What changed in this filing

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Item 1. Business

2026-03-12 compared with 2025-03-28 · 771 added, 496 removed, 30 unchanged (98% of the section changed)

are a blank check company incorporated on March 12, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger,

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

neither engaged in any operations nor generated any revenue to date.

We were formed as an independent company by executives

of M3 Partners, LP (“ M3 Partners ”) and Brigade Capital Management, LP (“ Brigade ”).

M3 Partners is

a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories.

is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately

$27 billion in assets under management.

M3 Partners and Brigade have agreed to provide support to us in our pursuit of a successful initial

business combination.

The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted stockholders,

creditors and companies in maximizing the value of businesses and assets held by them.

Brigade brings a track record of nearly 20 years

of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market cycles.

We are led by the team that organized M III Acquisition

We are a blank check company

incorporated on March 12, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses.

We have neither engaged in any operations

nor generated any revenue to date.

We were formed as an independent

company by executives of M3 Partners, LP (“ M3 Partners ”) and Brigade Capital Management, LP (“ Brigade ”).

M3 Partners is a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories.

Brigade is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has

approximately $27 billion in assets under management.

M3 Partners and Brigade have agreed to provide support to us in our pursuit of a

successful initial business combination.

The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted

stockholders, creditors and companies in maximizing the value of businesses and assets held by them.

Brigade brings a track record of

nearly 20 years of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market

We are led by the team that

organized M III Acquisition Corp.

(the “ Initial SPAC ”), M3-Brigade Acquisition II Corp.

(the “Second SPAC”), M3-Brigade Acquisition III Corp.

(the “ Second SPAC ”),

M3-Brigade Acquisition III Corp.

(the “ Third SPAC ”) and M3-Brigade Acquisition IV Corp.

(the “ Fourth SPAC ”).

Members of our team managed the Initial

SPAC through an initial business combination in March 2018 to create Infrastructure and Energy Alternatives, Inc.

IEA was a leading engineering, procurement and construction company which specializes in renewable energy infrastructure

which was acquired by MasTec Inc.

MTZ) on October 7, 2022 at a valuation of $1.1 billion.

Members of our team managed the Initial SPAC through an initial business combination in March 2018 to create Infrastructure and Energy

Alternatives, Inc.

(“ IEA ”) (NASDAQ:

IEA was a leading engineering, procurement and construction company which

specializes in renewable energy infrastructure which was acquired by MasTec Inc.

MTZ) on October 7, 2022 at a valuation of $1.1

The Third SPAC (NYSE:

GFR) completed

its initial business combination with Greenfire Resources (“Greenfire”) in September 2023 in a transaction which valued Greenfire

at $950 million.

The Second SPAC was liquidated in accordance with the terms of its charter in December 2023 and the sponsors of the

Fourth SPAC elected not to pursue its initial public offering and withdrew its registration statement in March 2022.

The team that organized

our Sponsor also organized BM3EAC Corp.

(the “EuroSPAC”), incorporated in the Cayman Islands and listed on Euronext Amsterdam,

which is currently seeking to effect a business combination with an operating company with significant operations in Europe.

SPAC, the Second SPAC, the Third SPAC, the Fourth SPAC and the EuroSPAC are collectively referred to herein as the “Prior SPACs”.

While we will not limit our efforts to identify

a prospective business combination to any particular business industry or sector or to any geographic region, we believe that our team’s

experience with companies based in North America and in the energy sector (or related products or services) may be a source of potential

business combination candidates.

Our executive offices are located at 1700 Broadway,

19th Floor, New York, NY 10019 and our telephone number is (212) 202-2200.

Our corporate website address is www.m3-brigade.com.

and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and

is not considered part of, this annual report.

You should not rely on any such information in making your decision whether to invest

in our securities.

GFR) completed its initial business combination with Greenfire Resources (“ Greenfire ”)

in September 2023 in a transaction which valued Greenfire at $950 million.

The Second SPAC was liquidated in accordance with the terms

of its charter in December 2023 and the sponsors of the Fourth SPAC elected not to pursue its initial public offering and withdrew its

registration statement in March 2022.

The team that organized our Original Sponsor also organized BM3EAC Corp.

(the “ EuroSPAC ”),

incorporated in the Cayman Islands and listed on Euronext Amsterdam, which is currently seeking to effect a business combination with

an operating company with significant operations in Europe.

The Initial SPAC, the Second SPAC, the Third SPAC, the Fourth SPAC and the

EuroSPAC are collectively referred to herein as the “Prior SPACs”.

In addition to our prior experience in completing business

combinations of our Prior SPACs, certain members of our management team have significant experience and expertise in the digital asset

While we will not limit our

efforts to identify a prospective business combination to any particular business industry or sector or to any geographic region, we believe

that our team’s experience with companies based in North America and the digital asset industry may be a source of potential business

combination candidates.

Our executive offices are

located at 1700 Broadway, 19th Floor, New York, NY 10019 and our telephone number is (212) 202-2200.

Our corporate website address is

www.m3-brigade.com.

Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated

by reference in, and is not considered part of, this annual report.

You should not rely on any such information in making your decision

whether to invest in our securities.

Company History

On March 15, 2024, our Sponsor paid $25,000, or

approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares.

On August 2, 2024, we

consummated our initial public offering of 28,750,000 units (the “Units”), which includes the full exercise by the underwriters

of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000 (the “ IPO ”).

Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “ Class A ordinary shares ” or “ Public

Shares ”) and one half of one redeemable warrant (the “ Public Warrants ”) of the Company, with each whole

Public Warrant entitling the holder to purchase one Class A ordinary share for $11.50 per share, subject to adjustment.

Simultaneously with the closing of the IPO, the

Company consummated the sale of 8,337,500 warrants (the “ Private Placement Warrants ”) to the Sponsor and Cantor Fitzgerald

& Co., the representative of the underwriters of the IPO, at a price of $1.00 per warrant, or $8,337,500.

Of those 8,337,500 Private

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

purchased 3,293,750 Private

Placement Warrants.

On March 15, 2024, our Original

Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares.

On August 2, 2024, we consummated our initial public offering of 28,750,000 units (the “ Units ”), which includes the

full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross

proceeds of $287,500,000 (the “ IPO ”).

