Exhibit 99.1
Bitcoin Standard Treasury Company BSTR Holdings, Inc. – Investor Presentation August 2025
Disclaimer 2 Disclaimers and Other Important Information This presentation (this “Presentation”) is being furnished by Cantor Equity Partners I, Inc. (“CEPO”), BSTR Newco, LLC, a Del awa re limited liability company (the “Company,” “Newco” or “BSTR”), and BSTR Holdings, Inc., a Delaware corporation (“Pubco,” an d together with CEPO and the Company, the “Parties”) solely for informational purposes with respect to (i) the private placemen t o f convertible notes by Pubco, with options to purchase additional convertible notes and shares of convertible preferred stock , pursuant to the subscription agreements, dated July 16, 2025, among Pubco, CEPO and the investors named therein, and the priv ate placement of convertible notes by Pubco, pursuant to the subscription agreements dated August 7, 2025, among Pubco, CEPO and the investors named therein (the “Convertible Notes Private Placements”), (ii) the private placement of shares of co nve rtible preferred stock of Pubco, pursuant to the subscription agreement, dated July 16, 2025, among Pubco, CEPO and the investor named therein, and the private placement of shares of convertible preferred stock of Pubco, pursuant to the subscrip tio n agreements, dated August 25, 2025, among Pubco, CEPO and the investors named therein (the “Convertible Preferred Stock Private Placements”), (iii) the issuance of Class A ordinary shares by CEPO, which class A ordinary shares will be purchased in cash or Bitcoin, pursuant to the subscription agreements, dated July 16, 2025, among Pubco, CEPO and the investors named ther ein (the “Equity Private Placement”), and (iv) the private placement ofmembership interests by Newco, which membership interests will be purchase in Bitcoin, pursuant to the subscription agreements, dated Ju ly 16, 2025, among Pubco, CEPO, Newco and the investors named therein (the “Newco Private Placement”, and, together with the Convertible Notes Private Placements, the Conv ert ible Preferred Stock Private Placements and the Equity Private Placement, the “Private Placements”), in connection with a potential business combination among the Parties and related transactions (the “Business Combination” and together with the P riv ate Placements, the “Transactions”). By reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a sol icitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any pr oxy, vote, consent or approval in any jurisdiction, in connection with the Transactions, nor shall there be any sale, issuance or transf er of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under th e laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offe r t o sell securities pursuant to the Private Placements will be made only pursuant to the related subscription agreements and re lat ed documentation and will be made in reliance on an exemption from registration under the Securities Act for offers and sales of se curities that do not involve a public offering. Any other solicitation or offering of securities shall be made only by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. The communication of this Presentation i s r estricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution o r u se would be contrary to local law or regulation. The convertible notes and the shares of convertible preferred stock to be issue d i n the Convertible Notes Private Placements and the Preferred Stock Private Placements, the Class A ordinary shares to be issu ed in the Equity Private Placement and the membership interests in Newco to be issued in the Newco Private Placement have not been reg istered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. No representations or warranties, express or implied, are given in, or in respect of, this Presentation. This Presentation is su bject to updating, completion, revision, verification and further amendment. None of the Parties or their respective affiliat es has authorized anyone to provide interested parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation or determined if this Presentation is truthful, accu ra te or complete, and it is an offense to claim otherwise. None of CEPO, the Company or Pubco nor any of their respective subsidiaries, equity holders, affiliates, representatives, par tne rs, members, directors, officers, employees, advisers or agents (collectively, “Representatives”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other written, or al or other communications transmitted or otherwise made available to you in the course of your evaluation of the Transactions, and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance . T o the fullest extent permitted by law, none of the Parties nor any of their Representatives shall be responsible or liable fo r a ny direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accurac y o r sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in rel ati on thereto or otherwise arising in connection therewith. In addition, the information contained herein does not purport to contain all of t he information that may be required to evaluate the Transactions. The information contained in this Presentation is provided as of the date hereof and may change, and none of the Parties nor any of their Representatives undertakes any obligation to update such in formation, including in the event that such information becomes inaccurate or incomplete. The general explanations included in this Presentation cannot address, nor is intended to address, your specific investment objectives, financial situations or fi nancial needs. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with any Par ty or their respective Representatives, as investment, legal or tax advice. In addition, this Presentation does not purport t o b e all - inclusive or to contain all of the information that may be required to make a full analysis of the Parties and each of the Tr ans actions. Recipients of this Presentation should read the definitive documents for the Private Placements or any other Transac tio n and make their own evaluation of the Parties and the Private Placements or any other Transactions and of the relevance and adequa cy of the information and should make such other investigations as they deem necessary. This Presentation supersedes all previous oral or written communications between the parties hereto relating to the subject m att er hereof.
