Exhibit 99.2
Bitcoin Standard Treasury Company BSTR Holdings, Inc. – Investor Presentation July 2025
Disclaimer 2 Disclaimersand Other Important Information This presentation(this “Presentation”) is beingfurnished solely to recipients that are “qualified institutional buyers”as defined in Rule 144Aof the Securities Act of 1933, asamended (the “Securities Act”), or“accreditedinvestors”(as defined in Rule 501 of Regulation D) (any such recipient, together with its subsidiariesand affiliates, the “Recipient”) by Cantor Equity Partners I, Inc. (“CEPO”), BSTR Newco, LLC, a Delawarelimited liability company(the “Company” or “BSTR”), and BSTR Holdings, Inc., a Delaware corporation (“Pubco,” and togetherwith CEPOand the Company, the “Parties”)solely for informationalpurposesof consideringthe opportunity to participatein (i) the proposed private placement of convertiblenotes by Pubco, withoptions to purchase additional convertiblenotes and shares ofconvertiblepreferred stock(the “Convertible Notes Private Placement”), (ii) the proposed private placement of sharesof convertiblepreferred stock of Pubco(the “Convertible Preferred Stock Private Placement”), (iii) the proposed issuanceof Class A ordinary sharesby CEPO, whichclass Aordinary shareswill be purchased in cash or Bitcoin (the “Equity Private Placement”), and (iv) the proposed private investmentin Newcoby purchasingmembership interestsin Newco(the “Newco Equity PIPE”, and, togetherwith the Convertible Notes Private Placementand Convertible Preferred Stock Private Placement, the “Private Placements”), in connection with a potential businesscombination among the Partiesand related transactions (the“Business Combination” and togetherwith the Private Placements, the “Transactions”).By reading this Presentation, the Recipient will be deemed to have agreed to the obligations and restrictionsset out below. This Presentationand any oral statements madein connectionwith this Presentation do not constitutean offer to sell, or a solicitationof an offer to buy, or a recommendation to purchase, any securitiesin any jurisdiction, orthe solicitation of any proxy, vote, consentor approval in any jurisdiction, in connection with the Transactions, nor shall there be any sale, issuanceor transferof any securitiesin any jurisdictionwhere, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction.This Presentation does not constitute either advice or a recommendationregardingany securities. Any offer to sell securitiespursuant to the Private Placementswill be made only pursuant to a definitive subscription agreementand related documentation and will be made in reliance on an exemption from registration under the Securities Act for offersand sales of securities that do not involve a public offering. Any other solicitation or offering of securitiesshall be made only by means of a prospectusmeeting the requirementsof the Securities Act or an exemption therefrom. The Partiesreserve the right to withdraw or amend for any reason any offeringand to rejectany subscription agreementfor any reason, or for no reason. The communication of this Presentationis restrictedby law; it is not intended for distribution to, or useby any person in, any jurisdiction where such distribution or usewould be contrary tolocal law or regulation. The Recipient acknowledges that it is (a) aware that the United Statessecuritieslaws prohibit any person who has material, non - public information concerninga company from purchasing orselling securitiesof such companyor from communicatingsuch information to any other person under circumstancesin which it is reasonablyforeseeablethat suchperson is likely to purchaseor sell suchsecurities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and that the Recipient will neither use, nor causeany third party to use, this Presentation or any informationcontained herein in contravention of the Exchange Act, including, without limitation, Rule 10b - 5 thereunder. The convertiblenotes and the shares ofconvertiblepreferred stockto be issued in the Convertible Notes Private Placementand the Class Aordinary sharesto be issued in the Equity Private Placement havenot been registered under the Securities Act and may not be offered or sold in the United States absent registrationor an applicable exemption from the registrationrequirements of the Securities Act. No representationsor warranties, express orimplied, are given in, or in respectof, this Presentation. This Presentation is subjectto updating, completion, revision, verification and further amendment. None of the Parties ortheir respectiveaffiliates has authorized anyone to provide interested parties with additional or different information. No securities regulatoryauthority hasexpressedan opinion about the securitiesdiscussedin this Presentationor determined if this Presentation is truthful, accurate or complete, and it is an offenseto claim otherwise. None of CEPO, the Company or Pubconor any of their respectivesubsidiaries, equityholders, affiliates, representatives, partners, members, directors, officers, employees, advisersor agents(collectively, “Representatives”) makesany representation or warranty, express or implied, as to the accuracyor completenessof the information contained herein or any other written, oral or other communications transmittedor otherwisemade available to the Recipient in the courseof its evaluation of the Transactions, and nothing contained herein shall be relied upon as a promise or representationwhether as to the past or future performance. To the fullest extent permitted by law, none of the Partiesnor any of their Representativesshall be responsibleor liable for any direct, indirect or consequentialloss or loss of profit arising from the use of this Presentation, itscontents,its accuracyor sufficiency, itsomissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwisearisingin connectiontherewith. In addition, the information contained herein does not purport to contain all of the information that may be required to evaluate the Transactions. The informationcontained in this Presentationis provided as of the date hereof and may change, and none of the Parties norany of their Representativesundertakesany obligation to update suchinformation, including in the event thatsuchinformation becomesinaccurateor incomplete. The general explanations included in this Presentationcannot address, noris intended to address, your specificinvestmentobjectives, financial situations orfinancial needs. Recipientsof this Presentationare not to construe itscontents, or any prior or subsequentcommunications fromor with any Party ortheir respective Representatives, as investment, legal or tax advice . In addition, this Presentationdoes not purport to be all - inclusive or to contain all ofthe information that may be required to makea full analysisof the Parties and each of the Transactions . Recipients of this Presentation should read the definitive documentsfor the Private Placementsor any other Transaction and maketheir own evaluation of the Parties and the Private Placementsor any other Transactionsand of the relevanceand adequacyof the information and should makesuch other investigations asthey deem necessary . You are urged to request any additional information you may consider necessaryor desirable in makingan informed investmentdecision. You (and your Representative, if any) are invited, prior to the entry into any definitive documentation with respectto the Private Placementsor the consummationof any other Transaction, to askquestionsof, and receiveanswersfrom, the Partiesconcerningthe Transactionsand to obtain additional information regarding the Transactions, to the extent the samecan be acquired without unreasonable effort or expense, in order to verify the accuracyof the information contained herein.