Each Unit consists of one Class A ordinary share, par value $0.0001 per share

(the “ Class A ordinary shares ” or “ Public Shares ”) and one half of one redeemable warrant (the “ Public

Warrants ”) of the Company, with each whole Public Warrant entitling the holder to purchase one Class A ordinary share for $11.50

per share, subject to adjustment.

Simultaneously with the closing

of the IPO, the Company consummated the sale of 8,337,500 warrants (the “ Private Placement Warrants ” and, together

with the Public Warrants, the “ Warrants ”) to the Original Sponsor and Cantor Fitzgerald & Co., the representative

of the underwriters of the IPO, at a price of $1.00 per warrant, or $8,337,500.

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.

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

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

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

Following the closing of the Initial Public Offering,

on August 2, 2024, an amount of $288,937,500 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private

Placement Warrants was placed in the trust account (the “ Trust Account ”).

This amount included $13,400,000 of the

deferred underwriter’s discount.

The funds held in the Trust Account are invested in U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest

only in direct U.S.

government treasury obligations.

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.

Following the closing of the

IPO, on August 2, 2024, of the net proceeds of the IPO and the private placement of the Private Placement Warrants, $288,937,500 was placed

in a trust account with Continental as Trustee (the “ Trust Account ”).

The trust proceeds are invested in U.S.

securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company

Act, as determined by the Company.

Except for a portion of the interest income that may be released to the Company for the payment of

franchise and income taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, none of the funds held in the Trust

Account will be released until the earlier of (i) the consummation of an initial business combination, (ii) the redemption of any public

shares 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 its initial business combination

or to redeem 100% of Public Shares if the Company does not complete a business combination by August 2, 2026 or (B) with respect to any

other provision relating to shareholders’ rights or pre-business combination activity;

or (iii) the liquidation of the Trust Account,

if the Company is unable to complete a business combination by August 2, 2026, or upon any earlier liquidation of the Company.

proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest.

As of December 31, 2025, there was

approximately $306,880,908 held in the Trust Account and approximately $1,175,051 in the Company’s operating bank account and a

working capital deficit of approximately $5,599,726.

Securities Purchase Agreement

On May 23, 2025, we entered

into a Securities Purchase Agreement (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 of our Class B ordinary shares, par

value $0.0001 per share, and 5,043,750 of our private placement warrants owned by the Original Sponsor (collectively, the “ Transferred

Sponsor SPAC Securities ”) for an aggregate purchase price of $6,467,500.

The sale closed on May 27, 2025.

Also on May 27, 2025,

Cantor sold 3,293,750 Private Placement Warrants for $10 to the Sponsor (the “ Cantor Warrants ”).

The Securities Purchase Agreement

contains representations and warranties of the parties.

The representations and warranties of each party set forth in the Securities Purchase

Agreement were made solely for the benefit of the other parties to the Securities Purchase Agreement, and shareholders of the Company

are not third-party beneficiaries of those representations and warranties.

In addition, those representations and warranties (a) were

subject to materiality and other qualifications contained in the Agreement, which may differ from what may be viewed as material by shareholders

of the Company, (b) were made only as of the date of the Securities Purchase Agreement or such other date as is specified in the Securities

Purchase Agreement and (c) may have been included in the Securities Purchase Agreement for the purpose of allocating risk between the

parties rather than establishing matters as facts.

Accordingly, the Securities Purchase Agreement is included with this filing only to

provide shareholders of the Company with information regarding the terms of the Securities Purchase Agreement, and not to provide shareholders

of the Company with any other factual information regarding any of the parties or their respective businesses.

The foregoing description

of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of

the Securities Purchase Agreement, a copy of which is filed hereto as Exhibit 10.8 and incorporated by reference herein.

Letter Agreement Waiver;

Assignment and Assumption

On May 27, 2025, we entered

into a limited waiver with our directors and executive officers, the Original Sponsor and the Sponsor (the “ Limited Waiver ”).

Pursuant to the Limited Waiver, the parties to the Letter Agreement, dated as of July 31, 2024, by and among the Company, the Original

Sponsor and the other parties thereto (the “ Letter Agreement ”) agreed to waive the transfer restrictions contained

in Section 7 thereof to the extent necessary or desirable to facilitate the sale of the Transferred Sponsor SPAC Securities contemplated

by the Agreement and to facilitate the transfer of the Cantor Warrants.

On May 27, 2025, we entered

into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and Cantor Fitzgerald & Co., pursuant to which

the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of the Original Sponsor’s rights, title and interest

under that certain Registration Rights Agreement, dated as of July 31, 2024, by and among the Company, the Original Sponsor and Cantor

Fitzgerald & Co., and the New Sponsor agreed to be bound by the terms and provisions therein (the “ RRA Assignment Agreement ”).

On May 27, 2025, we entered

into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and our directors and executive officers, pursuant

to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of the 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 “ Letter Agreement Assignment Agreement ”).

The foregoing descriptions

of the Limited Waiver, the RRA Assignment Agreement and the Letter Agreement Assignment Agreement do not purport to be complete and are

qualified in their entireties by reference to the Limited Waiver, the RRA Assignment Agreement and the Letter Agreement Assignment Agreement

copies of which are filed hereto as Exhibits 10.9, 10.10 and 10.11, respectively, and incorporated by reference herein.

Officer Appointments

Effective on May 27, 2025,

the Company’s board of directors (the “ Board ”) appointed (i) Chinh Chu as President of the Company and (ii) Robert

(“Reeve”) Collins as Chief Executive Officer of the Company.

On May 27, 2025, Mr.

Collins each entered into an indemnity agreement (each, an “ Indemnity Agreement ”) with the Company.

The foregoing description

of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Indemnity Agreement

a copy of which is filed as Exhibit 10.12, and incorporated by reference herein.

On June 16, 2025, we issued

a promissory note (the “ Sponsor Note ”) to the Sponsor pursuant to which the Company can borrow up to an aggregate principal

amount of $2,500,000 from the Sponsor.

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

The proceeds of the Sponsor Note

were used for general working capital.

