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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 213 added, 144 removed, 208 unchanged (63% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,”

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The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the

notes thereto contained elsewhere in this Report (as defined below).

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements

and the notes thereto contained elsewhere in this Report (as defined below).

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

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and (ii) the distribution of the Trust Account, as described below.

We have until January 8, 2027 (24 months from

the closing of the Initial Public Offering), or until such earlier liquidation date as our board of directors may approve or such later

date as our shareholders may approve pursuant to the Amended and Restated Memorandum and Articles of Association of the Company (the “Combination

We have until January 8, 2027 (24 months

from the closing of the Initial Public Offering), or until such earlier liquidation date as our board of directors may approve or such

later date as our shareholders may approve pursuant to Our Amended and Restated Memorandum and Articles of Association (the “Combination

Period”), to consummate the Business Combination.

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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 our remaining shareholders and our board of directors,

dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the

requirements of other applicable law.

in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us 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 our remaining shareholders and our board of directors, dissolve

and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

On January 24, 2024, the SEC adopted the

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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”).

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 us (“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

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) we will

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

our shareholders (i) holding our Class B ordinary shares, par value $0.0001 per share (“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”),

and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”),

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

and with our shareholders (i) holding our Class B ordinary shares, par value $0.0001 per share (“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,

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will become a publicly traded company.

Contemporaneously with the execution of the Business

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

Concurrently with the execution of the Business

Combination Agreement, we 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) we 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) we 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) we 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.

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) we, 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) $10.00.

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, we, Pubco 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 our existing agreements will be amended

or amended and restated in connection with the Transactions.

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, we 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.

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, we 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, we 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.

Concurrently with the execution of the Business

Combination Agreement, we 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 PIPE”).

Additionally, concurrently with the execution

of the Business Combination Agreement, we 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, we, 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) we 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, we, 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, we 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 our existing agreements

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

For more information regarding the Transactions,

refer to our filings with the SEC, including the Current Reports on Form 8-K filed by us with the SEC on July 17, 2025, July 22, 2025,

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

August 7, 2025, August 25, 2025 and August 28, 2025, and the other filings we and Pubco may make from time to time with the SEC.

Liquidity and Capital Resources

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

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

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

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

we had $25,000 and $0, respectively, of cash in our operating account.

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

Our liquidity needs through June 30, 2025 have

been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of our Class B ordinary shares, a loan

of approximately $134,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation

of the Private Placement with the Sponsor not held in the Trust Account and the Sponsor Loan (as defined below).

We fully repaid the Pre-IPO

Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with a Business

Combination, the Sponsor has committed to loan us up to $1,750,000 to fund our expenses relating to investigating and selecting a target

business and other working capital requirements (the “Sponsor Loan”), of which approximately $244,000 and $0 has been drawn

by us as of June 30, 2025 and December 31, 2024, respectively.

Our liquidity needs through September 30, 2025

have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of our Class B ordinary shares, a

loan of approximately $134,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the

consummation of the Private Placement with the Sponsor not held in the Trust Account and the Sponsor Loan (as defined below).

repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection

with a Business Combination, the Sponsor has committed to loan us up to $1,750,000 to fund our expenses relating to investigating and

selecting a target business and other working capital requirements (the “Sponsor Loan”), of which approximately $330,000 and

$0 has been drawn by us as of September 30, 2025 and December 31, 2024, respectively.

If the Sponsor Loan is insufficient, the Sponsor

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Capital Loans”).

As of both June 30, 2025 and December 31, 2024, we did not have any borrowings under the Working Capital Loans.

As of both September 30, 2025 and December 31, 2024, we did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that

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Results of Operations

Our entire activity from inception through June

Our entire activity from inception through September

30, 2025 related to our formation, the Initial Public Offering, and to our efforts toward locating and completing a suitable Business

6 unchanged sentences

and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2025, we had

net income of approximately $1,955,000, which consisted of approximately $2,130,000 of interest income on investments held in the Trust

Account, partially offset by approximately $145,000 of general and administrative expenses, and $30,000 of administrative expenses paid

to the Sponsor.

For the three months ended June 30, 2024, we had

a net loss of approximately $43,000, which resulted from approximately $43,000 of general and administrative expenses.

For the six months ended June 30, 2025, we had

net income of approximately $2,949,000, which consisted of approximately $3,316,000 of interest income on investments held in the Trust

Account, partially offset by approximately $309,000 of general and administrative expenses, and approximately $58,000 of administrative

expenses paid to the Sponsor.