Disclaimer (Cont’d) 3 Confidentiality This information is being distributed to you on a confidential basis . By receiving this information, you and your affiliates and Representativesagreeto maintain the confidentiality of the information contained herein . Without the express priorwritten consent of each of the Parties, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Partiesand the Transactionsor (iv) provided to any person except your employeesand advisorswith a need to know who are advised of the confidentiality ofthe information . This Presentationsupersedes and replacesall previous oral or written communicationsbetween the parties hereto relating to the subjectmatter hereof . Forward - Looking Statements This Presentation(and any oral statementsregardingthe subjectmatter of this Presentation) contains certain forward - lookingstatements withinthe meaning of the U.S. federal securitieslaws with respectto the Partiesand the Transactions, including, expectations, hopes, beliefs, intentions, plans, prospects, financial results, strategies and other statementsrelating to CEPO,Pubco, the Company and the Transactions and statementsregardingthe anticipated benefits and timing of the completion of the Transactions, the assetsheld by the Company, theprice and volatility of Bitcoin, the future supply of and demand for Bitcoin, Bitcoin’s growingprominenceas a digital assetand as the foundation of a new monetary system, Bitcoin’sability to hedge inflation and economic uncertainty, Pubco'slisting on an applicable securitiesexchange, the economicconditions surrounding Bitcoin, Pubco’splanned businessstrategyincluding Pubco'sability to grow its shareholders’ ownership of Bitcoin over time, generate Bitcoin yield, partner with Bitcoin technologycompaniesand produceand provide Bitcoin - relatedadvisoryand other services, Pubco’sability to catalyzethe fusion of Bitcoin into financeand capitalmarkets, Pubco’sability to accesslegacy Bitcoin investors, any projectedoutcomes orexpectations ofcryptotreasurystrategiesor businesses, expectationsof Bitcoin to performas a superior treasuryasset, Pubco’splans and use of proceeds, objectivesof managementfor future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investorsrelating to participation in the Private Placementsor any future securitiesresulting from any proposed Transactions, anypro forma values associatedwith any Transactionsor with Pubco, any proposed Transaction structuresand offering terms, plans and expectationsfor Bitcoin adoption, value creation, investor benefits and strategic advantages, market size and growthopportunities, regulatoryconditions, competitiveposition and the interestof other corporations in similar businessstrategies, technological and market trends, futurefinancial condition and performanceand expected financial impactsof the Transactions, any expected benefits, futurescalingand efficiencyupgrades associated with Bitcoin and any expectations, intentions, strategies, assumptionsor beliefs about future events, results ofoperations or performanceor that do not solely relate to historicalor currentfacts. Theseforward - lookingstatements generallyare identified by the words “believe,” “project,”“expect,”“anticipate,”“estimate,”“intend,” “strategy,”“future,” “opportunity,”“potential,” “plan,” “may,”“should,”“will,” “would,”“will be,” “will continue,”“will likely result,” and similar expressions. Forward - lookingstatementsare predictions, projectionsand other statementsabout futureevents or conditions that are based on current expectationsand assumptions and, as a result, are subjectto risksand uncertainties. Manyfactorscould causeactual future events to differ materially from the forward - looking statementsin this Presentation, including, but not limited to: the risk that the Transactionsmay not be completed in a timely manner or at all, which may adverselyaffectthe priceof CEPO’ssecurities; the risk that the Business Combination may not be completed by CEPO’sbusinesscombination deadline; the failure by the Parties tosatisfy theconditions to the consummation of the Business Combination, including the approval of CEPO’sshareholders, or any of the Private Placements; failure to realize the anticipated benefits of the Transactions; thelevel of redemptions of CEPO’spublic shareholderswhich may reduce the public float of, reducethe liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary sharesof CEPOor the Class Acommon stockof Pubco; the lack of a third - party fairness opinion in determining whether or not to pursuethe Business Combination; the failure of Pubcoto obtain or maintain the listing of its securitiesany stockexchangeon which Pubco'sClass A common stockwill be listed after closingof the Business Combination; costs relatedto the Transactions and as a result of becoming a public company; changesin business, market, financial, political and regulatoryconditions; risksrelating to Pubco’santicipated operations and business, including the highly volatile nature of the price of Bitcoin; the risk that Pubco’sstock pricewill be highly correlated to the price of Bitcoin and the price of Bitcoin may decreaseat any time after the closing ofthe Transactions; risksrelated to increased competition in the industries in which Pubcowill operate; risks relatingto significant legal, commercial, regulatoryand technical uncertaintyregarding Bitcoin; risks relating to the treatmentof cryptoassetsfor U.S. and foreign tax purposes; risks that afterconsummation of the Business Combination, Pubcoexperiencesdifficultiesmanaging its growth and expanding operations; challengesin implementing Pubco’s businessplan, including Bitcoin - related advisoryservices and other Bitcoin - relatedservices, due to operational challenges, significant competition and regulation; being consideredto be a “shell company” by any stockexchangeon which Pubco’sClass A common stockwill be listed or by the Securitiesand Exchange Commission (“SEC”), which may impact the ability to list Pubco'sClass A common stockand restrict reliance on certain rules or forms in connection with the offering, saleor resale of securities; the outcomeof any potential legal proceedings that maybe instituted againstthe Company, CEPO, Pubcoor others following announcement of the Business Combination; and thoseriskfactorsdiscussedin documents of Pubco, the Company, or CEPOfiled, or to be filed, with the SEC. The foregoinglist of risk factorsis not exhaustive. You should carefully consider the foregoingfactorsand the other risksand uncertaintiesdescribedin the “Risk Factors” sectionof the final prospectus of CEPO datedas of January 6, 2025and filed by CEPO with the SEC on January 7, 2025, CEPO’s Annual Reports on Form 10 - Kand Quarterly Reports on Form 10 - Qon file, and to be filed, with the SEC and the registrationstatementon Form S - 4 and proxy statement/prospectusthat will be filed by Pubcoand CEPO, and other documentsfiled by CEPOand Pubcofrom time to time with the SEC, as well as the list of risk factorsincluded in Annex A herein. Thesefilings do or will identify and address otherimportant risksand uncertaintiesthat could causeactualevents and results todiffer materially from those contained in the forward - lookingstatements. Theremay be additional risksthat none of the Parties presentlyknow or that the Partiescurrentlybelieve are immaterial that could also causeactualresultsto differ from thosecontained in the forward - looking statements. Forward - lookingstatementsspeak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - lookingstatements, and none of the Partiesor any of their Representativesassumesany obligation and do not intend to update or revise theseforward - lookingstatements, whether as a result ofnew information, future events, or otherwise.None of the Partiesor any of its Representativesgives any assurancethat any of CEPO, the Company or Pubcowill achieve its expectations. Theinclusion of any statementin this presentation does not constitute an admissionby Pubcoor CEPOor any other person that the events or circumstances described in such statement arematerial.
Disclaimer (Cont’d) 4 Industryand Market Data This Presentationhas been prepared by the Partiesand their Representativesand includes market data and other statistical information fromthird - partyindustrypublications and sources aswell as from researchreports prepared for other purposes. Although the Parties believe thesethird - party sourcesare reliable as of their respectivedates, none of the Partiesor any of their respective Representativeshas independently verified the accuracyor completenessof this information and cannot assureyou of the data’saccuracy orcompleteness. Some data are also based on the Parties’ good faith estimates, which are derived from both internal sourcesand the third - party sources. Noneof the Partiesor their Representativesmake any representationor warranty with respectto the accuracyof such information. The Partiesexpressly disclaim any responsibility or liability for any damagesor lossesin connectionwith the use of suchinformation herein. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statementor other report or document to be filed or furnished by CEPOor Pubco, or any other report or document to be filed by Pubcofollowing completion of the Business Combination with the SEC. Trademarksand Intellectual Property All trademarks, service marks, and trade names of any Partyor their respective affiliates used herein are trademarks, servicemarks, or registeredtrade names of such Partyor its respectiveaffiliate, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/orintellectual propertyof their respectiveowners, and their use is not alone intended to, and does not alone imply, a relationship with any Party, or an endorsementor sponsorship by or of any Party.Solely for convenience, the trademarks, servicemarksand trade names referred to in this Presentation may appear withoutthe ®, TM or SM symbols, but suchreferencesare not intended to indicate, in any way, that any Partyor the applicable rights owner will not assert, to the fullest extent under applicable law, their rightsor the right of the applicable owner or licensorto thesetrademarks, servicemarksand trade names. Additional Informationand Whereto Find It In connection with the Business Combination, CEPOand Pubcointend to file relevant materialswith the SEC, including a registration statementon Form S - 4, which will include a document that servesas a joint prospectusand proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectuswill be sent to all CEPO shareholders.CEPOwill also file other documentsregardingthe Transactionswith the SEC. Before making any voting or investmentdecision, investors, shareholdersand other interested personsof CEPOare urged to read the registrationstatement, the proxy statement/prospectusand all other relevant documentsfiled or that will be filed with the SEC in connection with Transactionscarefullyand in their entirety as they become available becausethey will contain importantinformation about the Transactions. Investors and securityholders will be able to obtain free copies of the registration statement, theproxy statement/prospectusand all other relevant documents filed or that will be filed with the SEC by CEPOthrough the websitemaintained by the SEC at www.sec.gov. The documents filed by CEPOand Pubcowith the SEC also may be obtained free of charge, once available, on the SEC’swebsiteat www.sec.govor by directinga request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e - mail: CantorEquityPartners@cantor.com. Participants in Solicitation CEPO, Pubco, the Companyand their respectivedirectors and executiveofficersmay be deemed under SEC rules to be participants in the solicitationof proxies from CEPO’s shareholdersin connection with the Business Combination. A list of the names of such directorsand executiveofficers, and information regardingtheir interestsin the Business Combination and their ownershipof CEPO’ssecuritiesare, or will be, contained in CEPO’sfilings with the SEC. Additional information regardingthe interests ofthe personswho may, under SEC rules, be deemed participantsin the solicitation of proxies of CEPO’sshareholdersin connectionwith the Business Combination, including and the names and interestsof the Company and Pubco’sdirectorsand executiveofficers, will be set forth in the proxy statement/prospectuson Form S - 4 for the Business Combination, whichis expected to be filed by Pubcoand CEPOwith the SEC. You may obtain free copies of these documentsas describedin the preceding paragraph.
5 Management Bios Dr. Adam Back – Chief Executive Officer Adam Back is a cryptographer and cypherpunk, and one of Bitcoin’s most influential figures, known for being among the first pioneers and advocates for the widespread adoption of Bitcoin. As Co - Founder and CEO of Blockstream, Dr. Back built the leading provider of blockchain technologies that has remained on the edge of progress in cryptography and distributed systems. His leadership as a founder and executive has been essential to advancing cryptography and bitcoin - financial infrastructure. Beyond Blockstream, Dr. Back is well - known for inventing Hashcash, a “proof - of - work” system. Adam was one of the first people to receive an email from Satoshi Nakamoto. Now, as CEO of BSTR, he is building one of the largest Bitcoin treasury companies in the world, with plans to redefine the treasury strategy for the rapidly evolving Bitcoin era. Sean Bill – Chief Investment Officer Sean Bill is an experienced investor in the FinTech and cryptography space. As an early advocate for Bitcoin within the pension industry, Sean has been essential for promoting the adoption of digital assets in institutional investment portfolios. Serving as the Chief Investment Officer at Blockstream, he has been leading the Asset Management Division to develop Bitcoin - based solutions. With over 30 years in traditional finance, Sean has held leadership roles such as CIO at Prime Meridian Capital Management, where he oversaw award - winning hedge funds, and as Treasurer and CIO for the Santa Clara Valley Transportation Authority – one of the first public pensions to purchase Bitcoin. Named to CIO Magazine’s Power 100 List, Sean is a recognized expert in institutional investment and a pioneer in integrating Bitcoin into traditional portfolios. As CIO of BSTR, Sean will continue to shape the future of Bitcoin in institutional finance.
