What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-04 compared with 2025-11-14 · 445 added, 385 removed, 706 unchanged (54% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets:

Prepaid expenses

Receivable from related party

Total Current Assets

Cash and cash equivalents held in Trust Account

Deferred offering costs

$ 209,606,449

$ 207,728,713

Liabilities and Shareholders’ Deficit:

1 unchanged sentence

Accrued expenses

Notes payable – related party

Note payable – related party

Total Current Liabilities

2 unchanged sentences

Commitments and Contingencies

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

Class A ordinary shares subject to possible redemption, 20,000,000 shares issued and outstanding at redemption value of $ 10.62 and $ 10.53 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ Deficit:

1 unchanged sentence

5,000,000 shares authorized;

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

none issued or outstanding as of both March 31, 2026 and December 31, 2025

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 September 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 both March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

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

5,000,000 shares issued and outstanding as of both March 31, 2026 and December 31, 2025

Additional paid-in capital

1 unchanged sentence

( 22,805,771 )

( 16,782,528 )

Total Shareholders’ Deficit

( 22,805,221 )

( 16,781,978 )

Total Liabilities, Commitments and Contingencies and Shareholders’ Deficit

$ 209,606,449

$ 207,728,713

The accompanying notes are an integral part

3 unchanged sentences

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative costs

3 unchanged sentences

Change in fair value of forward sale securities

( 5,706,390 )

Net income (loss)

$ ( 4,162,576 )

Weighted average number of ordinary shares outstanding:

2 unchanged sentences

Class B – Ordinary shares

5,000,000 (1)

Basic and diluted net income (loss) per share:

2 unchanged sentences

Class B – Ordinary shares

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the Three and Nine Months Ended September

IN SHAREHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2026

Ordinary Shares

2 unchanged sentences

$ ( 16,782,528 )

Sale of Class A ordinary shares to Sponsor in private placement

Accretion of redeemable Class A ordinary shares to redemption value

$ ( 16,781,978 )

( 3,691,391 )

Accretion of redeemable Class A ordinary shares to redemption value

( 1,860,667 )

Balance – March 31, 2025

( 1,860,667 )

( 4,162,576 )

Accretion of redeemable Class A ordinary shares to redemption value

( 4,162,576 )

Balance – March 31, 2026

$ ( 22,805,771 )

Balance – June 30, 2025

$ ( 22,805,221 )

For the Three Months Ended March 31, 2025

Ordinary Shares

Shareholders’

Balance – December 31, 2024

$ ( 106,662 )

Sale of Class A ordinary shares to Sponsor in private placement

Accretion of redeemable Class A ordinary shares to redemption value

1 unchanged sentence

( 3,691,391 )

Balance – September 30, 2025

( 8,715,841 )

$ ( 3,936,462 )

For the Three and Nine Months Ended September

Ordinary Shares

Shareholder’s

Balance – December 31, 2023

5,000,000 (1)

Balance – March 31, 2025

$ ( 2,804,653 )

Balance – June 30, 2024

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 consolidated financial statements.

$ ( 2,804,103 )

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

CANTOR EQUITY PARTNERS I, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

For the Three Months Ended

Cash flows from operating activities:

Net income (loss)

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

$ ( 4,162,576 )

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

General and administrative expenses paid by related party

1 unchanged sentence

( 1,860,667 )

( 1,185,948 )

Change in fair value of forward sale securities

2 unchanged sentences

Prepaid expenses

Receivable from related party

Accrued expenses

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

9 unchanged sentences

Deferred offering costs paid by related party

Proceeds from Notes payable – related party

Payment on Notes payable – related party

Proceeds from Note payable – related party

Payment on Note payable – related party

Payment on Payable to related party

3 unchanged sentences

Cash – end of the period

Supplemental disclosure of non-cash activities:

Deferred offering costs included in Accrued expenses

The accompanying notes are an integral part

10 unchanged sentences

not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination,

the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology

the Company focused its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology

and software industries.

1 unchanged sentence

risks associated with early stage and emerging growth companies.

