What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-04 · 171 added, 157 removed, 287 unchanged (53% of the section changed)

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References to the “Company,” “our,”

“us” or “we” refer to Cantor Equity Partners I, Inc.

The following discussion and analysis of the Company’s

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

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

Certain information contained in the discussion and analysis

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

“us” or “we” refer to Cantor Equity Partners I, Inc., a Cayman Islands exempted company.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

consolidated financial statements and the notes thereto in Part I, Item I of this Report (as defined below).

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”)

includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on

our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks,

uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially

different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“continue,” or the negative of such terms or other similar expressions.

Such statements include, but are not limited to, possible

business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical

fact included in this Form 10-Q.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described

in our other Securities and Exchange Commission (“SEC”) filings.

This Quarterly Report on Form 10-Q for the

quarterly period ended June 30, 2026 (this “Report”) includes forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that

may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels

of activity, performance or achievements expressed or implied by such forward-looking statements.

When used in this Report, words such

as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, identify

forward-looking statements.

Such statements include, but are not limited to, possible business combinations and the financing thereof,

and related matters, as well as all other statements other than statements of historical fact included in this Report.

Factors that might

cause or contribute to such a discrepancy include, but are not limited to, those described in our other United States Securities and Exchange

Commission (“SEC”) filings.

We are a blank check company incorporated in the

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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 or (ii) the distribution of the Trust

Account, as described below.

The Trust Account may be (a) 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)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (b) held as uninvested cash, or (c) held in

a non-interest or interest bearing demand deposit account at a U.S.

chartered commercial bank, 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

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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,

which redemption will completely extinguish holders of the Public Shares’ 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

new rules and regulations for special purpose acquisition companies (“SPACs”), which became effective on July 1, 2024

(the “2024 SPAC Rules”).

The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC

business combination transactions;

(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors

and their affiliates in both SPAC initial public offerings and business combination transactions;

(iii) additional disclosures regarding

projections included in SEC filings in connection with proposed business combination transactions;

and (iv) the requirement that

both the SPAC and its target company be co-registrants for business combination registration statements.

In addition, the SEC’s

adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company

Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance

of such goals.

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.

In March 2024, the SEC adopted final rules relating

to The Enhancement and Standardization of Climate-Related Disclosures for Investors , that would require registrants to provide

climate-related disclosures in registration statements and certain periodic reports.

The final rules set forth requirements for disclosure

of material climate-related risks, mitigation activities, targets and goals, and governance.

The rules also require disclosure of certain

greenhouse gas emissions metrics and attestation of emissions disclosures.

Subsequent to the issuance of the final rules, in April 2024,

the SEC has released an order staying the final 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.

We are continuing to monitor the developments pertaining to the rules.

these reporting requirements are implemented following the completion of judicial review, they may significantly increase the complexity

of our periodic reporting as a U.S.

climate-related disclosures in registration statements and certain periodic reports (the “2024 Climate Rules”).

The 2024 Climate

Rules set forth requirements for disclosure of material climate-related risks, mitigation activities, targets and goals, and governance.

The 2024 Climate Rules also require disclosure of certain greenhouse gas emissions metrics and attestation of emissions disclosures.

to the issuance of the 2024 Climate Rules, in April 2024, the SEC released an order staying the 2024 Climate Rules pending judicial review

of all of the petitions challenging the 2024 Climate Rules and in March 2025, the SEC voted to end its defense of the 2024 Climate Rules.

In May 2026, the SEC issued a proposal for stakeholder comment to fully rescind the 2024 Climate Rules.

We are continuing to monitor the

developments pertaining to the 2024 Climate Rules.

However, if these reporting requirements are implemented, they may significantly increase

the complexity of our periodic reporting as a U.S.

public company.

Business Combination Agreement

On July 16, 2025, we entered into a business combination

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add Pubco as a party.

Certain of our existing agreements will be amended

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

On June 5, 2026, Pubco’s

Registration Statement on Form S-4 (File No.

333-295863) was declared effective by the SEC, and Pubco filed with the SEC its final prospectus

(the “BSTR Final Prospectus”), and we filed with the SEC its definitive proxy statement (the “Definitive Proxy Statement”)

with respect to its extraordinary general meeting of shareholders (the “Meeting”) to be held on June 26, 2026 to approve the

BSTR Business Combination and the other proposals described in the Definitive Proxy Statement.

On June 24, 2026, we

announced a postponement of the to the Meeting from June 26, 2026 to July 2, 2026.

On June 30, 2026, we

announced a further postponement of the Meeting from July 2, 2026 to July 10, 2026.

2026, we announced that (i) we and Pubco were discussing a potential revised structure and amended terms for the previously announced BSTR

Business Combination and would not complete the BSTR Business Combination on the terms initially set forth in the Business Combination

Agreement, (ii) that the Meeting was indefinitely postponed, (iii) that any Public Shares submitted for redemption would be returned to

shareholders and not be redeemed, and (iv) the Convertible Notes Private Placement, the Preferred Stock Private Placements, the CEPO Equity

PIPEs and the Newco Private Placement would not be required to be consummated.

On July 16, 2026, each

of the July Convertible Notes Subscription Agreements, the August Convertible Notes Subscription Agreements, the Preferred Stock Subscription

Agreements, the CEPO Cash Equity PIPE Subscription Agreements, the CEPO BTC Equity PIPE Subscription Agreements and the Newco Subscription

Agreements terminated automatically in accordance with their terms.

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.

22, 2025, August 7, 2025, August 25, 2025, August 28, 2025, March 2, 2026, March 26, 2026, May 14, 2026, June 24, 2026, June 30, 2026,

and July 8, 2026, the BSTR Final Prospectus, the Definitive Proxy Statement, and the other filings we and Pubco may make from time to

time with the SEC.

