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Item 1. Financial Statements

2025-11-12 compared with 2025-08-14 · 736 added, 499 removed, 494 unchanged (71% of the section changed)

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CONDENSED BALANCE SHEETS

Current assets

expenses, current

from related party

September 30,

Current assets

prepaid expense

held in Trust Account

Prepaid expenses, current

Due from related party

Total current assets

Long-term prepaid expense

Investments held in Trust Account

$ 305,872,062

$ 295,809,536

Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

offering costs

promissory note – related party

from related party

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

Current liabilities

underwriting fee payable

and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of approximately $ 10.46 and $ 10.25 per share as of June 30, 2025 and December 31, 2024, respectively

Shareholders’

Accrued offering costs

Accrued expenses

Convertible promissory note – related party

Advances from related party

Total current liabilities

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of approximately $ 10.57 and $ 10.25 per share as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding as of June 30, 2025 and December 31, 2024

none issued or outstanding as of September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024

none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

7,187,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024

paid-in capital

7,187,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

( 17,661,501 )

( 12,936,131 )

Shareholders’ Deficit

Total Shareholders’ Deficit

( 17,660,782 )

( 12,935,412 )

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

$ 305,872,062

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CONDENSED STATEMENTS OF OPERATIONS

September 30,

General and operating costs

1 unchanged sentence

( 2,868,287 )

( 3,913,871 )

OTHER INCOME (EXPENSE)

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Interest earned on marketable securities held in Trust Account

Total other income

NET INCOME (LOSS)

Total other income, net

NET (LOSS) INCOME

$ ( 491,393 )

Basic and diluted weighted average shares outstanding, Class A Redeemable shares

Basic and diluted net income per share

Basic and diluted weighted average shares outstanding, Class B Non-redeemable shares (1)

Basic and diluted net loss per share

(1) Excludes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5).

On August 2, 2024, the Company consummated its Initial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subject to forfeiture.

The accompanying notes are an integral part of

the unaudited condensed financial statements.

Basic and diluted net (loss) income per share, Class A Redeemable shares

Basic weighted average shares outstanding, Class B Non-redeemable shares

Basic net (loss) income per share, Class B Non-redeemable shares

Diluted weighted average shares outstanding, Class B Non-redeemable shares

Diluted net (loss)

income per share, Class B Non-redeemable shares

The accompanying notes are an integral part of the

unaudited condensed financial statements.

M3-BRIGADE ACQUISITION V CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Shareholders’

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$ ( 12,935,412 )

Accretion for Class A ordinary shares to redemption amount

for Class A ordinary shares to redemption amount

( 3,085,128 )

Balance – March 31, 2025 (unaudited)

– March 31, 2025 (unaudited)

$ ( 13,107,991 )

$ ( 13,107,272 )

Accretion for Class A ordinary shares to redemption amount

for Class A ordinary shares to redemption amount

( 3,103,744 )

Balance – June 30, 2025 (unaudited)

– June 30, 2025 (unaudited)

$ ( 14,027,442 )

$ ( 14,026,723 )

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND

for Class A ordinary shares to redemption amount

( 3,142,666 )

– September 30, 2025 (unaudited)

$ ( 17,661,501 )

$ ( 17,660,782 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE PERIOD FROM MARCH 12, 2024 (INCEPTION)

THROUGH JUNE 30, 2024

THROUGH SEPTEMBER 30, 2024

Ordinary Shares

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Shareholders’

Balance — March 12, 2024

Issuance of Class B ordinary shares to Original Sponsor (1)

Balance – March 31, 2024

Balance – June 30, 2024

(1) Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5).

Balance – March 12, 2024 (inception)

Issuance of Class B ordinary shares to Sponsor (1)

Balance – March 31, 2024 (unaudited)

Balance – June 30, 2024 (unaudited)

Accretion for Class A ordinary shares to redemption amount

( 11,524,046 )

( 14,787,959 )

( 26,312,005 )

Sale of 8,337,500 Private Placement Warrants

Fair Value of Public Warrants at issuance

Allocated value of transaction costs to Class A shares

Balance – September 30, 2024 (unaudited)

$ ( 12,827,317 )

$ ( 12,826,598 )

(1) Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5).

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CONDENSED STATEMENTS OF CASH FLOWS

For the Period from March 12, 2024 (Inception) Through

September 30,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Formation costs paid by Original Sponsor in exchange for issuance of Class B ordinary shares

1 unchanged sentence

Payment of general and administrative costs through promissory note

Payment of general and administrative costs through advance from related party

Interest earned on investments held in Trust Account

( 9,331,539 )

( 2,305,244 )

Changes in operating assets and liabilities:

Other receivable

Prepaid expenses

Long-term prepaid expense

Due from related party

1 unchanged sentence

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 288,937,500 )

Net cash used in investing activities

( 288,937,500 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placements Warrants

Payment of offering costs

Repayment of advances from related party

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Deferred offering costs paid by Original Sponsor in exchange for issuance of Class B ordinary shares

Prepaid expenses paid by related party

Deferred underwriting fee payable

The accompanying notes are an integral part of

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

M3-Brigade Acquisition V Corp.

“Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2024 .

Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or

similar business combination with one or more businesses (the “Business Combination”).

As of June 30, 2025, the Company

had not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any

substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business

Combination with the Company.

See Note 10 for a discussion of the agreement entered into by the Company after June 30, 2025 with

respect to an initial Business Combination.

As of June 30, 2025, the Company had not commenced

any operations.

All activity for the period from March 12, 2024 (inception) through June 30, 2025 relates to the Company’s

(the “Company”)

is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2024 .

The Company was incorporated for

the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with

one or more businesses (the “Business Combination”).

As of September 30, 2025, the Company had not

commenced any operations.

All activity for the period from March 12, 2024 (inception) through September 30, 2025 relates to the Company’s

formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a Business

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at

the earliest.

The Company will generate non-operating income in the form of interest income on investments from the proceeds derived

from the Initial Public Offering.

Combination, which is described below and in Note 6.

The Company will not generate any operating revenues until after the completion of

its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on investments

from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

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Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 8,337,500 warrants (the “Private Placement Warrants”) to the Original

Sponsor and Cantor Fitzgerald & Co.

at a price of $ 1.00 per warrant, or $ 8,337,500 , which is described in Note 4.

Of those 8,337,500

Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co.

3,293,750 Private Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of

$ 11.50 per share.

Certain institutional investors who are not affiliated with any member of management, the Original Sponsor or any other

investor in the Original Sponsor provided approximately 50.1 % of the capital utilized by the Original Sponsor to purchase the Private

Placement Warrants and, as a result, indirectly hold approximately 50.1 % of such warrants.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although

substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred

underwriting commissions).

Public Offering, the Company consummated the sale of 8,337,500 warrants (the “Private Placement Warrants”) to the

Original Sponsor (as defined below) and Cantor Fitzgerald & Co.

at a price of $ 1.00 per warrant, or $ 8,337,500 , which is

described in Note 4 (the “Private Placement”).

Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private Placement

Warrants and Cantor Fitzgerald & Co.

purchased 3,293,750 Private Placement Warrants.

Each whole warrant entitles the holder to

purchase one Class A ordinary share at a price of $ 11.50 per share.

Certain institutional investors who are not affiliated with

any member of management, the Original Sponsor or any other investor in the Original Sponsor provided approximately 50.1 % of the

capital utilized by the Original Sponsor to purchase the Private Placement Warrants and, as a result, indirectly hold approximately

50.1 % of such warrants.

Transaction costs relating to the Initial Public

Offering amounted to $ 19,406,996 , consisting of $ 5,000,000 of cash underwriting fees, $ 13,400,000 of deferred underwriting fees (see

additional discussion in Note 6), and $ 1,006,996 of other offering costs.

Offering amounted to $ 19,406,996 , consisting of $ 5,000,000 of cash underwriting fees, $ 13,400,000 of deferred underwriting fees (see additional

discussion in Note 6), and $ 1,006,996 of other offering costs.

The Company’s former sponsor is M3-Brigade

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LP, a Delaware limited partnership.

On May 23, 2025, the Company entered into a Securities Purchase Agreement (the “Securities

Purchase Agreement”) with the Original Sponsor and MI7 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),

pursuant to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value

On May 23, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase

Agreement”) with the Original Sponsor and MI7 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant

to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value $ 0.0001

per share, and 5,043,750 Private Placement Warrants of the Company owned by the Original Sponsor (collectively, the “Transferred

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an agreement to purchase 3,293,750 additional Private Placement Warrants of the Company from Cantor Fitzgerald & Co.

Warrants”) for an aggregate purchase price of $ 10 , which was consummated on May 27, 2025, upon which Cantor Fitzgerald &

Warrants”) for an aggregate purchase price of $ 10 , which was consummated on May 27, 2025, upon which Cantor Fitzgerald & Co.

delivered to the Sponsor an assignment of the Cantor Warrants.

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However, the Company will only complete a Business

Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance

that the Company will be able to successfully effect a Business Combination.

Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or

otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the

Company will be able to successfully effect a Business Combination.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Following the closing of the Initial Public Offering,

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under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

government treasury obligations or (ii)

an interest bearing bank demand deposit account or other accounts at a bank.

Except with respect to interest earned on the funds held

in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and

the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion

of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is

unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such

earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the

redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s

amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation

to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the

Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material

provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account

could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s

government treasury obligations or (ii) an

interest bearing bank demand deposit account or other accounts at a bank.

Except with respect to interest earned on the funds held in

the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the

sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the

Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to

complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation

date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption

of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and

restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow

redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has

not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could

become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s

public shareholders.

The Company will provide the Company’s

public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business

Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder

vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business

Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled

to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated

as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in

the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations.

initially placed in the Trust Account upon the closing of the Initial Public Offering was $ 10.05 per public share.

The Company will provide the Company’s public

shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination

either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote

by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their

shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two

business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust

Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations.

The amount initially

placed in the Trust Account upon the closing of the Initial Public Offering was $ 10.05 per public share.

The ordinary shares subject to redemption were

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Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Original Sponsor, officers and directors

have entered into a letter agreement (the “Letter Agreement”) with the Company, pursuant to which they have agreed to (i)

waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial

Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business

Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their

redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment

to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s

obligation to allow redemption in connection with its Initial Business Combination or to redeem 100 % of the Company’s public shares

if it has not consummated an Initial Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-Initial Business Combination activity;

(iii) waive their rights to liquidating distributions

from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within

the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public

shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions

from assets outside the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after

the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

The Original Sponsor, officers and directors have

entered into a letter agreement (the “Letter Agreement”) with the Company, pursuant to which they have agreed to (i) waive

their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business

Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination

if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption

rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to

allow redemption in connection with its Initial Business Combination or to redeem 100 % of the Company’s public shares if it has

not consummated an Initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating

to shareholders’ rights or pre-Initial Business Combination activity;

(iii) waive their rights to liquidating distributions from

the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion

Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold

if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets

outside the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public

Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Pursuant to the Letter Agreement, the Original

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and covenants and be entitled to all the terms and provisions therein.

Proposed Business Combination

Business Combination Agreement

On July 7, 2025, the Company, ReserveOne, Inc.,

a Delaware corporation (“ReserveOne”), ReserveOne Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ReserveOne

(“Pubco”), R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),

and R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and,

together with the SPAC Merger Sub, the “Merger Subs”), entered into a business combination agreement (the “Business

Combination Agreement”).

As a result of the transactions contemplated by

the Business Combination Agreement, the Company will be de-registered in the Cayman Islands and register by way of continuation to the

State of Delaware and domesticate as a Delaware corporation (the “Domestication”).

Following the Domestication, SPAC Merger Sub will

merge with and into the Company (the “SPAC Merger”), with the Company continuing as the surviving entity (the “SPAC

Surviving Subsidiary”), and as a result of which the Company will be a wholly-owned subsidiary of Pubco.

Promptly following the

SPAC Merger, Company Merger Sub will merge with and into ReserveOne (the “Company Merger” and, together with the SPAC Merger,

the “Mergers”), with ReserveOne continuing as the surviving company (the “Company Surviving Subsidiary”), and

as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco.

As a result of the Mergers, Pubco will become

a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance

with applicable laws.

The shares of Pubco Class A common stock, par

value $ 0.0001 per share, will be listed for trading and will be freely transferable, subject to the transfer restrictions set forth in

the sponsor support agreement entered into by the Company, Pubco and the Sponsor in connection with the Business Combination (the “Sponsor

Support Agreement”) and the lock-up agreement to be entered into by Pubco, the parent company of the Sponsor, CC MI7 SPV, LLC (the

“Sponsor Parent”) and MI7 Founders, LLC (“MI7 Holder”)(the “Lock-Up Agreement”) and any restrictions

pursuant to applicable laws.

The shares of Pubco Class B common stock, par value $ 0.0001 per share, will not be listed or freely transferable.

The Closing is expected to occur in the first

quarter of 2026, subject to the satisfaction of certain customary closing conditions.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Equity PIPE Subscription Agreement

Contemporaneously with the execution of the

Business Combination Agreement, on July 7, 2025, certain investors (the “Equity PIPE Investors”) entered into

subscription agreements (collectively, the “Equity PIPE Subscription Agreements”) with ReserveOne, Pubco, and solely

with respect to Section 8(u) thereof, the Company, pursuant to which the Equity PIPE Investors agreed to purchase up to an aggregate

of $ 500,000,000 of (a) either (i) ReserveOne Common Shares or (ii) in the event the issuance of ReserveOne Common Shares would, in

the opinion of the Company, ReserveOne or Pubco on the advice of any of their respective legal counsel, adversely affect the

treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986 (the “Code”), shares Pubco Class A

common stock (the “Equity PIPE Shares”) and (b) either (i) ReserveOne Warrants or (ii) in the event the issuance of

ReserveOne Warrants would, in the opinion of the Company, ReserveOne or Pubco and on the advice of their respective legal counsel,

adversely affect the treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Warrants

(“PIPE Warrants” and, together with the Equity PIPE Shares, the “Equity PIPE Securities”) at an aggregate

purchase price of $ 10.00 , which $ 10.00 will entitle Equity PIPE Investors to one Equity PIPE Share and one PIPE Warrant, in a

private placement (the “Equity PIPE”).

The PIPE Warrants (and the shares underlying the PIPE Warrants, the

“Warrant Shares”) will be issued pursuant to a Warrant Agreement by and among ReserveOne, Pubco and Continental Stock

Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

The Equity PIPE Investors are permitted, under

the Equity PIPE Subscription Agreements, to satisfy their commitments thereunder if they hold Company Class A ordinary shares that

qualify as Non-Redeemed Shares (as defined in the PIPE Subscription Agreement) by delivering written notice to the Company of its election to fulfill its commitment thereby, subject to certain conditions and restrictions set

forth in the Equity PIPE Subscription Agreements.

The purchase price for the Equity PIPE Securities may be paid in either cash or

Bitcoin, at the sole election of each of the Equity PIPE Investors.

The net proceeds of the Equity PIPE will be converted into Bitcoin, subject to the terms of the Business Combination Agreement (after

giving effect to any exceptions therein with respect to payment of any operating expenses and the payment of any expenses related to the

consummation of the Business Combination).

The closing of the Equity PIPE is contingent upon

the satisfaction of all closing conditions to consummate the Transactions and the Equity PIPE Investors’ consent to any amendments,

modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely

affect the economic benefits of the Equity PIPE Investors, among other customary closing conditions.

Pursuant to the Equity PIPE Subscription Agreements,

the Company and Pubco have agreed to use commercially reasonable efforts to cause the Equity PIPE Securities and Warrant Shares to be

registered on the Registration Statement.

To the extent that any Equity PIPE Securities and Warrant Shares are unable to be included on

the Registration Statement, Pubco has agreed to register and maintain the registration of the Equity PIPE Securities and Warrant Shares

by filing a resale registration statement with the SEC within 30 calendar days after the Closing (at Pubco’s sole cost and expense),

to register the resale of the Equity PIPE Securities and Warrant Shares.

Pubco has agreed to use its commercially reasonable efforts to

have such resale registration statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar

days after the Closing, which may be extended an additional 30 calendar days depending on whether the SEC issues comments on the resale

registration statement.

Each Equity PIPE Subscription Agreement will terminate

and be void and of no further force and effect, subject to certain exceptions, upon the earliest to occur of (i) such date and time as

the Business Combination Agreement is terminated in accordance with its terms;

(ii) the mutual written agreement of the respective parties

to terminate such agreement;

or (iii) July 7, 2026.

Convertible Note Subscription Agreement

Contemporaneously with the execution of the

Business Combination Agreement, on July 7, 2025, certain investors entered into subscription agreements (the “Convertible

Notes Subscription Agreements” and such investors, the “Convertible Notes Investors”) with Pubco, and, solely with

respect to Section 9(t) thereof, the Company, pursuant to which the Convertible Notes Investors have agreed to purchase up to

$ 250,000,000 in aggregate principal amount of Pubco’s 1.00 % Convertible Senior Notes (the “Convertible Notes” and

such subscriptions, including the purchase of any Option Convertible Notes (as defined below), the “Convertible Notes

PIPE,” and together with the Equity PIPE, the “PIPE Investments”), upon the terms and subject to the conditions

set forth therein.

In addition, for a period of 30 days following the execution of the Convertible Notes Subscription Agreements,

Pubco granted the Convertible Notes Investors an option to purchase additional convertible notes in an aggregate principal amount of

up to $ 50 million, on a pro rata basis based on such Convertible Notes Investor’s subscription for Initial Convertible Notes

(the “Option Convertible Notes”).

None of the Convertible Notes Investors exercised their option to purchase the Option

Convertible Notes.

The net proceeds of the Convertible Notes PIPE

will be converted into Bitcoin.

The closing of the Convertible Notes PIPE is

contingent upon the satisfaction of all closing conditions to consummate the Transactions and the Convertible Notes Investors’

consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that would reasonably be

expected to materially and adversely affect the economic benefits of the Convertible Notes Investors, among other customary closing

Pursuant to the Convertible Notes Subscription Agreements, Pubco has agreed to register and maintain the registration of the Pubco Class

A Common Shares issuable upon conversion of the Convertible Notes by filing a resale registration statement with the SEC within 30 calendar

days after the Closing (at Pubco’s sole cost and expense), to register the resale of the Pubco Class A Common Shares.

agreed to use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable

after the filing thereof, but no later than 60 calendar days after the Closing, which may be extended an additional 30 calendar days depending

on whether the SEC issues comments on the resale registration statement.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Amended and Restated Registration Rights Agreement

Concurrently with the consummation of the transactions

contemplated by the Business Combination Agreement, the Company, Pubco, the Sponsor, the Sponsor Parent and the MI7 Holder will enter

into a registration rights agreement that will amend and restate the current registration rights agreement entered into at the time of

the Company’s initial public offering between the Company and the Original Sponsor (the “Amended and Restated Registration

Rights Agreement”), pursuant to which Pubco will (i) assume the registration obligations of the Company under such registration

rights agreement and (ii) provide registration rights with respect to the resale of the Registrable Securities (as defined the Amended

and Restated Registration Rights Agreement) held by the Sponsor, the Sponsor Parent and the MI7 Holder.

Liquidity and Capital Resources

As of June 30, 2025, the Company had

As of September 30, 2025, the Company had $ 1,683,134

in cash and a working capital deficit of $ 4,264,621 .

In connection with the Company’s assessment of going concern

considerations in accordance with ASC 205-40, “Going Concern,” management has determined that the Company’s

liquidity concerns and mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going

In connection with the Company’s assessment of going concern considerations

in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the

Company’s liquidity concerns and mandatory liquidation date raise substantial doubt about the Company’s ability to continue

as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after the Combination Period.

The Company cannot assure that its plans to consummate an Initial Business Combination will be

The Company cannot assure that its plans to consummate an Initial Business Combination will be successful.

On June 16, 2025, the Company issued a promissory

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(the “Maturity Date”).

A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which

case the Note may be accelerated.

If the Company does not consummate an initial business combination, the Note will be repaid solely

to the extent the Company has funds available outside its trust account established in connection with the Company’s initial public

On June 18, 2025, the Company borrowed $ 500,000 under the Note.

A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case

the Note may be accelerated.

If the Company does not consummate an initial business combination, the Note will be repaid solely to the

extent the Company has funds available outside its trust account established in connection with the Company’s initial public offering.

On June 18, 2025 and September 19, 2025, the Company borrowed $ 500,000 and $ 1,500,000 , respectively, under the Note.