Executive Summary The BSTR team combines the ongoing financialization of Bitcoin with a deep understanding of the technology and unparalleled access to the Bitcoin community – a dimension largely overlooked by competitors 6 ᒮ Our differentiated Bitcoin thesis ᒮ The Bitcoin treasury landscape continues to accelerate, and institutions are seeking a trusted partner ᒮ The BSTR team is uniquely positioned to shape and lead in Bitcoin - native capital markets ᒮ BSTR’s investment thesis ᒮ BSTR team has extensive experience with Bitcoin treasury companies and will use that experience to catalyze the fusion of Bitcoin into finance and capital markets ᒮ BSTR has unique access to Bitcoin OGs - with credibility and access to Bitcoin’s original adopters, unlocking additional sources of Bitcoin supply ᒮ Large formation Bitcoin contribution: 25,000 Bitcoin invested by founding team at inception ᒮ Attractive deal offering investors to co - invest at “ground floor” with same economics as founding team ᒮ Opportunity for investors ᒮ BSTR is targeting $1.5 billion of total fiat financing consisting of (i) $750 (1) million of convertible debt, (ii) $350 million of convertible preferred stock (2) , and (iii) $400 million of fiat common equity ᒮ Concurrently, BSTR is targeting a raise of 5,021 Bitcoin through an in - kind equity PIPE paid in Bitcoin ᒮ All raises, excluding the options, to be announced concurrently with the Company's business combination with Cantor Equity Partners I, Inc. (the “Transaction”), a $200 million SPAC (3) (1) Includes base deal of $500M of convertible notes plus $125M 15 - day option to purchase additional notes and $125M 30 - day option for additional notes. (2) Includes (i) $30M issued at announcement and $320M issuable upon exercise of 30 - day option for convertible notes investors. Proceeds estimated to be ~$298M after accounting for OID of 85.0. (3) Approximate amount held in trust account of Cantor Equity Partners I, Inc. assuming no redemptions prior to the closing of the Transaction.
I. Our Differentiated Bitcoin Thesis II. BSTR Investment Thesis III. Transaction Details and Timeline Appendix: Risk Factors
Bitcoin: Shaped by Our Unique Relationship to Satoshi Nakamoto In 2008, Satoshi requested to cite Adam’s Hashcash paper — a foundational moment linking Bitcoin to Adam’s prior research on “proof - of - work” 8 Contributed to Bitcoin protocol before launch 2008 Email from Satoshi Dr. Adam Back is a Key Figure in the Bitcoin Universe Remains key voice in “proof - of - work” field Viewed by many to be as close as you can get to Satoshi “Patient Zero” Recognized Bitcoin early adopter and advocate
2009 2011 2013 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 2047 2049 2051 Commentary Potential as a Hedge to Inflation and Economic Uncertainty, Built on Principles of Sound Money 9 Immutable Supply Cap at 21 Million Bitcoin — There is No Way to Make More (Unlike Fiat) M2 Money Supply (1) Bitcoin Supply (2) Bitcoin is one of the only mathematically quantifiable scarce assets that could protect against monetary debasement and has the potential to act as a global hedge in times of crisis Capped verifiable supply creates scarcity and positions Bitcoin as a potential hedging asset against inflationary pressures Inflation & currency devaluation are fueling global demand for scarce assets Bitcoin hits 21 million Bitcoin Price Discovery Limited Supply Treasury Demand (1) From January 1, 2009 to May 1, 2025; Per fred.stlouisfed.org as of July 3, 2025. (2) Per bitcoinvisuals.com as of July 3, 2025. (3) Per imf.org as of July 3, 2025; Represents 2022 – 2024. 21 Million Total Bitcoin Average Last 3 - Year Global Inflation Rate ~7.0% (3)
Adopted to Unlock Cash Reserve Value Adopted to Diversify & Hedge Exposure 5 4 Adoption Keeps Spreading – With Each New Group Infusing Its Own Value & Knowledge into Bitcoin Bitcoin’s trajectory is marked by onboarding of stakeholder groups, each expanding the network’s legitimacy, utility, & reach 10 Each new cohort adds liquidity, political influence, and social proof, turning Bitcoin from an insurgent technology into an emergent monetary system Seeded the Idea Built the Infrastructure & Protocol Attracted to the Community, Sought Asymmetric Upside Cypherpunks & Libertarians Developers & Technologists Retail Investors 1 2 3 Corporations and Nation States Institutional Investors
2020 2021 2022 2023 2024 2025 Treasury Momentum Accelerates - Institutions Seek a Trusted Partner 11 Public Company Bitcoin Adoption Sources: bitcointreasuries.net and company documents as of July 1, 2025. Note: Chart uses a logarithmic scale. (1/1/2020) 19,225 BTC (8/11/2020) 597,325 BTC (12/31/2020) 49,940 BTC (04/23/2024) 13,350 BTC (05/28/2025) 4,710 BTC (05/09/2025) 39,091 BTC Early Adoption ᒦ The initial wave of adoption emerged out of necessity ᒦ Struggling corporations or forward - looking companies seeking innovative treasury solutions Corporate Treasury Evolution ᒦ Treasury offerings evolved to include institutional offerings ᒦ Tax - efficient structuring ᒦ Local champions across regional markets Broader Corporate Adoption ᒦ Corporates are recognizing Bitcoin as a reliable way to preserve purchasing power parity for hard - earned reserves ᒦ Emerges as a potential key treasury asset in the face of long - term monetary debasement (05/28/2024) 4,449 BTC Sovereign Adoption ᒦ Nation states are beginning to view Bitcoin as potential infrastructure for national sovereignty ᒦ Viewed as a form of “digital gold” – supporting the idea of monetary independence and strategic autonomy The pace of institutional Bitcoin acceptance has accelerated dramatically, creating a market need for a leader to illuminate the path forward for its adoption Total Bitcoin held in corporate reserves Other Notable Treasuries Announced Since April 2025 ProCap BTC
Nascent Capital Markets Offer a Rare Chance to Shape — and to Lead 12 Bitcoin is evolving from a passive store of value into an active financial layer — unlocking capital formation, credit, and yield in a Bitcoin - native context; BSTR is uniquely positioned to separate the signal from the noise and accelerate widespread adoption As Large Holders Adopt Bitcoin, the Natural Progression is Its Deployment to Generate Returns in Bitcoin Itself ᒦ The Bitcoin Treasury market is beginning to take notice of recent announcements related to companies with plans to actively integrate and use Bitcoin versus passive Bitcoin holders ᒦ BSTR has unparalleled domain expertise in Bitcoin protocols & programmability and can responsibly unlock Bitcoin capital markets Over time, the market may reward active managers with resilient NAV (1) premiums while passive holders may experience premium compression Bitcoin Native Capital Markets… Companies pursuing in - kind yield strategies may command a durable NAV premium Emergence of Bitcoin capital markets such as: ᒦ Lower risk Bitcoin - denominated yield generation strategies ᒦ Bitcoin - native borrowing and lending mechanisms ᒦ Structured financial products (i.e. Bitcoin - denominated converts) ᒦ Hybrid products such as BitBonds and Bitcoin - backed real estate instruments …In a Rapidly Evolving Landscape (2) (1) Net Asset Value. (2) x.com, William Pulte on June 25, 2025.