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

As of March 31, 2026, the Company had not commenced

All activity through March 31, 2026 relates to the Company’s formation, the initial public offering (the “Initial

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

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

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.

three months ended March 31, 2026 and 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.

During the three months ended March 31, 2026, 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

3 unchanged sentences

per share (“Class A ordinary shares” and such Class A ordinary shares issued in the Initial Public Offering, the “Public

Shares”) at a purchase price of $ 10.00 per Public Share, generating gross proceeds of $ 200,000,000 , as described in Note 3.

Shares”) at a purchase price of $ 10.00 per share, generating gross proceeds of $ 200,000,000 , as described in Note 3.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 500,000 Class A ordinary shares (the “Private Placement Shares”) to the

Sponsor at a price of $ 10.00 per Private Placement Share in a private placement (the “Private Placement”), generating gross

proceeds of $ 5,000,000 , as described in Note 4.

Sponsor, at a purchase price of $ 10.00 per share, in a private placement (the “Private Placement”), generating gross proceeds

of $ 5,000,000 , as described in Note 4.

The net proceeds of the Private Placement were

4 unchanged sentences

Following the closing of the Initial Public Offering

and the Private Placement on January 8, 2025, an amount of $ 200,000,000 ($ 10.00 per Public Share) from the net proceeds of the sale of

the Public Shares and the Private Placement Shares (see Note 4) was placed in a trust account (the “Trust Account”) located

in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee.

in the Trust Account were initially held in an account at J.P.

Morgan Chase Bank, N.A.

and on January 9, 2025, were transferred to an

account at CF Secured, LLC (“CF Secured”), an affiliate of the Sponsor.

and the Private Placement on January 8, 2025, an amount of $ 200,000,000 ($ 10.00 per share) from the net proceeds of the Initial Public

Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with Continental

Stock Transfer & Trust Company (“Continental”) acting as trustee.

The funds in the Trust Account were initially held

in an account at J.P.

Morgan Chase Bank, N.A., and on January 9, 2025, were transferred to an account at CF Secured, LLC (“CF Secured”),

an affiliate of the Sponsor.

The Trust Account may be invested only in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market

fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act,

or held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company, until the earlier of:

the completion of the Business Combination or (ii) the distribution of the Trust Account, as described below.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions

of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or held as cash or cash items (including in demand

deposit accounts) at a bank, as determined by the Company, until the earlier of:

(i) the completion of the Business Combination or (ii)

the distribution of the Trust Account, as described below.

Business Combination — The Company’s

16 unchanged sentences

The Public Shareholders will be entitled to redeem their Public

Shares for a pro rata portion of the amount then in the Trust Account (which was initially $ 10.15 per Public Share, inclusive of $ 0.15

per redeemed share to be funded pursuant to the Sponsor Note (as defined below) in the applicable Redemption Event (as defined below)).

The Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards

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.

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

vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association

(as may be amended, the “Amended and Restated Memorandum and Articles”), conduct the redemptions pursuant to the tender offer

rules of the U.S.

Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing

the Business Combination.

If, however, shareholder approval of the Business Combination is required by law, or the Company decides to

obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation

pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Shareholder may elect to redeem their

Public Shares irrespective of whether they vote for or against the Business Combination, or if they vote at all.

If the Company seeks

shareholder approval in connection with the Business Combination, the Sponsor and the Company’s directors and officers have agreed

to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the

Initial Public Offering in favor of the Business Combination (except that any Public Shares such parties may purchase in compliance with

the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted

in favor of approving the Business Combination).

In addition, the Sponsor and the Company’s directors and officers have agreed to

waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares held by them in connection

with the completion of the Business Combination.

Shares for a pro rata portion of the amount then in the Trust Account (which, as of March 31, 2026 and December 31, 2025, was $ 10.62 and

$ 10.53 per Public Share, respectively, and for both periods, inclusive of $ 0.15 per redeemed share to be funded pursuant to the Sponsor

Note (as defined below) in the applicable Redemption Event (as defined below)).

The Public Shares are recorded at a redemption value and

classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards

Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”).