For the six months ended June 30, 2024, we had

a net loss of approximately $43,000, which resulted from approximately $43,000 of general and administrative expenses.

For the three months ended September 30, 2025,

we had net income of approximately $1,191,000, which consisted of approximately $2,149,000 of interest income on investments held in the

Trust Account, partially offset by approximately $570,000 of loss from the change in fair value of forward sale securities, approximately

$358,000 of general and administrative expenses, and $30,000 of administrative expenses paid to the Sponsor.

For the three months ended September 30, 2024,

we had a net loss of approximately $14,000, which resulted from approximately $14,000 of general and administrative expenses.

For the nine months ended September 30, 2025,

we had net income of approximately $4,140,000, which consisted of approximately $5,465,000 of interest income on investments held in the

Trust Account, partially offset by approximately $667,000 of general and administrative expenses, approximately $570,000 of loss from

the change in fair value of forward sale securities, and approximately $88,000 of administrative expenses paid to the Sponsor.

For the nine months ended September 30, 2024,

we had a net loss of approximately $57,000, which resulted from approximately $57,000 of general and administrative expenses.

Factors That May Adversely Affect Our Results of Operations

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to, provide us Working Capital Loans.

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

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

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

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

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

As of both September 30, 2025 and December 31,

2024, we had no borrowings under the Working Capital Loans or the Sponsor Note.

Investment Held in the Trust Account

Starting on January 9, 2025, our investment in

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

See Note 4—“Related Party Transactions”

and Note 5—“Commitments and Contingencies” to our unaudited condensed financial statements in Part I, Item 1 of this

Report for information regarding additional contractual obligations.

Critical Accounting Policies and Estimates

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Use of Estimates

The preparation of our unaudited condensed financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the

disclosure of contingent assets and liabilities, in our unaudited condensed financial statements.

These accounting estimates require the

use of assumptions about matters, some of which are highly uncertain at the time of estimation.

Management bases its estimates on historical

experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis

for making judgments, and we evaluate these estimates on an ongoing basis.

To the extent actual experience differs from the assumptions

used, our condensed balance sheets, unaudited condensed statements of operations, unaudited condensed statements of shareholders’

equity (deficit) and unaudited condensed statements of cash flows could be materially affected.

We believe that the following accounting

policies involve a higher degree of judgment and complexity.

The preparation of our unaudited condensed consolidated

financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses,

and the disclosure of contingent assets and liabilities, in our unaudited condensed consolidated financial statements.

These accounting

estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation.

Management bases

its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results

of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis.

To the extent actual experience differs

from the assumptions used, our condensed consolidated balance sheets, unaudited condensed consolidated statements of operations, unaudited

condensed consolidated statements of shareholders’ equity (deficit) and unaudited condensed consolidated statements of cash flows

could be materially affected.

We believe that the following accounting policies involve a higher degree of judgment and complexity.

Emerging Growth Company

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This may make comparison of our unaudited

condensed financial statements with another public company, which 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

condensed consolidated financial statements with another public company, which 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

standard used.

Class A Ordinary Shares Subject to Possible Redemption

Forward Sale Securities

We account for the Class A ordinary shares underlying

the CEPO BTC Equity PIPE Subscription Agreements, which are referred in this Report as forward sale securities, in accordance with guidance

in Accounting Standards Codification (“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.

Class A Ordinary Shares Subject to

Possible Redemption

We account for the Class A ordinary shares subject

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rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

Accordingly, as of June

Accordingly, as 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 our condensed balance sheets.

We recognize any subsequent changes

in redemption value immediately as they occur and adjust 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, we 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.

temporary equity outside of the shareholders’ deficit section of our condensed consolidated balance sheets.

We recognize any subsequent

changes in redemption value immediately as they occur and adjust 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, we 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

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Net Income (Loss) Per Ordinary Share

We comply 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.

We apply the two-class method

in calculating earnings per share and allocate 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.

We comply 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.

We apply the two-class method in calculating

earnings per share and allocate 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.

See Note 2—“Summary of Significant

Accounting Policies” to our unaudited condensed financial statements in Part I, Item 1 of this Report for additional information

regarding these critical accounting policies and other significant accounting policies.

Accounting Policies” to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Report for additional

information regarding these critical accounting policies and other significant accounting policies.

Off-Balance Sheet Arrangements and Contractual Obligations

As of June 30, 2025, we did not have any off-balance sheet arrangements

As of September 30, 2025, we did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

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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 2. Management’s Discussion and Analysis