On July 16, 2025, we and the

Sponsor entered into the First Amendment to the Sponsor Note (the “ Sponsor 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 Sponsor Note

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

Pursuant to the Sponsor 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 Sponsor Note.

On September 19, 2025, and

December 22, 2025, we borrowed $1,500,000 and $500,000 under the Sponsor Note, respectively, for general working capital purposes.

of December 31, 2025, an aggregate of $2,500,000 was outstanding under the Sponsor Note

The Sponsor Note bears no

interest and is payable in full upon the consummation of the Company’s initial business combination (the “ Maturity Date ”).

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

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

funds available outside the Trust Account.

The foregoing description

of the Sponsor Note and Sponsor Note Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions

of (i) the Sponsor Note, a copy of which is attached hereto as Exhibit 10.13, and (ii) the Sponsor Note Amendment, a copy of which is

attached hereto as Exhibit 10.14, both of which are incorporated by reference herein.

ReserveOne Business Combination

July 7, 2025, we entered into a Business Combination Agreement (as may be amended, restated or supplemented from time to time,

the “ Business Combination Agreement ”) with 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 (“ M3-Brigade Merger Sub ”), R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary

of Pubco (“ Company Merger Sub ” and together with M3-Brigade Merger Sub, the “ Merger Subs ”)

(all of the transactions contemplated by the Business Combination Agreement, including the issuances of securities thereunder, the “ Business

Combination ”).

Pubco, M3-Brigade Merger

Sub and Company Merger Sub are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions

set forth in the Business Combination Agreement.

Pubco is a wholly-owned direct subsidiary of ReserveOne and both M3-Brigade Merger

Sub and Company Merger Sub are wholly-owned direct subsidiaries of Pubco.

Pursuant to the Business Combination

Agreement, subject to the terms and conditions set forth therein, (i) on the date the Mergers (as defined below) are consummated

(the “ Closing ,” to occur on the “ Closing Date ”) and prior to the M3-Brigade Merger (as defined

below), M3-Brigade will be de-registered in the Cayman Islands and register by way of continuation to Delaware and domesticate

as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII

of the Cayman Islands Companies Act (As Revised) (the “ Domestication ”), (ii) as a result of the Domestication,

(a) each Class A ordinary share of M3-Brigade, par value $0.0001 per share (the “ Class A Ordinary Shares ”),

issued and outstanding immediately prior to the Domestication will convert into one share of Class A-1 common stock of M3-Brigade,

par value $0.0001 per share (the “ Class A-1 Common Stock ”);

(b) each Class B ordinary share of

M3-Brigade, par value $0.0001 per share (the “ Class B Ordinary Shares ” and, together with the Class A Ordinary

Shares, the “ Ordinary Shares ”), issued and outstanding immediately prior to the Domestication will convert into one

share of Class B common stock of M3-Brigade, par value $0.0001 per share (the “ Class B Common Stock ”);

warrant to purchase one Class A Ordinary Share (the “ M3-Brigade Warrants ”) issued and outstanding immediately

prior to the Domestication will convert into a warrant to purchase one share of Class A-1 Common Stock (the “ M3-Brigade Post-Domestication Warrants ”);

and (d) the units of M3-Brigade issued in the Company’s IPO previously consisting of one Class A Ordinary Share and one-half of

one M3-Brigade Warrant (the “ Units ”) will remain attached but the components thereof will convert in accordance

with the preceding clauses (a) and (c) such that each Unit will consist of one share of Class A-1 Common Stock and one-half of

one M3-Brigade Post-Domestication Warrant, and (iii) following the Domestication and immediately prior to the M3-Brigade Merger

(as defined below), each share of Class B Common Stock will automatically convert into a number of shares of Class A-2 common

stock of M3-Brigade, par value $0.0001 per share (the “ Class A-2 Common Stock ”) to be determined in accordance

with the terms of the Business Combination Agreement, (iv) following the automatic conversion of shares from Class B Common

Stock to Class A-2 Common Stock, M3-Brigade Merger Sub will merge with and into M3-Brigade, with M3-Brigade continuing

as the surviving entity and a wholly-owned subsidiary of Pubco (the “ M3-Brigade Merger ”), in connection with

which each Unit will be separated into its component parts, and all of the existing securities of M3-Brigade will be exchanged for

rights to receive securities of Pubco as follows:

(a) each issued and outstanding share of Class A-1 Common Stock will

be automatically canceled and extinguished and converted into and thereafter represent the right to receive one share of Pubco Class A

common stock, par value $0.0001 per share (the “ Pubco Class A Common Stock ”), (b) each issued and outstanding

share of Class A-2 Common Stock will be automatically canceled and extinguished and converted into and thereafter represent

the right to receive one share of share of Pubco Class B common stock, par value $0.0001 per share (“ Pubco Class B

Common Stock ” and together with the Pubco Class A Common Stock, the “ Pubco Common Stock ”), and (c) each

issued and outstanding M3-Brigade Post-Domestication Warrant will be automatically converted into one warrant to purchase one

share of Pubco Class A Common Stock (each, a “ Pubco Public Warrant ” and, collectively, the “ Pubco Public

Warrants ” and, together with the Pubco Private Warrants and Equity PIPE Warrants, the “ Pubco Warrants ” and

each, a “ Pubco Warrant ”) on substantially the same terms and conditions as the M3-Brigade Warrants;

and (v) following

the M3-Brigade Merger, Company Merger Sub will merge with and into ReserveOne, with ReserveOne continuing as the surviving entity

and a wholly-owned subsidiary of Pubco (the “ Company Merger ”, and together with the M3-Brigade Merger, the

“ Mergers ”), pursuant to which, other than dissenting shares, if any, each issued and outstanding share of ReserveOne’s

common stock, par value $0.0001 per share (the “ ReserveOne Common Stock ”) will be automatically cancelled and extinguished

and converted into the right to receive a number of shares of Pubco Class A Common Stock, following which, all shares of ReserveOne

Common Stock will cease to be outstanding and will automatically be canceled and will cease to exist and each warrant to purchase one

share of ReserveOne Common Stock (the “ ReserveOne Warrant ”), if any, will be automatically converted into one Pubco

The Sponsor has agreed that,

effective upon the Closing, a portion of the shares of Pubco Class B Common Stock received by the Sponsor in the M3-Brigade Merger

will be subject to forfeiture and will be forfeited unless applicable vesting conditions are satisfied prior to the five-year anniversary

of the Closing (the “ Sponsor Earnout Period ”).