Disclaimer (Cont’d) 3 Forward - Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward - looking s tatements within the meaning of the U.S. federal securities laws with respect to the Parties and the Transactions, including, expectations, hopes, beliefs, intentions, plans, prospects, financial results, strategies and other statements relating to CE PO, Pubco, the Company and the Transactions and statements regarding the anticipated benefits and timing of the completion of the Transactions, the assets held by the Company, the price and volatility of Bitcoin, the future supply of and demand for Bitcoi n, Bitcoin’s growing prominence as a digital asset and as the foundation of a new monetary system, Bitcoin’s ability to hedge in fla tion and economic uncertainty, Pubco's listing on an applicable securities exchange, the economic conditions surrounding Bitcoin, Pub co’s planned business strategy including Pubco's ability to grow its shareholders’ ownership of Bitcoin over time, generate Bitcoin yield, partner with Bitcoin technology companies and produce and provide Bitcoin - related advisory and other services, Pu bco’s ability to catalyze the fusion of Bitcoin into finance and capital markets, Pubco’s ability to access legacy Bitcoin in ves tors, any projected outcomes or expectations of crypto treasury strategies or businesses, expectations of Bitcoin to perform as a s upe rior treasury asset, Pubco’s plans and use of proceeds, objectives of management for future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investors relating to their participation in the Private Placeme nts or any future securities resulting from any proposed Transactions, any pro forma values associated with any Transactions or w it h Pubco, any proposed Transaction structures and offering terms, plans and expectations for Bitcoin adoption, value creation, i nve stor benefits and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and th e interest of other corporations in similar business strategies, technological and market trends, future financial condition an d p erformance and expected financial impacts of the Transactions, any expected benefits, future scaling and efficiency upgrades associated with Bitcoin and any expectations, intentions, strategies, assumptions or beliefs about future events, results of ope rations or performance or that do not solely relate to historical or current facts. These forward - looking statements generally a re identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunit y,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressi on s. Forward - looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actua l future events to differ materially from the forward - looking statements in this Presentation, including, but not limited to: the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of CEPO’s sec urities; the risk that the Business Combination may not be completed by CEPO’s business combination deadline; the failure by the Parti es to satisfy the conditions to the consummation of the Business Combination, including the approval of CEPO’s shareholders, or any of the Private Placements; failure to realize the anticipated benefits of the Transactions; the level of redemptions of C EPO ’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain t he quotation, listing, or trading of the Class A ordinary shares of CEPO or the Class A common stock of Pubco; the lack of a thi rd - party fairness opinion in determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or ma int ain the listing of its securities any stock exchange on which Pubco's Class A common stock will be listed after closing of the Bu sin ess Combination; costs related to the Transactions and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business, including the hig hly volatile nature of the price of Bitcoin; the risk that Pubco’s stock price will be highly correlated to the price of Bitc oin and the price of Bitcoin may decrease at any time after the closing of the Transactions; risks related to increased competition in the industr ies in which Pubco will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding Bi tcoin; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the Business C omb ination, Pubco experiences difficulties managing its growth and expanding operations; challenges in implementing Pubco’s business plan, including Bitcoin - related advisory services and other Bitcoin - related services, due to operational challenges, si gnificant competition and regulation; being considered to be a “shell company” by any stock exchange on which Pubco’s Class A common stock will be listed or by the Securities and Exchange Commission (“SEC”), which may impact the ability to list Pubco' s C lass A common stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securi tie s; the outcome of any potential legal proceedings that may be instituted against the Company, CEPO, Pubco or others following announ cem ent of the Business Combination; and those risk factors discussed in documents of Pubco, the Company, or CEPO filed, or to be filed, with the SEC. The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks an d uncertainties described in the “Risk Factors” section of the final prospectus of CEPO dated as of January 6, 2025 and filed by CEPO with the SEC on January 7, 2025, CEPO’s Annual Reports on Form 10 - K and Quarterly Reports on Form 10 - Q on file, and to be filed, with the SEC and the registration statement on Form S - 4 and proxy statement/prospectus that will be filed by Pubco and the Company, and other documents filed by CEPO and Pubco from time to time with the SEC, as well as the list of risk factors incl ude d in Annex A herein. These filings do or will identify and address other important risks and uncertainties that could cause a ctu al events and results to differ materially from those contained in the forward - looking statements. There may be additional risks th at none of the Parties presently know or that the Parties currently believe are immaterial that could also cause actual resul ts to differ from those contained in the forward - looking statements. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - l ooking statements, and none of the Parties or any of their Representatives assumes any obligation or intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise. None of the Partie s or any of its Representatives gives any assurance that any of CEPO, the Company or Pubco will achieve its expectations. The inclusion of any statement in this presentation does not constitute an admission by Pubco or CEPO or any other person that th e e vents or circumstances described in such statement are material. Industry and Market Data This Presentation has been prepared by the Parties and their Representatives and includes market data and other statistical i nfo rmation from third - party industry publications and sources as well as from research reports prepared for other purposes. Although the Parties believe these third - party sources are reliable as of their respective dates, none of the Parties or any of their respective Representatives has independently verified the accuracy or completeness of this information and cannot assur e y ou of the data’s accuracy or completeness. Some data are also based on the Parties’ good faith estimates, which are derived from bo th internal sources and the third - party sources. None of the Parties or their Representatives make any representation or warranty with respect to the accuracy of such information. The Parties expressly disclaim any responsibility or liability for any dama ges or losses in connection with the use of such information herein. Accordingly, such information and data may not be included i n, may be adjusted in, or may be presented differently in, any registration statement, prospectus, proxy statement or other report o r d ocument to be filed or furnished by CEPO or Pubco, or any other report or document to be filed by Pubco following completion of the Business Combination with the SEC.
Disclaimer (Cont’d) 4 Trademarks and Intellectual Property All trademarks, service marks, and trade names of any Party or their respective affiliates used herein are trademarks, servic e m arks, or registered trade names of such Party or its respective affiliate, respectively, as noted herein. Any other product, com pany names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is no t alone intended to, and does not alone imply, a relationship with any Party, or an endorsement or sponsorship by or of any Party. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with out the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any Party or the applicable right s owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licen sor to these trademarks, service marks and trade names. Additional Information and Where to Find It In connection with the Business Combination, Pubco and Newco intend to file relevant materials with the SEC, including a regi str ation statement on Form S - 4, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all CEPO shareholders. CEPO and/or Pubco will als o file other documents regarding the Transactions with the SEC. Before making any voting or investment decision, investors, shareholders and other interested parties are urged to read the r egi stration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with Transactions carefully and in their entirety as they become available because they will contain important inf orm ation about the Transactions. Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospect us and all other relevant documents filed or that will be filed with the SEC by CEPO or Pubco through the website maintained by the SEC at www.sec.gov. The documents filed by CEPO or Pubco with the SEC also may be obtained free of charge, once available, on the SEC’s website a t w ww.sec.gov or by directing a request to: Cantor Equity Partners, Inc., 110 East 59th Street, New York, NY 10022; e - mail: CantorEquityPartners@cantor.com, or upon written request to BSTR Holdings, Inc., via email at bstr@blockstreamcapitalpartners .co m, respectively. Participants in Solicitation CEPO, Pubco, the Company and their respective directors and executive officers may be deemed under SEC rules to be participan ts in the solicitation of proxies from CEPO’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination and their owners hip of CEPO’s securities are, or will be, contained in CEPO’s filings with the SEC, including CEPO’s Annual Report on Form 10 - K and Quarterly Reports on Form 10 - Q. Additional information regarding the interests of the persons who may, under SEC rules, be deeme d participants in the solicitation of proxies of CEPO’s shareholders in connection with the Business Combination, including and the names and interests of the Company and Pubco’s directors and executive officers, will be set forth in the proxy state men t/prospectus on Form S - 4 for the Business Combination, which is expected to be filed by Pubco and CEPO with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.
5 Management Bios Adam Back is a cryptographer and cypherpunk, and one of Bitcoin’s most influential figures, known for being among the first p ion eers 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 ed ge of progress in cryptography and distributed systems. His leadership as a founder and executive has been essential to advancing c ryp tography 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 tr eas ury strategy for the rapidly evolving Bitcoin era. Dr. Adam Back – Chief Executive Officer Sean Bill is an experienced investor in the FinTech and cryptography space. As an early advocate for Bitcoin within the pensi on 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 - bas ed solutions. With over 30 years in traditional finance, Sean has held leadership roles such as CIO at Prime Meridian Capital Management, w her e he oversaw award - winning hedge funds, and as Treasurer and CIO for the Santa Clara Valley Transportation Authority – one of the fir st 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 Bit coin into traditional portfolios. As CIO of BSTR, Sean will continue to shape the future of Bitcoin in institutional finance. Sean Bill – Chief Investment Officer
The BSTR team combines the ongoing financialization of Bitcoin with a deep understanding of the technology and unparalleled a cce ss to the Bitcoin community – a dimension largely overlooked by competitors Executive Summary 6 Our differentiated Bitcoin thesis The Bitcoin treasury landscape continues to accelerate, and institutions are seeking a trusted partner The BSTR team is uniquely positioned to shape and lead in Bitcoin - native capital markets BSTR’s investment thesis 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 BSTR has unique access to Bitcoin OGs - with credibility and access to Bitcoin’s original adopters, unlocking additional sources of Bitcoin supply Large formation Bitcoin contribution: 25,000 Bitcoin invested by founding team at inception Attractive deal offering investors to co - invest