On July 16, 2025, the Company and the Sponsor

entered into the First Amendment to the Note (the “Note Amendment”), solely to correct a scrivener’s error regarding

the Sponsor’s option to convert up to $ 1,500,000 of the outstanding unpaid principal balance under the Note into Private Placement

Warrants at a purchase price of $ 1.50 per Private Placement Warrant.

Pursuant to the Note Amendment, the purchase price per Private Placement

Warrant was corrected to reflect a purchase price of $ 1.00 per Private Placement Warrant upon conversion under the Note.

All other terms

of the Note remain unchanged.

The Company may need to raise additional

funds, other than any potential borrowings under the Note, in order to meet the expenditures required for operating its business.

funds, other than any potential borrowings under the Note, in order to fund the expenditures required for operating its business.

However, if the estimate of the costs of completing the transactions contemplated by the agreement with respect to an initial

Business Combination discussed in Note 10 are less than the actual amount necessary to do so, the Company may have insufficient

funds available to operate its business prior to the completion of a Business Combination.

Business Combination discussed in Note 6 are less than the actual amount necessary to do so, the Company may have insufficient funds

available to operate its business prior to the completion of a Business Combination.

SIGNIFICANT ACCOUNTING POLICIES

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statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2025.

The interim results for the three and six months ended June 30, 2025 and for the period from March 12, 2024 (inception) through June

30, 2024, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

The interim results for the three and nine months ended September 30, 2025, the three months ended September 30, 2024 and for the period

from March 12, 2024 (inception) through September 30, 2024, are not necessarily indicative of the results to be expected for the year

ending December 31, 2025 or for any future periods.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Emerging Growth Company

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The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Use of Estimates

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change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from

those estimates.

Accordingly, the actual results could differ significantly from those

Cash and Cash Equivalents

The Company considers all short-term

investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 799,996 and $ 821,188

in cash as of June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of June 30, 2025 and December

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,683,134 and $ 821,188 in cash

as of September 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of September 30, 2025 and December

Investments Held in Trust Account

At June 30, 2025 and December 31, 2024, the assets

held in the Trust Account, amounting to $ 300,806,115 and $ 294,617,243 , respectively, were held in mutual funds composed of U.S.

Investments in mutual funds are presented on the condensed balance sheets at fair value at the end of each reporting period.

At September 30, 2025 and December 31, 2024, the

assets held in the Trust Account, amounting to $ 303,948,781 and $ 294,617,243 , respectively, were held in mutual funds composed of U.S.

treasury securities.

Investments in mutual funds are presented on the condensed balance sheets at fair value at the end of each reporting

The estimated fair values of investments held in the Trust Account are determined using available market information.

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of professional and registration fees that were related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion

and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

FASB ASC 470-20, “Debt with Conversion and

Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants,

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Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Convertible Promissory Note – Related

The Company accounts for the promissory note (the

“Note”) issued on June 16, 2025 to Sponsor under ASC Topic 470 and is measured at amortized cost.

“Note”) issued on June 16, 2025 to the Sponsor under ASC Topic 470 and is measured at amortized cost.

The embedded conversion

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rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely

than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is

the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for

interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

The Company’s management does not expect that the total amount of unrecognized tax benefits

will materially change over the next twelve months.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change

over the next twelve months.

The Company is considered to be an exempted Cayman

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Share-Based Compensation

The Company records share-based compensation

in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for

its share-based compensation.

The Company records share-based compensation in

accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its

share-based compensation.

It defines a fair value-based method of accounting for an employee share option or similar equity instrument.

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excluding restricted shares, are valued using a Monte Carlo simulation.

Grants of share-based payment awards issued to non-employees

for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

Grants of share-based payment awards issued to non-employees for

services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

Warrant Instruments

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Class A Shares Subject to Possible Redemption

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shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, at June

Accordingly, at September

30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

At June 30, 2025 and December 31, 2024, the Class

A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

At September 30, 2025 and December 31, 2024, the

Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

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Class A ordinary shares subject to possible redemption, March 31, 2025

$ 297,702,371

Accretion for Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption, June 30, 2025

Accretion for Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption, September 30, 2025

$ 303,948,781

Net Income (Loss) per Ordinary Share

Net (Loss) Income per Ordinary Share

The Company complies with accounting and disclosure

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Class A ordinary shares and Class B ordinary shares, and the Company’s income and losses are shared pro rata between the two classes

of shares for the three and six months ended June 30, 2025.

For the period from March 12, 2024 (inception) through June 30, 2024, the

Company had one class of share outstanding – Class B ordinary shares.

Net income per ordinary share is calculated by dividing the

net income by the weighted average shares of ordinary shares outstanding for the respective period.

of shares for the three and nine months ended September 30, 2025.

For the period from March 12, 2024 (inception) through September 30,

2024, the Company had one class of share outstanding – Class B ordinary shares.

Net (loss) income per ordinary share is calculated

by dividing the net (loss) income by the weighted average shares of ordinary shares outstanding for the respective period.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The calculation of diluted net income per ordinary

share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment

option) and the Private Placement to purchase an aggregate of 22,712,500 Class A ordinary shares because their exercise is contingent

upon future events.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption

value approximates fair value.

SEPTEMBER 30, 2025

The calculation of diluted net (loss) income

per ordinary share does not consider the effect of the warrants to purchase an aggregate of 22,712,500 Class A ordinary shares

issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement because their exercise is contingent upon future events.

associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair

The following tables present a reconciliation

of the numerator and denominator used to compute basic and diluted net income per ordinary share for each period presented:

of the numerator and denominator used to compute basic and diluted net (loss) income per ordinary share for each period presented:

For the Three Months Ended

June 30, 2025

September 30, 2025

For the Three Months Ended

June 30, 2024

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss), as adjusted

September 30, 2024

Basic and diluted net (loss) income per ordinary share

Allocation of net (loss) income, as adjusted

$ ( 393,114 )

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

For the Six Months Ended

June 30, 2025

Basic and diluted net (loss) income per ordinary share

For the Nine Months Ended

September 30, 2025

For the Period from

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March 31, 2024

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss), as adjusted

Basic and diluted net income per ordinary share

Allocation of net income, as adjusted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

Basic and diluted net income per ordinary share

Concentration of Credit Risk

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting

Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided

to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 at its inception.

Management does not believe that any other recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited

condensed financial statements.

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed

financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on August

2, 2024 the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their overallotment option in the

amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share (the “public

shares”), and one-half of one redeemable warrant (the “Public Warrants” and, together with the Private Placement Warrants,

the “warrants”).

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share,

subject to adjustment.

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will

expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

As of June 30, 2025 and December 31, 2024, there

were 22,712,500 warrants outstanding, including 14,375,000 warrants sold as part of the Units in the Initial Public Offering and 8,337,500

2, 2024 the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their overallotment option in the amount

of 3,750,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share (the “public shares”),

and one-half of one redeemable warrant (the “Public Warrants” and, together with the Private Placement Warrants, the “warrants”).

