CEPOHIGH SIGNALOPERATIONAL10-K
CEPO has entered into a definitive Business Combination Agreement dated July 16, 2025, with multiple entities including Pubco and various merger subsidiaries, indicating an imminent SPAC transaction completion.
The extensive new language detailing specific merger entities, subsidiary structures, and forward-looking statement references suggests CEPO is actively proceeding toward completing its business combination rather than continuing as a blank-check company seeking targets. The removal of language about seeking prospective target businesses with specific characteristics confirms the company has moved beyond the target identification phase into execution of a definitive transaction.
Comparing 2026-03-02 vs 2025-03-28View on EDGAR →
LANGUAGE CHANGES
NEW — 2026-03-02
PRIOR — 2025-03-28
ADDED
As of February 27, 2026, there were 20,500,000 Class A ordinary shares, par value $0.0001 per share, and 5,000,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.
For forward-looking statements relating to Pubco and the BSTR Business Combination, please see the filings to be made by Pubco with the SEC from time to time.
(as defined below); Board of Directors or Board are to the board of directors of the Company; BSTR Business Combination are to the transactions contemplated by the Business Combination Agreement.
Business Combination are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; Business Combination Agreement are to that certain Business Combination Agreement, dated as of July 16, 2025, by and among the Company, Pubco (as defined below), CEPO Merger Sub (as defined below), Seller (as defined below), Newco (as defined below), CEPO Subsidiary A (as defined below), CEPO Subsidiary B (as defined below) and Newco Merger Sub (as defined below).
Cantor are to Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of ours, the Sponsor (as defined below) and CF Co.
(as defined below); Cantor SPAC are to other SPACs sponsored by affiliates of Cantor; CEPO Merger Sub are to BSTR Intermediate, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco; CEPO Subsidiary A are to PEMS Sub A, Inc., a Delaware corporation and a wholly owned subsidiary of the Company; CEPO Subsidiary B are to PEMS Sub B, Inc., a Delaware corporation and a wholly owned subsidiary of CEPO Subsidiary A; CF Co.
Following the closing of the Initial Public Offering and the Private Placement on January 8, 2025, an amount of $200,000,000 ($10.00 per share) from the net proceeds of the Initial Public Offering and the Private Placement was placed in the Trust Account maintained by Continental, acting as trustee.
1 BSTR Business Combination The below subsection describes the material provisions of the Business Combination Agreement, but does not purport to describe all the terms thereof.
Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the Business Combination Agreement.
On July 16, 2025, we entered into the Business Combination Agreement with Pubco, CEPO Merger Sub, the Seller, Newco, CEPO Subsidiary A, CEPO Subsidiary B and Newco Merger Sub.
REMOVED
The registrant s Class A ordinary shares began trading on the Nasdaq Global Market on January 7, 2025.
Accordingly, there was no market value for the registrant s ordinary shares as of the last business day of the second fiscal quarter of 2024.
As of March 28, 2025, there were 20,500,000 Class A ordinary shares, par value $0.0001 per share, and 5,000,000 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.
(as defined below); Board of Directors or Board are to the board of directors of the Company; Business Combination are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; ii Cantor are to Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of ours, the Sponsor (as defined below) and CF Co.
(as defined below); Cantor SPAC are to other SPACs sponsored by affiliates of Cantor; CF Co.
Further, our efforts to identify a prospective target business will not be limited to any characteristics, although we expect to favor potential target companies with certain characteristics which include, but are not limited to, positive long term growth prospects, competitive advantages, consolidation opportunities, recurring revenue or the potential for recurring revenue, opportunities for operational improvement and attractive margins or the potential for attractive margins.
1 Initial Public Offering On January 8, 2025, we consummated the Initial Public Offering of 20,000,000 Class A ordinary shares at a price of $10.00 per share, generating gross proceeds to the Company of $200,000,000.
Following the closing of the Initial Public Offering and the Private Placement, a total of $200,000,000, comprised of the net proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.
Investment Criteria While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we are focusing on industries that complement the background of our management team and the Sponsor and its affiliates .
We therefore are focusing on potential target companies primarily in the financial services, healthcare, real estate services, technology and software industries.
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