at “ground floor” with same economics as founding team Opportunity for investors BSTR has entered into agreements to raise $1.3 billion of total fiat financing consisting of (i) $575 (1) million of convertible debt, (ii) $300 million of convertible preferred stock (2) , and (iii) $400 million of fiat common equity Concurrently, BSTR has entered into agreements to raise 5,021 Bitcoin through an in - kind equity PIPE paid in Bitcoin (3) All raises are being made in connection with the Company's business combination with Cantor Equity Partners I, Inc. (the “Transaction”), a $204 million SPAC (4) (1) Includes (i) base deal of $500M of convertible notes, (ii) ~$44M subscribed for pursuant to the exercise of Convertible Note Investors options and (iii) $31M subscribed for pursuant to new subscription agreements dated August 7, 2025. (2) Includes (i) $30M subscribed for at announcement, (ii) $222M subscribed for pursuant to the exercise of option for Convertible Notes Investors and (iii) $48M subscribed for pursuant to new subscription agreements dated August 25, 2025. Net proceeds estimated to be ~$255M after accounting for OID of 85.0. (3) Includes (i) 845 Bitcoin to be contributed to Newco and (ii) 4,176 Bitcoin to be contributed to CEPO. (4) Approximate amount held in trust account of Cantor Equity Partners I, Inc. as of July 31, 2025. Assumes 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
In 2008, Satoshi requested to cite Adam’s Hashcash paper — a foundational moment linking Bitcoin to Adam’s prior research on “proof - of - work” Bitcoin: Shaped by Our Unique Relationship to Satoshi Nakamoto 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 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) Commentary • 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 M2 Money Supply (1) Bitcoin Supply (2) 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 Bitcoin’s trajectory is marked by onboarding of stakeholder groups, each expanding the network’s legitimacy, utility, & reach Adoption Keeps Spreading – With Each New Group Infusing Its Own Value & Knowledge into Bitcoin 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 c The initial wave of adoption emerged out of necessity Struggling corporations or forward - looking companies seeking innovative treasury solutions Corporate Treasury Evolution Treasury offerings evolved to include institutional offerings Tax - efficient structuring Local champions across regional markets Broader Corporate Adoption Corporates are recognizing Bitcoin as a reliable way to preserve purchasing power parity for hard - earned reserves Emerges as a potential key treasury asset in the face of long - term monetary debasement (05/28/2024) 4,449 BTC Sovereign Adoption c Nation states are beginning to view Bitcoin as potential infrastructure for national sovereignty 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
Over time, the market may reward active managers with resilient NAV (1) premiums while passive holders may experience premium compression Bitcoin is evolving from a passive store of value into an active financial layer — unlocking capital formation, credit, and yiel d in a Bitcoin - native context; BSTR is uniquely positioned to separate the signal from the noise and accelerate widespread adoption Nascent Capital Markets Offer a Rare Chance to Shape — and to Lead 12 As Large Holders Adopt Bitcoin, the Natural Progression is Its Deployment to Generate Returns in Bitcoin Itself The Bitcoin Treasury market is beginning to take notice of recent announcements related to companies with plans to actively i nte grate and use Bitcoin versus passive Bitcoin holders BSTR has unparalleled domain expertise in Bitcoin protocols & programmability and can responsibly unlock Bitcoin capital mark ets Bitcoin Native Capital Markets… Companies pursuing in - kind yield strategies may command a durable NAV premium Emergence of Bitcoin capital markets such as: Lower risk Bitcoin - denominated yield generation strategies Bitcoin - native borrowing and lending mechanisms Structured financial products (i.e. Bitcoin - denominated converts) 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.
Having invested in or co - created multiple prominent Bitcoin treasury firms, our founders have developed unique insight into what drives success Pioneers of the Bitcoin Treasury Model - With Leading Expertise 15 ▪ Utilize convertible ladders to optimize entry and unlock long - term flexibility ▪ Possess domain expertise in Bitcoin - native infrastructure ▪ Are able to generate in - kind Bitcoin yield, eventually Firms That can Justify a Premium to mNAV (2) : (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) ▪ Possess mastery of novel metrics: Bitcoin yield, Bitcoin torque, months to cover mNAV (3) , etc. Confidential UK (x2) ProCap Confidential Swiss
BSTR has multiple thoughtful, methodical possible avenues to accumulate, safeguard and compound Bitcoin on behalf of sharehol der s Potential Options to Accumulate Bitcoin for All 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.