Liquidity and Capital Resources

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

As of both June 30, 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

As of June 30, 2026 and December 31, 2025, we had a working capital deficit of approximately

$1,332,000 and approximately $589,000, respectively.

As of March 31, 2026 and December 31, 2025, approximately $9,374,000 and approximately

As of June 30, 2026 and December 31, 2025, approximately $11,233,000 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

Our liquidity needs through June 30, 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

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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.

$925,000 and approximately $486,000 has been drawn by us as of June 30, 2026 and December 31, 2025, respectively.

If the Sponsor Loan is insufficient, the Sponsor

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Capital Loans”).

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

As of both June 30, 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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Results of Operations

Our entire activity from inception through March

Our entire activity from inception through June

30, 2026 related to our formation, the Initial Public Offering, and to our efforts toward locating and completing a suitable Business

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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

For the three months ended June 30, 2026, we had

net income of approximately $6,524,000, which consisted of approximately $5,096,000 of gain from the change in fair value of forward sale

securities and approximately $1,858,000 of interest income on investments held in the Trust Account, partially offset by approximately

$400,000 of general and administrative expenses, and $30,000 of administrative expenses incurred pursuant to the administrative services

agreement with the Sponsor.

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

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

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

pursuant to the administrative services agreement with the Sponsor.

For the six months ended June 30, 2026, we had

net income of approximately $2,362,000, which consisted of approximately $3,719,000 of interest income on investments held in the Trust

Account, partially offset by approximately $686,000 of general and administrative expenses, approximately $611,000 of loss from the change

in fair value of forward sale securities, and $60,000 of administrative expenses incurred pursuant to the administrative services agreement

with the Sponsor.

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

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

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

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

Factors That May Adversely Affect Our Results of Operations

Factors That May Adversely Affect Our Results

of Operations and Ability to Complete the Business Combination

Our results of operations and our ability to complete

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We engaged Cantor Fitzgerald & Co.

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.

an affiliate of the Sponsor, pursuant to the business combination marketing agreement, dated January 6, 2025, 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 of $7,000,000 for such services upon the consummation

of the Business Combination.

a cash fee of $7,000,000

for such services upon the consummation of the Business Combination.

Related Party Loans

In connection with the Initial Public Offering,

the Sponsor has agreed to lend us up to $3,000,000 pursuant to a promissory note (the “Sponsor Note”) in connection with the

consummation of the Business Combination, an extension of time for us to consummate the Business Combination or our liquidation (each,

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 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;

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

If we are unable to consummate the Business Combination, the Sponsor Note would be repaid only out of funds held outside of the Trust

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

In order to finance transaction costs in connection

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

The Sponsor has agreed to lend us up to $3,000,000

pursuant to a promissory note (the “Sponsor Note”) in connection with the consummation of the Business Combination, an extension

of time for us to consummate the Business Combination or our liquidation (each, 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 Public Shares on such Redemption Event.

The Sponsor Note 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

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

If we are unable to consummate the Business Combination,

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

The Sponsor has waived any claims against the Trust

Account in connection with the Sponsor Note.

In order to finance transaction costs in connection

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, pursuant to the administrative services agreement,

dated February 6, 2025.

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

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 with Working Capital Loans.

As of June 30, 2026 and December 31, 2025, we

had approximately $925,000 and approximately $486,000, respectively, outstanding under the Sponsor Loan.

As of both March 31, 2026 and

As of both June 30, 2026 and

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

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Use of Estimates

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 financial statements.

These accounting

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

Management bases

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

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

To the extent actual experience differs

from the assumptions used, our 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.

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 financial statements.

These accounting estimates require the use of assumptions about matters,

some of which are highly uncertain at the time of estimation.

Management bases its estimates on historical experience and on various other

assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate

these estimates on an ongoing basis.

To the extent actual experience differs from the assumptions used, our consolidated balance sheets,

unaudited condensed consolidated statements of operations, unaudited condensed consolidated statements of shareholders’ 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.

in accordance with guidance in Financial Accounting Standards Board’s 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.

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.

As of June 30, 2026 and December 31, 2025, the redemption value per Public Share

was $10.71 and $10.53, respectively.

Emerging Growth Company

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Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised

financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities

Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the

Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can

elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any

such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our unaudited

condensed consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth

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

standard used.

financial accounting standards until private companies (that is, those that do not have an effective registration statement under the

Securities Act or a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our unaudited condensed consolidated financial statements in Part I, Item 1 of this Report with another public

company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition

period, difficult or impossible because of the potential differences in accounting standard used.

Forward Sale Securities

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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

June 30, 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.

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against Additional paid-in capital and Accumulated deficit.

Net Income (Loss) Per Ordinary Share

Net Income Per Ordinary Share

We comply with the accounting and disclosure requirements

of ASC 260, Earnings Per Share .

Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to shareholders

by the weighted average number of ordinary shares outstanding for the applicable periods.

We apply the two-class method in calculating

earnings per share and allocate net income (loss) pro rata to Class A ordinary shares subject to possible redemption, nonredeemable Class

A ordinary shares and Class B ordinary shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings

per share as the redemption value approximates fair value.

Net income per ordinary share is computed by dividing net income applicable to shareholders by

the weighted average number of ordinary shares outstanding for the applicable periods.

We apply the two-class method in calculating earnings

per share and allocate net income pro rata to Class A ordinary shares subject to possible redemption, nonredeemable Class A ordinary shares

and Class B ordinary shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the

redemption value approximates fair value.

See Note 2—“Summary of Significant

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

Off-Balance Sheet Arrangements and Contractual Obligations

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.

Quantitative and Qualitative Disclosures

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis