v3.26.1
Fair Value Measurement on a Recurring Basis
 6 Months Ended
Jun. 30, 2026
Fair Value Measurement on a Recurring Basis [Abstract]  
Fair Value Measurement on a Recurring Basis

Note 7—Fair Value Measurement on a Recurring Basis

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value.

 

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are:

 

● Level 1 measurements – unadjusted observable inputs such as quoted prices for identical instruments in active markets;

 

● Level 2 measurements – inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

● Level 3 measurements – unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:

 

June 30, 2026

 

Description   Quoted
Prices in Active
Markets
(Level 1)		     Significant
Other
Observable
Inputs
(Level 2)		     Significant
Other
Unobservable
Inputs
(Level 3)		     Total  
Assets:                        
Assets held in Trust Account – U.S. government debt securities   $ 211,232,550     $ —     $ —     $ 211,232,550  
Total   $ 211,232,550     $ —     $ —     $ 211,232,550  
Liabilities:                                
Forward sale securities liability   $ —     $ —     $ 13,807,504     $ 13,807,504  
Total   $ —     $ —     $ 13,807,504     $ 13,807,504  

 

December 31, 2025

 

Description   Quoted
Prices in Active
Markets
(Level 1)		     Significant
Other
Observable
Inputs
(Level 2)		     Significant
Other
Unobservable
Inputs
(Level 3)		     Total  
Assets:                        
Assets held in Trust Account – U.S. government debt securities   $ 207,513,472     $ —     $ —     $ 207,513,472  
Total   $ 207,513,472     $ —     $ —     $ 207,513,472  
Liabilities:                                
Forward sale securities liability   $ —     $ —     $ 13,196,864     $ 13,196,864  
Total   $ —     $ —     $ 13,196,864     $ 13,196,864  

 

As of both June 30, 2026 and December 31, 2025, Level 1 assets include an investment in a money market fund classified as cash equivalents; the fund holds U.S. government debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investment.

 

Forward Sale Securities

 

The fair value of the forward sale securities to be issued under the CEPO BTC Equity PIPE Subscription Agreements is based on the fair value of Bitcoin as of the measurement date. The excess (asset) or deficit (liability) of the fair value of the forward sale securities to be issued as of June 30, 2026 and December 31, 2025, as compared to the fair value of Bitcoin stipulated under the CEPO BTC Equity PIPE Subscription Agreements, is discounted to derive present value and then reduced to account for the probability of consummation of the BSTR Business Combination. The primary unobservable input utilized in determining the fair value of the forward sale securities is the probability of consummation of the BSTR Business Combination. As of June 30, 2026 and December 31, 2025, the probability assigned to the consummation of the BSTR Business Combination was 6.7% and 12.8%, respectively. The probability was determined based on observed success rates of business combinations for third-party special purpose acquisition companies.

 

The following table presents the change in the fair value of the forward sale securities liability for the three and six months ended June 30, 2026:

 

    Forward Sale
Securities		  
Fair value as of December 31, 2025   $ (13,196,864 )
Change in valuation inputs or other assumptions(1)     (5,706,390 )
Fair value as of March 31, 2026   $ (18,903,254 )
Change in valuation inputs or other assumptions(1)     5,095,750  
Fair value as of June 30, 2026   $ (13,807,504 )

 

(1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of forward sale securities in the unaudited condensed consolidated statements of operations.