Not just participating in the Bitcoin ecosystem — we’re planning to actively shape the transition to a Bitcoin - native financial system BSTR: Catalyzing the Fusion of Bitcoin into Finance & Capital Markets 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 thereaf ter . (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
Pre - Funding Bitcoin Purchases not Necessary Avoids additional fees and price risks being incurred Large Formational Bitcoin Contribution 25,000 Bitcoin invested by founding team providing a fortress balance sheet at inception Attractive Deal Offering Investors to Co - Invest at “Ground Floor” With Same Economics as Founding Team Bitcoin - denominated Equity PIPE including from Prominent Bitcoiners Targeted towards Bitcoiners – funded BY the community FOR the community BSTR a Viable Long - Term Bitcoin Treasury Strategy 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 Bitcoin Priced at Closing of Transaction Allows for fair treatment of all stakeholders Opportunity to Co - Invest at Zero Premium to mNAV (1) at Inception Ability to invest alongside the founding team 20 (1) Multiple on Net Asset Value.
I. Our Differentiated Bitcoin Thesis II. BSTR Investment Thesis III. Transaction Details and Timeline Appendix: Risk Factors
CEPO and BSTR are considering issuing Convertible Senior Notes Offering Summary Term Sheet – Convertible 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 facilit ate 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 collateraliz ed (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 Bi tcoin 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 previo us 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 rel eased 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 an y, 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 Conver sion 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 2 0 t rading 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 convers ion 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
CEPO and BSTR are considering raising equity through a Convertible Preferred Offering Summary Term Sheet – 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 ▪ $30 million / 300,000 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
CEPO and BSTR are considering raising equity through a Fiat Equity PIPE Offering Summary Term Sheet – Fiat Equity PIPE 24 ▪ 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 pur chase 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).
CEPO and BSTR are considering raising equity through a Bitcoin Equity PIPE Offering Summary Term Sheet – Bitcoin Equity PIPE 25 ▪ 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 milli on option to purchase Convertible Preferred Stock as part of the convertible notes offering.
Illustrative Transaction Structure 26 Note: BSTR Class A & Class B shares entitled to 0 vote per share and 1 vote per share respectively. (1) Includes (i) base deal of $500M of convertible notes, (ii) ~$44M subscribed for pursuant to the exercise of Convertible Note Investors options and (iii) $31M subscribed for pursuant to new subscription agreements dated August 7, 2025. (2) Includes (i) $30M subscribed for at announcement, (ii) $222M issued upon exercise of option for Convertible Notes Investors and (iii) $48M subscribed for pursuant to new subscription agreements dated August 25, 2025. Net proceeds estimated to be ~$255M after accounting for OID of 85.0. (3) NewCo Exchange Interests to be economically fungible with BSTR Class A Stock and may be exchanged for BSTR Class A Stock or cash at BSTR election. BSTRC CEPO Shareholders NewCo CEPO BSTR NewCo Merger Sub Convertible Notes Investors ▪ At Announcement: ▪ BSTR Holdings (Cayman) (“BSTRC”) agrees to contribute 25,000 BTC at closing to NewCo in exchange for NewCo I nterests ▪ Certain Equity PIPE Investors (the “ NewCo Equity Investors”) agree to contribute 845 Bitcoin at closing in exchange for NewCo Interests ▪ CEPO Equity PIPE Investors agree to contribute $400M of cash and 4,176 Bitcoin in exchange for CEPO Shares ▪ Convertible Notes & Preferred Stock Investors agree to contribute $575M (1) & ~$255M (2) of cash, respectively, in exchange for BSTR Convertible Notes & BSTR Convertible Preferred ▪ At Close: ▪ BSTRC / NewCo Equity Investors contribute 25,845 Bitcoin in exchange for NewCo Interests ▪ CEPO Equity PIPE Investors contribute $400M of cash & 4,176 BTC to CEPO in exchange for CEPO Shares ▪ CEPO merges with and into CEPO Merger Sub with CEPO Merger Sub surviving ▪ CEPO Shareholders (including CEPO Equity PIPE Investors) receive BSTR Class A Shares in exchange for CEPO Shares ▪ NewCo Merger Sub merges with and into NewCo with NewCo surviving ▪ BSTRC receives BSTR Class A & Class B S hares in exchange for NewCo Interests ▪ NewCo Equity Investors receive NewCo Exchange Interests in exchange for NewCo Interests (3) ▪ Convertible Notes & Preferred Stock Investors contribute $575M (1) & ~$255M (2) , respectively, of cash in exchange for BSTR Convertible Notes & BSTR Convertible Preferred 1A BSTR Class A Shares BSTR Class A & Class B Shares 4B 5B BSTR Convertible Notes & Convertible Preferred Merger #1 4A 1A BSTRC / Newco BTC PIPE Investors 25,845 BTC NewCo Interests 5A Merger #2 CEPO Merger Sub Equity PIPE Investors $400M Cash & 4,176 BTC CEPO Shares 3 1B 1B 2 3 4A 4B 5A 5C S1 S2 NewCo BTC PIPE Investors 5C 5B NewCo Exchange Interests 2 6 1C 1C 6 1D Preferred Stock Investors $575M Cash (1) ~$255M Cash (2) 1D
Source ($mm) (BTC) BTC Contrbution - BSTRC $2,956 25,000 BTC Equity PIPE Contribution 594 5,021 Fiat Equity PIPE Proceeds 400 - Convertible Note Proceeds 575 - Convertible Preferred Stock Proceeds 255 - SPAC Cash in Trust 204 - Total $4,983 - Transaction Sources and Uses 27 Illustrative Assumptions Illustrative Sources – At Closing Illustrative Uses – At Closing General Assumptions: ▪ Bitcoin Price: $118,225.80 Bitcoin Contribution Assumptions: ▪ Bitcoin Contribution – BSTRC: 25,000 ▪ BTC Equity PIPE Contribution: 5,021.11 (5) BTC Purchase Assumptions: ▪ Convertible Notes Proceeds: $574.7 (1) million ▪ Convertible Preferred Proceeds: $255.0 million (2) ▪ Fiat Equity PIPE Proceeds: $400.0 million De - SPAC Transaction Assumptions: ▪ CEPO Cash in Trust: $204.0 million ▪ CEPO Redemptions Percentage: 0.00% ▪ Estimated Fees & Expenses: $85.2 million ▪ Cash for Operating Expenses: $33.0 million ▪ Other Cash to Balance Sheet: $204.0 million (3) (1) Includes (i) base deal of $500M of convertible notes, (ii) ~$44M subscribed for pursuant to the exercise of Convertible Note Investors options and (iii) $31M subscribed for pursuant to new subscription agreements dated August 7, 2025. (2) Includes (i) $30M subscribed for at announcement, (ii) $222M issued upon exercise of option for Convertible Notes Investors and (iii) $48M subscribed for pursuant to new subscription agreements dated August 25, 2025. Net proceeds estimated to be ~$255M after accounting for OID of 85.0. (3) CEPO cash in trust balance as of July 31, 2025. (4) Represents number of BTC at $118,226 USD / BTC. (5) Includes 845 Bitcoin to be contributed to Newco and 4,16.11 Bitcoin to be contributed to CEPO. (4) (4) Use ($mm) (BTC) BTC Contrbution - BSTRC $2,956 25,000 BTC Equity PIPE Contribution 594 5,021 BTC Purchases 1,111 9,400 Estimated Fees at Close 85 - Cash for Operating Expenses 33 - Other Cash to Balance Sheet 204 1,726 Total $4,983 41,147 (5) (5)
Owner (Contribution) Shares Ownership % Vote % BSTRC (BTC) 295.6 70.7% 100.0% BTC Equity PIPE (BTC) 59.4 14.2% 0.0% Fiat Equity PIPE (Fiat) 39.5 9.5% 0.0% Public SPAC Shareholders (Fiat) 20.0 4.8% 0.0% Convertible Notes Investors (Fiat) 0.0 0.0% 0.0% Convertible Preferred Stock Investors (Fiat) 0.0 0.0% 0.0% Sponsor (Fiat) 3.5 0.8% 0.0% Total 417.9 100.0% 100.0% Pro Forma Ownership Structure 28 Illustrative Assumptions Illustrative Pro Forma Ownership – Pre - Convert General Assumptions: ▪ Bitcoin Price: $118,225.80 ▪ CEPO Share Price: $10.00 BSTRC Assumptions: ▪ BSTRC Bitcoin Contribution Value ($M): $2,955.6 (1) Equity Assumptions: ▪ Bitcoin Equity PIPE ($M): $596.6 (2) ▪ Fiat Equity PIPE ($M): $400.0 Convertible Notes & Convertible Preferred Assumptions: ▪ Convertible Notes Principal ($M): $574.7 (3) ▪ Conversion Price: $13.00 ▪ Convertible Preferred Principal ($M): $300.0 ▪ Conversion Price: $13.00 SPAC Assumptions: ▪ CEPO Shares at Closing (M): 20.0 ▪ CEPO Redemption Percentage: 0.00% Illustrative Pro Forma Ownership – Post - Conversion (1) Includes 25,000 BTC at $118,226. (2) Includes 5,021.11 BTC at $118,226. (3) Includes (i) base deal of $500M of convertible notes, (ii) ~$44M subscribed for pursuant to the exercise of Convertible Note Investors options and (iii) $31M subscribed for pursuant to new subscription agreements dated August 7, 2025. (4) Includes Class A and Class B shares of PubCo. (5) Excludes 500,000 Class A shares to be purchased by Sponsor for $5M at closing. (6) Includes 500,000 Class A shares to be purchased by Sponsor for $5M at closing. (4) (4) (5) (6) (5) (6) Shares Ownership % Vote % BSTRC (BTC) 295.6 60.9% 100.0% BTC Equity PIPE (BTC) 59.4 12.2% 0.0% Fiat Equity PIPE (Fiat) 39.5 8.1% 0.0% Public SPAC Shareholders (Fiat) 20.0 4.1% 0.0% Convertible Notes Investors (Fiat) 44.2 9.1% 0.0% Convertible Preferred Stock Investors (Fiat) 23.1 4.8% 0.0% Sponsor (Fiat) 3.5 0.7% 0.0% Total 485.2 100.0% 100.0%
I. Our Differentiated Bitcoin Thesis II. BSTR Investment Thesis III. Transaction Details and Timeline Appendix: Risk Factors