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 vote for business or other legal reasons, the Company

will, pursuant to its amended and restated memorandum and articles of association (as may be amended, the “Amended and Restated

Memorandum and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission

(the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination.

If, however, shareholder

approval of the Business Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons,

the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against

the Business Combination, or if they vote at all.

If the Company seeks shareholder approval in connection with the Business Combination,

the Sponsor and the Company’s directors and officers have agreed to vote their Founder Shares (as defined in Note 4), their Private

Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination (except

that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of

1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination).

In addition, the

Sponsor and the Company’s directors and officers have agreed to waive their redemption rights with respect to their Founder Shares,

Private Placement Shares and any Public Shares held by them in connection with the completion of the Business Combination.

Notwithstanding the foregoing, the Amended and

25 unchanged sentences

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

receiving shares of Pubco Class A Stock and Class B common stock, par value $ 0.01 per share, of Pubco (“Pubco Class B Stock”

and, together with the Pubco Class A Stock, “Pubco Stock”) 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 will 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 “BSTR Business Combination”), 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 company.

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”).

with certain investors (the “July Convertible Notes Investors”), pursuant to which the July Convertible Notes Investors have

agreed to purchase, in a private placement, $ 500,000,000 of 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 Notes 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 of Pubco (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

Notes 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 Notes Private Placement and the First Convertible Notes Option, Second Convertible Notes Option or Preferred Stock

Option, as applicable, until 5:00 p.m.

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

Notes Subscription Agreements, certain July Convertible Notes Investors exercised their pro rata share of (i) 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

principal amount of $ 34,870,000 and (ii) 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 .

10 unchanged sentences

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”).

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

of $ 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

1 unchanged sentence

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 .

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

3 unchanged sentences

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

Stock 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,

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, 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, 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

8 unchanged sentences

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”).

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 BSTR

Business Combination (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

17 unchanged sentences

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.

Concurrently with the execution of the Business

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

pursuant to which, among other things, the Sponsor agreed (i) to vote its Class A ordinary shares and Class B ordinary shares in favor

of the Business Combination Agreement and the BSTR Business Combination and certain other matters to be approved by Company shareholders

in connection with the BSTR Business Combination, (ii) to vote its Class A ordinary shares and Class B ordinary shares against certain

other transactions and matters, (iii) to comply with the restrictions imposed by the letter agreement, dated as of January 6, 2025, by

and among the Company, the Sponsor and the Company’s officers and directors as of such time (the “Insider Letter”),

including the restrictions on transferring and redeeming Class A ordinary shares and Class B ordinary shares in connection with the BSTR

Business Combination, (iv) to waive the anti-dilution rights of the Class B ordinary shares set forth in the Amended and Restated Memorandum

and Articles, (v) to surrender, for no consideration, 50 % of its Founder Shares (as defined in Note 4) immediately prior to, and conditioned

upon, the consummation of the CEPO Merger, and (vi) subject to and conditioned upon the Closing, agree that any loans outstanding from

the Sponsor to the Company shall be repaid either in cash or in Class A ordinary shares at $ 10.00 per share as determined by the Sponsor.

Further, pursuant to the Sponsor Support Agreement,

the Company and the Sponsor agreed that prior to Closing, the Company and the Sponsor will enter into an amendment to the Insider Letter

to (i) extend the transfer and lock-up restrictions applicable to the Founder Shares (as defined in Note 4) pre-Closing so that they also

apply to the shares of Pubco the Sponsor receives in exchange for the Founder Shares in the BSTR Business Combination post-Closing, (ii)

modify the duration of the lock-up applicable to the Founder Shares to be the earlier of (a) the twelve month anniversary of the date

of the Closing and (b) the date on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar

transaction that results in all of its stockholders having the right to exchange their shares of Pubco Stock for cash, securities or other

property, and (iii) add Pubco as a party.

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.

will be amended or amended and restated in connection with the BSTR Business Combination.

For more information regarding the BSTR Business

Combination, 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, August 28, 2025, March 2, 2026 and March 26, 2026, 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

As described above, in connection with the BSTR 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

and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement

Shares held by them if the Company fails to complete the Business Combination within the Combination Period.