The number of Sponsor’s shares of Pubco Class B Common Stock

subject to forfeiture is equal to the sum of (i) the product of the total gross proceeds received via the Equity PIPE Subscription

Agreements (as defined below) actually received by ReserveOne (disregarding for such purposes, certain reductions in proceeds on account

of certain non-redeemed shares) and 0.004 (the “ Sponsor Equity Earnout Shares ”), plus (ii) the product of

the total gross proceeds of the Equity PIPE actually received by ReserveOne (disregarding for such purposes, certain reductions in proceeds

on account of certain non-redeemed shares) and 0.005 (the “ Sponsor Warrant Earnout Shares ”), plus (iii) the

product of the total gross proceeds received via the Convertible Notes PIPE Subscription Agreements (as defined below) actually received

by ReserveOne and 0.002 (the “ Sponsor Convertible Notes Earnout Shares ” and together with the Sponsor Equity Earnout

Shares and the Sponsor Warrant Earnout Shares, the “ Sponsor Earnout Shares ”).

The Sponsor Earnout Shares will be forfeited

(A) (i) 50% of the Sponsor Equity Earnout Shares and (ii) 100% of the Sponsor Convertibles Notes Earnout Shares

will be forfeited if the volume-weighted average share price of Pubco Class A Common Stock, as displayed on Pubco’s page

on Bloomberg (or any successor service) in respect of the period from 9:30 a.m.

to 4:00 p.m., New York City time, on the

applicable trading day (the, “Pubco VWAP”), does not equal or exceed $12.00 for any twenty trading days out of thirty

consecutive trading days during the Sponsor Earnout Period;

(B) 50% of the Sponsor Equity Earnout Shares will be forfeited if

the Pubco VWAP does not equal or exceed $14.00 for any twenty trading days out of thirty consecutive trading days during the

Sponsor Earnout Period;

and (C) a number of Sponsor Warrant Earnout Shares equal to 1/20 th of the number of warrants

issued in connection with the Equity PIPE that are not exercised during the Sponsor Earnout Period will be forfeited.

Pursuant to the terms of the

Business Combination Agreement, $10.00 is the value of the price per share of Pubco Class A Common Stock to be received by the former

stockholders of ReserveOne.

Additionally, pursuant to the terms of the Equity PIPE Subscription Agreements (as defined below), the Equity

PIPE Investors (as defined below) agreed to pay $10.00 for the Equity PIPE Securities (as defined below), which consist of the Equity

PIPE Shares (as defined below) and the Equity PIPE Warrants (as defined below), and will result in each Equity PIPE Investor receiving

one Pubco Class A Common Stock and one Pubco Warrant per $10.00 paid in cash (or an equivalent amount in Bitcoin) pursuant to the

Equity PIPE Subscription Agreement at the Closing of the Business Combination.

Based upon $10.00 per share, (i) the aggregate value of

Pubco Class A Common Stock the former stockholders of ReserveOne will receive as a result of the Business Combination is $25,000,000

and (ii) the aggregate value of Pubco Class A Common Stock the Equity PIPE Investors will receive pursuant to the Equity PIPE

Subscription Agreements in connection with the Closing of Business Combination is $500,000,000.

Based solely upon $10.63, which is the

closing price of the Class A Ordinary Shares, on December 31, 2025, (i) the aggregate value of Pubco Class A Common Stock

the former stockholders of ReserveOne will receive as a result of the Business Combination is $26,575,000 and (ii) the aggregate

value of Pubco Class A Common Stock the Equity PIPE Investors will receive pursuant to the Equity PIPE Subscription Agreements in

connection with the Closing of Business Combination is $531,500,000.

The foregoing description

of the Business Combination Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its

entirety by the terms and conditions of the Business Combination Agreement, attached hereto as Exhibit 2.1, and incorporated by reference

Other than as specifically

discussed herein, this Annual Report on Form 10-K does not assume the Closing of the Business Combination.

Sponsor Support Agreement

On July 7, 2025, we entered

into a sponsor support agreement (the “ Sponsor Support Agreement ”) with the Sponsor, ReserveOne and Pubco, pursuant

to which the Sponsor has agreed to, among other things, (i) vote all its shares of the Company, whether currently owned or acquired prior

to the Closing, (a) in favor of the Business Combination Agreement and the transactions contemplated therein, (b) against any inquiry,

proposal or offer, or any indication of interest in making an offer or proposal, from any person or group at any time relating to a transaction

(other than the transactions contemplated by the Business Combination Agreement and any other related agreements thereto), (c) against

any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding

up of or by the Company (other than the transactions contemplated by the Business Combination Agreement);

(d) against any change in the

business of the Company, and (e) against any proposal, action or agreement involving the Company that would or would reasonably be expected

to frustrate or impede the consummation of the Business Combination Agreement and the transactions contemplated therein (the “ Transactions ”);

(ii) fully comply with, and perform all of its assumed obligations, covenants and agreements set forth in a letter agreement dated as

of July 31, 2024, by and among the Company, the Original Sponsor and the other parties thereto (the “ Insider Letter ”),

including not transferring (a) any of its Class B Ordinary Shares or Class A Ordinary Shares, Pubco Class A Common Stock or Pubco Class

B Common Stock issued upon conversion of such Class B Ordinary Shares or Class A Ordinary Shares until the earlier of (x) one year after

the consummation of the Business Combination Agreement and the Transactions, (y) following the consummation of the Business Combination

Agreement, the date after which the closing price of the Pubco Class A Common Stock equals or exceeds $12.00 per share (as adjusted for

share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day

period commencing at least 150 days after the consummation of the Company’s Business Combination Agreement and the Transactions,

or (z) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar

transaction that results in all of the Pubco’s shareholders having the right to exchange their Pubco Class A Common Stock for cash,

securities or other property, or (b) any of its private placement warrants (including any shares underlying such warrants) until 30 days

following the consummation of the Business Combination Agreement and the Transactions, subject, in each case, to certain customary exceptions.