Risk Factors 30 Certain factors may have a material adverse effect on the business, financial condition and results of operations of BSTR Hol din gs, Inc., a Delaware corporation (“Pubco”), BSTR Newco, LLC, a Delaware limited liability company (the “Company” or “BSTR”) and/or Cantor Equity Partners I, Inc. (“CEPO” and, together with Pubco and the Company, the “Parties”) and any investment in the convertible notes (the “Notes”) to be issued by Pubco (the “Convertible Notes Private Placement”), any investment in the shares of convertible preferred stock (the “Convertible Preferred Stock”) that may be issued by Pubco (the “Convertible Prefe rre d Stock Private Placement”), any investment in the private placement of ordinary shares by CEPO, which ordinary shares will b e purchased in cash or Bitcoin (the “Equity Private Placement”), and/or any investment in the membership interests to be issued by Newco (the “Newco Private Placement”, together with the Equity Private Placement, Convertible Notes Private Placement and the Convertible Preferred Stock Private Placement, the “Private Placements”). The risks and uncertainties described below are no t the only ones that the Parties face. Additional risks that the Parties are unaware of, or that the Parties currently believ e a re not material, may also become important factors that materially adversely affect any of the Parties. If any of the following risk s a ctually occur, the business, financial condition, results of operations, and future prospects of the Parties could be materia lly and adversely affected. In that event, the trading price of Pubco’s Class A common stock (“Pubco Class A Common Stock”) following th e proposed business combination among the Parties (the “Business Combination”) could decline, and investors could lose all or part of their investment. The following list of risk factors is not exhaustive. You should carefully consider the following factors and the other risks an d uncertainties described in the “Risk Factors” section of the final prospectus of CEPO dated as of January 6, 2025 and filed by CEPO with the SEC on January 7, 2025, CEPO’s Annual Reports on Form 10 - K and Quarterly Reports on Form 10 - Q on file, and to be filed, with the SEC and the registration statement on Form S - 4 and proxy statement/prospectus that will be filed by Pubco and the Company, and other documents filed by CEPO and Pubco from time to time with the SEC, including any registration statement fil ed by Pubco with respect to the Notes and /or the Convertible Preferred Stock. 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 flu ctuate, 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 Pubc o’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 fin ancial 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 wit h 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 condi tio n may be adversely affected if Pubco is unable to compete effectively. • 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 l iqu idity for Pubco. • Pubco will face risks relating to the custody of its Bitcoin. If Pubco or its third - party service providers experience a securit y 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 an d 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, regul ato ry 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 uncle ar 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 positio n, 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 e lem ents 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 pe nal ties, which may adversely affect Pubco’s business, operating results, and financial condition. • Regulatory changes classifying Bitcoin as a “security” could lead to Pubco’s classification as an “investment company” under the Investment Company Act of 1940, and would subject Pubco to additional regulation and could materially impact the operation of Pubco’ business. • If Pubco were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions likely wou ld make it impractical for Pubco to continue segments of its business as currently contemplated and could adversely affect Pubco’s financial condition, the market price of Bitcoin and the market price of Pubc o’s Class A Common Stock and Pubco’s results of operations. • Pubco will not be subject to the same legal and regulatory obligations, including certain compliance and reporting obligation s i ntended to protect investors, that apply to investment companies such as mutual funds and exchange - traded funds, or to obligations applicable to investment advisers. • Due to the unregulated nature and lack of transparency surrounding the operations of many Bitcoin trading venues, Bitcoin tra din g venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in Bitcoin trading ven ues and adversely affect the value of Pubco’s Bitcoin holdings. • Bitcoin is created and transmitted through the operations of the peer - to - peer Bitcoin network, a decentralized network of comput ers 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.