However, if the Sponsor or

any of the Company’s directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled

to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination

within the Combination Period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining

available for distribution (including Trust Account assets) will be less than $ 10.15 per share (inclusive of $ 0.15 per redeemed share

to be funded pursuant to the Sponsor Note) initially held in the Trust Account.

In order to protect the amounts held in the Trust Account,

the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold

to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the

amount of funds in the Trust Account below $ 10.15 per share.

This liability will not apply with respect to any claims by a third party

who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims

under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed

to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm and the

underwriters of the Initial Public Offering), prospective target businesses or other entities with which the Company does business, execute

agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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 unaudited 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 and officers have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and

the Private Placement Shares held by them if the Company fails to complete the Business Combination within the Combination Period.

However, if the Sponsor or any of the Company’s directors and officers acquire Public Shares in or after the Initial Public

Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the

Company fails to complete the Business Combination within the Combination Period.

In the event of such distribution, it is possible

that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less

than the initial redemption amount of $ 10.15 per share (inclusive of $ 0.15 per redeemed share to be funded pursuant to the Sponsor

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the

extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the

Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $ 10.15 per share

(inclusive of $ 0.15 per redeemed share to be funded pursuant to the Sponsor Note).

This liability will not apply with respect to any

claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the

Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be

responsible to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the

Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(except for the Company’s independent registered public accounting firm and the underwriters of the Initial Public Offering),

prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving

any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

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

As of both March 31, 2026 and December 31, 2025,

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

As of March 31, 2026 and December 31, 2025, the Company had a working capital

deficit of approximately $ 902,000 and approximately $ 589,000 , respectively.

As of March 31, 2026 and December 31, 2025, approximately

$ 9,374,000 and approximately $ 7,513,000 , respectively, of interest income earned on funds held in the Trust Account was available to pay

taxes, if any.

The Company’s liquidity needs through March

31, 2026 have been satisfied through a contribution of $ 25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a

6 unchanged sentences

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 $ 330,000 and $ 0 has been drawn by the Company as of September 30, 2025 and December

31, 2024, respectively.

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

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

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

(the “Sponsor Loan”), of which approximately $ 770,000 and approximately $ 486,000 has been drawn by the Company as of March

31, 2026 and December 31, 2025, respectively.

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

of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined

As of both March 31, 2026 and December 31, 2025, the Company did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that

2 unchanged sentences

year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying

and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures,

selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Over this time period, the Company will be using these funds for paying existing accounts payable and consummating

the BSTR Business Combination.

Basis of Presentation

3 unchanged sentences

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

recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March

31, 2026 and the results of operations and cash flows for the periods presented.

5 unchanged sentences

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.

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

and notes thereto for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed by the

Company with the SEC on March 2, 2026.

Principles of Consolidation

2 unchanged sentences

All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

In connection with the Company’s going concern

considerations in accordance with guidance in ASC 205-40 Presentation of Financial Statements–Going Concern , the Company

has until January 8, 2027 to consummate the Business Combination.

The Company’s mandatory liquidation date, if the Business Combination

is not consummated, raises substantial doubt about the Company’s ability to continue as a going concern.

These unaudited condensed

consolidated financial statements do not include any adjustments related to the recovery of the recorded assets or the classification

of the liabilities should the Company be unable to continue as a going concern.

As discussed above, in the event of a mandatory liquidation,

within ten business days , the Company will 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, if any, and including $ 0.15 per redeemed share to be funded pursuant to the Sponsor Note, divided by the number

of then outstanding Public Shares.

As of March 31, 2026 and December 31, 2025, the redemption value per Public Share was $ 10.62 and $ 10.53 ,

respectively.

Emerging Growth Company

22 unchanged sentences

Use of Estimates

The preparation of financial statements in conformity

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,

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

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.

The preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered

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

One of the more significant accounting

estimates included in these 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

2 unchanged sentences

The Company had no cash equivalents in its operating

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.

account as of both March 31, 2026 and December 31, 2025.