The foregoing description

of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the

Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.15 and incorporated by reference herein.

Equity PIPE Subscription 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) Pubco class A Common Stock (the “ Equity PIPE Shares ”)

and (b) 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 Equity PIPE Subscription Agreements), 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.

The foregoing description

of the Equity PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text

of the Form of Equity PIPE Subscription Agreement, a copy of which is attached hereto as Exhibit 10.17, and incorporated by reference

Convertible Note Subscription 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 in the Convertible Notes Subscription Agreements), the “ Convertible Notes PIPE ”), upon the terms and subject

to the conditions set forth therein.

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.

The foregoing description of the Equity PIPE

Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of

Equity PIPE Subscription Agreement, a copy of which is attached hereto as Exhibit 10.18, and incorporated by reference herein.

Second Sponsor Note

On February 18, 2026, we

issued a promissory note (the “ Second Sponsor Note ”) to the Sponsor, pursuant to which we can borrow up to an aggregate

principal amount of $2,000,000 from the Sponsor.

On February 18, 2026, we borrowed $600,000 under the Second Sponsor Note.

of the Second Sponsor Note will be used for general working capital purposes.

The Second Sponsor Note bears no interest and is payable

in full upon the consummation of our initial business combination.

The foregoing description

of the Second Sponsor Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Second

Sponsor Note, a copy of which is attached hereto as Exhibit 10.19, and incorporated by reference herein.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not

engage in, any operations for an indefinite period of time.

We intend to effectuate our initial business combination using cash held

in the Trust Account, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the

owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances or a combination of

the foregoing.

We may seek to complete our initial business combination with a company or business that may be financially unstable or

in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for

using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in

connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the

cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the

post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,

We are not presently engaged

in, and we will not engage in, any operations for an indefinite period of time.

We intend to effectuate our initial business combination

(such as the proposed Business Combination with ReserveOne) using cash held in the Trust Account, the proceeds of the sale of our shares

in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or

the owners of the target, other securities issuances or a combination of the foregoing.

We may seek to complete our initial business combination

with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to

the numerous risks inherent in such companies and businesses.

If our initial business combination

is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration

in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of

the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of

the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,

to fund the purchase of other companies, or for working capital.

Although we are not limited to a particular industry

or geographic region for purposes of consummating an initial business combination, we may focus our search on North American and European

businesses in disruptive growth sectors, which complements the expertise of our management team.

Although our management will assess

the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in

our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning

that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional funds through

a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate

our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust Account.

we may target businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO and the sale

of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the

Trust Account, net of amounts needed to satisfy any redemptions by holders of our Public Shares (“ public shareholders ”),

Although we are not limited

to a particular industry or geographic region for purposes of consummating an initial business combination, we may focus our search on

North American and European businesses in disruptive growth sectors, which complements the expertise of our management team.

our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this

assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside

of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional

funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and

we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust

In addition, we may target businesses with enterprise values that are greater than we could acquire with the net proceeds of

the IPO and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds the amount

available from the Trust Account, net of amounts needed to satisfy any redemptions by holders of our Public Shares (“ public shareholders ”),

we may be required to seek additional financing to complete such proposed initial business combination.

1 unchanged sentence

securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.

In the case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender

offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we

would seek shareholder approval of such financing.

There is no limitation on our ability to raise funds through the issuance of equity

or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including

pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the IPO.

At this time, we

are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale

of securities or otherwise.

None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection

with or after our initial business combination.

Selection of a Target Business and Structuring

of Our Initial Business Combination

The rules of The Nasdaq Stock Market LLC (“ Nasdaq ”)

require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of

the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the

Trust Account).

Our board of directors will make the determination as to the fair market value of our initial business combination.

our board of directors is not able to independently determine the fair market value of our initial business combination (including with

the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of Financial

Industry Regulatory Authority, Inc.

(“ FINRA ”) or a valuation or appraisal firm with respect to the satisfaction of

such criteria.

While we consider it likely that our board of directors will be able to make an independent determination of the fair

market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of

a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

Additionally,

pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business

combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests

or assets of the target business or businesses.

We may, however, structure our initial business combination such that the post transaction

company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the

target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction

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, or the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of

the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,

depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue a transaction in which

we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of

In the case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender offer

documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would

seek shareholder approval of such financing.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked

securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to

forward purchase agreements or backstop agreements we may enter into following consummation of the IPO.

At this time, we are not a party

to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or

None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after

our initial business combination.

Selection of a Target Business and Structuring of Our Initial

Business Combination

The rules of The Nasdaq Stock

Market LLC (“ Nasdaq ”) require that we must complete one or more business combinations having an aggregate fair market

value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes

payable on the interest earned on the Trust Account).

Our board of directors will make the determination as to the fair market value of

our initial business combination.

If our board of directors is not able to independently determine the fair market value of our initial

business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking

firm which is a member of Financial Industry Regulatory Authority, Inc.

(“ FINRA ”) or a valuation or appraisal firm

with respect to the satisfaction of such criteria.

While we consider it likely that our board of directors will be able to make an independent

determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced

with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets

or prospects.

Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent

We anticipate structuring

our initial business combination, as is the case with ReserveOne, so that the post-transaction company in which our public shareholders

own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure

our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of

the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will

only complete such business combination if the post-transaction 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, or the Investment Company Act.

Even if the post-transaction company owns

or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own

a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial

number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued

and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target

business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned

or acquired is what will be taken into account for purposes of the 80% of net assets test described above.

If the business combination

involves more than one target business, the aggregate value of all of the target businesses, will be taken into account for purposes

of the 80% fair market value test.

In evaluating a prospective target business, we

expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document

reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,

legal and other information which will be made available to us.

If we determine to move forward with a particular target, we will proceed

to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target

business and to structure and complete our initial business combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of, and negotiation

with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring

losses and will reduce the funds we can use to complete another business combination.

We are not prohibited from pursuing an initial

business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the business combination

through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete an

initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and articles of association)

with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment

banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial

business combination is fair to our Company from a financial point of view.