I. Our Differentiated Bitcoin Thesis II. BSTR Investment Thesis III. Transaction Details and Timeline Appendix: Risk Factors
The BSTR Opportunity for Investors 14 5 1 Pioneers of the Bitcoin Treasury Model — Leading Domain Expertise Clear track record and understanding of winning Bitcoin treasury strategies 2 Potential Options to Accumulate Bitcoin for Shareholders Multitude of Bitcoin and fiat - denominated options to continue to raise capital and maximize Bitcoin accumulation into the future – including via Bitcoin denominated instruments 3 Aiming to Catalyze the Fusion of Bitcoin into Finance and Capital Markets The right team that combines a deep understanding of Bitcoin, the technology, and has an expertise in systematic investment strategies applied to Bitcoin 4 Access to Legacy Bitcoin Leaders Targeting participation and contribution from early Bitcoin pioneers through in - kind investments and access to long held Bitcoin not held on exchanges 6 Aligned for the Long Haul — BSTR Invests Alongside You Founders deeply invested alongside outside capital and a plan to reinvest into BSTR as well as into the Bitcoin financial ecosystem; decades of experiences navigating market cycles including Bitcoin Unparalleled Access to Technology and Financial Expertise Uniquely positioned to accelerate the adoption of the Bitcoin protocol in technologies and financial products Attractive Deal Offering Investors to Co - Invest at “Ground Floor” with Same Economics as Founding Team Opportunity to co - invest at zero premium to mNAV (1) at inception – alongside the founding members (1) Multiple on Net Asset Value.
Pioneers of the Bitcoin Treasury Model - With Leading Expertise Having invested in or co - created multiple prominent Bitcoin treasury firms, our founders have developed unique insight into what drives success 15 Firms That can Justify a Premium to mNAV (2) : ▪ Possess domain expertise in Bitcoin - native infrastructure ▪ Utilize convertible ladders to optimize entry and unlock long - term flexibility ▪ Are able to generate in - kind Bitcoin yield, eventually ▪ Possess mastery of novel metrics: Bitcoin yield, Bitcoin torque, months to cover mNAV (3) , etc. (1) Founders of and key investors in BSTR have invested in dozens of additional bitcoin treasuries. (2) Multiple of Net Asset Value. (3) Multiple on Net Asset Value. The BSTR Team has Invested Across All Stages of Bitcoin Treasury Companies (1) Confidential UK (x2) ProCap Confidential Swiss
Potential Options to Accumulate Bitcoin for All Shareholders BSTR has multiple thoughtful, methodical possible avenues to accumulate, safeguard and compound Bitcoin on behalf of shareholders 16 - Denominated - Denominated Bitcoin Convertible Notes Bitcoin Equity PIPE FIAT Convertible Notes Convertible Preferred ATM / CEF FIAT Equity PIPE Convertible debt instrument funded directly in Bitcoin Common stock issued in a private placement, funded directly in Bitcoin Debt instrument with coupon and equity conversion option Preferred stock instrument convertible into common stock Option to sell stock into the market at the market price Common stock issued in a private placement Description Reduced liquidity risk and enables in - kind investment Ability to capture demand from Bitcoin focused investors who do not want to sell Bitcoin Attractive to investors due to downside protections Unlocks additional investor base and appeals to retail demand Company controls timing and size of sales, providing flexibility Straightforward, minimally prohibitive raise with short timeline to announcement Advantages Priced at NAV (1) : PIPE investors will be getting in on the “ground floor” and have the opportunity to capture any potential NAV premium value (1) Net Asset Value.
BSTR: Catalyzing the Fusion of Bitcoin into Finance & Capital Markets Not just participating in the Bitcoin ecosystem — we’re planning to actively shape the transition to a Bitcoin - native financial system 17 Advisory Help corporates and sovereigns adopt Bitcoin infrastructure and strategy Implementation Partner with leading Bitcoin technology companies BTC Yield Explore not just holding Bitcoin, but the generation of in - kind yield BSTR Provides a Unique Combination of These Capabilities Deep understanding of Bitcoin trajectory and technology Expertise in systematic investment strategies applied to Bitcoin Business Plan BTC Alpha Examine opportunities to generate alpha through a multi - strategy approach to capital markets
Crucial Access to Bitcoin OGs (1) 18 Decreasing Supply of Bitcoin Available on Exchanges (2) Note: “Bitcoin Whale” is defined as any individual holding greater than 1,000 BTC. (1) Bitcoin OGs are individuals who were early adopters and actively involved with Bitcoin since its inception or shortly thereafter. (2) From coinglass.com/Balance as of July 3, 2025. BTC Price BTC Balance (TBD Chart Metrics) BSTR combines over a decade long track record of Bitcoin investing with access and credibility to Bitcoin’s original adopters , unlocking additional sources of Bitcoin supply in a potentially tax - advantaged structure Decreasing BTC balances available on exchanges
Alignment with Shareholders through Long - Term Perspective & Significant Co - Investments 19 Strategic alignment with public shareholders High Integrity High integrity to stakeholders - no punitive SPAC structures (warrants etc.) Co - Investment Meaningful co - investment and plans to participate in future raises alongside investors Full Cycle Investors Long - term Bitcoin believers in both bull and bear markets Bitcoin Believers We are believers in the Bitcoin protocol and aligned with the Bitcoin community Long - Term Viewpoint Aversion to profiteering from early momentum; investing & compounding for the long haul Capital Reinvestment Intention to re - invest capital into the Bitcoin ecosystem when strategically compelling
Attractive Deal Offering Investors to Co - Invest at “Ground Floor” With Same Economics as Founding Team Pre - Funding Bitcoin Purchases not Necessary ᒦ Avoids additional fees and price risks being incurred Large Formational Bitcoin Contribution ᒦ 25,000 Bitcoin invested by founding team providing a fortress balance sheet at inception Bitcoin - denominated Equity PIPE including from Prominent Bitcoiners ᒦ BSTR is targeting Bitcoiners – funded BY the community FOR the community BSTR a Viable Long - Term Bitcoin Treasury Strategy ᒦ Combining the financialization of Bitcoin with a deep understanding of the technology and unparalleled access to the Bitcoin community – a dimension largely overlooked by competitors Opportunity to Co - Invest at Zero Premium to mNAV (1) at Inception ᒦ Ability to invest alongside the founding team Bitcoin Priced at Closing of Transaction ᒦ Allows for fair treatment of all stakeholders 20 (1) Multiple on Net Asset Value.
I. Our Differentiated Bitcoin Thesis II. BSTR Investment Thesis III. Transaction Details and Timeline Appendix: Risk Factors
Offering Summary Term Sheet – Convertible Notes CEPO and BSTR are considering issuing Convertible Senior Notes 22 (1) Class A shares entitled to 0 votes per share and Class B shares entitled to 1 vote per share. (2) Includes potential U.S. - based BTC investors contributing into Newco (see slide 26). ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue Date ▪ BSTR Issuer / Underlying Symbol ▪ Convertible Notes Securities Offered ▪ $500 million / 500,000 Convertibles Notes Base Deal Size / Notional ▪ Private Placement pursuant to Section 4(a)(2) with intent to wrap the notes with a 144A CUSIP on the Closing Date (to facilitate post - closing trading among QIBs) and SEC - register the notes and shares underlying as promptly as practicable after the Closing Date Form of Offering ▪ Senior with no permitted senior secured indebtedness that ranks senior to the notes. Convertible Notes to be 3:1 collateralized (33.3% LTV) as of Closing Date Debt Ranking / LTV ▪ The NAV of the underlying collateral will be calculated at the end of every quarter based on a 10 - day average lookback (“Average Price”). For each quarter where the price of BTC has increased 33.3% above (the “Qualifying Price”) the 10 - day average price of Bitcoin as of the day before closing (the “Average Bitcoin Price at Closing”), collateral equal to 40% of the value of the increase in collateral above the Average Bitcoin Price at Closing will be released in an un - clawbackable manner. For each calendar quarter after the initial collateral release, the additional collateral to be released will be 40% of the value of the increase, if any, in collateral above the highest previous Average Price. ▪ The public float of BSTR will be calculated at the end of every quarter based on a 10 - day average lookback (“Public Float”). For each quarter where the Public Float is >200% of the par notional value of the notes (the “Qualifying Float”), collateral equal to 66.6% of the value of the Qualifying Float will be released in an un - clawbackable manner. For each calendar quarter after the initial collateral release, the additional collateral to be released will be 66.6% of the value of the increase, if any, in collateral above the highest previous Qualifying Float. Collateral Release Mechanism ▪ 5 - years from Closing Date Maturity ▪ Non - callable for 3.0 years from Issue Date, thereafter callable partially or in whole, if the stock trades at 130% of the Conversion Price for 20 trading days out of 30 consecutive trading days, plus share Make - Whole Issuer Redemption ▪ Discrete investor put right at 100% of Notional plus accrued interest, 3.0 - years from Closing Date Investor Put Right ▪ Anti - dilution and Fundamental Change including share Make - Whole Investor Protections ▪ $1,000 per Note Denomination ▪ $10.00 per share Conversion Reference Price ▪ 1% payable semi - annually in cash Coupon ▪ 130% of Conversion Reference Price / $13.00 per Share Conversion Premium / Price ▪ During any calendar quarter after December 31, 2025 if the last reported sale price of the Common Stock on each of at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately proceeding calendar quarter is greater than or equal to 130% of the conversion price on such trading day Investor Conversion Rights ▪ Cash, Class A Shares (1) or any combination thereof upon conversion at BSTR’s option Settlement Type ▪ To facilitate the purchase of Bitcoin, to pay future convertible interest expenses, and general corporate purposes Use of Proceeds ▪ $125.0 million for 15 days post pricing, plus $125.0 million for 30 days post pricing Option to Purchase Additional Notes ▪ $320.0 million for 30 days post - pricing Option to Purchase Convertible Preferred ▪ $400.0 million Common Equity PIPE / 5,021 BTC in - kind contribution for Common Equity PIPE (2) Concurrent Equity Offerings ▪ Cantor Fitzgerald Sole Placement Manager
Offering Summary Term Sheet – Convertible Preferred CEPO and BSTR are considering raising equity through a Convertible Preferred 23 (1) Class A shares entitled to 0 votes per share and Class B shares entitled to 1 vote per share. ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue & Funding Date ▪ BSTR Issuer / Underlying Symbol ▪ Cumulative Convertible Preferred Stock Securities Offered ▪ Perpetual / Non - redeemable by the Issuer Maturity / Issuer Redemption ▪ $350 million / 3,500,000 Preferred Shares Amount Offered / Notional ▪ $100.00 per Preferred Share plus accumulated and unpaid dividends Liquidation Preference ▪ $85.00 per Preferred Share Offering Price ▪ 11.00% Yield to Call: ▪ Private Placement pursuant to Section 4(a)(2) with intent to wrap the Preferred Shares with a 144A CUSIP on the Closing Date (to facilitate post - closing trading among QIBs) and SEC - register the Preferred Shares and Common Stock underlying as promptly as practicable after the Closing Date Form of Offering ▪ Anytime after 5.0 years from Closing Date, at the Issuer’s election, if the stock trades at 130% of the Conversion Price for 20 out of 30 consecutive days, plus share Make - Whole Mandatory Conversion ▪ Any time post Closing at the option of the holder Conversion Rights ▪ Anti - dilution and Fundamental Change including share Make - Whole Investor Protections ▪ $10.00 per Class A Share Conversion Reference Price ▪ 7.0% payable quarterly in cash, or common stock at Issuer’s election at 98% of a daily VWAP Dividend ▪ 130% of Conversion Reference Price ($13.00 per Class A Share / $130.00 per Preferred Share) Conversion Premium / Price ▪ None unless dividends payable are in arrears for six or more quarterly periods Voting Rights ▪ Physical Settlement - Class A Shares (1) upon conversion Settlement Type ▪ To facilitate the purchase of Bitcoin and general corporate purposes Use of Proceeds ▪ Cantor Fitzgerald Sole Placement Manager
Offering Summary Term Sheet – Bitcoin Equity PIPE CEPO and BSTR are considering raising equity through a Bitcoin Equity PIPE 24 ▪ CEPO / Cayman Islands (1) Issuer / Incorporation ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue Date ▪ 5,021 Bitcoin (1) Deal Size ▪ CEPO Class A Ordinary Shares (the “Shares”) (2) Securities Offered ▪ CEPO and BSTR to use commercially reasonable efforts to have the shares of Pubco Class A stock issued in exchange for the Shares registered on the Form S - 4 registration statement and otherwise to register the Shares on a Form S - 1 to be filed after closing Registration ▪ $500.0 million Convertible Senior Notes base offering (3) Concurrent Convertible Notes Offering ▪ $400.0 million Fiat Equity PIPE Concurrent Fiat Equity PIPE ▪ Cantor Fitzgerald Sole Placement Agent (1) Includes potential U.S. - based BTC investors contributing into Newco (see slide 26). (2) Will be exchanged for shares of non - voting Pubco Class A common stock upon closing of the Business Combination. (3) Amount does not include the (i) two $125.0 million options to purchase additional convertible notes and (ii) one $320.0 million option to purchase Convertible Preferred Stock as part of the convertible notes offering.
Offering Summary Term Sheet – Fiat Equity PIPE CEPO and BSTR are considering raising equity through a Fiat Equity PIPE 25 ▪ CEPO / Cayman Islands Issuer / Incorporation ▪ July 16, 2025 Pricing Date ▪ Upon closing of the Business Combination Issue Date ▪ $400.0 million Deal Size ▪ CEPO Class A Ordinary Shares (the “Shares”) (1) Securities Offered ▪ CEPO and BSTR to use commercially reasonable efforts to have the shares of Pubco Class A stock issued in exchange for the Shares registered on the Form S - 4 registration statement and otherwise to register the Shares on a Form S - 1 to be filed after closing Registration ▪ $500.0 million Convertible Senior Notes base offering (2) Concurrent Convertible Notes Offering ▪ 5,021 Bitcoin Equity PIPE (3) Concurrent Bitcoin Equity PIPE ▪ Cantor Fitzgerald Sole Placement Agent (1) Will be exchanged for shares of non - voting Pubco Class A common stock upon closing of the Business Combination. (2) Amount does not include two $125.0 million options to purchase additional convertible notes and one $320.0 million option to purchase shares of the Convertible Preferred Stock as part of the convertible notes offering. (3) Includes potential U.S. - based BTC investors contributing into Newco (see slide 26).
Illustrative Transaction Structure 26 Note: BSTR Class A & Class B shares entitled to 0 vote per share and 1 vote per share respectively. (1) Assumes all investors elect to contribute Bitcoin into NewCo. Bitcoin contributable into NewCo or CEPO at individual investor elections. (2) Includes (i) $500M Initial Convertible Notes, (ii) $250M from exercise of 15 - day and 30 - day Convertible Note options and (iii) ~$298M from exercise of 30 - day Convertible Preferred option. (3) NewCo Exchange Interests to be economically fungible with BSTR Class A Shares and may be exchanged for BSTR Class A Stock or cash at BSTR election. BSTRC CEPO Shareholders NewCo BSTR Convert Investors 5,021 BTC at closing in exchange for NewCo Interests (1) Equity PIPE Investors agree to contribute $400M of Convert & Convertible Preferred Investors agree to contribute $750M and ~$298M of cash, At Close: BSTRC / U.S. BTC PIPE Investors contribute 30,021 Bitcoin in exchange for NewCo Interests CEPO Merger Sub surviving NewCo with NewCo surviving in exchange for NewCo Interests Interests in exchange for NewCo Interests (2) At Announcement: BSTR Holdings (Cayman) (“BSTRC”) agrees to 1A contribute 25,000 BTC at closing to NewCo in exchange for NewCo Interests Certain U.S. - based BTC Equity PIPE Investors BSTR Class A Shares 4B BSTR Class A & Class B Shares 5B Merger #1 4A 1A BSTRC / U.S. BTC PIPE Investors 30,021 BTC NewCo Interests 5A Merger #2 CEPO Merger Sub Equity PIPE Investors $400M Cash & BTC CEPO Shares 3 1B 1B (the “U.S. BTC PIPE Investors”) agree to contribute 2 3 Equity PIPE Investors contribute $400M of cash & BTC to CEPO in exchange for CEPO Shares 4A CEPO merges with and into CEPO Merger Sub with CEPO Shareholders (including Equity PIPE Investors 4B other than U.S. BTC PIPE Investors) receive BSTR Class A Shares in exchange for CEPO Shares 5A NewCo Merger Sub merges with and into 5C U.S. BTC PIPE Investors receive NewCo Exchange CEPO S1 S2 NewCo Merger Sub U.S. BTC PIPE Investors 5B BSTRC receives BSTR Class A & Class B Shares NewCo Exchange Interests 5C 2 Convert & Convertible Preferred Investors 6 contribute $750M & ~$298M, respectively, of cash in exchange for BSTR Convertible Notes & BSTR Convertible Preferred (1) 1C cash and Bitcoin in exchange for CEPO Shares 1C 6 1D BSTR Convertible Notes & Convertible Preferred Convertible Preferred Investors $750M Cash (1) ~$298M Cash (1) 1D respectively, in exchange for BSTR Convertible Notes & BSTR Convertible Preferred (1)
BTC Contrbution - BSTRC $2,750 25,000 BTC Equity PIPE Contribution 552 5,021 BTC Purchases 1,322 12,016 Estimated Fees at Close 96 - Cash for Operating Expenses 30 - Other Cash to Balance Sheet 200 1,818 Total $4,950 43,855 Use ($mm) (BTC) (4) Source ($mm) (BTC) (4) 25,000 $2,750 BTC Contrbution - BSTRC 5,021 552 BTC Equity PIPE Contribution - 400 Fiat Equity PIPE Proceeds - 750 Convertible Note Proceeds Convertible Preferred Stock Proceeds 298 - SPAC Cash in Trust 200 - Total $4,950 - Transaction Sources and Uses 27 Illustrative Assumptions Illustrative Sources – At Closing Illustrative Uses – At Closing General Assumptions: ▪ Bitcoin Price: $110,000 Bitcoin Contribution Assumptions: ▪ Bitcoin Contribution – BSTRC: 25,000 ▪ BTC Equity PIPE Contribution: 5,021 BTC Purchase Assumptions: ▪ Convertible Notes Proceeds: $750.0 (1) million ▪ Convertible Preferred Option Proceeds: $297.5 million (2) ▪ Fiat Equity PIPE Proceeds: $400.0 million De - SPAC Transaction Assumptions: ▪ CEPO Cash in Trust: $200.0 million ▪ CEPO Redemptions Percentage: 0.00% ▪ Estimated Fees & Expenses: $95.6 million ▪ Cash to Balance Sheet: $230.0 million (3) (1) Includes base deal of $500M of convertible notes plus $125M 15 - day option to purchase additional convertible notes and $125M 30 - day option for additional convertible notes. (2) Assumes OID of 85.0. (3) Includes $30M of first year estimated operating expenses. (4) Represents number of BTC at $110,000 USD / BTC.
BSTRC (BTC) BTC Equity PIPE (BTC) 275.0 55.2 57.5% 11.6% 100.0% 0.0% Shares Ownership % (4) Vote % Pro Forma Ownership Structure 28 Illustrative Assumptions Illustrative Pro Forma Ownership – Pre - Convert General Assumptions: ▪ Bitcoin Price: $110,000 ▪ CEPO Share Price: $10.00 0.0% 0.0% 0.0 Convertible Notes Investors (Fiat) BCP Assumptions: 0.0% 0.0% 0.0 Convertible Preferred Stock Investors (Fiat) ▪ BSTRC Bitcoin Contribution Value ($M): $2,750.0 (1) Equity Assumptions: ▪ Bitcoin Equity PIPE ($M): $552.0 (2) ▪ Fiat Equity PIPE ($M): $400.0 Convertible Notes & Convertible Preferred Assumptions: ▪ Convertible Notes Principal ($M): $750.0 (3) ▪ Conversion Price: $13.00 ▪ Convertible Preferred Principal ($M): $350.0 ▪ Conversion Price: $13.00 SPAC Assumptions: ▪ CEPO Shares at Closing (M): 20.0 ▪ CEPO Redemption Percentage: 0.00% 0.0% Sponsor (Fiat) 3.0 (6) 0.8% 100.0% Total 393.2 100.0% Owner (Contribution) Shares Ownership % (4) Vote % 100.0% 69.9% 275.0 BSTRC (BTC) 0.0% 14.0% 55.2 BTC Equity PIPE (BTC) 0.0% 10.2% 40.0 (5) Fiat Equity PIPE (Fiat) 0.0% 5.1% 20.0 Public SPAC Shareholders (Fiat) Illustrative Pro Forma Ownership – Post - Conversion (1) Includes 25,000 BTC at $110,000. (2) Includes 5,021 BTC at $110,000. (3) Includes base deal of $500M of convertible notes plus $125M 15 - day option to purchase additional convertible notes and $125M 30 - day option for additional convertible notes. (4) Includes Class A and Class B shares of PubCo. (5) Includes 500,000 Class A shares to be purchased by Sponsor for $5M at closing. (6) Excludes 500,000 Class A shares to be purchased by Sponsor for $5M at closing. (5) 0.0% 8.4% 40.0 Fiat Equity PIPE (Fiat) 0.0% 4.2% 20.0 Public SPAC Shareholders (Fiat) 0.0% 12.1% 57.7 Convertible Notes Investors (Fiat) 0.0% 5.6% 26.9 Convertible Preferred Stock Investors (Fiat) 0.0% Sponsor (Fiat) 3.0 (6) 0.6% Total 477.8 100.0% 100.0%
I. Our Differentiated Bitcoin Thesis II. BSTR Investment Thesis III. Transaction Details and Timeline Appendix: Risk Factors
Risk Factors 30 Certain factorsmay have a material adverseeffecton the business, financial condition and resultsof operations of BSTR Holdings, Inc., a Delawarecorporation (“Pubco”), BSTRNewco, LLC, a Delawarelimited liability company(the “Company” or “BSTR”) and/or Cantor Equity Partners I, Inc. (“CEPO” and, together with Pubcoand the Company, the “Parties”)and any proposed investmentin the convertiblenotes (the “Notes”)to be issued by Pubco(the “Convertible Notes Private Placement”), any proposed investmentin the sharesof convertiblepreferred stock(the “Convertible Preferred Stock”) that maybe issued by Pubco(the “Convertible Preferred Stock Private Placement”), any proposed investment in the proposed private placement of ordinary sharesby CEPO, whichordinary shareswill be purchasedin cashor Bitcoin (the “Equity Private Placement”), and/or any proposed private investment in the membership interestsin Newco(the “Newco Equity PIPE”, togetherwith the Equity Private Placement, Convertible Notes Private Placementand the Convertible Preferred Stock Private Placement, the “Private Placements”).The risks and uncertaintiesdescribedbelow are not the only ones that the Parties face. Additional risksthat the Parties areunaware of, or that the Parties currentlybelieve are not material, may also becomeimportant factorsthat materially adverselyaffectany of the Parties. If anyof the following risks actuallyoccur, thebusiness, financial condition, results ofoperations, and futureprospects of the Parties could be materially and adverselyaffected. Inthat event, the trading priceof Pubco’s Class Acommon stock(“PubcoClass A Common Stock”) following the proposed businesscombination among the Parties (the “Business Combination”) could decline, and investorscould lose all or part of their investment. Risks Related to the Business and Bitcoin Strategy of Pubco • Pubco’s principal asset will be Bitcoin. Bitcoin is a highly volatile asset, and Pubco’s operating results may significantly fluctuate, including due to the highly volatile nature of the price of Bitcoin and erratic market movements. • Due to Pubco’s limited operating history and the concentration of its Bitcoin holdings, it will be difficult to evaluate Pubco’s business and future prospects, and Pubco may not be able to achieve or maintain profitability in any given period. • A significant decrease in the market value of Pubco’s Bitcoin holdings could adversely affect Pubco’s ability to satisfy its financial obligations under the Notes and any subsequent debt financings. • Pubco will operate in a highly competitive environment and will compete against companies, asset managers and other entities with similar strategies, including companies and other investors with significant Bitcoin holdings and ETFs and ETPs for Bitcoin and other digital assets, and Pubco’s business, operating results, and financial condition may be adversely affected if Pubco is unable to compete effectively. • The introduction of government issued digital assets could eliminate or reduce the need or demand for private - sector issued digital assets, or significantly limit their utility. National governments around the world could launch central bank digital currencies, which could in turn limit the size of the market opportunity for cryptocurrencies, including Bitcoin, and may adversely impact Pubco’s business. • The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of Bitcoin and adversely affect Pubco’s business. • Pubco’s Bitcoin holdings will be less liquid than its cash and cash equivalents and may not be able to serve as a source of liquidity for Pubco. • Pubco will face risks relating to the custody of its Bitcoin. If Pubco or its third - party service providers experience a security breach or cyberattack and unauthorized parties obtain access to Pubco’s Bitcoin, or if Pubco’s private keys are lost or destroyed, or other similar circumstances or events occur, Pubco may lose some or all of its Bitcoin and Pubco’s financial condition and results of operations could be materially adversely affected. • Pubco’s Bitcoin acquisition strategy exposes Pubco to risk of non - performance by counterparties, including, in particular, risks relating to its custodians, including as a result of inability or refusal of a counterparty to perform because of a deterioration in the counterparty’s financial condition and liquidity or for any other reason. • Bitcoin and other digital assets are relatively novel assets, which will expose Pubco to significant legal, commercial, regulatory and technical uncertainty, which could adversely affect Pubco’s financial position, operations and prospects. The application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that could materially adversely affect Pubco’s financial position, operations and prospects. • Policymakers in the U.S. are just beginning to consider what a regulatory regime for digital assets would look like and the elements that would serve as the foundation for such a regime. Pubco may be unable to effectively react to proposed legislation and regulation of digital assets, which would adversely affect its business. • Bitcoin’s status as a “security” in any relevant jurisdiction, as well as the status of Bitcoin - related products and services in general is subject to a high degree of uncertainty and if Pubco is unable to properly characterize such product or service offering, Pubco may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect Pubco’s business, operating results, and financial condition. • Regulatorychangesclassifying Bitcoin as a “security” could lead to Pubco’sclassification as an “investment company” underthe InvestmentCompany Act of 1940, andwould subject Pubcoto additional regulation and could materially impact the operation of Pubco’ business. • If Pubcowere deemed to be an investmentcompanyunder the Investment Company Act of 1940, applicable restrictionslikely would makeit impracticalfor Pubcoto continue segmentsof its business ascurrentlycontemplatedand could adversely affect Pubco’sfinancial condition, the marketprice of Bitcoin and the market price of Pubco’sClass ACommon Stock and Pubco’sresultsof operations. • Pubcowill not be subject tothe samelegal and regulatoryobligations, including certain complianceand reporting obligations intended to protectinvestors, that apply to investment companiessuch as mutual funds and exchange - tradedfunds, or to obligations applicable to investmentadvisers. • Due to the unregulated nature and lack of transparencysurroundingthe operations of many Bitcoin trading venues, Bitcoin trading venues may experiencegreaterfraud, securityfailures or regulatoryor operational problems than trading venues for more established assetclasses, whichmay result in a lossof confidencein Bitcoin trading venues and adverselyaffect the value of Pubco’sBitcoin holdings. • Bitcoin is created and transmitted through the operations of the peer - to - peer Bitcoin network, a decentralized networkof computersrunning softwarefollowing the Bitcoin protocol. If the Bitcoin networkis disrupted or encountersany unanticipated difficulties, the value of Bitcoin could be negatively impacted.