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the

completion of the initial Business Combination, or earlier upon redemption or liquidation.

As of September 30, 2025 and December 31, 2024,

there were 22,712,500 warrants outstanding, including 14,375,000 warrants sold as part of the Units in the Initial Public Offering and

8,337,500 Private Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share,

subject to adjustment as discussed herein.

The warrants cannot be exercised until 30 days after the completion of the initial Business

Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or

earlier upon redemption or liquidation.

The Company will not be obligated to deliver

any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless

a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective

and a prospectus relating thereto is current.

No warrant will be exercisable and the Company will not be obligated to issue a Class A

ordinary share upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered,

qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such

warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company

be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the

purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary shares

underlying such unit.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50

per share, subject to adjustment as discussed herein.

The warrants cannot be exercised until 30 days after the completion of the initial

Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination

or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any

Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration

statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus

relating thereto is current.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon

exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed

to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

In the event that the conditions

in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled

to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company be required to net cash

settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing

such warrant will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit.

Under the terms of the warrant agreement, the

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of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is

not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such

time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective

registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act

or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed

on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of

the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be

required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use

its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not

effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time

as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities

exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company

may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance

with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain

in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts

to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

If the holders exercise their Public Warrants

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The Company may redeem the outstanding warrants:

whole and not in part;

a price of $ 0.01 per warrant;

a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”);

and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ 18.00

per share for any 20 trading days within a 30 -trading day period commencing at least 150 days after completion of the

initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption

to the warrant holders.

● in whole and

● at a price of

$ 0.01 per warrant;

● upon a minimum

of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”);

● if, and only

if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ 18.00 per share

for any 20 trading days within a 30 -trading day period commencing at least 150 days after completion of the initial Business

Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the

warrant holders.

Additionally, if the number of outstanding Class

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offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price

less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of

(i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in

such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per

class A ordinary share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for

securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares,

there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or

conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10)

trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange

or in the applicable market, regular way, without the right to receive such rights.

less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i)

the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such

rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per class

A ordinary share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities

convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will

be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion

and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading

day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or

in the applicable market, regular way, without the right to receive such rights.

PRIVATE PLACEMENT

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per warrant, or $ 8,337,500 in the aggregate.

Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750

Private Placement Warrants and Cantor Fitzgerald & Co.

Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private

Placement Warrants and Cantor Fitzgerald & Co.

purchased 3,293,750 Private Placement Warrants.

Certain institutional investors

who are not affiliated with any member of management (the “non-managing sponsor investors”), the Original Sponsor or any

other investor in the Original Sponsor provided approximately 50.1 % of the capital utilized by the Original Sponsor to purchase the Private

Certain institutional investors who

are not affiliated with any member of management (the “non-managing sponsor investors”), the Original Sponsor or any other

investor in the Original Sponsor provided approximately 50.1 % of the capital utilized by the Original Sponsor to purchase the Private

Placement Warrants and, as a result, indirectly hold approximately 50.1 % of such warrants.

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holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

The Private Placement Warrants are identical

to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Original Sponsor, Cantor Fitzgerald

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable

upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders

The Private Placement Warrants are identical to

the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Original Sponsor, Cantor Fitzgerald

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon

exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders

until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect

to Private Placement Warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years

from the date of the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

On May 23, 2025, the Company entered into the Securities Purchase Agreement

with the Original Sponsor and the Sponsor, pursuant to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase,

7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants of the Company owned by the Original

Sponsor for an aggregate purchase price of $ 6,467,500 .

The transactions contemplated by the Securities Purchase Agreement were consummated

on May 27, 2025.

At the Closing, the Original Sponsor delivered to the Sponsor an assignment of the Transferred Sponsor SPAC Securities

against payment of the Closing Cash Purchase Price.

Also on May 27, 2025, the Sponsor entered into an agreement to purchase 3,293,750

additional Private Placement Warrants of the Company from Cantor Fitzgerald & Co.

for an aggregate purchase price of $ 10 , which was

consummated on May 27, 2025, upon which Cantor Fitzgerald & Co.

delivered to the Sponsor an assignment of the Cantor Warrants.

and/or its designees, will not be exercisable more than five years from

the date of the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

On May 23, 2025, the Company entered into the

Securities Purchase Agreement with the Original Sponsor and the Sponsor, pursuant to which the Original Sponsor agreed to sell, and the

Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants of

the Company owned by the Original Sponsor for an aggregate purchase price of $ 6,467,500 .

The transactions contemplated by the Securities

Purchase Agreement were consummated on May 27, 2025.

At the Closing, the Original Sponsor delivered to the Sponsor an assignment of the

Transferred Sponsor SPAC Securities against payment of the Closing Cash Purchase Price.

Also on May 27, 2025, the Sponsor entered into

an agreement to purchase 3,293,750 additional Private Placement Warrants of the Company from Cantor Fitzgerald & Co.

for an aggregate

purchase price of $ 10 , which was consummated on May 27, 2025, upon which Cantor Fitzgerald & Co.

delivered to the Sponsor an assignment

of the Cantor Warrants.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The Original Sponsor, officers and directors

have entered into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with

respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier

redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines

it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to

their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and

restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption

in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial

Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with

respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although

they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company

fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside

the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering

(including in open market and privately negotiated transactions) in favor of the initial Business Combination.

Pursuant to the Securities Purchase Agreement, on May 27, 2025, the

Company entered into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and the Company’s directors and

executive officers, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of Original Sponsor’s

rights, title and interests under the Letter Agreement, and the Sponsor agreed to be bound by all terms, conditions, and covenants and

be entitled to all the terms and provisions therein.

The Company also entered into an Assignment and Assumption Agreement with the Sponsor

and the Original Sponsor, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of Original Sponsor’s

rights, title and interests under the Registration Rights Agreement, dated as of July 31, 2024, by and among the Company, Original Sponsor

and Cantor Fitzgerald & Co., pursuant to which the Sponsor agreed to be bound by all terms, conditions, and covenants and be entitled

to all the terms and provisions therein.

SEPTEMBER 30, 2025

The Original Sponsor, officers and directors have

entered into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect

to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption

in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable

to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares

and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum

and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection

with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination

within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder

shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial

Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote

any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market

and privately negotiated transactions) in favor of the initial Business Combination.

Pursuant to the Securities Purchase Agreement,

on May 27, 2025, the Company entered into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and the Company’s

directors and executive officers, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of Original

Sponsor’s rights, title and interests under the Letter Agreement, and the Sponsor agreed to be bound by all terms, conditions, and

covenants and be entitled to all the terms and provisions therein.

The Company also entered into an Assignment and Assumption Agreement

with the Sponsor and the Original Sponsor, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all

of Original Sponsor’s rights, title and interests under the Registration Rights Agreement, dated as of July 31, 2024, by and among

the Company, Original Sponsor and Cantor Fitzgerald & Co., pursuant to which the Sponsor agreed to be bound by all terms, conditions,

and covenants and be entitled to all the terms and provisions therein.