We are not required to obtain such an opinion in any other

Certain members of our management team and directors indirectly own founder shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in determining

whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each

of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

Each of our officers and directors presently has,

and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of

our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has

then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such

business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated

memorandum and articles of association provides that, to the fullest extent permitted by applicable law:

(i) no individual serving as

a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business

combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company,

the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net

assets test described above.

If the business combination involves more than one target business, the aggregate value of all of the target

businesses, will be taken into account for purposes of the 80% fair market value test.

In evaluating a prospective

target business, as was the case with ReserveOne, we expect to conduct a due diligence review which may encompass, among other things,

meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as

applicable, as well as a review of financial, operational, legal and other information which will be made available to us.

If we determine

to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select

and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of,

and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result

in our incurring losses and will reduce the funds we can use to complete another business combination.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the

business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we

seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and

articles of association) with our Sponsor, officers or directors, as was the case with ReserveOne, we, or a committee of independent directors,

would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating

that the consideration to be paid by us in such an initial business combination is fair to our Company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Certain members of our management

team and directors indirectly own founder shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in

determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination

if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with

respect to our initial business combination.

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant

to which such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if

any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she

has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

Our amended and

restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law:

(i) no individual serving

as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly

or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy

in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for

any director or officer, on the one hand, and us, on the other.

We do not believe, however, that the fiduciary duties or contractual

obligations of our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our Sponsor and our officers and

directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment

ventures during the period in which we are seeking an initial business combination.

As a result, our Sponsor, officers and directors

could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose

acquisition company with which they may become involved.

Any such companies, businesses or investments may present additional conflicts

of interest in pursuing an initial business combination target.

However, we do not believe that any such potential conflicts would materially

affect our ability to complete our initial business combination.

Redemption Rights for Public Shareholders

upon Completion of our Initial Business Combination

We will provide our public shareholders with the

opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either

(i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a

tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer

will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether

the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement

or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval

under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our

Company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek

to amend our amended and restated memorandum and articles of association would require shareholder approval.

So long as we obtain and

maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our public shareholders

with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions of our amended

and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act

or our listing on Nasdaq.

Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of

at least two-thirds of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled

and (ii) we renounce any interest or expectancy in,

or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any

director or officer, on the one hand, and us, on the other.

We do not believe, however, that the fiduciary duties or contractual obligations

of our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our Sponsor and

our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business

or investment ventures during the period in which we are seeking an initial business combination.

As a result, our Sponsor, officers and

directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other

special purpose acquisition company with which they may become involved.

Any such companies, businesses or investments may present additional

conflicts of interest in pursuing an initial business combination target.

However, we do not believe that any such potential conflicts

would materially affect our ability to complete our initial business combination.

Redemption Rights for Public Shareholders upon Completion of

our Initial Business Combination

We will provide our public

shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business

combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote

by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination or conduct

a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing

requirements or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder

approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers

with our Company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares

or seek to amend our amended and restated memorandum and articles of association would require shareholder approval.

So long as we obtain

and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide

our public shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions

of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the

Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by a special resolution, which requires the affirmative

vote of at least two-thirds of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled

to vote on such matter at a general meeting of the Company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders with the

opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum

and articles of association:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

offer rules, and

proxy materials with the SEC.

In the event that we seek shareholder approval

of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders

with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete

our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote

of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled

to vote on such matter at a general meeting of the Company.

A quorum for such meeting will be present if the holders of one third of

issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.

Our Sponsor, officers and directors

will count toward this quorum and, pursuant to a letter agreement (the “ Letter Agreement ”), our Sponsor, officers

If we provide our public shareholders

with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our amended and restated

memorandum and articles of association:

● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

● file proxy materials with the SEC, such as those included in the preliminary proxy statement/prospectus

included in a Registration Statement on Form S-4, as amended, that we filed with the SEC relating to the proposed business combination

with ReserveOne.

In the event that we seek

shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our

public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval

(as is the case with ReserveOne), we will complete our initial business combination only if we receive an ordinary resolution under Cayman

Islands law, which requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present

in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company.

A quorum for such meeting will

be present if the holders of one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers

and directors have agreed to vote their founder shares and any Public Shares purchased during or after the IPO (including in open market

and privately-negotiated transactions) in favor of our initial business combination.

For purposes of seeking approval of an ordinary

resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

in addition to our initial shareholders’ founder shares, we would need 10,781,251, or 37.5%, of the 28,750,000 Public Shares sold

in the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming

all outstanding shares are voted and the parties to the Letter Agreement do not acquire any Class A ordinary shares.

Assuming that only

the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum

and articles of association vote their shares at a general meeting of the Company, we will not need any Public Shares in addition to

our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination.

if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law,

the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds

of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter

at a general meeting of the Company.

These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors,

may make it more likely that we will consummate our initial business combination.

Each public shareholder may elect to redeem their Public

Shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting

on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the

proposed transaction.

If a shareholder vote is not required and we do

not decide to hold a shareholder vote for business or other legal reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate

For purposes of seeking approval of an ordinary resolution,

non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

As a result, in addition

to our initial shareholders’ founder shares, we would need 10,781,251, or 37.5%, of the 28,750,000 Public Shares sold in the IPO

to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding

shares are voted and the parties to the Letter Agreement do not acquire any Class A ordinary shares.

Assuming that only the holders of

one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles

of association vote their shares at a general meeting of the Company, we will not need any Public Shares in addition to our founder shares

to be voted in favor of an initial business combination in order to approve an initial business combination.

However, if our initial business

combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial

business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by

the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting

of the Company.

These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more

likely that we will consummate our initial business combination.

Each public shareholder may elect to redeem their Public Shares irrespective

of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction,

or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

If a shareholder vote is not

required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate

issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

In the event we conduct redemptions pursuant to

the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the

Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of Public Shares we are permitted

If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete

the initial business combination.

Upon the public announcement of our initial business

combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established

in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the

Exchange Act.

