans

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

As of June 30, 2025 and December

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

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

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

Company had approximately $ 330,000 and $ 0 , respectively, outstanding under the Sponsor Loan.

If the Sponsor Loan is insufficient to cover the

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released to the Company;

provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s

provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the lender’s

option, all or any portion of the amount outstanding under any Working Capital Loans may be converted into Class A ordinary shares at

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and no written agreements exist with respect to such loans.

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

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

under the Working Capital Loans.

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The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Note.

Administrative Support Agreement

Administrative Services Agreement

The Company has agreed to pay $ 10,000 a month

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

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

Commencing on January 6, 2025, the Company compensates

its independent directors through cash payments for their services on the Company’s board of directors.

As a result, during the

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.

During the three months ended September 30, 2025 and 2024, the

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

During the nine months ended September 30, 2025 and 2024, the Company

incurred approximately $ 88,000 and $ 0 , respectively, for these services.

Note 5—Commitments and Contingencies

Registration Rights

Registration Rights Agreement

Pursuant to a registration rights agreement entered

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in connection with the Business Combination (see Note 4).

M&A Engagement Letter

The Company has engaged CF&Co.

as its exclusive

financial advisor for the Transactions (see Note 4).

Private Placement Engagement Letter

The Company has engaged CF&Co.

placement agent services in connection with the Private Placements (see Note 4).

Independent Directors Compensation

Commencing on January 6, 2025, the Company compensates

its independent directors through cash payments for their services on the Company’s board of directors.

As a result, during the

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

condensed consolidated statements of operations.

During the nine months ended September 30, 2025 and 2024, the Company recognized approximately

$ 74,000 and $ 0 , respectively, of compensation expense on its unaudited condensed consolidated statements of operations.

The corresponding

accrued compensation payable recognized on the Company’s condensed consolidated balance sheets was $ 25,000 and $ 0 as of September

30, 2025 and December 31, 2024, respectively.

Risks and Uncertainties

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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.

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

The unaudited

condensed consolidated 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 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 September 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 no Class A ordinary shares issued and outstanding.

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Information contained

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

As of both June 30, 2025 and

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

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

As of both September

30, 2025 and December 31, 2024, there were 5,000,000 Class B ordinary shares issued and outstanding.

Prior to the consummation of the Business Combination,

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

As of both June 30, 2025 and December

As of both September 30, 2025 and December

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

Note 7—Fair Value Measurements on a Recurring

Note 7—Fair Value Measurement on a Recurring

Fair value is defined as the price that would

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These three levels of the fair value hierarchy are:

Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets;

Level 2 measurements - inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets;

2 measurements – inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop

its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value

drivers are unobservable.

In some circumstances, the inputs used to measure

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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 June 30, 2025, and indicates the fair value hierarchy

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

June 30, 2025

Prices in Active Markets

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

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

September 30, 2025

Prices in Active

Assets held in Trust Account – U.S.

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$ 205,465,002

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

investment in a money market fund classified as cash equivalents;

Forward sale securities liability

As of September 30, 2025, Level 1 assets include

an investment in a money market fund classified as cash equivalents;

the fund holds U.S.

government debt securities.

The Company uses inputs

such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the

fair value of its investment.

The Company did not hold assets measured at fair

value on a recurring basis as of December 31, 2024.

The Company uses

inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine

the fair value of its investment.

The Company did not hold assets or liabilities

measured at fair value on a recurring basis as of December 31, 2024.

Forward Sale Securities

The fair value of the forward sale securities

to be issued under the CEPO BTC Equity PIPE Subscription Agreements is based on the fair value of Bitcoin as of the measurement date.

The excess (asset) or deficit (liability) of the fair value of the forward sale securities to be issued as of September 30, 2025, as compared

to the fair value of Bitcoin stipulated under the CEPO BTC Equity PIPE Subscription Agreements, is discounted to derive present value

and then reduced to account for the probability of consummation of the Business Combination.

The primary unobservable input utilized in

determining the fair value of the forward sale securities is the probability of consummation of the Business Combination.

As of September

30, 2025, the probability assigned to the consummation of the Business Combination was 15.8 %.

The probability was determined based on

observed success rates of business combinations for special purpose acquisition companies.

The following table presents the changes in the

fair value of the forward sale securities for the three and nine months ended September 30, 2025:

Forward Sale Securities

Fair value at inception

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2025

$ ( 569,799 )

in valuation inputs or other assumptions are recognized in Change in fair value of forward sale securities in the unaudited condensed

consolidated statements of operations.

Note 8—Segment Information

The Company has not yet commenced operations,

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”).

thus all activity for the three and nine months ended September 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

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the Business Combination, at the earliest.

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

During the three months ended September 30, 2025 and 2024, the Company earned approximately

$ 2,149,000 and $0 , respectively, of interest income on the investment held in the Trust Account.

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.

See the Company’s condensed balance sheets for

additional information.

During the nine months ended September

30, 2025 and 2024, the Company earned approximately $ 5,465,000 and $0 , respectively, of interest income on investments held in the Trust

The Company’s significant segment expenses were general and administrative expenses, which were approximately $ 358,000

and approximately $14,000 for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 667,000 and approximately

$ 57,000 for the nine months ended September 30, 2025 and 2024, respectively.

The remaining segment expenses consisted of administrative

expenses paid to the Sponsor and the loss as a result of the change in fair value of the forward sale securities, which amounted to approximately

$ 600,000 and $ 0 for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 658,000 and $ 0 for the nine months

ended September 30, 2025 and 2024, respectively.

Refer to the Company’s unaudited condensed consolidated statements of operations

for additional information.

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

the Company had total assets of approximately $ 205,749,000 and $ 218,000 , respectively.

See the Company’s condensed consolidated

balance sheets for additional information.

Note 9—Subsequent Events

The Company evaluated subsequent events and transactions

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

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.

that occurred after the balance sheet date up to the date that the unaudited condensed consolidated 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

consolidated financial statements.

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