What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-05-04 compared with 2025-11-14 · 28 added, 14 removed, 14 unchanged (75% of the section changed)

7 unchanged sentences

issuance was pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Concurrently with the execution of the Business

Combination Agreement, we and Pubco entered into the CEPO Cash Equity PIPE Subscription Agreements with 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.

Additionally, concurrently with the execution

of the Business Combination Agreement, we and Pubco entered into the July CEPO BTC Equity PIPE Subscription Agreements with the July CEPO

BTC Equity PIPE Investors, pursuant to which the July CEPO BTC Equity PIPE Investors have agreed to purchase, in a private placement immediately

prior to the CEPO Merger, a certain number of Class A ordinary shares, at $10.00 per share, in exchange for 4,156.11 Bitcoin in the aggregate,

with the number of Class A ordinary shares to be issued to each July CEPO BTC Equity PIPE Investor being equal to (i) the product of (A)

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

by (ii) $10.00.

On August 28, 2025, (i) we and Pubco entered into

the August CEPO BTC Equity PIPE Subscription Agreement with the August CEPO BTC Equity PIPE Investor, pursuant to which such investor

agreed to purchase, in a private placement, a certain number of Class A ordinary shares, at $10.00 per share, in exchange for 20 Bitcoin,

with the number of Class A ordinary shares to be issued to such investor being equal to (i) the product of (A) 20 Bitcoin multiplied by

(b) the Closing Bitcoin Price and then divided by (ii) $10.00, and (ii) simultaneously therewith, we, Pubco and Newco entered into a termination

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

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

As a result of the August CEPO BTC Equity

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

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

Use of Proceeds

On January 8, 2025, we consummated the Initial

Public Offering of 20,000,000 Class A ordinary shares, at a purchase price of $10.00 per Public Share, generating proceeds for $200,000,000.

A total of $200,000,000 of the proceeds from the

Initial Public Offering and the Private Placement was placed in the Trust Account located in the United States with Continental acting

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, 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, 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

There has been no material change in the planned

use of the proceeds from the Initial Public Offering and the Private Placement as is described in the Final Prospectus.

For a description of the use of proceeds generated

in the Initial Public Offering and the Private Placement, see Part II, Item 5 of our Annual Report on Form 10-K for the year ended December

31, 2024, as filed with the SEC on March 28, 2025.

There has been no material change in the planned use of proceeds from the Initial Public

Offering and the Private Placement as described in the Final Prospectus or our Annual Report on Form 10-K for the year ended December

31, 2025 as filed with the SEC on March 2, 2026.

The specific investments in the Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer

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. Unregistered Sales of Equity Securities