The Company’s assets held in the Trust Account as of March 31, 2026 and

December 31 2025 comprised predominantly of approximately $ 209,374,000 and approximately $ 207,513,000 , respectively, in cash equivalents.

Concentration of Credit Risk

2 unchanged sentences

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

For both the three and

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.

For both the three months

ended March 31, 2026 and 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed

to significant risks on such accounts.

Fair Value of Financial Instruments

3 unchanged sentences

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 consolidated balance

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

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

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

Offering Costs Associated with the Initial

4 unchanged sentences

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

Deferred offering costs of

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

related to the Initial Public Offering.

Forward Sale Securities

30 unchanged sentences

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 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

of both March 31, 2026 and December 31, 2025, 20,000,000 Class A ordinary shares subject to possible redemption are presented as temporary

equity outside of the shareholders’ deficit section of the Company’s consolidated 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 March 31, 2026 and December 31, 2025, the

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

the following table:

Gross proceeds

$ 200,000,000

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

1 unchanged sentence

Accretion of carrying value to redemption value

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

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

$ 210,513,481

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2026

$ 212,374,148

Net Income (Loss) Per Ordinary Share

8 unchanged sentences

excluded from earnings per share as the redemption value approximates fair value.

The following tables reflect the calculation of

The following table reflects the calculation of

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

For the Three Months Ended

September 30, 2025

March 31, 2026

For the Three Months Ended

September 30, 2024

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average number of ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

For the Nine Months Ended

September 30, 2025

For the Nine Months Ended

September 30, 2024

March 31, 2025

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

$ ( 3,264,766 )

$ ( 816,191 )

Basic and diluted weighted average number of ordinary shares outstanding

16 unchanged sentences

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.

As of both March 31, 2026 and

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

The Company is considered an exempted Cayman Islands

22 unchanged sentences

interim periods beginning on January 1, 2025.

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

condensed consolidated financial statements.

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

financial statements.

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The standard improves the transparency of income tax disclosures

by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated

by jurisdiction.

The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.

The Company adopted

the standard on the required effective date for the Company’s consolidated financial statements issued for annual reporting periods

beginning on January 1, 2025.

The adoption of this guidance did not have a material impact on the footnotes to the Company’s consolidated

financial statements and had no impact on the Company’s consolidated financial statements.

In March 2024, the FASB issued ASU No.

8 unchanged sentences

effective date.

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

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

New Accounting Pronouncements

In December 2023, the FASB issued ASU No.

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The standard improves the transparency of income tax disclosures

by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated

by jurisdiction.

The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.

The new guidance

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.

34 unchanged sentences

consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim

Reporting (Topic 270):

Narrow-Scope Improvements .

The guidance clarifies the current interim disclosure requirements and their applicability.

The ASU is intended to address feedback from stakeholders that the current guidance is difficult to navigate.

The amendments do not change

the fundamental nature or expand or reduce the disclosure requirements of interim reporting.

The ASU creates a comprehensive list of interim

disclosures required under U.S.

GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event

or change that has a material effect on an entity has occurred since the previous year end.

The new guidance will become effective for

the Company beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted.

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

In December 2025, the FASB issued ASU No.

2025-12, Codification

Improvements .

The guidance clarifies, corrects errors in or makes other improvements to a variety of topics in the Codification that

are intended to make it easier to understand and apply.

The amendments apply to all reporting entities in the scope of the affected accounting

The new guidance will become effective for the Company beginning on January 1, 2027, can be adopted using either a prospective

or retrospective method, 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

14 unchanged sentences

the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed

or required to be disclosed, for the historical fiscal year for which audited consolidated financial statements are included in the filing.

In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in

March 2025, the SEC voted to end its defense of the rules.

Absent these developments, the rules would have been effective for the Company

upon its registration under the Exchange Act on January 6, 2025 and phased in starting in 2027.

Management is continuing to monitor the

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

or required to be disclosed, for the historical fiscal year for which audited financial statements are included in the filing.

2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules and in March 2025,

the SEC voted to end its defense of the rules.