RELATED PARTY TRANSACTIONS

Founder Shares

On March 15, 2024, the Original Sponsor made

a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the

Company issued 7,187,500 founders shares to the Original Sponsor.

As the underwriters’ over-allotment was exercised in full as

part of the Initial Public Offering, none of the founder shares are subject to forfeiture.

On March 15, 2024, the Original Sponsor made a

capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company

issued 7,187,500 founders shares to the Original Sponsor.

As the underwriters’ over-allotment was exercised in full as part of the

Initial Public Offering, none of the founder shares are subject to forfeiture.

The Company’s initial shareholders have

1 unchanged sentence

the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes

a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the

Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted

transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to

any founder shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares

equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, share consolidations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial

Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s

shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from

a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s

shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted transferees

will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder

shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds

$ 12.00 per share (as adjusted for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination

or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders

having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

On May 23, 2025, the Company entered into the

Securities Purchase Agreement with the Original Sponsor and the Sponsor, pursuant to which the Original Sponsor agreed to sell, and the

Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants

of the Company owned by the Original Sponsor for an aggregate purchase price of $ 6,467,500 .

Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants of

the Company owned by the Original Sponsor for an aggregate purchase price of $ 6,467,500 .

The transactions contemplated by the Agreement

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Convertible Promissory Note — Related Party

18 unchanged sentences

public offering.

On June 18, 2025, the Company borrowed $ 500,000 under the Note.

The proceeds of the Note will be used to provide the

Company with general working capital.

As of June 30, 2025 and December 31, 2024, there were $ 500,000 and $0 , respectively, outstanding

under the Note.

The Company accounts for the Note in accordance with ASC 470 and has

determined that the embedded derivative within the Note does not require bifurcation.

The Note was issued in a related-party transaction

that was not conducted at arm’s length.

Accordingly, the Note is measured at the amount of cash proceeds received from the holder.

On June 18, 2025 and September 19, 2025, the Company borrowed $ 500,000 and $ 1,500,000 , respectively, under the Note.

The proceeds of the Note will be used to provide the Company with general working capital.

As of September 30, 2025 and December 31, 2024,

there were $ 2,000,000 and $ 0 , respectively, outstanding under the Note.

The Company accounts for the Note in accordance

with ASC 470 and has determined that the embedded derivative within the Note does not require bifurcation.

The Note was issued in a related-party

transaction that was not conducted at arm’s length.

Accordingly, the Note is measured at the amount of cash proceeds received from

Related Party Loans

In order to finance transaction costs in connection with a Business

Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated

to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes a Business Combination,

the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use a portion

of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would

be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans, which would include any potential borrowings under the Note, may be convertible into private placement warrants

of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to

the Private Placement Warrants.

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes

a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the

Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from

the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans, which would include

any potential borrowings under the Note, may be convertible into private placement warrants of the post Business Combination entity at

a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

Advance from Related Party

2 unchanged sentences

Subsequently, the Original Sponsor advanced an additional $ 98,212

and $ 51,898 to the Company as of December 31, 2024 and during the three months ended June 30, 2025, respectively.

On April 4, 2025, the

Company repaid the Original Sponsor $ 378,757 of these outstanding advances.

As of June 30, 2025 and December 31, 2024, the Company had

$0 and $ 378,757 in advances from related party, respectively.

and $ 76,338 to the Company as of December 31, 2024 and during the nine months ended September 30, 2025, respectively.

On April 4, 2025

and May 23, 2025, the Company repaid the Original Sponsor $ 378,757 and $ 51,898 , respectively, of these outstanding advances.

As of September 30, 2025 and December 31, 2024,

the Company had $ 24,440 and $ 378,757 in advances from related party, respectively.

Independent Directors Compensation

On June 26, 2025, the Company adopted a Non-Employee Director Compensation

Plan to attract and retain highly qualified individuals to serve as non-employee directors.

Effective October 1, 2025, the Company will

compensate its independent directors through cash payments for their service on the Board of Directors.

For the three and six months ended

June 30, 2025, and 2024, the Company recognized approximately $ 46,000 and $ 0 , respectively, in director compensation expense within its

unaudited condensed statements of operations.

The related accrued compensation, included in accrued expenses on the condensed balance

sheets, was approximately $ 46,000 and $ 0 as of June 30, 2025, and December 31, 2024, respectively.

On June 26, 2025, the Company adopted a Non-Employee

Director Compensation Plan to attract and retain highly qualified individuals to serve as non-employee directors.

Effective October 1,

2025, the Company began compensating its independent directors through cash payments for their service on the Board of Directors.

the three months ended September 30, 2025, and 2024, the Company recognized $ 765,773 and $ 0 , respectively, in director compensation expense

within its unaudited condensed statements of operations.

For the nine months ended September 30, 2025, and 2024, the Company recognized

$ 811,500 and $ 0 , respectively, in director compensation expense within its unaudited condensed statements of operations.

The related accrued

compensation, included in accrued expenses on the condensed balance sheets, was $ 811,500 and $ 0 as of September 30, 2025, and December

31, 2024, respectively.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such

In addition, the holders have certain “piggyback” registration rights with respect to registration statements

filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent

to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any

such registration statements.

Equity PIPE Subscription Agreement

Contemporaneously with the execution of the Business

Combination Agreement, on July 7, 2025, certain investors (the “Equity PIPE Investors”) entered into subscription agreements

(collectively, the “Equity PIPE Subscription Agreements”) with ReserveOne, Pubco, and solely with respect to Section 8(u)

thereof, the Company, pursuant to which the Equity PIPE Investors agreed to purchase up to an aggregate of $ 500,000,000 of (a) either

(i) ReserveOne Common Shares or (ii) in the event the issuance of ReserveOne Common Shares would, in the opinion of the Company, ReserveOne

or Pubco on the advice of any of their respective legal counsel, adversely affect the treatment of the Transactions under Section 351

of the Internal Revenue Code of 1986 (the “Code”), shares Pubco Class A common stock (the “Equity PIPE Shares”)

and (b) either (i) ReserveOne Warrants or (ii) in the event the issuance of ReserveOne Warrants would, in the opinion of the Company,

ReserveOne or Pubco and on the advice of their respective legal counsel, adversely affect the treatment of the Transactions under Section

351 of the Internal Revenue Code of 1986, Pubco Warrants (“PIPE Warrants” and, together with the Equity PIPE Shares, the “Equity

PIPE Securities”) at an aggregate purchase price of $ 10.00 , which $ 10.00 will entitle Equity PIPE Investors to one Equity PIPE Share

and one PIPE Warrant, in a private placement (the “Equity PIPE”).

