Press release·08/15/2026 01:26:32

Overview

CEPO Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on November 11, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s sponsor is Cantor EP Holdings I, LLC (the “Sponsor”).

The Company focused its search on companies operating in the financial services, digital assets, healthcare, real estate services, technology and software industries. The Company completed its initial public offering (the “IPO”) on January 8, 2025, raising $200 million by selling 20 million Class A ordinary shares at $10 per share. Simultaneously, the Sponsor purchased 500,000 Class A ordinary shares at $10 per share in a private placement.

The Company has until January 8, 2027 to complete a business combination. If it is unable to do so, the Company will liquidate and return the funds held in the trust account to its public shareholders.

Business Combination Agreement

On July 16, 2025, the Company entered into a business combination agreement with BSTR Holdings, Inc. (“Pubco”), BSTR Intermediate, BSTR Holdings (Cayman), BSTR Newco, LLC, PEMS Sub A, Inc., PEMS Sub B, Inc., and PEMS Merger Sub C, Inc. The key terms of the agreement were:

• The Company will merge with CEPO Merger Sub, with CEPO Merger Sub continuing as the surviving entity. The Company’s shareholders will receive Class A ordinary shares of Pubco in exchange.
• BSTR Newco, LLC will merge with Newco Merger Sub, with Newco continuing as the surviving company. The Seller will receive shares of Pubco Class A and Class B common stock in exchange for its membership interests in Newco.
• As a result, Pubco will become a publicly traded company.

The business combination was contingent on several private placements of convertible notes, preferred stock, and equity investments totaling over $1 billion. However, on July 8, 2026, the Company announced that it would not complete the business combination on the originally agreed terms.

Liquidity and Capital Resources

As of June 30, 2026, the Company had $25,000 in its operating account and a working capital deficit of $1.3 million. The Company has been funding its operations through a loan from the Sponsor and the proceeds from the private placement at the time of the IPO.

The Sponsor has committed to provide up to $1.75 million in loans to the Company to fund expenses related to investigating and selecting a target business. As of June 30, 2026, the Company had drawn approximately $925,000 of this loan.

Management believes the Company will have sufficient working capital and borrowing capacity from the Sponsor to meet its needs through the earlier of the consummation of a business combination or one year from the date of the report.

Results of Operations

The Company has not generated any operating revenue to date, as its activities have been limited to its formation, the IPO, and efforts to identify and complete a suitable business combination.

For the three months ended June 30, 2026, the Company had net income of $6.5 million, primarily due to a $5.1 million gain from the change in fair value of forward sale securities and $1.9 million of interest income on investments held in the trust account.

For the six months ended June 30, 2026, the Company had net income of $2.4 million, consisting of $3.7 million of interest income partially offset by $611,000 of losses from the change in fair value of forward sale securities and $686,000 of general and administrative expenses.

Factors that May Adversely Affect Results and Ability to Complete Business Combination

The Company’s results and ability to complete a business combination could be adversely impacted by various factors, including:

• Downturns in financial markets or economic conditions
• Fluctuations in interest rates
• Geopolitical instability, such as the conflicts in Ukraine and the Middle East

These factors could create economic uncertainty and volatility that negatively impact the Company’s operations and its ability to find and complete a suitable business combination.

Contractual Obligations

The Company has the following key contractual obligations:

• Business Combination Marketing Agreement: The Company engaged Cantor Fitzgerald & Co., an affiliate of the Sponsor, to provide advisory services related to the business combination. The Company will pay a $7 million cash fee upon completion of the business combination.
• Related Party Loans: The Sponsor has committed to provide up to $3 million in loans to the Company, of which $925,000 was outstanding as of June 30, 2026. The loans are non-interest bearing and can be converted into Class A ordinary shares at the Sponsor’s option.

Critical Accounting Policies

The Company’s critical accounting policies include:

• Use of Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts.
• Going Concern: The Company’s mandatory liquidation date if a business combination is not completed raises substantial doubt about its ability to continue as a going concern.
• Emerging Growth Company: The Company has elected to take advantage of extended transition periods for new accounting standards as an emerging growth company.
• Forward Sale Securities: The Class A ordinary shares underlying the CEPO BTC Equity PIPE Subscription Agreements are accounted for as forward sale securities.
• Class A Ordinary Shares Subject to Possible Redemption: The Company classifies certain Class A ordinary shares as temporary equity due to their redemption features.
• Net Income Per Ordinary Share: The Company applies the two-class method to calculate earnings per share.