Absent these developments, the rules would have been effective for the Company upon its

registration under the Exchange Act on January 6, 2025 and phased in starting in 2027.

Management is continuing to monitor the developments

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

The Company’s management does not believe

7 unchanged sentences

In November 2020, the Sponsor purchased 14,375,000

Class B ordinary shares (the “Founder Shares”) for a purchase price of $ 25,000 .

On May 21, 2024, the Sponsor surrendered,

for no consideration, 9,375,000 Class B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class

B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares.

Class B ordinary shares for a purchase price of $ 25,000 .

On May 21, 2024, the Sponsor surrendered, for no consideration, 9,375,000 Class

B ordinary shares, which the Company cancelled, resulting in a decrease in the total number of Class B ordinary shares outstanding from

14,375,000 shares to 5,000,000 shares (the “Founder Shares”).

The Class B ordinary shares will automatically convert into

1 unchanged sentence

restrictions, as described in Note 6.

Further, pursuant to the Sponsor Support Agreement, solely in connection with the BSTR Business

Combination, subject to and conditioned upon the Closing, the Sponsor agreed to forfeit 2,500,000 Founder Shares immediately prior to

the consummation of the CEPO Merger.

The Sponsor and the Company’s directors

10 unchanged sentences

Simultaneously with the closing of the Initial

Public Offering, the Sponsor purchased 500,000 Private Placement Shares at a price of $ 10.00 per Private Placement Share ($ 5,000,000 in

the aggregate) in the Private Placement.

The net proceeds from the Private Placement were added to the net proceeds from the Initial Public

Offering held in the Trust Account.

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.

Public Offering, the Sponsor purchased 500,000 Private Placement Shares at a price of $ 10.00 per share ($ 5,000,000 in the aggregate) in

the Private Placement.

The net proceeds from the Private Placement were added to the net proceeds from the Initial Public Offering held

in the Trust Account.

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

5 unchanged sentences

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.

Agreements, the Sponsor and an independent director of the Company agreed to purchase 500,000 and 100,000 Class A ordinary 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

11 unchanged sentences

as its exclusive

financial advisor for the Transactions.

financial advisor for the BSTR Business Combination.

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 .

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

Private Placement Engagement Letter

22 unchanged sentences

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.

the BSTR Business Combination.

No fee is payable to CF&Co.

for the proceeds raised pursuant to the CEPO BTC Equity PIPE and the Newco

Private Placement.

The Company will also reimburse CF&Co.

at the Closing for all reasonable and documented out-of-pocket expenses

incurred by CF&Co.

in connection with CF&Co.

rendering its services under the Private Placement Engagement Letter, the aggregate

amount of which will not exceed $ 40,000 .

Sponsor Support Agreement

5 unchanged sentences

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

As of September 30, 2025 and December

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

In order to finance transaction costs in connection

8 unchanged sentences

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

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

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

As of March 31, 2026 and December 31, 2025, the Company

had approximately $ 770,000 and approximately $ 486,000 , respectively, outstanding under the Sponsor Loan.

If the Sponsor Loan is insufficient to cover the

11 unchanged sentences

and no written agreements exist with respect to such loans.

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

As of both March 31, 2026 and December 31, 2025, the Company had no borrowings

under the Working Capital Loans.

12 unchanged sentences

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

As of both March 31, 2026 and December

31, 2025, no Redemption Events have occurred.

Administrative Services Agreement

4 unchanged sentences

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

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.

During the three months ended March 31, 2026 and 2025, the Company

incurred $ 30,000 and approximately $ 28,000 , respectively, for these services.

Note 5—Commitments and Contingencies

22 unchanged sentences

as its exclusive

financial advisor for the Transactions (see Note 4).

financial advisor for the BSTR Business Combination (see Note 4).

Private Placement Engagement Letter

5 unchanged sentences

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.

three months ended March 31, 2026 and 2025, the Company recognized approximately $ 34,000 and approximately $ 24,000 , respectively, of compensation

expense on its unaudited condensed consolidated statements of operations.

The corresponding accrued compensation payable recognized on

the Company’s consolidated balance sheets was approximately $ 34,000 and $ 25,000 as of March 31, 2026 and December 31, 2025, respectively.

Risks and Uncertainties

13 unchanged sentences

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

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.

As of both March 31, 2026

and December 31, 2025, there were 500,000 Class A ordinary shares issued and outstanding, excluding 20,000,000 Class A ordinary shares

subject to possible redemption.

Class B Ordinary Shares –

5 unchanged sentences

in a decrease in the total number of Class B ordinary shares outstanding from 14,375,000 shares to 5,000,000 shares.

Information contained

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

As of both September

As of both March

31, 2026 and December 31, 2025, there were 5,000,000 Class B ordinary shares issued and outstanding.

24 unchanged sentences

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

As of both September 30, 2025 and December

As of both March 31, 2026 and December

31, 2025, there were no preference shares issued or outstanding.

17 unchanged sentences

categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The following table presents information about

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

The following tables present information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31,

2025, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value.

March 31, 2026

Prices in Active

6 unchanged sentences

Forward sale securities liability

As of September 30, 2025, Level 1 assets include

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

December 31, 2025

Prices in Active

Assets held in Trust Account – U.S.

government debt securities

$ 207,513,472

Forward sale securities liability

As of both March 31, 2026 and December 31, 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 or liabilities

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.

Forward Sale Securities

1 unchanged sentence

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

The excess (asset) or deficit (liability) of the fair value of the forward sale securities to be issued as of March 31, 2026 and December

31, 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 BSTR Business Combination.

The primary unobservable

input utilized in determining the fair value of the forward sale securities is the probability of consummation of the BSTR Business Combination.

As of March 31, 2026 and December 31, 2025, the probability assigned to the consummation of the BSTR Business Combination was 10.6 % and

12.8 %, respectively.

The probability was determined based on observed success rates of business combinations for third-party special purpose

acquisition companies.

The following table presents the change in the

fair value of the forward sale securities liability for the three months ended March 31, 2026:

Fair value as of December 31, 2025

$ ( 13,196,864 )

Change in valuation inputs or other assumptions (1)

Fair value as of September 30, 2025

( 5,706,390 )

Fair value as of March 31, 2026

$ ( 18,903,254 )

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

2 unchanged sentences

The Company has not yet commenced operations,

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

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

using the entity-wide operating results.

thus all activity for the three months ended March 31, 2026 and 2025 relates to the Company’s formation, the Initial Public Offering,

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

The Company has identified its Chairman

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

The Company consists of one reportable segment,

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

the entity-wide operating results.

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

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

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

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM also reviews interest income and general and administrative expenses

included in the net income (loss).

The CODM reviews interest income on investments held in the Trust Account to measure and monitor shareholder

value and determine the most effective strategy for investing the Trust Account funds while maintaining compliance with the terms of the

trust agreement.

In addition, the CODM reviews and monitors general and administrative expenses to manage and forecast cash to ensure

enough capital is available to complete a Business Combination within the Combination Period and to ensure expenses are aligned with the

underlying contractual agreements.

The Company does not have operating income and

2 unchanged sentences

the Business Combination, at the earliest.

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 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

During the three months ended March 31, 2026 and 2025, the Company earned approximately $ 1,860,000

and approximately $ 1,186,000 , respectively, of interest income on investments held in the Trust Account.

The Company’s significant

segment expenses were general and administrative expenses, which were approximately $ 287,000 and approximately $ 165,000 for the three

months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026, the remaining segment expenses consisted

of administrative expenses incurred pursuant to the administrative services agreement with the Sponsor and the loss as a result of the

change in fair value of the forward sale securities, which amounted to approximately $ 5,736,000 .

For the three months ended March 31,

2025, the remaining segment expenses of approximately $ 28,000 consisted of administrative expenses incurred pursuant to the administrative

services agreement with the Sponsor.

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

As of March 31, 2026 and December 31, 2025, the

Company had total assets of approximately $ 209,606,000 and approximately $ 207,729,000 , respectively.

See the Company’s consolidated

balance sheets for additional information.

5 unchanged sentences

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