What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-04 compared with 2025-11-14 · 204 added, 181 removed, 240 unchanged (62% 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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Although we are not limited in our search for

target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search

on companies operating in the financial services, healthcare, real estate services, technology and software industries.

We are an early

stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.

target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we focused our search on

companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries.

are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging

growth companies.

Our registration statement for our initial public

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On January 8, 2025, we consummated the Initial

Public Offering of 20,000,000 Class A ordinary shares, par value $0.0001 per share (the “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 proceeds of $200,000,000.

Public Offering of 20,000,000 Class A ordinary shares, par value $0.0001 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 share, generating

gross proceeds of $200,000,000.

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 500,000 Class A ordinary shares (the “Private Placement Shares”) at a price of

$10.00 per Private Placement Share to the Sponsor in a private placement (the “Private Placement”), generating gross proceeds

of $5,000,000.

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

at a purchase price of $10.00 per share, in a private placement (the “Private Placement”), generating gross proceeds of $5,000,000.

Following the closing of the Initial Public Offering

and sale of the Private Placement Shares 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.

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.

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 us

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 us, until the earlier of:

(i) the completion of the Business Combination

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 Our Amended and Restated Memorandum and Articles of Association (the “Combination

Period”), to consummate the Business Combination.

If we are unable to complete the Business Combination by the end of the Combination

Period, we 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 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.

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 us 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 us, until the earlier of:

(i) the completion of the Business Combination or (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 our amended and restated memorandum and articles of association (as may be amended, the

“Amended and Restated Memorandum and Articles”) (the “Combination Period”), to consummate the Business Combination.

If we are unable to complete the Business Combination by the end of the Combination Period, we 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 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, liquidate and dissolve, 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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of such goals.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete our Business Combination and may increase

The 2024 SPAC Rules may materially affect our ability to negotiate and complete the Business Combination and may increase

the costs and time related thereto.

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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”),

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

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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 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.

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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.

Pursuant to the July Convertible Notes Private

Placement and the August Convertible Notes Private Placement, taken together, the total aggregate principal amount of Convertible Notes

to be issued by Pubco at Closing will be $574,693,000.

Concurrently with the execution of the Business

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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

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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, we and Pubco entered into

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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.

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

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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”).

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

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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

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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,

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.

Concurrently with the execution of the Business

Combination Agreement, we, 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 our 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 us, the Sponsor and our 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 Class B ordinary shares 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 us

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,

we and the Sponsor agreed that prior to Closing, we 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 below) 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 our existing agreements will be amended

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

For more information regarding the BSTR Business

Combination, 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, August 7, 2025, August 25, 2025, August 28, 2025, March 2, 2026 and March 26, 2026, and the other filings we and Pubco may make

from time to time with the SEC.

Liquidity and Capital Resources

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 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.

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

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

As of March 31, 2026 and December 31, 2025, we 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.

Our 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 Class B ordinary shares (the “Founder

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

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

$770,000 and approximately $486,000 has been drawn by us as of March 31, 2026 and December 31, 2025, respectively.

If the Sponsor Loan is insufficient, the Sponsor

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Capital Loans”).

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

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

Based on the foregoing, management believes that

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Over this time period, we 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.

accounts payable and consummating the BSTR Business Combination.

Results of Operations

Our entire activity from inception through September

Our entire activity from inception through March

31, 2026 related to our formation, the Initial Public Offering, and to our efforts toward locating and completing a suitable Business

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in the Trust Account.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting

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

We have incurred, and expect to incur, increased expenses as a result of being a public company (for legal, financial

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

For the three months ended March 31, 2026, we

had a net loss of approximately $4,163,000, which consisted of approximately $5,706,000 of loss from the change in fair value of forward

sale securities, approximately $287,000 of general and administrative expenses, and $30,000 of administrative expenses incurred pursuant

to the administrative services agreement with the Sponsor, partially offset by approximately $1,860,000 of interest income on investments

held in the Trust Account.

For the three months ended March 31, 2025, we

had net income of approximately $993,000, which consisted of approximately $1,186,000 of interest income on investments held in the Trust

Account, partially offset by approximately $165,000 of general and administrative expenses, and approximately $28,000 of administrative

expenses incurred pursuant to the administrative services agreement with the Sponsor.

Factors That May Adversely Affect Our Results of Operations

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We engaged Cantor Fitzgerald & Co.

an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist us in holding meetings with our shareholders

to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are

interested in purchasing our securities and assist us with our press releases and public filings in connection with the Business Combination.

an affiliate of the Sponsor, pursuant to the business combination marketing agreement as an advisor in connection with the Business Combination

to assist us in holding meetings with our shareholders to discuss the potential Business Combination and the target business’ attributes,

introduce us to potential investors that are interested in purchasing our securities and assist us with our press releases and public

filings in connection with the Business Combination.

We will pay CF&Co.

a cash fee for such services upon the consummation of the Business Combination in an amount of $7,000,000, which

is equal to 3.5% of the gross proceeds of the Initial Public Offering.

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

of the Business Combination.

Related Party Loans

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

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

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

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

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In order to finance transaction costs in connection

with an intended Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to us to fund expenses

relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office

space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior

to the Business Combination.

The Sponsor Loan does not bear interest and will be repaid by us to the Sponsor upon consummation of the

Business Combination;

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

Offering, all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion

price of $10.00 per share.

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

If the Sponsor

Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated

to, provide us Working Capital Loans.

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.

with the Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to us to fund expenses relating

to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space,

administrative and shared personnel support services that will be paid to the Sponsor.

The Sponsor Loan does not bear interest and is

repayable by us to the Sponsor upon consummation of the Business Combination;

provided that, at any time beginning 60 days after the date

of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may

be converted into Class A ordinary shares at a conversion price of $10.00 per share.

Otherwise, the Sponsor Loan would be repaid only

out of funds held outside the Trust Account.

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

of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

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

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

As of both March 31, 2026 and

December 31, 2025, we had no borrowings under the Working Capital Loans or the Sponsor Note.

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.

and Note 5—“Commitments and Contingencies” to our unaudited condensed consolidated 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 consolidated

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

The preparation of our 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.

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

These accounting

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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.

from the assumptions used, our 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.

Going Concern

In connection with our going concern considerations

in accordance with guidance in Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements–Going

Concern , we have until January 8, 2027 to consummate the Business Combination.

Our mandatory liquidation date if the Business Combination

is not consummated raises substantial doubt about our ability to continue as a going concern.

Our unaudited condensed consolidated financial

statements included in this Report do not include any adjustments related to the recovery of the recorded assets or the classification

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

In the event of a mandatory liquidation, within ten business days,

we 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 us 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.

31, 2026 and December 31, 2025, the redemption value per Public Share was $10.62 and $10.53, respectively.

Emerging Growth Company

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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.

in ASC 480-10, Distinguishing Liabilities from Equity , pursuant to which the forward sale securities do not meet the criteria for

equity classification and must be recorded as liabilities or assets.

Class A Ordinary Shares Subject to

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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 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 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

in charges against Additional paid-in capital and Accumulated deficit.

Accordingly, as 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 our 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 in charges

against Additional paid-in capital and Accumulated deficit.

Net Income (Loss) Per Ordinary Share

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Off-Balance Sheet Arrangements and Contractual Obligations

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

As of March 31, 2026, 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.

4 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 2. Management’s Discussion and Analysis