Risk Factors (Cont’d) 31 Risks Related to the Business and Bitcoin Strategy of Pubco (Cont’d) • Bitcoin is created and transmitted through the operations of the peer - to - peer Bitcoin network, a decentralized network of computers running software following the Bitcoin protocol. If the Bitcoin network is disrupted or encounters any unanticipated difficulties, the value of Bitcoin could be negatively impacted. • Pubco may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm Pubco’s business, financial condition, and operating results. • Pubco’s compliance and risk management methods might not be effective and may result in outcomes that could adversely affect Pubco’s reputation, operating results, and financial condition. • Pubco’s mission and operations will include furthering the acceleration of Bitcoin adoption and the fusion of Bitcoin into finance and capital markets, accumulating, safeguarding and compounding Bitcoin, providing Bitcoin - related advisory services and potentially, generating in - kind Bitcoin yield, among other potential operations. Pubco has not previously engaged in these, or similar, businesses and operations, and growing these operations could be difficult for us, including, without limitation, due to operational challenges and significant competition. • Pubco may engage in Bitcoin - related activities in the future, including acquisition, safeguard and compounding of Bitcoin and providing Bitcoin - related advisory services, all of which may be subject to regulation. Pubco has not previously engaged in these business lines and may be unable to implement its business plan, including, without limitation, due to operational challenges, significant competition and regulation. • Changes in laws or regulations, or a failure to comply with any laws and regulations, including any applicable financial industry regulation, could have a material adverse impact on Pubco and its activities. • Bitcoin’s underlying reliance on energy to facilitate transactions is uncertain and fluctuates based on supply, demand and network capacity at the time of a transaction, and fluctuations in energy costs, including gas, oil, fuel, electricity and renewable energy, even temporarily, could harm operating results. • If we were considered to be a “shell company” by Nasdaq, or another stock exchange on which we apply for listing, or by the SEC, we may be unable to list our Pubco Class A Common Stock on a stock exchange and the Business Combination would not occur. • We could be considered to be a “shell company” and we expect to be considered the successor to a shell company, and therefore, we and our stockholders would be restricted in reliance on certain rules or forms in connection with the offering, sale or resale of securities. Risks Related to Being a Public Company • The market price of Pubco Class A Common Stock may be volatile and decline materially as a result of volatility in Bitcoin or the digital asset markets generally, or for other reasons. Investors should be aware that they may lose some or all of their investment. • The principal assets of Pubco following the Business Combination will be its Bitcoin holdings and cash and cash equivalents from the proceeds of the Business Combination and the Private Placements not invested in Bitcoin. Although Pubco is expected to have certain other operations, Pubco will depend on such retained cash and cash equivalents to pay its debts and other obligations. • If securities or industry analysts do not publish research or reports about Pubco’s business or the Business Combination or publish negative reports, the market price of Pubco Class A Common Stock could decline. • Pubco’s ability to timely raise capital in the future may be limited, or may be unavailable on favorable terms, if at all. Pubco’s failure to raise capital when needed could harm its business, operating results and financial condition. • The issuance of additional shares and/or convertible securities by Pubco could make it difficult for another company to acquire Pubco, may dilute the ownership of Pubco stockholders and could adversely affect the price of Pubco Class A Common Stock. • Future resales of Pubco Class A Common Stock after the consummation of the Business Combination may cause the market price of Pubco’s securities to drop significantly, even if Pubco’s business is doing well. • Pubco will incur higher costs post - Business Combination as a result of being a public company, including additional legal, accounting, insurance and other expenses, as well as costs associated with public company reporting requirements. • Pubco’s management team is expected to have limited experience managing and operating a U.S. public company. • If Pubco is unable to maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected. • Pubco’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes - Oxley Act that will be applicable to it following consummation of the Business Combination could have a material adverse effect on its business, financial condition, results of operations, cash flow and prospects. • Pubco will be an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make Pubco Class A Common Stock less attractive to investors.
Risk Factors (Cont’d) 32 Risks Related to the Business Combination • The market price of Pubco Class A Common Stock after the Business Combination will be affected by factors different from those currently affecting the prices of Class A ordinary shares of CEPO (“CEPO Class A Ordinary Shares”). • The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement among the Parties (the “Business Combination Agreement”) may be terminated in accordance with its terms and the Business Combination may not be completed. • The Business Combination Agreement contains provisions that limit CEPO from seeking an alternative business combination. • Neither CEPO nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post - closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties in the Business Combination Agreement made by Pubco or any other party thereto ultimately proves to be inaccurate or incorrect . • Investors in the Private Placements will experience immediate and material dilution upon closing of the Business Combination as a result of the Class B ordinary shares of CEPO (the “CEPO Class B Ordinary Shares”) held by the sponsor of CEPO (the “Sponsor”), since the value of the CEPO Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco Class A Common Stock at such time is substantially less than $ 10 . 00 per share . • Since the Sponsor and CEPO’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of CEPO’s public shareholders, a conflict of interest may exist in determining whether the Business Combination with Pubco is appropriate as CEPO’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CEPO if the Business Combination or any other business combination is not completed, and that the Sponsor will be liable to CEPO in certain circumstances if and to the extent any claims by a third party for services rendered or products sold to CEPO (except for our independent auditors and underwriters of CEPO’s initial public offering), or a prospective target business with which CEPO has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the redemption amount to below certain agreed upon thresholds. • Neither the board of directors of CEPO (the “CEPO Board”) nor any committee thereof may obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CEPO shareholders will have no assurance from an independent source that the price CEPO is paying in the Business Combination is fair to CEPO — and, by extension, its securityholders — from a financial point of view. • CEPO’s directors and officers will have discretion on whether to agree to changes or waivers in the terms of the Business Combination and their interests in exercising that discretion may conflict with those of CEPO’s shareholders. • CEPO has engaged Cantor Fitzgerald & Co. (“CF&Co.”), who is an affiliate of the Sponsor, to act as an advisor in connection with the Business Combination and CEPO and Pubco have engaged CF&Co. as placement agent in connection with the Private Placements. The Sponsor may therefore have additional financial interests in the completion of the Business Combination. • Members of CEPO’s management team and the CEPO Board have significant experience as founders, board members, officers, executives or employees of other companies . Certain of those persons, as well as CEPO’s affiliates, have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise . The defense or prosecution of these matters could be time - consuming and could divert CEPO management’s attention, and may have an adverse effect on CEPO, which may impede CEPO’s ability to consummate the Business Combination . • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect CEPO’s business, including CEPO’s ability to negotiate and complete the Business Combination . • If the Business Combination is not approved and CEPO does not consummate another initial business combination by its deadline, then the Sponsor’s ordinary shares of CEPO will become worthless and the expenses it has incurred will not be reimbursed . These interests may influence the Sponsor’s decision to approve the Business Combination . • A substantial majority of CEPO’s public shareholders may redeem their CEPO Class A Ordinary Shares, which will reduce proceeds available to fund Pubco’s operations following the Business Combination . • The ability of public shareholders of CEPO to exercise redemption rights with respect to a large number of CEPO’s public shares may reduce the public “float” of CEPO Class A Ordinary Shares, reduce the liquidity of the trading market for the CEPO Class A Ordinary Shares on Nasdaq, or make it difficult to obtain or maintain the quotation, listing or trading of shares of Pubco Class A Common Stock on Nasdaq, and consequently may not allow the parties to complete the Business Combination, or optimize Pubco's capital structure following the Business Combination. • If CEPO seeks shareholder approval of the Business Combination, the Sponsor and CEPO’s directors, officers and their respective affiliates may elect to purchase CEPO Class A Ordinary Shares from public shareholders, subject to any limitations under the Securities Exchange Act of 1934, which may influence a vote on the Business Combination and reduce the public “float” of CEPO Class A Ordinary Shares. Risks Related to Ownership of Pubco Class A Common Stock Following the Business Combination • Securities of companies formed through mergers with special purpose acquisition companies such as Pubco have been volatile. Accordingly, securities of companies such as Pubco, may be more volatile than other securities and may experience a material decline in price relative to the share price of the special purpose acquisition companies prior to the merger. • Volatility in Pubco’s share price could subject Pubco to securities class action litigation. • Currently, there is no public market for the shares of Pubco Class A Common Stock. Investors cannot be sure about whether an active trading market in Pubco Class A Common Stock will develop, what the market price of shares of Pubco Class A Common Stock would be or whether Pubco will successfully obtain authorization for listing on Nasdaq. • Pubco may or may not pay cash dividends in the foreseeable future. • Pubco may have shareholders which, through their potential voting control of Pubco, may be in a position to control actions that require shareholder approval and may make decisions that are adverse to other shareholders.