Risk Factors (Cont’d) 31 Risks Related to the Business and Bitcoin Strategy of Pubco (Cont’d) • Pubco may be subject to material litigation, including individual and class action lawsuits, as well as investigations and en for cement 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 Pub co’s reputation, operating results, and financial condition. • Pubco’s mission and operations may include furthering the acceleration of Bitcoin adoption and the fusion of Bitcoin into fin anc e and capital markets, accumulating Bitcoin, providing Bitcoin - related advisory services and potentially, exploring generation of in - kind Bitcoin yield, among other potential operations. Pubco has not previously engaged i n 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 other Bitcoin - related activities in the future, some of which may be subject to regulation. Pubco has not pr eviously 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, could have a material adverse impact on Pu bco and its activities. • Bitcoin’s underlying reliance on energy to facilitate transactions is uncertain and fluctuates based on supply, demand and ne two rk capacity at the time of a transaction, and fluctuations in energy costs, 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 S EC, 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 , w e 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 th e 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 f rom 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 equiva len ts 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 p ubl ish 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. Pu bco ’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 acqui re 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 Pu bco’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, accou nting, 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 ad versely 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 c omp anies 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 thos e c urrently 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 o r w aived, 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 provisio ns 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 t her eto 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 th an 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 con flict 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 in clude 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 a nd 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 wi th 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 sim ila r 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 Busine ss Combination is fair to CEPO — and, by extension, its securityholders — from a financial point of view. • CEPO’s directors & officers will have discretion on whether to agree to changes or waivers in the terms of the Business Combi nat ion & their interests 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 w ith 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 th e B usiness Combination. • Members of CEPO’s management team and the CEPO Board have significant experience as founders, board members, officers, execut ive s 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 abili ty 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, i ncl uding 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 , t hen 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 proceed s a vailable 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 shar es 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, list ing 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 Combinat ion . • If CEPO seeks shareholder approval of the Business Combination, the Sponsor and CEPO’s directors, officers and their respecti ve 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. A cco rdingly, 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 comp ani es 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 act ive 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 t hat require shareholder approval and may make decisions that are adverse to other shareholders. • Pubco expects to qualify as a controlled company under applicable stock exchange rules and expects to avail itself of applica ble 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 an y ability to influence stockholder decisions. • Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely aff ect the market price of Pubco Class A Common Stock.
Risk Factors (Cont’d) 33 Risks Related to the Notes • Pubco’s indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Not es. • Pubco may be able to incur substantial indebtedness. This could exacerbate the risks to Pubco’s financial condition described ab ove 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 sp ecified 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 comm erc ially 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 fu ture 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 fut ure 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 asse ts 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 sec ure d 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 rec eive 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 b e u nable 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 f und amental 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 i ts 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 cha nge 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 liqui dit y 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 Pub co 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 e ffe ct 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 mark et 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 r isk s 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 hol ders 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 t hat 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 de sire, and the value of such shares of Convertible 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 valuabl e c onsideration 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. • Conversion or redemption of the shares of Convertible Preferred Stock may adversely affect return on the shares of Convertibl e P referred Stock. • The market price of the shares of Pubco Class A Common Stock may fluctuate significantly and may directly affect the market p ric e 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 Conve rti ble Preferred Stock will be subject to all of the risks associated with holding 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 choos e n ot to pay dividends on such shares in cash and regulatory and contractual restrictions may prevent Pubco from declaring or paying dividends.
Risk Factors (Cont’d) 34 Risks Related to the Shares of Convertible Preferred Stock (Cont’d) • The Convertible Preferred Stock will rank senior to the Pubco Class A Common Stock and junior to any existing and future inde bte dness. 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 o f P ubco Class A Common Stock, only if all of Pubco’s then - outstanding indebtedness is first paid in full. The remaining assets, if any, would then first be distributed to holders of the Convertible Preferred Stock, in accorda nce with such holders’ liquidation preference. If any assets remain after such distribution, those assets will the be distributed among holders of Pubco Class A Common Stock and class B common stock of Pubco.. • Pubco may issue preferred stock in the future that ranks equally with or senior to the shares of Convertible Preferred Stock wit h 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. • Holders of shares of Convertible Preferred Stock may, under limited circumstances, have the right to elect a director. Otherw ise , shares of Convertible Preferred Stock confer no voting rights except in limited circumstances. • Pubco will have the right to redeem the shares of Convertible Preferred Stock in certain circumstances. Investment in the sha res 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 an y 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 co mmon stockholders. • Tax rules applicable to holding, conversion and dividends relating to shares of Convertible Preferred Stock could result in a dve rse 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 mini mum 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 Pr eferred Stock in certain circumstances, even if you do not receive any cash.