The PIPE Warrants (and the shares underlying the PIPE Warrants,

the “Warrant Shares”) will be issued pursuant to a Warrant Agreement by and among ReserveOne, Pubco and Continental Stock

Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

The Equity PIPE Investors are permitted, under the

Equity PIPE Subscription Agreements, to satisfy their commitments thereunder if they hold Company Class A ordinary shares that qualify

as Non-Redeemed Shares (as defined in the PIPE Subscription Agreement), subject to certain conditions and restrictions set forth in the

Equity PIPE Subscription Agreements.

The purchase price for the Equity PIPE Securities may be paid in either cash or Bitcoin, at the sole

election of each of the Equity PIPE Investors.

The closing of the Equity PIPE is contingent upon

the satisfaction of all closing conditions to consummate the Transactions and the Equity PIPE Investors’ consent to any amendments,

modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely

affect the economic benefits of the Equity PIPE Investors, among other customary closing conditions.

Pursuant to the Equity PIPE Subscription Agreements,

the Company and Pubco have agreed to use commercially reasonable efforts to cause the Equity PIPE Securities and Warrant Shares to be

registered on the Registration Statement.

To the extent that any Equity PIPE Securities and Warrant Shares are unable to be included on

the Registration Statement, Pubco has agreed to register and maintain the registration of the Equity PIPE Securities and Warrant Shares

by filing a resale registration statement with the SEC within 30 calendar days after the Closing (at Pubco’s sole cost and expense),

to register the resale of the Equity PIPE Securities and Warrant Shares.

Pubco has agreed to use its commercially reasonable efforts to

have such resale registration statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar

days after the Closing, which may be extended an additional 30 calendar days depending on whether the SEC issues comments on the resale

registration statement.

Each Equity PIPE Subscription Agreement will terminate

and be void and of no further force and effect, subject to certain exceptions, upon the earliest to occur of (i) such date and time as

the Business Combination Agreement is terminated in accordance with its terms;

(ii) the mutual written agreement of the respective parties

to terminate such agreement;

or (iii) July 7, 2026.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

Convertible Note Subscription Agreement

Contemporaneously with the execution of the Business

Combination Agreement, on July 7, 2025, certain investors entered into subscription agreements (the “Convertible Notes Subscription

Agreements” and such investors, the “Convertible Notes Investors”) with Pubco, and, solely with respect to Section 9(t)

thereof, the Company, pursuant to which the Convertible Notes Investors have agreed to purchase up to $ 250,000,000 in aggregate principal

amount of Pubco’s 1.00 % Convertible Senior Notes (the “Initial Convertible Notes” and such subscriptions, including

the purchase of any Option Convertible Notes (as defined below), the “Convertible Notes PIPE,” and together with the Equity

PIPE, the “PIPE Investments”), upon the terms and subject to the conditions set forth therein.

In addition, for a period of

30 days following the execution of the Convertible Notes Subscription Agreements, Pubco has granted the Convertible Notes Investors an

option to purchase additional convertible notes in an aggregate principal amount of up to $ 50 million, on a pro rata basis based on such

Convertible Notes Investor’s subscription for Initial Convertible Notes (the “Option Convertible Notes” and, together

with the Initial Convertible Notes, the “Convertible Notes”).

The net proceeds of the Convertible Notes PIPE

will be converted into Bitcoin.

The closing of the Convertible Notes PIPE is contingent

upon the satisfaction of all closing conditions to consummate the Transactions and the Convertible Notes Investors’ consent to any

amendments, modifications or waivers to the terms of the Business Combination Agreement that are material and adverse economically to

the Convertible Notes Investors, among other customary closing conditions.

Pursuant to the Convertible Notes Subscription Agreements, Pubco has agreed to register and maintain the registration of the Pubco Class

A Common Shares issuable upon conversion of the Convertible Notes by filing a resale registration statement with the SEC within 30 calendar

days after the Closing (at Pubco’s sole cost and expense), to register the resale of the Pubco Class A Common Shares.

agreed to use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable

after the filing thereof, but no later than 60 calendar days after the Closing, which may be extended an additional 30 calendar days depending

on whether the SEC issues comments on the resale registration statement.

Amended and Restated Registration Rights

Concurrently with the consummation of the transactions

contemplated by the Business Combination Agreement, the Company, Pubco, the Sponsor, the Sponsor Parent and the MI7 Holder will enter

into a registration rights agreement that will amend and restate the current registration rights agreement entered into at the time of

the Company’s initial public offering between the Company and the Original Sponsor (the “Amended and Restated Registration

Rights Agreement”), pursuant to which Pubco will (i) assume the registration obligations of the Company under such registration

rights agreement and (ii) provide registration rights with respect to the resale of the Registrable Securities (as defined the Amended

and Restated Registration Rights Agreement) held by the Sponsor, the Sponsor Parent and the MI7 Holder.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Underwriters’ Agreement

2 unchanged sentences

2024, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $ 10.00

$ 10.00 per Unit.

The underwriters were entitled to a cash underwriting

2 unchanged sentences

Additionally,

the underwriters are entitled to a deferred underwriting discount of 4.40 % of the gross proceeds of the Initial Public Offering held

in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.40 % of the gross proceeds

sold pursuant to the underwriters’ over-allotment option, or $ 13,400,000 in the aggregate, payable upon the completion of the Company’s

the underwriters are entitled to a deferred underwriting discount of 4.40 % of the gross proceeds of the Initial Public Offering held in

the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.40 % of the gross proceeds sold

pursuant to the underwriters’ over-allotment option, or $ 13,400,000 in the aggregate, payable upon the completion of the Company’s

initial Business Combination subject to the terms of the underwriting agreement.

4 unchanged sentences

Although the length and impact of these circumstances

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, import costs,

credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any

new sanctions or economic policies could adversely affect the global economy and financial markets and lead to instability and lack of

liquidity in capital markets.

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, import costs, credit

and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any new sanctions

or economic policies could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in

capital markets.

Any of the above-mentioned factors, or any other

2 unchanged sentences

with which the Company may ultimately consummate an initial Business Combination.

Business Combination Agreement

On July 7, 2025, the Company, ReserveOne, Pubco,

the Merger Subs, entered into the Business Combination Agreement.

As a result of the transactions contemplated by

the Business Combination Agreement, the Company will be de-registered in the Cayman Islands and register by way of continuation to the

State of Delaware and domesticate as a Delaware corporation.

Following the Domestication, SPAC Merger Sub will

merge with and into the Company , with the Company continuing as the surviving entity, and as a result of which the Company will be a

wholly-owned subsidiary of Pubco.

Promptly following the SPAC Merger, Company Merger Sub will merge with and into ReserveOne, with ReserveOne

continuing as the surviving company, and as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco.

As a result of the Mergers, Pubco will become

a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance

with applicable laws.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The shares of Pubco Class A common stock, par

value $ 0.0001 per share, will be listed for trading and will be freely transferable, subject to the transfer restrictions set forth in

the Sponsor Support Agreement and the Lock-Up Agreement and any restrictions pursuant to applicable laws.