Risk Factors (Cont’d) 33 Risks Related to Ownership of Pubco Class A Common Stock Following the Business Combination (Cont’d) • Pubco expects to qualify as a controlled company under applicable stock exchange rules and expects to avail itself of applicable exemptions from the corporate governance requirements thereof. • Holders of Pubco Class A Common Stock have no voting rights. As a result, holders of Pubco Class A Common Stock will not have any ability to influence stockholder decisions. • Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely affect the market price of Pubco Class A Common Stock. Risks Related to the Notes • Pubco’s indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes. • Pubco may be able to incur substantial indebtedness. This could exacerbate the risks to Pubco’s financial condition described above and prevent Pubco from fulfilling its obligations under the Notes. • Pubco’s obligation to offer to redeem the Notes upon the occurrence of a fundamental change will be triggered only by certain specified transactions, and may discourage a transaction that could be beneficial to the holders of Pubco Class A Common Stock and the Notes. • Pubco may not be able to generate sufficient cash to service all of its indebtedness, including the Notes, and may be forced to take other actions to satisfy its obligations under its indebtedness, which may not be successful. • Pubco’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, would materially and adversely affect Pubco’s financial position and results of operations and Pubco’s ability to satisfy its obligations under the Notes. • The indenture for the Convertible Notes Private Placement (the “Indenture”) contains terms which restrict Pubco’s current and future operations, particularly its ability to respond to changes or to take certain actions. • The Indenture contains cross - default provisions that could result in the acceleration of all of Pubco’s indebtedness. • A lowering or withdrawal of the ratings assigned to Pubco’s debt securities by rating agencies, if any, may increase Pubco’s future borrowing costs and reduce its access to capital. • The Notes will be secured by a substantial portion of the assets of Pubco. As a result of these security interests, such assets would only be available to satisfy claims of Pubco’s general creditors or to holders of Pubco’s equity securities if Pubco were to become insolvent to the extent the value of such assets exceeded the amount of Pubco’s secured indebtedness and other obligations. In addition, the existence of these security interests may adversely affect Pubco’s financial flexibility. • Federal and state fraudulent transfer laws may permit a court to void the Notes and, if that occurs, the noteholders may not receive any payments on the Notes. • There is currently no trading market for the Notes. If an active trading market does not develop, then holders of Notes may be unable to sell their shares at desired times or prices, or at all. • Pubco may not have the ability to raise the funds necessary to settle conversions of the Notes, repurchase the Notes upon a fundamental change, purchase the Notes if tendered at the option of holders at the date specified in the indenture or repay the Notes in cash at their maturity, and Pubco’s future debt may contain limitations on its ability to pay cash upon conversion, redemption or repurchase of the Notes. • The conversion rate of the Notes may not be adjusted for all dilutive events that may occur. • The increase in the conversion rate applicable to the Notes that holders convert in connection with a make - whole fundamental change or notice of redemption may not adequately compensate holders of Notes for the lost option time value of the Notes as a result of that make - whole fundamental change. • Liquidity, regulatory actions, changes in market conditions and other events may adversely affect the trading price and liquidity of the Notes and the ability of investors to implement a convertible note arbitrage trading strategy. • Upon conversion of the Notes, holders of Notes may receive less valuable consideration than expected because the value of Pubco Class A Common Stock may decline after such holders exercise their conversion right but before Pubco settles the conversion obligation. • Conversion or redemption may adversely affect a holder’s return on the Notes. • The accounting method for convertible debt securities that may be settled in cash, including the Notes, may have a material effect on Pubco’s reported financial results. • The market price of the shares of Pubco Class A Common Stock, which may fluctuate significantly, may directly affect the market price for the Notes. • The Notes are convertible into Pubco Class A Common Stock, and, as a result, holders of Notes will be subject to all of the risks associated with holding Pubco Class A Common Stock. Risks Related to the Shares of Convertible Preferred Stock • There is currently no trading market for the Convertible Preferred Stock. If an active trading market does not develop, then holders of shares of Convertible Preferred Stock may be unable to sell their shares at desired times or prices, or at all. • The conversion rate of the share of Convertible Preferred Stock may not be adjusted for all dilutive events or other events that may adversely affect the value of the shares of Convertible Preferred Stock that may occur. • Holders of Convertible Preferred Stock may be unable to convert their shares of Convertible Preferred Stock at the times they desire, and the value of the perpetual strike preferred stock could be less than the value of the consideration into which such shares of Convertible Preferred Stock could otherwise be converted. • Upon conversion of the shares of Convertible Preferred Stock, holders of Convertible Preferred Stock may receive less valuable consideration than expected because the value of Pubco Class A Common Stock may decline after holders exercise their conversion right but before Pubco settles the conversion obligation.
Risk Factors (Cont’d) 34 Risks Related to the Shares of Convertible Preferred Stock (Cont’d) • Conversion or redemption of the shares of Convertible Preferred Stock may adversely affect return on the shares of Convertible Preferred Stock. • The market price of the shares of Pubco Class A Common Stock may fluctuate significantly and may directly affect the market price for the shares of Convertible Preferred Stock. • The shares of Convertible Preferred Stock are convertible into Pubco Class A Common Stock, and, as a result, holders of Convertible Preferred Stock will be subject to all of the risks associated with holding Pubco Class A Common Stock. • Holding shares of Convertible Preferred Stock does not, in itself, confer any rights with respect to underlying shares of Pubco Class A Common Stock (including voting rights or rights to receive any dividends or other distributions on shares of Pubco Class A Common Stock). • Pubco may not have sufficient funds to pay dividends in cash on the shares of Convertible Preferred Stock, or Pubco may choose not to pay dividends on such shares and regulatory and contractual restrictions may prevent Pubco from declaring or paying dividends. • The Convertible Preferred Stock are expected to be senior to the Pubco Class A Common Stock and junior to any existing and future indebtedness. As such, if Pubco liquidates, dissolves or winds up, then Pubco assets will be available to distribute to equity holders, including holders of shares of Convertible Preferred Stock and holders of shares of Pubco Stock, only if all of Pubco’s then - outstanding indebtedness is first paid in full. The remaining assets, if any, would then be allocated among holders of equity securities in accordance with their respective liquidation rights and preferences, including the liquidation preference of holders of shares of Convertible Preferred Stock over holders of shares of Pubco Class A Common Stock. • Pubco may issue preferred stock in the future that ranks equally with or senior to the shares of Convertible Preferred Stock with respect to dividends and liquidation rights, which may adversely affect the rights of holders of shares of Convertible Preferred Stock and holders of shares of Pubco Class A Common Stock. • Pubco does not currently expect that the shares of Convertible Preferred Stock will have any voting rights. Pubco may choose to implement such voting rights in the future. • Pubco will have the right to redeem the shares of Convertible Preferred Stock in certain circumstances. Investment in the shares of Convertible Preferred Stock may be harmed if such redemption were to occur. Similarly, Pubco may choose not to redeem any shares of Convertible Preferred Stock. In either case, investors may be unable to reinvest any proceeds or anticipated proceeds from their investment in comparable investments at favorable dividend or interest rates. • The accounting method for the shares of Convertible Preferred Stock may result in lower reported net earnings attributable to common stockholders. • Recent and future regulatory actions, changes in market conditions and other events may adversely affect the trading price and liquidity of the Convertible Preferred Stock and the ability of investors to implement a convertible arbitrage trading strategy. • Tax rules applicable to holding, conversion and dividends relating to shares of Convertible Preferred Stock could result in adverse consequences to the holders thereof. Risks Related to Taxation • Unrealized fair value gains on Pubco’s Bitcoin holdings could cause Pubco to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022. • If CEPO is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences as a result of the Business Combination. • Investors may have to pay U.S. federal income tax if Pubco adjusts the conversion rate of either the Notes or the Convertible Preferred Stock in certain circumstances, even if you do not receive any cash.