We intend to require our public shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s

option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using

the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials

or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled

vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection with a shareholder

vote, we intend to require a public shareholder seeking redemption of its Public Shares to also submit a written request for redemption

to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with

our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.

believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or

● file tender offer documents with the SEC prior to completing our initial business combination which contain

substantially the same financial and other information about the initial business combination and the redemption rights as is required

under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer

In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of Public Shares we

are permitted to redeem.

If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer

and not complete the initial business combination.

Upon the public announcement

of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate

any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with

Rule 14e-5 under the Exchange Act.

We intend to require our public

shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer

agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth

in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days

prior to the scheduled vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection

with a shareholder vote, we intend to require a public shareholder seeking redemption of its Public Shares to also submit a written request

for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares

The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection

with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or

action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost.

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or shares delivered by public shareholders who elected to redeem their shares.

We will provide our public shareholders with the

opportunity to redeem their Public Shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust Account

calculated as of two business days prior to the consummation of our 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, upon the completion of our initial

business combination, subject to the limitations and on the conditions described herein and in the registration statement relating to

The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting

commissions we will pay to the underwriters.

There will be no redemption rights upon the completion of our initial business combination

with respect to our Warrants.

The Sponsor, our officers and directors have entered into the Letter Agreement, pursuant to which they

have agreed to waive their redemption rights with respect to their founder shares and any Public Shares held by them in connection with

the completion of our initial business combination.

Our proposed initial business combination may

impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or

other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration

we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us,

we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption

will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity or equity-linked securities or through

loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements

or backstop arrangements we may enter into following consummation of the IPO, in order to, among other reasons, satisfy such net tangible

assets or minimum cash requirements.

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer

rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants

in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,

although they are under no obligation or duty to do so.

Any such price per share may be different than the amount per share a public

shareholder would receive if it elected to redeem its shares in connection with our initial business combination.

Such a purchase may

include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial

owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, initial shareholders, directors,

officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already

elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their

It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides

a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at or prior to our initial

business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor,

initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide

them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their

Public Shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated

any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase Public Shares or Public

Warrants in such transactions.

The purpose of any such transactions could be

to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of Public Warrants

outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection

with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum

net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would

otherwise not be met.

Any such purchases of our securities may result in the completion of our initial business combination that may

not otherwise have been possible.

In addition, if such purchases are made, the public

“float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may

make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our Sponsor, initial shareholders, directors,

officers, advisors and their affiliates anticipate that they may identify the shareholders with whom our Sponsor, initial shareholders,

We will provide our public

shareholders with the opportunity to redeem their Public Shares for cash at a per share price equal to the aggregate amount then on deposit

in the Trust Account calculated as of two business days prior to the consummation of our 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, upon the

completion of our initial business combination, subject to the limitations and on the conditions described herein and in the registration

statement relating to the IPO.

The per share amount we will distribute to investors who properly redeem their shares will not be reduced

by the deferred underwriting commissions we will pay to the underwriters.

There will be no redemption rights upon the completion of our

initial business combination with respect to our Warrants.

The Sponsor, our officers and directors have entered into the Letter Agreement,

pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any Public Shares held by

them in connection with the completion of our initial business combination.

Our proposed initial business

combination may impose, as is the case with the proposed Business Combination with ReserveOne, a minimum cash requirement for (i) cash

consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention

of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary

shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed

initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination

or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however,

raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection

with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following

consummation of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares

or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

business combination, although they are under no obligation or duty to do so.

Any such price per share may be different than the amount

per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.

a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer

the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have

already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem

their shares.

It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, initial shareholders, directors, officers,

advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which

provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time

at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),

our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others

to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not

redeem their Public Shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have not

formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase Public Shares

or Public Warrants in such transactions.

The purpose of any such transactions

could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of Public

Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in

connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to

have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement

would otherwise not be met.

Any such purchases of our securities may result in the completion of our initial business combination that

may not otherwise have been possible.

In addition, if such purchases

are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be

reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting

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directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling

or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote

against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business

combination but only if such shares have not already been voted at the general meeting related to our initial business combination.

Sponsor, initial shareholders, directors, officers, advisors and their affiliates will select which shareholders to purchase shares from

based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing

shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, initial shareholders, directors,

officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2)

or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the

extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor, initial shareholders, directors,

officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from public shareholders, such purchases would

be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence

or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against

our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination

but only if such shares have not already been voted at the general meeting related to our initial business combination.

Our Sponsor, initial

shareholders, directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated

price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases

do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section

9(a)(2) or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act

to the extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from public shareholders, such purchases

would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence

to the following:

registration statement/proxy statement filed for our business combination transaction would

disclose the possibility that our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates may purchase Public Shares or Public Warrants from public shareholders

outside the redemption process, along with the purpose of such purchases;

our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were

to purchase Public Shares or Public Warrants from public shareholders, they would do so at

a price no higher than the price offered through our redemption process;

registration statement/proxy statement filed for our business combination transaction would

include a representation that any of our securities purchased by our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates would not be voted in favor of approving

the business combination transaction;

Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not

possess any redemption rights with respect to our securities or, if they do acquire and possess

redemption rights, they would waive such rights;

would disclose in a Form 8-K, before our security holder meeting to approve the business

combination transaction, the following material items:

amount of our securities purchased outside of the redemption offer by our Sponsor, initial

shareholders, directors, officers, advisors and their affiliates, along with the purchase

purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates;

impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers,

advisors and their affiliates on the likelihood that the business combination transaction

will be approved;

identities of our security holders who sold to our Sponsor, initial shareholders, directors,

officers, advisors and their affiliates (if not purchased on the open market) or the nature

of our security holders (e.g., 5% security holders) who sold to our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates;

number of our securities for which we have received redemption requests pursuant to our redemption

Redemption of Public Shares and Liquidation

if No Initial Business Combination

Our amended and restated memorandum and articles

of association provide that we will have only 24 months from the closing of the IPO or by such earlier liquidation date as the Company’s

board of directors may approve (the “ completion window ”) to complete our initial business combination.

If we are unable

to complete our initial business combination within such completion window, we will cease all operations except for the purpose of winding

up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the

Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation or other distributions, if any) subject to our obligations

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

There will be no

redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial

business combination within the completion window.

Our Sponsor, officers and directors have entered

into the Letter Agreement, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect

to any founder shares held by them if we fail to complete our initial business combination within the completion window, although they

will entitled to liquidating distributions from assets outside the Trust Account.

However, if our Sponsor or management team acquire

Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public

Shares if we fail to complete our initial business combination within the allotted completion window.

Our Sponsor, officers, and directors have agreed,

pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles

of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination

or to redeem 100% of our Public Shares if we do not complete our 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, unless

we provide our public shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.

In identifying, evaluating and selecting a target

business for our initial business combination, we may encounter competition from other entities having a business objective similar to

ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating

businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and

effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess similar or greater financial,

technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited by our available financial

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation

to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us

for our initial business combination and our issued and outstanding Warrants, and the future dilution they potentially represent, may

not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating and completing an initial business combination.

● our registration statement/proxy statement filed for our business combination transaction would disclose

the possibility that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares

or Public Warrants from public shareholders outside the redemption process, along with the purpose of such purchases;

● if our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase

Public Shares or Public Warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption

● our registration statement/proxy statement filed for our business combination transaction would include

a representation that any of our securities purchased by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates

would not be voted in favor of approving the business combination transaction;

● our Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess

any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights;

● we would disclose in a Form 8-K, before our security holder meeting to approve the business combination

transaction, the following material items:

○ the amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates, along with the purchase price;

○ the purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their

○ the impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates on the likelihood that the business combination transaction will be approved;

○ the identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers,

advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)

who sold to our Sponsor, initial shareholders, directors, officers, advisors and their affiliates;

○ the number of our securities for which we have received redemption requests pursuant to our redemption

Redemption of Public Shares and Liquidation if No Initial Business

Our amended and restated memorandum

and articles of association provide that we will have only 24 months from the closing of the IPO or by such earlier liquidation date as

the Company’s board of directors may approve (the “ completion window ”) to complete our initial business combination.

If we are unable to complete our initial business combination within such completion window, we will cease all operations except for the

purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on

the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number

of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish

public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any)

subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable

There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail

to complete our initial business combination within the completion window.

Our Sponsor, officers and

directors have entered into the Letter Agreement, pursuant to which they have waived their rights to liquidating distributions from the

Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion

window, although they will entitled to liquidating distributions from assets outside the Trust Account.

However, if our Sponsor or management

team acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect

to such Public Shares if we fail to complete our initial business combination within the allotted completion window.

Our Sponsor, officers, and

directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum

and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial

business combination or to redeem 100% of our Public Shares if we do not complete our 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, unless we provide our public shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on

the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.

In identifying, evaluating

and selecting a target business for our initial business combination, as was the case with ReserveOne, we may encounter competition from

other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups

and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well

established and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many

of these competitors possess similar or greater financial, technical, human and other resources than us.

Our ability to acquire larger

target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing

the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise

their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding Warrants,

and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors

may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.

Employees and Human Capital Resources

intend to have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in

other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any

specific number of hours per week to our affairs.

Our officers intend to devote as much of their time as they deem necessary to

our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary

based on whether a target business has been selected for our initial business combination and the stage of the business combination process

We do not intend to have any

full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in other business endeavors

for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours

per week to our affairs.

Our officers intend to devote as much of their time as they deem necessary to our affairs until we have completed

our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business

has been selected for our initial business combination and the stage of the business combination process we are in.

Periodic Reporting and Financial Information

We are required to file Annual Reports on Form

10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current

Report on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements and other information

regarding issuers that file electronically with the SEC.

We are required to file Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material

events in a Current Report on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements

and other information regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located at www.sec.gov.

In addition, the

Company will provide copies of these documents without charge upon request from us in writing at 1700 Broadway, 19 th Floor,

New York, NY 10019 or by telephone at (212) 202-2200.

We will provide shareholders with audited financial

statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders

to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance

with, or reconciled to, accounting principles generally accepted in the United States of America (“ GAAP ”) or international

financial reporting standards as issued by the International Accounting Standards Board (“ IFRS ”), depending on the

circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company

Accounting Oversight Board (United States) (“ PCAOB ”).

These financial statement requirements may limit the pool of

potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements

in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within

the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential business combination

candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business

will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements

cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential business combination

candidates, we do not believe that this limitation will be material.

We will not be required to evaluate our internal

control procedures until our annual report for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,

will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions of

the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to

achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We are a Cayman Islands exempted company.

companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying

with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “ Companies

As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government

that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date

of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations

will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is

in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or

(ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders

or a payment of principal or interest or other sums due under a debenture or other obligation of us.

In addition, the Company will provide copies of these documents without charge upon request from us in writing at 1700 Broadway, 19 th

Floor, New York, NY 10019 or by telephone at (212) 202-2200.

We will provide shareholders

with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents

sent to shareholders to assist them in assessing the target business, such as the financial statements of ReserveOne included in the preliminary

proxy statement/prospectus included in a Registration Statement on Form S-4, as amended, that we filed with the SEC relating to the proposed

business combination with ReserveOne.

In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled

to, accounting principles generally accepted in the United States of America (“ GAAP ”) or international financial reporting

standards as issued by the International Accounting Standards Board (“ IFRS ”), depending on the circumstances, and the

historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight

Board (United States) (“ PCAOB ”).

These financial statement requirements may limit the pool of potential target businesses

we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose

such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial

statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare

its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we may

not be able to acquire the proposed target business.

While this may limit the pool of potential business combination candidates, we do

not believe that this limitation will be material.

We are not required to evaluate

our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act, as we are not deemed

to be a large accelerated filer or an accelerated filer and still qualify as an emerging growth company.

A target business may not be

in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal

controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any

such business combination.

We are a Cayman Islands exempted

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted

from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to

time (the “ Companies Act ”).

As an exempted company, we have applied for and received a tax exemption undertaking from

the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a

period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,

income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains

or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures

or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or

capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

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-K

Item 1. Business