The shares of Pubco Class B

common stock, par value $ 0.0001 per share, will not be listed or freely transferable.

The Closing is expected to occur in the first

quarter of 2026, subject to the satisfaction of certain customary closing conditions.

On July 16, 2025, the Company and the Sponsor

entered into the Note Amendment, solely to correct a scrivener’s error regarding the Sponsor’s option to convert up to $ 1,500,000

of the outstanding unpaid principal balance under the Note into Private Placement Warrants at a purchase price of $ 1.50 per Private Placement

Pursuant to the Note Amendment, the purchase price per Private Placement Warrant was corrected to reflect a purchase price of

$ 1.00 per Private Placement Warrant upon conversion under the Note.

All other terms of the Note remain unchanged.

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

Company is authorized to issue a total of 1,000,000 preferred shares at par value of $ 0.0001 each.

At June 30, 2025 and December 31,

At September 30, 2025 and December

31, 2024, there were no preferred shares issued or outstanding.

1 unchanged sentence

Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At June 30, 2025 and

December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 28,750,000 Class A ordinary shares subject

to possible redemption.

At September 30, 2025

and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 28,750,000 Class A ordinary shares

subject to possible redemption.

Class B Ordinary Shares — The

Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

As of June 30, 2025 and

December 31, 2024, there were 7,187,500 Class B ordinary shares issued and outstanding.

As of September 30, 2025

and December 31, 2024, there were 7,187,500 Class B ordinary shares issued and outstanding.

The founder shares included an aggregate

1 unchanged sentence

2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

the 937,500 founder shares were no longer subject to forfeiture.

937,500 founder shares were no longer subject to forfeiture.

The founder shares will automatically convert

4 unchanged sentences

shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A

ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20 % of the total number of Class A

ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),

ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20 % of the total number of Class A ordinary

shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),

including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked

securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business

Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A

ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued

to the Sponsor, officers or directors upon conversion of the Working Capital Loans;

provided that such conversion of founder shares will

never occur on a less than one-for-one basis.

Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary

shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor,

officers or directors upon conversion of the Working Capital Loans;

provided that such conversion of founder shares will never occur on

a less than one-for-one basis.

Notwithstanding the foregoing, pursuant to the

terms of the Business Combination Agreement, upon the consummation of the proposed Business Combination, the founder shares will convert,

on a one-for-one basis, into one share of Class A-2 common stock of ReserveOne, par value $ 0.0001 per share (the “ ReserveOne

Class A-2 Common Shares ”) and then each issued and outstanding ReserveOne Class A-2 Common Share will be automatically canceled

and extinguished and converted into and thereafter represent the right to receive one share of Pubco Class B common stock, par value

$ 0.0001 per share (the “ Pubco Class B Common Shares ”), following which, all Company Class A-2 Common Shares will cease

to be outstanding and will automatically be canceled and will cease to exist.

Following the consummation of the transactions contemplated

by the Business Combination Agreement, each Pubco Class B Common Share will be entitled to ten votes per share on each matter submitted

for a vote of Pubco’s shareholders.

In addition, upon consummation of the proposed Business Combination and in lieu of the anti-dilution

provisions described in the prior paragraph, the Sponsor will receive an additional 5.5 million Pubco Class B Common Shares, of which

5 million shares are subject to forfeiture pursuant to the terms of the Business Combination Agreement.

Holders of record of the Company’s Class A

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

FAIR VALUE MEASUREMENTS

6 unchanged sentences

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

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, 2025 and December 31,

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December

31, 2024 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

were no transfers between levels of fair value hierarchy during the periods ended December 31, 2024 and June 30, 2025.

June 30, 2025

Investments held in Trust Account - U.S.

Treasury Securities

were no transfers between levels of fair value hierarchy during the periods ended September 30, 2025 and December 31, 2024.

September 30, 2025

Investments held in Trust Account – mutual funds

$ 303,948,781

December 31, 2024

Investments held in Trust Account - U.S.

Treasury Securities

Investments held in Trust Account – mutual funds

$ 294,617,243

1 unchanged sentence

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and

assess performance.

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information

is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or

The measure of segment assets is reported on the balance sheet as total assets

and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or

The measure of segment assets is reported on the balance sheets as total assets

When evaluating the Company’s performance

and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

For the Period from March 12, 2024 (Inception) Through

General and administrative costs

Interest earned on investments held in Trust Account

September 30,

2024 (Inception) Through

September 30,

General and operating costs

Interest earned on marketable securities held in Trust Account

September 30,

Investments held in Trust Account

8 unchanged sentences

are aligned with all agreements and budget.

General and administrative costs, as reported on the statement of operations, are the significant

General and administrative costs, as reported on the statements of operations, are the significant

segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement

All other segment items included in net income or loss are reported on the statements

of operations and described within their respective disclosures.

4 unchanged sentences

that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

On July 7, 2025, the Company, ReserveOne, Inc.,

a Delaware corporation (“ReserveOne”), ReserveOne Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ReserveOne

(“Pubco”), R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),

and R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and,

together with the SPAC Merger Sub, the “Merger Subs”), entered into a business combination agreement (the “Business

Combination Agreement”).

As a result of the transactions contemplated

by the Business Combination Agreement, the Company will be de-registered in the Cayman Islands and register by way of continuation to

the State of Delaware and domesticate as a Delaware corporation (the “Domestication”).

Following the Domestication, SPAC Merger Sub

will merge with and into the Company (the “SPAC Merger”), with the Company continuing as the surviving entity (the “SPAC

Surviving Subsidiary”), and as a result of which the Company will be a wholly-owned subsidiary of Pubco.

Promptly following the

SPAC Merger, Company Merger Sub will merge with and into ReserveOne (the “Company Merger” and, together with the SPAC Merger,

the “Mergers”), with ReserveOne continuing as the surviving company (the “Company Surviving Subsidiary”), and

as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco.

As a result of the Mergers, Pubco will become

a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance

with applicable laws.

The shares of Pubco Class A common stock, par

value $ 0.0001 per share, will be listed for trading and will be freely transferable, subject to the transfer restrictions set forth in

the Sponsor Support Agreement and the Lock-Up Agreement and any restrictions pursuant to applicable laws.

The shares of Pubco Class B

common stock, par value $ 0.0001 per share, will not be listed or freely transferable.

The Closing is expected to occur in the fourth

quarter of 2025, subject to the satisfaction of certain customary closing conditions.

On July 16, 2025, the Company and the Sponsor

entered into the First Amendment to the Note (the “Note Amendment”), solely to correct a scrivener’s error regarding

the Sponsor’s option to convert up to $ 1,500,000 of the outstanding unpaid principal balance under the Note into Private Placement

Warrants at a purchase price of $ 1.50 per Private Placement Warrant.

Pursuant to the Note Amendment, the purchase price per Private Placement

Warrant was corrected to reflect a purchase price of $ 1.00 per Private Placement Warrant upon conversion under the Note.

All other terms

of the Note remain unchanged.

upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited

condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements