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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-28 · 1502 added, 1551 removed, 368 unchanged (89% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,

summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with

the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer

and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the

Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and

operation of our disclosure controls and procedures as of December 31, 2024.

Based upon their evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report

present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls are procedures

that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls

are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the

chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15

and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as of December 31, 2025.

Based upon their evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this

Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on Form 10-K does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over

financial reporting that occurred during the fiscal quarter of 2024 covered by this Annual Report on Form 10-K that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

This Annual Report on Form

10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

Changes in Internal Control over Financial

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive

Officers and Corporate Governance.

Directors, Executive Officers and Corporate

Directors and Executive Officers

Our directors and executive officers are as follows:

Executive Chairman of the Board of Directors

Chairman of the Board of Directors

Robert Rivas (“Reeve”) Collins

Chief Executive Officer

Matthew Perkal

Chief Executive Officer and Director

Chief Operating Officer and Director

Eric Greenhaus

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Benjamin Fader-Rattner

Thomas Fairfield

Edward Murphy

Franklin Tsung

Meghji serves

as our Executive Chairman of the Board of Directors.

Meghji was the principal sponsor of the Initial SPAC from 2015 to 2019, the

Second SPAC from 2020 to 2023, the Third SPAC from 2021 to 2023 and the Fourth SPAC from 2021 to 2022.

Meghji has served as the Managing

Partner of M3 Partners since 2015 and is a nationally recognized U.S.

turnaround professional with a track record of building value across

a wide range of sectors, including power, energy and industrials.

M3 Partners is a merchant banking, investment and restructuring advisory

firm founded by Mr.

Meghji which provides operational, strategic and financial advisory solutions to support complex businesses at inflection

points in their growth trajectory.

Meghji has more than 30 years of advisory and management experience in building value in companies

that are facing financial, operational or strategic inflection points and transitions.

He has accomplished this through both operating

management and financial advisory roles, often in partnership with some of the world’s leading financial institutions, private

equity firms and hedge fund investors.

Meghji has led the repositioning of, and driven

value creation at, numerous businesses over the past two decades in an operating management or financial advisory capacity.

In his capacity

as a restructuring and financial advisory professional, Mr.

Meghji has served periodically as Chief Restructuring Officer (or in an analogous

position) of companies which elected to utilize bankruptcy proceedings as a part of their financial restructuring process and, as such,

he served as an executive officer of various companies which filed bankruptcy petitions under federal law, including, without limitation,

Mondee Holdings, Inc., True Value Company, L.L.C.

as Chairman of the Company’s board of directors (the “Board”).

Meghji was the principal sponsor of M III

Acquisition Corp.

from 2015 to 2019, M3-Brigade Acquisition II Corp.

from 2020 to 2023, M3-Brigade Acquisition III

from 2021 to 2023 and M3-Brigade Acquisition IV Corp.

from 2021 to 2022.

Meghji currently serves as Chairman of M3-Brigade

Acquisition VI Corp.’s board of directors.

Meghji has served as the Managing Partner of M3 Partners, LP since 2015 and

is a nationally recognized U.S.

turnaround professional with a track record of building value across a wide range of sectors, including

power, energy and industrials.

M3 Partners is a merchant banking, investment and restructuring advisory firm founded by Mr.

which provides operational, strategic and financial advisory solutions to support complex businesses at inflection points in their growth

Meghji has more than 30 years of advisory and management experience in building value in companies that are

facing financial, operational or strategic inflection points and transitions.

He has accomplished this through both operating management

and financial advisory roles, often in partnership with some of the world’s leading financial institutions, private equity firms

and hedge fund investors.

Meghji has led the

repositioning of, and driven value creation at, numerous businesses over the past two decades in an operating management or financial

advisory capacity.

In his capacity as a restructuring and financial advisory professional, Mr.

Meghji has served periodically as

Chief Restructuring Officer (or in an analogous position) of companies which elected to utilize bankruptcy proceedings as a part of their

financial restructuring process and, as such, he served as an executive officer of various companies which filed bankruptcy petitions

under federal law, including, without limitation, Mondee Holdings, Inc., True Value Company, L.L.C.

and Zachry Holdings, Inc.

in 2024, Sorrento Therapeutics, Inc.

and Whittaker Clark &

Daniels, Inc.

in 2023, 245 Park Avenue Property LLC and 181 West Madison Property LLC in 2021, PWM Property Management LLC in 2021, Seadrill

Partners LLC, Sable Permian Resources, LLC and Sanchez Energy Corporation in 2020, Barneys Inc.

in 2019, and Sears Holdings Corporation

Sorrento Therapeutics, Inc.

and Whittaker Clark & Daniels, Inc.

in 2023, 245 Park Avenue Property LLC and 181 West Madison Property

LLC in 2021, PWM Property Management LLC in 2021, Seadrill Partners LLC, Sable Permian Resources, LLC and Sanchez Energy Corporation in

2020, Barneys Inc.

in 2019, and Sears Holdings Corporation in 2018.

In that same capacity, Mr.

Meghji also has periodically served as an independent director of companies, some of which similarly

elected to utilize bankruptcy proceedings, including Philadelphia Energy Solutions Refining and Marketing LLC from August 2017 through

March 2018, Toys ‘r Us from September 2017 through September 2018, Full Beauty Brands from August 2018 through February 2019, Intelsat

Envision Holdings from May 2020 through March 2022, Frontier Communications from 2019 through 2021 and SHOPKO from 2018 through 2019.

Meghji’s most recent corporate management role was at Springleaf, a subprime consumer finance company (now known as OneMain

Holdings, Inc.

OMF)), where he served as Executive Vice President and Head of Strategy and as Chief Executive Officer of its captive

insurance companies, Merit Life Insurance Co.

Meghji also has periodically served

as an independent director of companies, some of which similarly elected to utilize bankruptcy proceedings, including Philadelphia Energy

Solutions Refining and Marketing LLC from August 2017 through March 2018, Toys ‘r Us from September 2017 through

September 2018, Full Beauty Brands from August 2018 through February 2019, Intelsat Envision Holdings from May 2020

through March 2022, Frontier Communications from 2019 through 2021 and SHOPKO from 2018 through 2019.

Meghji’s most

recent corporate management role was at Springleaf, a subprime consumer finance company (now known as OneMain Holdings, Inc.

where he served as Executive Vice President and Head of Strategy and as Chief Executive Officer of its captive insurance companies, Merit

Life Insurance Co.

and Yosemite Insurance Company, from 2012 to 2014.

These insurance companies provided life,

property and casualty insurance coverage to Springleaf’s customers.

Springleaf was created in late-2010 when American International

sold 80% of its subsidiary, American General Finance Inc., to affiliates of Fortress Investment Group LLC.

At the time of

the sale, American General Finance Inc.

provided consumer loans, retail financing and mortgages to more than one million families through

more than 1,100 branches located across the United States, Puerto Rico, the Virgin Islands and the United Kingdom.

After multiple years

of operating losses, Springleaf turned profitable in 2013 as a result of the strategic, management and operational improvements implemented

by its new ownership and management team, evidencing a significant turnaround in its performance.

These insurance companies provided life, property and casualty insurance

coverage to Springleaf’s customers.

Springleaf was created in late-2010 when American International Group, Inc.

its subsidiary, American General Finance Inc., to affiliates of Fortress Investment Group LLC.

At the time of the sale, American

General Finance Inc.

provided consumer loans, retail financing and mortgages to more than one million families through more than 1,100

branches located across the United States, Puerto Rico, the Virgin Islands and the United Kingdom.

After multiple years of operating

losses, Springleaf turned profitable in 2013 as a result of the strategic, management and operational improvements implemented by its

new ownership and management team, evidencing a significant turnaround in its performance.

Springleaf went public in October 2013

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As part of its senior management team and Head of Strategy for the company, Mr.

Meghji played a key role

in this successful transition.

Matthew Perkal , who serves as our

Chief Executive Officer and one of our directors, also served as an Executive Vice President of the Second SPAC and as Chief Executive

Officer of the Third SPAC and the Fourth SPAC.

Meghji played

a key role in this successful transition.

Robert (“Reeve”)

Collins serves as our Chief Executive Officer and is an entrepreneur in the digital asset and financial technology sectors

with over a decade of experience building blockchain-based financial infrastructure.

Collins co-founded Tether (USDT), the first

and most widely adopted stablecoin, and served as its founding Chief Executive Officer from September 2013 to September 2015.

Collins subsequently co-founded BLOCKv and later SmartMedia Technologies, a Web3 platform focused on programmable assets

and enterprise engagement solutions, where he was actively involved from 2017 until 2023.

Collins has worked extensively in tokenized

financial systems, digital asset markets and blockchain-based payments infrastructure.

Since 2024, Mr.

Perkal has led Brigade’s industry coverage for various sectors including

retail, consumer, gaming and lodging, and has structured and led many of the firm’s successful deals in the private credit space

including Barney’s and Sears.

Perkal currently serves on the board of directors for Guitar Center Inc..

He also served as a

Director of Greenfire Resources Ltd.

GFR) from the time of its merger with the Second SPAC in September 2023 through December 2024.

In his capacity as a restructuring and financial advisory professional, Mr.

Perkal served as an independent director of companies, some

of which elected to utilize bankruptcy proceedings, including Guitar Center from December 2020 through present and Gymboree from September

Collins has co-founded and

served as Chairman of STBL, a stablecoin protocol, and WeFi, an on-chain financial platform, focused on blockchain-enabled banking

infrastructure.

Through these roles, Mr.

Collins has led the development of digital asset products and infrastructure intended to support

stablecoin adoption and blockchain-based financial services.

Collins received a B.A.

in Marketing and Finance from Washington

State University.

Matthew Perkal ,

serves as our Chief Operating Officer and a director on the Board.

Perkal has also served as an Executive Vice President of M3-Brigade Acquisition II

and as Chief Executive Officer of M3-Brigade Acquisition III Corp.

and M3-Brigade Acquisition IV Corp.

currently serves as Chief Executive Officer and as a director of M3-Brigade Acquisition VI Corp.

Since 2010, Mr.

Perkal has led Brigade

Capital Management, LP’s industry coverage for various sectors including retail, consumer, gaming and lodging, and has structured

and led many of the firm’s successful deals in the private credit space including Barney’s and Sears.

Perkal currently

serves on the board of directors for Guitar Center Inc.

He also served as a Director of Greenfire Resources Ltd.

the time of its merger with M3-Brigade Acquisition II Corp.

in September 2023 through December 2024.

In his capacity

as a restructuring and financial advisory professional, Mr.

Perkal served as an independent director of companies, some of which

elected to utilize bankruptcy proceedings, including Guitar Center from December 2020 through present and Gymboree from September 2017

through June 2020.

Prior to joining Brigade, Mr.

Perkal worked at Deutsche Bank as an Analyst in the Leveraged Finance Group from

Perkal worked at Deutsche Bank as an Analyst in the Leveraged Finance Group

from 2008-2010.

In that capacity, Mr.

Perkal also spent time on the Leveraged Debt Capital Markets Desk, selling both bank and bond deals.

Perkal received a BS in Economics with a concentration in Finance and Accounting from the University of Pennsylvania’s Wharton

School of Business.

Eric Greenhaus serves as our Chief

Financial Officer.

Greenhaus has been employed by M3 Partners since March 2020, where he currently is a Director.

During his tenure

at M3 Partners, Mr.

Greenhaus has provided restructuring advisory and performance improvement services, as well as assisting with SEC

reporting and transaction modeling for the Second SPAC and the Third SPAC.

Perkal also spent time on the Leveraged Debt Capital Markets Desk, selling both bank and

Perkal received a BS in Economics with a concentration in Finance and Accounting from the University of Pennsylvania’s

Wharton School of Business.

Eric Greenhaus serves

as our Chief Financial Officer.

Greenhaus has been employed by M3 Partners, LP since March 2020, where he currently is a

During his tenure at M3 Partners, Mr.

Greenhaus has provided restructuring advisory and performance improvement services,

as well as assisting with SEC reporting and transaction modeling for M3-Brigade Acquisition II Corp.

and M3-Brigade Acquisition III

Greenhaus currently serves as Chief Financial Officer of M3-Brigade Acquisition VI Corp.

Prior to joining M3 Partners, Mr.

Greenhaus worked at KPMG

in their Deal Advisory & Strategy department from March 2018 through February 2020.

Greenhaus also worked at Deloitte as an audit

associate from September 2016 to February 2018, during which he maintained a Certified Public Accounting license.

Greenhaus has extensive

experience auditing and analyzing financial statements, conducting financial due diligence, managing liquidity, creating financial and

forecasting models, business planning, and advising senior executives on strategic initiatives.

Greenhaus received a Master of Accounting

from the University of Michigan in 2016 and a B.A.

in Business Administration from the University of Michigan in 2015.

He currently sits

on the Board of Directors of Triton Financial Limited.

worked at KPMG in their Deal Advisory & Strategy department from March 2018 through February 2020.

also worked at Deloitte as an audit associate from September 2016 to February 2018, during which he maintained a Certified Public

Accounting license.

Greenhaus has extensive experience auditing and analyzing financial statements, conducting financial due

diligence, managing liquidity, creating financial and forecasting models, business planning, and advising senior executives on strategic

Greenhaus received a Master of Accounting from the University of Michigan in 2016 and a B.A.

in Business Administration

from the University of Michigan in 2015.

He currently sits on the board of directors of Triton Financial Limited.

Chinh Chu serves

as our President.

Chu is the Senior Managing Partner of CC Capital, a private investment firm which he founded in 2016.

has over 30 years of investment and acquisition experience.

Before founding CC Capital, Mr.

Chu worked at Blackstone from 1990 to

Chu was a Senior Managing Director at Blackstone beginning in 2000 and previously served as Co-Chair of Blackstone’s

Private Equity Executive Committee and as a member of Blackstone’s Executive Committee.

Chu also served as the Chief Executive

Officer and Director of CC Neuberger Principal Holdings II, a special purpose acquisition company he co-founded, from May 2020 until the

consummation of the business combination with Getty Images, Inc.

to form Getty Images Holdings, Inc.

in July 2022.

as Chief Executive Officer and director of CC Neuberger Principal Holdings I from January 2020 until the consummation of the business

combination with E2open Holdings, LLC in February 2021.

Chu has served on the board of directors of Getty Images Holdings, Inc.

since July 2022.

He previously served as a director of E2open Holdings, LLC, Dun & Bradstreet Holdings, Inc., Kronos Incorporated,

SunGard Data Systems, Inc., Stiefel Laboratories, Freescale Semiconductor, Ltd.

Biomet, Inc., Alliant, Celanese Corporation, Nalco Company,

DJO Global, Inc., HealthMarkets, Inc., Nycomed, Alliant Insurance Services, Inc., the London International Financial Futures and Options

Exchange, Graham Packaging and AlliedBarton Security Services.

Chris Chaice serves

as our Executive Vice President and also served as an Executive Vice President of the Second SPAC and the Third SPAC.

Since November

Chaice has advised the Brigade investment team with respect to structuring investments, restructurings, bond and bank debt

covenants, and litigations.

Chaice served as a Senior Credit Attorney at Brigade from November 2012 until January 2021 and as Senior

Attorney, Private Credit and Restructuring, from January 2021 until March 2022.

In his capacity as a restructuring and financial advisory

professional, Mr.

Chaice served as an independent director of companies, some of which elected to utilize bankruptcy proceedings, including

Sanchez Energy Corporation from October 2023 through present.

as our Executive Vice President.

Since November 2012, Mr.

Chaice has advised the M3-Brigade investment team with respect

to structuring investments, restructurings, bond and bank debt covenants, and litigations.

Chaice served as a Senior Credit Attorney

at Brigade Capital Management, LP from November 2012 until January 2021 and as Senior Attorney, Private Credit and Restructuring,

from January 2021 until March 2022.

Chaice currently serves as Executive Vice President of M3-Brigade Acquisition VI Corp.

In his capacity as a restructuring and financial advisory professional, Mr.

Chaice served as an independent director of companies,

some of which elected to utilize bankruptcy proceedings, including Sanchez Energy Corporation from October 2023 through present.

Since April 2022, Mr.

Chaice has served as a Partner & Head of Distressed

Research at Brigade.

Prior to joining Brigade, from July 2008 to October 2012, Mr.

Chaice has served as a Partner & Head of Distressed Research at Brigade.

Prior to joining Brigade

Capital Management, LP, from July 2008 to October 2012, Mr.

Chaice worked at Covenant Review, a fixed-income research

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Additionally, from August 2006 to May 2008,

Chaice worked as an Analyst at Southpaw Asset Management, where he analyzed event-driven investment opportunities relating to bankruptcies,

restructurings, liquidations and litigation.

Chaice worked as an Analyst at Southpaw Asset Management, where he analyzed event-driven investment opportunities relating

to bankruptcies, restructurings, liquidations and litigation.

Prior to Southpaw, Mr.

Chaice practiced law at Cahill Gordon & Reindel from September

1999 to September 2005, and at Willkie Farr & Gallagher from September 2005 to August 2006, where he specialized in capital markets

transactions, primarily representing underwriters of high yield bonds and leveraged loans.

Chaice received a BA in Political Science

from Syracuse University and a law degree, cum laude, from New York University School of Law.

Charles Garner is an accomplished

business and legal professional, with over 35 years of experience in M&A, corporate finance and business management.

He was actively

involved in all aspects of the business plan of the Prior SPACs, including formation, management and business combination activities.

Garner joined M3 Partners in 2015 and currently serves as Senior Managing Director and General Counsel of M3 Partners.

began his career in 1987 as an attorney at Simpson Thacher & Bartlett, a leading international law firm, where he rose to become a

Chaice practiced law at Cahill Gordon &

Reindel from September 1999 to September 2005, and at Willkie Farr & Gallagher from September 2005 to August 2006,

where he specialized in capital markets transactions, primarily representing underwriters of high yield bonds and leveraged loans.

received a BA in Political Science from Syracuse University and a law degree, cum laude, from New York University School of Law.

Charles Garner serves

as a director on our Board and is an accomplished business and legal professional, with over 35 years of experience in M&A, corporate

finance and business management.

He was actively involved in all aspects of the business plan of the M III Acquisition Corp., M3-Brigade Acquisition II

Corp., M3-Brigade Acquisition III Corp., M3-Brigade Acquisition IV Corp.

and BM3EAC Corp., including formation, management

and business combination activities.

Garner currently serves as Executive Vice President of M3-Brigade Acquisition VI Corp.

joined M3 Partners, LP in 2015 and currently serves as Senior Managing Director and General Counsel of M3 Partners.

his career in 1987 as an attorney at Simpson Thacher & Bartlett, a leading international law firm, where he rose to become a

partner in the corporate/banking group.

Garner has served as Executive Managing Director and Chief Operating Officer of Island Capital

Group LLC, a real estate-focused merchant banking firm, where he played key roles in the formation of Emirates National Securitisation

Garner has served as Executive Managing Director and Chief Operating Officer of Island

Capital Group LLC, a real estate-focused merchant banking firm, where he played key roles in the formation of Emirates National Securitisation

Corporation (a joint venture with various entities of the Government of Dubai to create a mortgage securitization market in Dubai) and

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Among other positions, Mr.

Garner also has served

as Interim CEO of a European industrial software company focused on the utilities industry.

Garner served as a director of IEA (with

a short period of interruption) from March 2018 through its merger with MasTec, Inc.

in October 2022 and served as the Chair of various

Special Committees of independent directors of IEA in the review of financing and related transactions that led to the material increase

in the equity and enterprise values of IEA during that period.

Frederick Arnold is a director.

Arnold has over 40 years of experience in investment banking, corporate management and board governance.

Arnold serves as a member

of the boards of directors of Lehman Brothers Holdings Inc.

since 2012 (and has served as Chairman of the Board since from January 2019),

Pepco Group NV from June 2024 and Navient Corporation (NASDAQ:

NAVI) since August 2018.

He also has served as a director of Cyxtera Technologies,

from April 2023 - January 2024, the Third SPAC from October 2021 - September 2023, Valaris PLC (NYSE:

VAL) from November 2019 - April

2021, The We Company (and as a member of the New Committee) from June 2020 - July 2020, Corporate Capital Trust II from 2015 - 2016, Corporate

Capital Trust (NYSE:

CCT) from 2011 - December 2018 (Chairman 2017 - 2018), various members of the family of funds advised by FS/KKR Advisor,

LLC (including FS KKR Capital Corp.

FSK), FS Investment Corp II, FS Investment Corp.

III and FS Investment Corp.

IV) from December

2018 - November 2019, Syncora Holdings Ltd.

SYCRF) from September 2016 - January 2020, and CIFC Corp.

CIFC) from 2011

From 2015 - 2017, Mr.

Arnold served as Managing Director and Chief Financial Officer of Convergex Group, LLC.

Prior to that, he

served as Executive Vice President and Chief Financial Officer of Capmark Financial Group Inc.

from 2009 - 2011 and as Executive Vice

President, Finance, for Masonite International Inc.

from 2006 - 2007.

From 2000 - 2004, Mr.

Arnold served in various executive capacities

for Willis Group Holdings and its subsidiaries, including as EVP of Finance, Development and Administration of Willis NA, and Group Chief

Administrative Officer and Group Executive Vice President, Strategic Development, for Willis Group Holdings.

Arnold began his career

in investment banking at Lehman Brothers in 1980 and spent the following twenty years as an international investment banker, primarily

at Lehman Brothers and at Smith Barney, where he served as Managing Director and Head of European Corporate Finance.

Arnold earned

summa cum laude, in Economics from Amherst College, a MA in Jurisprudence from Oxford University and a J.D.

from Yale Law School.

Benjamin Fader-Rattner is

a director and has been a Managing Director at Nexus Capital Management LP since December 2023 where he focuses on credit opportunities.

Garner also has

served as Interim CEO of a European industrial software company focused on the utilities industry.

Garner served as a director

of IEA (with a short period of interruption) from March 2018 through its merger with MasTec, Inc.

in October 2022 and served

as the Chair of various Special Committees of independent directors of IEA in the review of financing and related transactions that led

to the material increase in the equity and enterprise values of IEA during that period.

Benjamin Fader-Rattner serves

as a director on our Board and has been a Managing Director at Nexus Capital Management LP since December 2023 where he focuses

on credit opportunities.

Prior to joining Nexus, Mr.

Fader-Rattner led Space Summit Capital LLC, a special situations investment fund which he founded in January

Previously, Mr.

Fader-Rattner served as a director of the Third SPAC from October 2021 - September 2023 and he also served as President

and a director of Osiris Acquisition Corp., a publicly listed special purpose acquisition company, from May 2021 - May 2024.

founding Space Summit Capital LLC, Mr.

Fader-Rattner was a Managing Director at Canyon Partners, where he led investments across the

capital structure in several industries including retail and consumer, from 2008 to July 2020.

Fader-Rattner led Space Summit Capital LLC, a special situations investment

fund which he founded in January 2021.

Fader-Rattner currently serves as a director of M3-Brigade Acquisition VI Corp.

Fader-Rattner served as a director of the Third SPAC from October 2021 — September 2023 and he

also served as President and a director of Osiris Acquisition Corp., a publicly listed special purpose acquisition company, from May 2021

Prior to founding Space Summit Capital LLC, Mr.

Fader-Rattner was a Managing Director at Canyon Partners,

where he led investments across the capital structure in several industries including retail and consumer, from 2008 to July 2020.

Prior to Canyon, Mr.

Fader-Rattner was

an analyst at Glenview Capital in 2007, where he invested primarily in debt opportunities, an associate at The Carlyle Group from 2005

to 2007, where he focused on leveraged buyout transactions, and an analyst at Bear, Stearns & Co.

Fader-Rattner was an analyst at Glenview Capital in 2007, where he invested primarily in debt opportunities,

an associate at The Carlyle Group from 2005 to 2007, where he focused on leveraged buyout transactions, and an analyst at Bear, Stearns &

from 2003 to 2005.

Fader-Rattner

received a B.S.

in Economics, summa cum laude, from The Wharton School at the University of Pennsylvania.

Number and Terms of Office of Officers and

Our board of directors consists of four members

and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those

directors appointed prior to our first annual general meeting) serving a three-year term.

Fader-Rattner received a B.S.

in Economics, summa cum laude, from The Wharton School at the

University of Pennsylvania.

Thomas Fairfield serves

as a director on our Board with over 40 years of experience in M&A, corporate finance and business management.

serves as the Chief Financial Officer, Chief Operating Officer and Secretary of byNordic Acquisition Corporation (OTC:

provides strategic business consulting services through Cambio Group LLC (“Cambio”) that he founded and has owned since July 2018.

In connection with recent Cambio engagements, Mr.

Fairfield served as Chief Restructuring Officer of Rhino Resource Partners LP (“Rhino”),

an energy company, from May 2020 through the effective date of the plan of liquidation in Rhino’s Chapter 11 bankruptcy

in February 2021, as President and Chief Executive Officer and a member of the board of managers of Journey Group Acquisition Co.,

LLC, a death care services company, from October 2018 to December 2023, and as President and Chief Restructuring Officer of

V3 Commodities Group Holdings, LLC, a specialty finance company serving the retail energy services sector, from April 2024 through

December 2024.

From November 2021 through the fourth quarter of 2023 Mr.

Fairfield has served as independent investor representative

for investment funds managed by White Oak Partners and Periscope Capital Inc.

Fairfield also served as a member of the board

of managers of Casablanca Holdings GP LLC, a holding company for Apple Leisure Group, a hospitality and travel services company, from

May 2020 to December 2020 and has been a member of the board of managers of Family Services Holdings, LLC, a death care services

company, since June 2021.

Fairfield has a Juris Doctorate degree from Georgetown University Law Center and a B.S.F.S.

Georgetown University.

He is admitted to the bar of the states of Connecticut, Pennsylvania, New York, and the District of Columbia,

and is a member of the American Bar Association.

Edward Murphy serves

as a director of our Board and is a seasoned financial services professional with over 35 years of expertise, having held roles

in sales, trading, portfolio management, capital raising, financial analysis, structuring, and has managed investment vehicles with over

$11 billion dollars in assets.

Murphy has held multiple positions across various financial institutions, such as Goldman

Sachs & Co., Guggenheim Partners, and Cantor Fitzgerald & Co.

Murphy founded and contributed to the development

of a secondary trading platform for Institutional Credit Partners and has provided capital raising, financial analysis and sales services

to Propellr, a creation, management, and servicing platform for digitally held assets.

Murphy founded Reade Street Ventures,

L.L.C., a financial advisory firm engaged in capital market activities spanning the real estate, FinTech, art finance and blockchain sectors.

Throughout his career, Mr.

Murphy has pioneered disruptive financial strategies, leveraging smaller platforms to democratize investment

products traditionally exclusive to large firms.

Murphy received a Bachelor of Arts in Philosophy and Economics from Columbia

Paul Kopsky serves

as a director of our Board and has over 30 years of experience in accounting and financial matters.

Since 2020, Mr.

served as the owner and principal of Hawk Advisory, LLC (“HAWK Advisory”), a consulting company providing executive leadership

and consulting services in connection with various M&A activities, debt financings, restructuring, financial, accounting, and operational

Kopsky also currently serves as the principal of Cambio Group LLC (“Cambio”), a consulting firm providing

strategic business consulting services to private equity firms across the real estate, financial services and healthcare industries.

Kopsky currently serves as Chief Executive Officer and member of the board of managers of Family Services Holdings LLC, a death care services

Kopsky has held several key leadership positions in privately owned companies in connection with his engagements through

Cambio and HAWK Advisory.

Previously, Mr.

Kopsky served as interim Chief Operating Officer of Vantem Global, Inc., a modular systems

construction company and from October 2024 to July 2025, Mr.

Kopsky served as the Vice President of V3 Commodities Group

Holdings, LLC, a specialty finance company engaged in the retail energy services sector.

Kopsky also served as the Chief Operating

Officer of MCRM Fertility, from May 2021 to October 2024.

From October 2018 to December 2023, Mr.

Kopsky served

as the Chief Operating Officer and member of the board of managers of Journey Group Acquisition Co., LLC, a death care services company.

Kopsky served on the board of Paramount Financial Group and Paramount Bank from January 2018 until March 2024.

Prior to providing strategic

business consulting through HAWK Advisory and Cambio, Mr.

Kopsky served in various executive finance and accounting leadership roles,

including, Chief Financial Officer of RAIT Financial Trust (NASDAQ-RAIT) from February 2017 to August 2017, and Executive Vice

President and Chief Operating Officer for Hunt Companies, Inc., a diversified financial services holding company, from September 2013

to November 2016.

From March 2011 to September 2013, Mr.

Kopsky was Managing Director in the Investment Banking and

Project Finance department of Jefferies & Company, Inc., a global investment banking company and broker-dealer.

Additionally,

Kopsky has held executive financial leadership roles at Capmark Financial Group, Inc., a publicly listed commercial mortgage

company, Reinsurance Group of America, Incorporated (NYSE-RGA), a publicly traded life reinsurance company, Nationwide Insurance Group,

a diversified insurance and financial services company, Lincoln Financial Group (NYSE-LNC), a publicly-traded life insurance company,

and Conning Corporation (NASDAQ-CNNG), an asset manager, and its majority owners — MetLife, an insurance company, and

Swiss Re, a reinsurance company.

Kopsky earned his BSBA in accounting and finance from Creighton University and an MBA from the

University of Chicago.

Franklin Tsung serves

as a director of our Board and is a veteran financial services executive with nearly 15 years of leadership experience operating

at the intersection of private equity and enterprise software.

Since 2006, Mr.

Tsung has served as Chief Executive Officer of Blackcrown

Inc., an independent principal firm and registered investment advisor focusing on private equity advisory with an emphasis on investment

origination advisory services and portfolio company advisory services.

Since 2015, Blackcrown has been principal buy-side advisor,

working in coordination with institutional financial sponsors on over $7 billion in private equity processes.

Additionally, Mr.

actively serves as the Chief Growth Officer for AppCrown LLC, a privately held financial technology company specializing in enterprise

data integration for independent registered investment advisors, broker-dealers, and insurance carriers in order to enhance advisor productivity,

scalability and regulatory compliance.

Tsung started his career at Merrill Lynch and is a Certified Senior Advisor with the Society

of Certified Senior Advisors.

Tsung matriculated from the Fu Foundation School of Engineering at Columbia University.

Number and Terms of Office of Officers and Directors

Our Board consists of seven

members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for

those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with Nasdaq corporate governance

requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing

requirements, we are not required to hold an annual general meeting until one year after the first fiscal year end following our listing

The term of office of the first class of directors, consisting of Mr.

Fader-Rattner will expire at our first annual general

Fader-Rattner and Mr.

Murphy, will expire

at our first annual general meeting.

The term of office of the second class of directors, consisting of Mr.

Arnold will expire at the second annual general meeting.

Fairfield and Mr.

will expire at the second annual general meeting.

The term of office of the third class of directors, consisting of Mr.

Meghji and Mr.

Perkal will expire at the third annual general meeting.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated

memorandum and articles of association.

Kopsky, will expire at the third annual general meeting.

Our officers are appointed by the Board and serve at the Board’s

discretion, rather than for specific terms of office.

The Board is authorized to appoint officers as it deems appropriate pursuant to

our amended and restated memorandum and articles of association.

Director Independence

rules require that a majority of our board of directors be independent within one year of our IPO.

An “independent director”

is defined generally as a person who, in the opinion of the Company’s board of directors, has no material relationship with the

listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

We have two “independent directors” as defined in Nasdaq rules and applicable SEC rules.

Our board of directors has determined

Arnold and Mr.

Fader-Rattner are “independent directors” as defined in Nasdaq listing standards and applicable SEC

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Pursuant to Nasdaq’s

phase-in rules for newly listed companies, we have one year from the date on which we were first listed on Nasdaq for a majority of our

board of directors to be independent.

We intend to appoint at least one additional independent director within the applicable time period.

Nasdaq rules require that

a majority of the Board be independent within one year of our IPO.

An “independent director” is defined generally as a person

who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or

as a partner, shareholder or officer of an organization that has a relationship with the company).

We have five “independent directors”

as defined in Nasdaq rules and applicable SEC rules.

The Board has determined that Mr.

Fader-Rattner, Mr.

Fairfield, Mr.

Tsung are “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules.

The independent

directors have regularly scheduled meetings at which only independent directors are present.

Pursuant to Nasdaq’s phase-in rules

for newly listed companies, we had one year from the date on which we were first listed on Nasdaq to have an independent board of directors,

which we satisfied within the applicable time period.

Committees of the Board of Directors

Our board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require

that the audit committee of a listed company be comprised solely of independent directors.

Each committee operates under a charter that

was approved by our board and has the composition and responsibilities described below.

Our board of directors has

three standing committees:

an audit committee, compensation committee, and corporate governance and nominating committee.

Subject to phase-in

rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely

of independent directors.

Each committee operates under a charter that was approved by our board and has the composition and responsibilities

described below.

Audit Committee

Our board of directors has established an audit

committee of the board of directors.

Arnold and Mr.

Fader-Rattner serve as the members of our audit committee.

Under the Nasdaq listing

standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent.

Arnold and Mr.

Fader-Rattner are each independent.

Pursuant to Nasdaq’s phase-in rules for newly listed companies, we have one

year from the date on which we were first listed on Nasdaq for our audit committee to be made up of three independent directors.

to appoint an additional independent director to our audit committee within the applicable time period.

Arnold serves as the chairman of the audit

Each member of the audit committee is financially literate and our board of directors has determined that Mr.

Arnold qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal

functions of the audit committee, including:

● assisting board oversight of (1) the integrity of our financial

statements, (2) our compliance with legal and regulatory requirements, (3) our independent

registered public accounting firm’s qualifications and independence, and (4) the performance

of our internal audit function and independent registered public accounting firm;

the appointment,

compensation, retention, replacement, and oversight of the work of the independent auditors

and any other independent registered public accounting firm engaged by us;

● pre-approving all audit and non-audit services to be provided

by the independent registered public accounting firm or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and

discussing with the independent registered public accounting firm all relationships the independent

registered public accounting firm have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

obtaining and reviewing a report, at least annually,

from the independent registered public accounting firm describing (1) the independent registered

public accounting firm’s internal quality-control procedures and (2) any material issues

raised by the most recent internal quality-control review, or peer review, of the independent

registered public accounting firm, or by any inquiry or investigation by governmental or

professional authorities, within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements

and quarterly financial statements with management and the independent registered public

accounting firm, including reviewing our specific disclosures under “ Management’s

Discussion and Analysis of Financial Condition and Results of Operations ”;

and approving any related party transaction required to be disclosed pursuant to Item 404

of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public

accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance

matters, including any correspondence with regulators or government agencies and any employee

complaints or published reports that raise material issues regarding our financial statements

or accounting policies and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Our board of directors has

established an audit committee of the board of directors.

Fader-Rattner, Mr.

Fairfield, Mr.

Murphy and Mr.

serve as the members of the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have three

members of the audit committee, all of whom must be independent.

Fairfield, Mr.

Fader-Rattner, Mr.

Murphy and Mr.

are each independent.

Kopsky serves as

the chairman of the audit committee.

Each member of the audit committee is financially literate and the Board has determined that

Kopsky qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance with

legal and regulatory requirements, (3) our independent registered public accounting firm’s

qualifications and independence, and (4) the performance of our internal audit function and

independent registered public accounting firm;

the appointment, compensation, retention,

replacement, and oversight of the work of the independent auditors and any other independent

registered public accounting firm engaged by us;

● pre-approving

all audit and non-audit services to be provided by the independent registered public accounting

firm or any other registered public accounting firm engaged by us, and establishing pre-approval

policies and procedures;

reviewing and discussing with the independent registered public

accounting firm all relationships the independent registered public accounting firm have

with us in order to evaluate their continued independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public

accounting firm describing (1) the independent registered public accounting firm’s

internal quality-control procedures and (2) any material issues raised by the most recent

internal quality-control review, or peer review, of the independent registered public accounting

firm, or by any inquiry or investigation by governmental or professional authorities, within

the preceding five years respecting one or more independent audits carried out by the firm

and any steps taken to deal with such issues;

to review and discuss our annual audited financial statements and quarterly financial statements

with management and the independent registered public accounting firm, including reviewing

our specific disclosures under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports that

raise material issues regarding our financial statements or accounting policies and any significant

changes in accounting standards or rules promulgated by the Financial Accounting Standards

Board, the SEC or other regulatory authorities.

Compensation Committee

Our board of directors has established a compensation

committee of our board of directors.

Our board of directors has

established a compensation committee.

The members of our compensation committee are Mr.

Arnold and Mr.

Fader-Rattner, and Mr.

Fader-Rattner

serves as chair of the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have a

compensation committee of at least two members, all of whom must be independent.

Arnold and Mr.

Fader-Rattner are each independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our

chief executive officer’s compensation, evaluating our chief executive officer’s

performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our chief executive officer’s based on such evaluation;

Fader-Rattner, Mr.

Murphy and Mr.

Fairfield serves as chair of the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required

to have a compensation committee of at least two members, all of whom must be independent.

Fader-Rattner, Mr.

Murphy and Mr.

are each independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee,

and approving on an annual basis the corporate goals and objectives relevant to our chief

executive officer’s compensation, evaluating our chief executive officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if

any) of our chief executive officer’s based on such evaluation;

and making recommendations to our board of directors with respect to the compensation, and

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evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is

directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving

advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence

of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee

though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance

with Rule 5605(e) (2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by

our board of directors.

Our board of directors believes that the independent directors can satisfactorily carry out the responsibility

of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will

participate in the consideration and recommendation of director nominees are Messrs.

Arnold and Fader-Rattner.

In accordance with Rule

5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have a

nominating committee charter in place.

The board of directors will also consider director

candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment

at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that wish to nominate a director

for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles

of association.

We have not formally established any

specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

The amended and restated memorandum

and articles of association also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of

a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight

of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or

any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq

Corporate Governance and Nominating Committee

We have established a corporate

governance and nominating committee of our board of directors.

The members of the corporate governance and nominating committee are Mr.

Murphy and Mr.

Fader-Rattner, and Mr.

Fairfield serves as chair of the corporate governance and nominating committee.

Our board of directors has

adopted a corporate governance and nominating committee charter, which details the principal functions of the corporate governance and

nominating committee, including:

● identifying

and screening individuals for election to the Board, consistent with criteria approved by

● recommending

to the Board the director nominees for election at each meeting of shareholders at which

directors will be elected (including incumbent directors seeking reelection that are subject

to the committee’s nomination process);

the Board’s annual self-evaluation process;

and assessing the adequacy of the charter on an annual basis and recommend any proposed changes

to the Board for approval.

Our amended and restated memorandum

and articles of association also provides that the corporate governance and nominating committee may, in its sole discretion, retain or

obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for

approving the search firm’s fees and other retention terms.

We have not formally established

any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying

and evaluating nominees for director, our board of directors considers educational background, variety of professional experience,

knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests

of our shareholders.

and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge

of its business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of its shareholders.

Prior to the initial business combination, our shareholders will not have the right to recommend director candidates for nomination to

our board of directors.

Compensation Committee Interlocks and Insider

Participation

None of our executive officers currently serves,

in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving

on our board of directors.

None of our executive officers

currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more executive

officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics

applicable to our directors, officers and employees (the “Code of Ethics”).

The Code of Ethics codifies the business and

ethical principles that govern all aspects of our business.

A copy of the Code of Ethics is attached as an exhibit to this Annual Report.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any

waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal

financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable

SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.

We have adopted

a Code of Ethics applicable to our directors, officers and employees (the “Code of Ethics”).

The Code of Ethics codifies the

business and ethical principles that govern all aspects of our business.

A copy of the Code of Ethics is attached as an exhibit to this

Annual Report.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments,

or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer,

principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under

applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website.

Insider Trading Policy

We have adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities

by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules

and regulations, and listing standards applicable to the Company.

A copy of our Securities Trading Policy is attached as Exhibit 19.1

to this Annual Report.

We have adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our Securities Trading Policy is attached as Exhibit 19.1 to this Annual Report.

Section 16 (a) Beneficial Ownership Reporting

Section 16(a) of the Securities

Exchange Act of 1934, as amended, requires our executive officers, directors and persons who beneficially own more than ten percent of

our Class A Common Stock to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also required

to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of such Forms, we believe that there were no

delinquent filers during the year ended December 31, 2025.

Conflicts of Interest

Under Cayman Islands law, directors and officers

owe the following fiduciary duties:

(i) duty to act in good faith in what the director or officer believes

to be in the best interests of the Company as a whole;

Under Cayman Islands law,

directors and officers owe the following fiduciary duties:

(i) duty to act in good faith in what the director or officer

believes to be in the best interests of the Company as a whole;

(ii) duty to exercise powers for the purposes for which those powers

were conferred and not for a collateral purpose;

(iii) directors should not improperly fetter the exercise of future discretion;

(iv) duty to exercise powers fairly as between different sections of

shareholders;

(v) duty not to put themselves in a position in which there is a conflict

between their duty to the Company and their personal interests;

(iii) directors should not improperly fetter the exercise of future

(iv) duty to exercise powers fairly as between different sections

of shareholders;

(v) duty not to put themselves in a position in which there is

a conflict between their duty to the Company and their personal interests;

(vi) duty to exercise independent judgment.

In addition to the above, directors also owe a

duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the Company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result

of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the memorandum

and articles of association or alternatively by shareholder approval at general meetings.

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 entity, subject to their fiduciary duties under Cayman Islands law.

In addition to the above,

directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably

diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same

functions as are carried out by that director in relation to the Company and the general knowledge skill and experience of that director.

As set out above, directors

have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit

as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized

in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted

in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

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 entity, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated

memorandum and articles of association provide 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

(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.

Below is a table summarizing the entities to which

our officers and directors currently have fiduciary duties or contractual obligations:

Entity’s Business

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.

Below is a table summarizing

the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

M-III Partners, LP

1 unchanged sentence

Managing Partner

M3-Brigade Acquisition VI Corp.

Special Purpose Acquisition Company

Executive Chairman

Financial Advisory Services

Founder and Senior Managing Partner

The Westaim Corporation

Financial Advisory Services

Executive Chairman

Arena Investors

Financial Advisory Services

Ceres Life Insurance Company

Life Insurance

Wilshire Advisors, LLC

Financial Advisory Services

Getty Images Holdings, Inc.

Robert Rivas (“Reeve”) Collins

Pi Technologies LTD

Quantum Capital

Stablecoin Platform

Financial Services

Co-Founder and Chairman

Holdings Ltd.

Matthew Perkal

Brigade Capital Management, LP

Partner - Head of SPACs and

Special Situations

Guitar Center Inc.

Partner – Head of SPACs and Special Situations

M3-Brigade Acquisition VI Corp.

Special Purpose Acquisition Company

Chief Executive Officer and Board Member

Eric Greenhaus

1 unchanged sentence

Financial Advisory Services

M3-Brigade Acquisition VI Corp.

Special Purpose Acquisition Company

Chief Financial Officer

Brigade Capital Management, LP

Partner - Head of Distressed Research

M3-Brigade Acquisition VI Corp.

Special Purpose Acquisition Company

Executive Vice President

Charles Garner

2 unchanged sentences

Senior Managing Director & General Counsel

Frederick Arnold

Lehman Brothers Holdings Inc.

Navient Corporation

Pepco Group NV

Consumer Lending

Director & Current Chairman of the Board

Director & Chairman of the Board

Metropolitan Gaming Holdco Limited

Gaming & Entertainment

Director & Chairman of the Board

Wittur International Holding GmbH

Elevator Components

Advisory Board Member

M3-Brigade Acquisition VI Corp.

Special Purpose Acquisition Company

Executive Vice President

Thomas Fairfield

By Nordic Acquisition Corporation

Special Purpose Acquisition Company

Chief Operating Officer and

Chief Financial Officer

by Nordic Manager LLC

Holding Company

Family Services Holdings, LLC

Holding Company

Edward Murphy

Reade Street Ventures, L.L.C.

Financial Services

Family Services Holdings, LLC

Holding Company

Board Member and

Chief Executive Officer

HAWK Partners, LLC

Holding Company

Managing Member

HAWWK Partners, LLC

Holding Company

Managing Member

Benjamin Fader-Rattner

Space Summit Capital LLC

Nexus Capital Management LP

Financial Services

Managing Member

Nexus Capital Management LP

Financial Services

Managing Member

Managing Director

In addition, our Sponsor and our officers and

directors may sponsor or form other SPACs 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 SPAC with which they may become involved.

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.

M3-Brigade Acquisition VI Corp.

Special Purpose Acquisition Company

Franklin Tsung

BlackCrown Inc.

Financial Services

In addition, our Sponsor and

our officers and directors may sponsor or form other SPACs 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 SPAC with which they may become

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business

Potential investors should also be aware of the

9 unchanged sentences

initial shareholders currently hold founder shares and Private Placement Warrants.

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 Public Shares

in connection with the completion of our initial business combination or an earlier redemption

in connection with the commencement of the procedures to consummate the initial business

combination if we determine it is desirable to facilitate the completion of the initial business

Additionally, our Sponsor, officers and directors have agreed to waive their

rights to liquidating distributions from the Trust Account with respect to their founder

shares if we fail to complete our initial business combination within the prescribed time

frame, although they will be entitled to liquidating distributions from assets outside the

Trust Account.

If we do not complete our initial business combination within the prescribed

time frame, the Private Placement Warrants will expire worthless.

Furthermore, our Sponsor,

officers and directors have agreed not to transfer, assign or sell any of their founder shares

and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur

(i) one year after the completion of our initial business combination or (ii) the date

following the completion of our initial business combination on which we complete a liquidation,

merger, share exchange or other similar transaction that results in all of our shareholders

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

Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals

or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,

Sponsor, Sponsor, 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 Public Shares in connection with the completion of our initial business combination

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

the initial business combination if we determine it is desirable to facilitate the completion

of the initial business combination.

Additionally, our Sponsor, officers and directors have

agreed to waive their rights to liquidating distributions from the Trust Account with respect

to their founder shares if we fail to complete our initial business combination within the

prescribed time frame, although they will be entitled to liquidating distributions from assets

outside the Trust Account.

If we do not complete our initial business combination within

the prescribed time frame, the Private Placement Warrants will expire worthless.

our Sponsor, officers and directors have agreed not to transfer, assign or sell any of their

founder shares and any Class A ordinary shares issuable upon conversion thereof until the

earlier to occur of:

(i) one year after the completion of our initial business combination

or (ii) the date following the completion of our initial business combination on which we

complete a liquidation, merger, share exchange or other similar transaction that results

in all of our shareholders having the right to exchange their ordinary shares for cash, securities

or other property.

Notwithstanding the foregoing, if the closing price of our Class A ordinary

shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,

share consolidations, reorganizations, recapitalizations and the like) for any 20 trading

11 unchanged sentences

business combination.

We are not prohibited from pursuing an initial

business combination with a business combination target that is affiliated with our Sponsor, our officers or directors, the Sponsor Manager

or the non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership

with our Sponsor, our officers or directors, the Sponsor Manager or the non-managing sponsor investors.

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

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

Except as described herein, none of our Sponsor or any of

our existing officers or directors, or any entity with which they are affiliated, will be paid any finder’s fee, consulting fee

or other compensation by the Company prior to, or for any services they render in order to effectuate, the completion of our initial

business combination (regardless of the type of transaction that it is).

However, we may pay consulting, success or finder fees to our

independent directors, our advisors, or their respective affiliates in connection

with the consummation of our initial business combination.

We cannot assure you that any of the above mentioned

conflicts will be resolved in our favor.

In the event that we submit our initial business

combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed to vote their founder shares, and

they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the

offering in favor of our initial business combination.

The non-managing sponsor investors are not required to (i) hold any units, Class

A ordinary shares or public warrants they may have purchased in the IPO or thereafter for any amount of time, (ii) vote any Class A ordinary

shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right

to redeem their public shares at the time of our initial business combination.

The non-managing sponsor investors will have the same

rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they may have purchased

in the IPO or thereafter as the rights afforded to our other public shareholders.

We are not prohibited from

pursuing an initial business combination with a business combination target 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 context.

Except as described herein, none of our Sponsor or any of our existing officers or directors,

or any entity with which they are affiliated, will be paid any finder’s fee, consulting fee or other compensation by the Company

prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the

type of transaction that it is).

However, we may pay consulting, success or finder fees to our independent directors, our advisors, or

their respective affiliates in connection with the consummation of our initial business combination.

We cannot assure you that

any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit

our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed to vote their

founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased

during or after the offering in favor of our initial business combination.

The non-managing sponsor investors are not required to (i)

hold any units, Class A ordinary shares or public warrants they may have purchased in the IPO or thereafter for any amount of time, (ii)

vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from

exercising their right to redeem their public shares at the time of our initial business combination.

The non-managing sponsor investors

will have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they

may have purchased in the IPO or thereafter as the rights afforded to our other public shareholders.

Executive Compensation.

Compensation Discussion and Analysis

None of our executive officers or directors have

received any cash compensation for services rendered to us.

Our Sponsor, executive officers and directors, or any of their respective

affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

Further, we may pay consulting, success or

finder fees to our independent directors, our advisors, or their respective affiliates in connection with the consummation of our initial

business combination.

We may also engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our

initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes

None of our executive officers,

in such capacity, have received any cash compensation for services rendered to us.

Our Sponsor, executive officers and directors, or any

of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations.

Further, we may pay consulting,

success or finder fees to our independent directors, our advisors, or their respective affiliates in connection with the consummation

of our initial business combination.

We may also engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection

with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes

a market standard for comparable transactions.

1 unchanged sentence

executive officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made

from funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have

any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees,

will be paid by the Company to our Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion

of our initial business combination.

After the completion of our initial business combination,

directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer

materials furnished to our shareholders in connection with a proposed initial business combination.

We have not established any limit

on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount

of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination

business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers

will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely

by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure

that members of our management team maintain their positions with us after the consummation of our initial business combination, although

it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination.

Any such payments prior to an initial business combination will be made from

funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any

additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses

incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid

by the Company to our Sponsor, executive officers, or any of their respective affiliates, prior to completion of our initial

business combination.

After the completion of our

initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees

from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation

materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination.

not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors

of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid

to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee

constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any

action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination,

although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with

us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions

with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the

ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in

our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that

provide for benefits upon termination of employment.

Security Ownership

of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table sets forth information regarding

the beneficial ownership of our ordinary shares as of March 25, 2025.

Unless otherwise indicated, we believe that all persons named in

the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

The following table

does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days

of the date of this Annual Report.

The beneficial ownership of our ordinary shares

is based on 28,750,000 Class A ordinary shares and 7,187,500 Class B ordinary shares as of March 25, 2025.

and Address of Beneficial Owner (1)

Percentage of

M3-Brigade Sponsor V LLC (our Sponsor) (3)

Frederick Arnold

with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

Non-Employee Director Compensation

In June 2025, upon the

recommendation of our compensation committee, our board of directors approved certain compensation to be provided to the

Company’s non-employee directors for service on our board of directors and its committees, pursuant to a Non-Employee Director Compensation Plan adopted by our board of directors.

The following table shows the

compensation that non-employee directors received for Board and Committee service, as applicable, in 2025.

The foregoing description

of the Non-Employee Director Compensation Plan 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 10.20 and incorporated by reference herein.

Annual Board Membership Fee

Annual Board Membership Equity Compensation

Annual Committee Membership Fee (per committee)

Annual Committee Chair Fee (per committee)

Per Meeting Fee

The following table provides

information regarding the compensation earned or paid in cash by our non-employee directors for the year ended December 31, 2025.

Mohsin Meghji

Thomas Fairfield

Matthew Perkal

Edward Murphy

Benjamin Fader-Rattner

Franklin Tsung

Security Ownership of Certain Beneficial

Owners and Management and Related Shareholder Matters.

The following table sets forth

information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report on Form 10-K.

Unless otherwise

indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares

beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these

warrants are not exercisable within 60 days of the date of this Annual Report.

The beneficial ownership of

our ordinary shares is based on 28,750,000 Class A ordinary shares and 7,187,500 Class B ordinary shares as of March 9, 2026.

Before the Business Combination

Name and Address of Beneficial Owners

Directors and Executive Officers (1) :

Benjamin Fader-Rattner

Franklin Liu Tsung

Robert Rivas (“Reeve”) Collins

Christopher Chaice

Matthew Perkal

All officers and directors as a group (8 individuals)

Picton Mahoney Asset Management (4)

All Directors and Executive Officers as a group (12 individuals)

Greater than 5% Beneficial Owners:

MI7 Sponsor, LLC (the Sponsor) (5)

The Goldman Sachs Group, Inc.

Magnetar Financial LLC (6)

Ramya Rao (7)

HGC Investment Management Inc (8)

AQR Capital Management, LLC (9)

MM Asset Management Inc.

First Trust Merger Arbitrage Fund (11)

Polar Asset Management Partners Inc.

(1) Unless otherwise noted, the business address of each of the following

is 1700 Broadway, 19 th Floor, New York, NY 10019.

(2) Such shares will automatically convert into Class A ordinary shares

concurrently with or immediately following the consummation of our initial business combination

or earlier at the option of the holder on a one-for-one basis, subject to adjustment.

(3) M3-Brigade Sponsor V LLC, our Sponsor, is the record holder of such shares.

M3-Brigade Acquisition Partners V Corp.

is the sole managing member of M3-Brigade Acquisition

V LLC and holds voting and investment discretion with respect to the Class B ordinary shares

held of record by M3-Brigade Sponsor V LLC and Mohsin Y.

Meghji is the sole officer and shareholder

of M3-Brigade Acquisition V Corp.

and holds voting and investment discretion with respect

to the Class B ordinary shares held of record by M3-Brigade Sponsor V LLC.

Each of M3-Brigade

Acquisition Partners V Corp.

and Mohsin Y.

Meghji disclaims any beneficial ownership of the

securities held by M3-Brigade Sponsor V LLC, other than to the extent of any pecuniary interest

he may have therein, directly or indirectly.

(4) According to a Schedule 13G/A filed on February 11, 2025, interests shown

are held by Picton Mahoney Asset Management, a company incorporated under the laws of Canada.

The principal business address of Picton Mahoney Asset Management is 33 Yonge Street, #320,

Toronto, Ontario M5E 1G4, Canada.

(5) According to a Schedule 13G filed on February 14, 2025, by Goldman Sachs

LLC, a New York limited liability company, and The Goldman Sachs Group, Inc., a

Delaware corporation.

The principal address of Goldman Sachs & Co.

LLC and The Goldman

Sachs Group, Inc.

Barclays PLC (8)

HGC Investment Management Inc (9)

Meteora Capital, LLC (10)

Cantor Fitzgerald & Co.

Anson Funds Management LP (12)

Mizuho Financial Group, Inc.

(1) Unless otherwise noted, the business address of each of the following is 1700 Broadway,

19 th Floor, New York, NY 10019.

(2) The reported number of Class A Ordinary Shares does not include Class A Ordinary

Shares that would be issued upon the conversion of Class B Ordinary Shares to Class A Ordinary Shares.

(3) The Class B Ordinary Shares can be converted into Class A Ordinary Shares on

a one-for-one basis.

(4) See footnote number 5 below for disclosures about ownership of entities affiliated with

(5) The Sponsor directly holds the shares reported herein.

If the Class B Ordinary Shares

were converted to Class A Ordinary Shares, Sponsor would directly hold 20% of the Class A Ordinary Shares outstanding.

Sponsor Parent is the controlling member of the Sponsor.

CC Capital Ventures LLC (“CC Ventures”) is the controlling member

of the Sponsor Parent and CC Capital SP, LP (“CC Capital SP”) is the sole member of CC Ventures.

CC Capital GP, LLC (“CC Capital

GP”) is the general partner of CC Capital SP, and Mr.

Chu is the sole member of CC Capital GP.

CC Capital GP, CC Capital SP, CC Capital Ventures, and the Sponsor Parent may be deemed to beneficially own the Ordinary Shares

directly held by the Sponsor due to their relationships with the Sponsor.

Each of the Sponsor Parent, CC Capital Ventures, CC Capital

SP, CC Capital GP and Chinh Chu disclaims beneficial ownership of the securities of the Issuer held directly by Sponsor except to the

extent of its or his pecuniary interest therein, directly or indirectly.

The principal address of each of Sponsor, the Sponsor Parent,

CC Ventures, CC Capital SP, CC Capital GP, and Mr.

Chu is 200 Park Avenue, 58 th Floor, New York, New York 10166.

(6) According to a Schedule 13G/A filed on November 14, 2025, by Goldman Sachs &

LLC, a New York limited liability company, and The Goldman Sachs Group, Inc., a Delaware corporation.

The principal address

of Goldman Sachs & Co.

LLC and The Goldman Sachs Group, Inc.

is 200 West Street, New York, NY 10282.

The Goldman Sachs Group Inc.

the parent holding company of Goldman Sachs & Co.

The Goldman Sachs

is the parent holding company of Goldman Sachs & Co.

LLC and Goldman Sachs & Co.

is a registered broker or dealer and a registered investment advisor.

(6) According to a Schedule

13G filed on November 6, 2024, by (a) Magnetar Constellation Master Fund, Ltd, a Cayman Islands

exempted company, (b) Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company,

Fund Ltd, a Cayman Islands exempted company, (e) Magnetar Structured Credit Fund, LP, a Delaware

limited partnership, (f) Magnetar Alpha Star Fund LLC, a Delaware limited liability company,

(g) Magnetar Lake Credit Fund LLC, a Delaware limited liability company, and (h) Purpose

Alternative Credit Fund - T LLC, a Delaware limited liability company (collectively, the

“ Magnetar Funds ”).

Magnetar Financial LLC, a Delaware limited liability

company, serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial

LLC exercises voting and investment power over the ordinary shares held for the Magnetar

Funds’ accounts.

Magnetar Capital Partners LP, a Delaware limited partnership, serves

as the sole member and parent holding company of Magnetar Financial LLC.

Supernova Management

LLC, a Delaware limited liability company, is the general partner of Magnetar Capital Partners

The manager of Supernova Management LLC is David J.

Snyderman, a United States citizen.

The principal address of each of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova

Management LLC and David J.

Snyderman is 1603 Orrington Avenue, 13 th Floor, Evanston,

Illinois 60201.

(7) According to a Schedule 13G filed on February 14, 2025, by Ramya Rao.

The principal business address of Ramya Rao is 1 Churchill Place, London - E14 5HP.

(8) According to a Schedule 13G filed on February 14, 2025 by HGC Investment

Management Inc., a company incorporated under the laws of Canada, which serves as the investment

manager to The HGC Fund LP, an Ontario limited partnership, with respect to the Class A ordinary

shares held by HGC Investment Management Inc.

on behalf of The HGC Fund LP.

The principal

business address of HGC Investment Management Inc.

is 1027 Yonge St, Suite 301, Toronto,

(9) According to a Schedule 13G/A filed on February 13, 2025, by AQR Capital

Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC.

Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC.

Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

The principal address

of AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC

is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.

(10) According to a Schedule 13G/A filed on February 10, 2025,

by MMCAP International Inc.

SPC and MM Asset Management Inc.

The principal address of MMCAP International Inc.

SPC is c/o Mourant Governance

Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O.

Box 1348, Grand Cayman, KY1-1108, Cayman Islands and MM Asset Management

is 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON, M5J 2S1, Canada.

(11) According to a Schedule 13G/A filed on November 14, 2024, by First Trust

Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P.

First Trust Capital Solutions L.P.

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”).

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st Floor,

Chicago, IL 60606.

The principal business address of VARBX is 235 West Galena Street, Milwaukee,

As investment adviser to certain client accounts, FTCM has the authority to invest

the funds of such client accounts in securities (including Class ordinary shares of the Issuer)

as well as the authority to purchase, vote and dispose of securities, and may thus be deemed

the beneficial owner of any Class A ordinary shares held in the client accounts.

As of September

30, 2024, VARBX owned 1,633,428 Class A ordinary shares, while FTCM, FTCS and Sub GP collectively

owned 1,899,510 Class A ordinary shares.

FTCS and Sub GP may be deemed to control FTCM and

therefore may be deemed to be beneficial owners of the Class A ordinary shares.

No one individual

controls FTCS or Sub GP.

FTCS and Sub GP do not own any Class A ordinary shares for their

own accounts.

(12) According to a Schedule 13G filed on November 14, 2024 by Polar Asset

Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which

serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted

company (“PMSMF”) with respect to the shares directly held by PMSMF.

LLC is a registered broker

or dealer and a registered investment advisor.

(7) According to a Schedule 13G/A filed on February 17, 2026, by (a) Polar Asset

Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy

Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the shares held directly by PMSMF.

The principal

business address of Polar Asset Management Partners Inc.

is 16 York Street, Suite 2900, Toronto,

ON, Canada M5J 0E6.

Certain Relationships

and Related Transactions, and Director Independence

business address for Polar Asset Management Partners Inc.

is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6.

(8) According to a Schedule 13G/A filed on March 21, 2025, by Barclays PLC.

PLC is the parent holding company of Barclays Bank PLC.

The principal business address of Barclays PLC is 1 Churchill Place, London — E14

(9) According to a Schedule 13G filed on February 14, 2025 by HGC Investment Management

Inc., a company incorporated under the laws of Canada, which serves as the investment manager to The HGC Fund LP, an Ontario limited

partnership, with respect to the Class A Ordinary Shares held by HGC Investment Management Inc.

on behalf of The HGC Fund LP.

principal business address of HGC Investment Management Inc.

is 1027 Yonge St, Suite 301, Toronto, ON M4W 2K9.

(10) According to a Schedule 13G/A filed on January 27, 2026, by Meteora Capital, LLC, a Delaware

limited liability company (“Meteora Capital”).

The address of the principal business office for Meteora Capital is:

N Federal Hwy, #200, Boca Raton FL 33432.

(11) According to a Schedule 13D filed on December 19, 2025, by (a) Cantor Fitzgerald &

Co., a New York general partnership (“CF&Co.”), the record holder of the Class A Ordinary Shares, (ii) Cantor Fitzgerald

Securities, a New York general partnership (“CF Securities”), the direct holder of a majority of the equity interests of

CF&Co., (iii) Cantor Fitzgerald, L.P.

, a Delaware limited partnership (“Cantor”), the indirect holder of a majority

of the equity interests of CF&Co.

and CFS, (iv) CF Group Management, Inc., a New York corporation (“CFGM”), the managing

general partner of CFLP, and (v) Brandon G.

Lutnick, a United States citizen (“Mr.

Lutnick”), the Chairman and Chief Executive

Officer of CFLP and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM.

each of CF Securities, Cantor, CFGM and Mr.

Lutnick may be deemed to have beneficial ownership of the securities directly held by CF&Co.

Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest

they may have therein, directly or indirectly.

The address of the principal place of business and principal office of Cantor, CF&Co.

and CF Securities is 110 East 59 th Street, New York, New York 10022, and the address of the principal place of business

and principal office of CFGM and the business address of Mr.

Lutnick is 499 Park Avenue, New York, New York 10022.

(12) According to a Schedule 13G filed on December 8, 2025, by (a) Anson Funds Management LP,

a Texas limited partnership, (b) Anson Management GP LLC, a Texas limited liability company, (c) Tony Moore, a United States citizen

(d) Anson Advisors Inc., a company incorporated under the laws of Ontario, Canada, (e) Amin Nathoo, a Canadian citizen and (f) Moez Kassam,

a Canadian citizen.

The principal business address of Anson Funds Management LP, Anson Management GP LLC and Mr.

Moore is 16000 Dallas

Parkway, Suite 800 Dallas, Texas 75248.

The principal business address for Anson Advisors Inc.

Nathoo and Mr.

Kassam is 181 Bay Street,

Suite 4200 Toronto, ON M5J 2T3.

(13) According to a Schedule 13G filed on February 12, 2026, by (a) Mizuho Financial Group,

Inc., a company incorporated under the laws of Japan, (b) Mizuho Bank, Ltd., (c) Mizuho Americas LLC, and (d) Mizuho Securities USA LLC.

The principal business address of Mizuho Financial Group, Inc.

is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

Certain Relationships and Related Transactions,

and Director Independence

Founder Shares

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 7,178,500 founder shares.

The founder shares are identical to the Class

A ordinary shares, except that:

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 7,178,500 founder shares.

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, our 7,187,500 founder shares.

founder shares are identical to the Class A ordinary shares, except that:

to and/or in connection with the closing of our initial business combination, only holders

9 unchanged sentences

holder on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights;

Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant

Sponsor, and our officers and directors have entered into the Letter Agreement with us, pursuant

to which they have agreed to (i) waive their redemption rights with respect to their founder

32 unchanged sentences

in the IPO or thereafter as the rights afforded to our other public shareholders.

The Company’s initial shareholders have

agreed, pursuant to lock-up provisions in the agreements entered into by our Sponsor and management team, not to transfer, assign or

sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one

year after the completion of the initial business combination or (ii) the date on which the Company completes a liquidation, merger,

The Company’s initial

shareholders have agreed, pursuant to lock-up provisions in the agreements entered into by our Sponsor and management team, not to transfer,

assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of

(i) one year after the completion of the initial business combination or (ii) the date on which the Company completes a liquidation, merger,

share exchange or other similar transaction after the initial business combination that results in all of the Company’s shareholders

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

Any permitted transferees will be

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

(the “Lock-up”).

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

$12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations

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

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

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

Except in certain limited circumstances, no member

of our Sponsor (including the non-managing sponsor investors) may sell, transfer, assign, pledge, mortgage, charge, hypothecate, exchange

or otherwise dispose, directly or indirectly, of all or any portion of its membership interests in our Sponsor.

Any permitted transferees will be subject

to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “ Lock-up ”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted

for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company consummates

a transaction after the initial business combination which results in the Company’s shareholders having the right to exchange their

shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Except in certain limited

circumstances, no member of our Sponsor (including the non-managing sponsor investors) may sell, transfer, assign, pledge, mortgage, charge,

hypothecate, exchange or otherwise dispose, directly or indirectly, of all or any portion of its membership interests in our Sponsor.

Private Placement Warrants

Our Sponsor and Cantor Fitzgerald & Co., the

representative of the underwriters, purchased an aggregate of 8,337,500 Private Placement Warrants for an aggregate purchase price of

$8,337,500 or $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO.

Our Sponsor and Cantor Fitzgerald

& Co., the representative of the underwriters, purchased an aggregate of 8,337,500 Private Placement Warrants for an aggregate purchase

price of $8,337,500 or $1.00 per warrant in a private placement that closed simultaneously with the closing of the IPO.

Each Private Placement

Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share.

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

The non-managing sponsor investors purchased, indirectly through the purchase of non-managing sponsor membership interests,

an aggregate of 4,250,000 Private Placement Warrants at a price of $1.00 per warrant ($4,250,000 in the aggregate) in a private placement

that closed simultaneously with the closing of the IPO.

In connection with each non-managing sponsor investor purchasing, through our

Sponsor, the Private Placement Warrants allocated to it in connection with the closing of the IPO, our Sponsor issued membership interests

at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 3,400,000 founder shares held

by our Sponsor.

Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the Sponsor are held by the

Sponsor Manager.

The Private Placement Warrants are

identical to the warrants sold in the IPO except that, so long as they are held by our Sponsor or its permitted transferees, the Private

Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to

certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business

combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor

Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years from the IPO in accordance with FINRA

Rule 5110(g)(8).

Of those 8,337,500

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

3,293,750 Private Placement Warrants.

The non-managing sponsor investors purchased, indirectly through the purchase of non-managing sponsor

membership interests, an aggregate of 4,250,000 Private Placement Warrants at a price of $1.00 per warrant ($4,250,000 in the aggregate)

in a private placement that closed simultaneously with the closing of the IPO.

In connection with each non-managing sponsor investor purchasing,

through our Original Sponsor, the Private Placement Warrants allocated to it in connection with the closing of the IPO, our Original Sponsor

issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of

3,400,000 founder shares held by our Original Sponsor.

On May 23, 2025, the Original

Sponsor sold 5,043,750 of our Private Placement Warrants to the Sponsor, pursuant to the terms of the Securities Purchase Agreement.

Also on May 27, 2025, the

Sponsor entered into an agreement to purchase the 3,293,750 Private Placement Warrants of the Company held by Cantor Fitzgerald &

Placement Warrants are identical to the warrants sold in the IPO except that, so long as they are held by our Sponsor or its permitted

transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants),

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial

business combination and (ii) will be entitled to registration rights.

Related Party Loans

Prior to the IPO, we issued a promissory note

to the Sponsor, pursuant to which we could borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”).

The Promissory Note was non-interest bearing and payable upon the earlier of (i) December 31, 2024 or (ii) the completion of the IPO.

Prior to the IPO, we issued

a promissory note to the Original Sponsor, pursuant to which we could borrow up to an aggregate principal amount of $300,000 (the “ Promissory

The Promissory Note was non-interest bearing and payable upon the earlier of (i) December 31, 2024 or (ii) the completion

No amounts were borrowed under the Promissory Note and borrowings under the Promissory Note are not longer available.

In addition, in order to finance transaction costs

in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and

directors may, but are not obligated to (except in the case of the committed Sponsor loans), loan us funds as may be required.

complete our initial business combination, we would repay such loaned amounts.

In the event that our initial business combination does

not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from

our Trust Account would be used to repay such loaned amounts.

Up to $1,500,000 of such loans (which amount includes the committed Sponsor

loans) may be convertible into Private Placement Warrants of the post business combination entity at a price of $1.00 per warrant

at the option of the lender.

On June 16, 2025, we issued

a promissory note, pursuant to which we could borrow up to an aggregate principal amount of $2,500,000 from the Sponsor (the “ Sponsor

As of December 31, 2025, the full $2,500,000 available under the Sponsor Note had been drawn, and the entire amount

was outstanding.

Up to $1,500,000 of the aggregate principal amount drawn under the Sponsor Note may be convertible into Private Placement

Warrants of the post business combination entity at a price of $1.00 per warrant at the option of the Sponsor.

If the Business Combination

or another initial business combination is not consummated, the Sponsor Note may not be repaid and may not be able to be converted into

Pubco Warrants, pursuant to its terms.

Such warrants would be identical to the Private Placement Warrants.

Except as set forth above, the terms

of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of

our initial business combination, we do not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as

we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to

funds in our Trust Account

Accountant Fees and Services.

The firm of WithumSmith+Brown, PC, or Withum, acts

as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

During the period from March

12, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $114,000

for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2024 financial statements

included in this Annual Report on Form 10-K.

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.

If the Business Combination or another initial business combination

is not consummated, the Second Sponsor Note may not be repaid, pursuant to its terms.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of

our officers and directors may, but are not obligated to (except in the case of the committed Sponsor loans), loan us funds as may be

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our initial business

combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but

no proceeds from our Trust Account would be used to repay such loaned amounts.

Prior to the completion of our initial business combination,

we do not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as we do not believe third parties will

be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Principal Accountant Fees and

The firm of WithumSmith+Brown,

PC, or Withum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services

year ended December 31, 2025, fees for our independent registered public accounting firm were approximately $138,840 for the services

Withum performed in connection with the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K.

During the period from March 12, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm

were approximately $114,000 for the services Withum performed in connection with our IPO and the audit of our December 31, 2024 financial

statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

During the period from

March 12, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related

services related to the performance of the audit or review of financial statements.

During the period from March 12,

2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance,

tax advice and tax planning.

During the year ended December 31, 2025, and the period from March 12, 2024 (inception) through December 31, 2024, our independent registered

public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

year ended December 31, 2025, and the period from March 12, 2024 (inception) through December 31, 2024, our independent registered public

accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the period from

March 12, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent

registered public accounting firm other than those set forth above.

the year ended December 31, 2025, and the period from March 12, 2024 (inception) through December 31, 2024, there were no fees billed

for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior

to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a

going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed

for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in

the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Financial Statement Schedules.

(a) The following documents are filed as part of this Form 10-K:

Since the formation of our

audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement

(a) The following documents are filed

as part of this Form 10-K:

(1) Financial Statements:

Report of Independent Registered

Public Accounting Firm (PCAOB ID:100)

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’

Statement of Cash Flows

Report of Independent Registered Public Accounting Firm PCAOB ID Number 100

Financial Statements:

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024

Notes to Financial Statements

(2) Financial Statement Schedules:

All schedules are omitted for the reason that

the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

All schedules are omitted for the reason that the

information is included in the financial statements or the notes thereto or that they are not required or are not applicable.

(3) Exhibits:

The exhibits listed in the Exhibit Index below

are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Underwriting Agreement,

dated July 31, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (incorporated

by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the Securities and

Exchange Commission on August 6, 2024).

Amended and Restated

Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

Agreement, dated July 31, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the

Securities and Exchange Commission on August 6, 2024).

Combination Agreement, dated as of July 7, 2025, by and among the Company, ReserveOne, Pubco, SPAC Merger Sub and Company Merger

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2025).

and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report

on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Specimen Unit Certificate

(incorporated by reference to Exhibit 4.1 to Amendment No.

3 to the Registration Statement on Form S-1 (File No.

333-279951), filed

with the SEC on July 18, 2024).

Specimen Ordinary

Share Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.

Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.

3 to the Registration Statement on Form S-1 (File No.

333-279951), filed with the SEC on July 18, 2024).

Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.

1 to the Registration Statement on Form S-1

333-279951), filed with the SEC on June 21, 2024).

Specimen Warrant

Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

1 to the Registration Statement on Form S-1 (File No.

Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

1 to the Registration Statement on Form S-1 (File

333-279951), filed with the SEC on June 21, 2024).

Warrant Agreement,

dated July 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated

Agreement, dated July 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated

by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

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Exchange Commission on August 6, 2024).

Description of Registrant’s Securities.

Letter Agreement, dated July 31, 2024, among the Company, its executive officers, its directors and M3-Brigade Sponsor V LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File

001-42171), filed with the Securities and Exchange Commission on March 28, 2025).

Agreement, dated July 31, 2024, among the Company, its executive officers, its directors and M3-Brigade Sponsor V LP (incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the Securities and

Exchange Commission on August 6, 2024).

Management Trust Agreement, dated July 31, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee

2 unchanged sentences

Securities and Exchange Commission on August 6, 2024).

Registration Rights

Agreement, dated July 31, 2024, among the Company, M3-Brigade Sponsor V LP and the Holders signatory thereto (incorporated by reference

to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission

on August 6, 2024).

Private Placement

Warrants Purchase Agreement, dated July 31, 2024, between the Company and M3-Brigade Sponsor V LP (incorporated by reference to Exhibit

10.4 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on

August 6, 2024).

Private Placement

Warrants Purchase Agreement, dated July 31, 2024, between the Company and Cantor, Fitzgerald & Co.

(incorporated by reference

Rights Agreement, dated July 31, 2024, among the Company, M3-Brigade Sponsor V LP and the Holders signatory thereto (incorporated

by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the Securities and

Exchange Commission on August 6, 2024).

Placement Warrants Purchase Agreement, dated July 31, 2024, between the Company and M3-Brigade Sponsor V LP (incorporated by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

1 unchanged sentence

on August 6, 2024).

Indemnity Agreement,

dated July 31, 2024, between the Company and Mohsin Y.

Meghji (incorporated by reference to Exhibit 10.6 to the Company’s Current

Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Indemnity Agreement,

dated July 31, 2024, between the Company and Matthew Perkal (incorporated by reference to Exhibit 10.7 to the Company’s Current

Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Indemnity Agreement,

dated July 31, 2024, between the Company and Chris Chaice (incorporated by reference to Exhibit 10.8 to the Company’s Current

Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Indemnity Agreement,

dated July 31, 2024, between the Company and Eric Greenhaus (incorporated by reference to Exhibit 10.9 to the Company’s Current

Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Indemnity Agreement,

dated July 31, 2024, between the Company and Charles Garner (incorporated by reference to Exhibit 10.10 to the Company’s Current

Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Indemnity Agreement,

dated July 31, 2024, between the Company and Frederick Arnold (incorporated by reference to Exhibit 10.11 to the Company’s

Current Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Indemnity Agreement,

dated July 31, 2024, between the Company and Benjamin Fader Rattner (incorporated by reference to Exhibit 10.12 to the Company’s

Current Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange Commission on August 6, 2024).

Promissory Note

issued to M3-Brigade Sponsor V LLC (formerly M3-Brigade Sponsor V LP) (incorporated by reference to Exhibit 10.7 to the Registration

Placement Warrants Purchase Agreement, dated July 31, 2024, between the Company and Cantor, Fitzgerald & Co.

(incorporated by

reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

001-42171), filed with the Securities and Exchange

Commission on August 6, 2024).

Note issued to M3-Brigade Sponsor V LLC (formerly M3-Brigade Sponsor V LP) (incorporated by reference to Exhibit 10.7 to the Registration

Statement on Form S-1 (File.

333-279951), filed with the SEC on June 5, 2024).

Securities Subscription

Agreement between the Company and M3-Brigade Sponsor V LLC (formerly M3-Brigade Sponsor V LP) (incorporated by reference to Exhibit

10.8 to the Registration Statement on Form S-1 (File.

Subscription Agreement between the Company and M3-Brigade Sponsor V LLC (formerly M3-Brigade Sponsor V LP) (incorporated by reference

to Exhibit 10.8 to the Registration Statement on Form S-1 (File.

333-279951), filed with the SEC on June 5, 2024).

Code of Ethics (incorporated

by reference to Exhibit 14.1 to Amendment No.

Purchase Agreement, dated as of May 23, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC and MI7 Sponsor,

LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange

Commission on May 27, 2025).

Waiver, dated as of May 27, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC, and MI7 Sponsor, LLC, Cantor

Fitzgerald & Co.

and other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on

Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025).

and Assumption Agreement, dated as of May 27, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC, and MI7

Sponsor, LLC, Cantor Fitzgerald & Co.

and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025).

Agreement Assignment Agreement, dated as of May 27, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC,

and MI7 Sponsor, LLC and other parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on

Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025).

of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File

333-279951), filed with the Securities and Exchange Commission on June 21, 2024).

Note dated June 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with

the Securities and Exchange Commission on June 18, 2025).

First Amendment to Promissory Note dated July 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 18, 2025).

Support Agreement, dated as of July 7, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2025).

of Lock-Up Agreement by and between the Sponsor Parent and Pubco (incorporated by reference to Exhibit 10.2 to the Company’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2025).

of Equity PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K,

filed with the Securities and Exchange Commission on July 8, 2025) .

Form of Convertible Notes Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2025).

Promissory Note dated February 18, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 18, 2026).

M3-Brigade Acquisition V Corp.

Non-Employee Director Compensation Plan

of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No.

1 to the Registration Statement on Form S-1 (File.

333-279951), filed with the

SEC on June 21, 2024).

Securities Trading Policy of the Company

filed with the SEC on June 21, 2024).

Securities Trading Policy of the Company (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report Form 10-K, filed with the Securities and Exchange Commission on March 28, 2025).

Power of Attorney (included in the signature page of this Annual Report)

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant

to 17 CFR 240.10D-1.

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Certification of the Chief Executive Officer required by Rule 13a-14(a)

or Rule 15d-14(a).

Certification of the Chief Financial Officer required by Rule 13a-14(a)

or Rule 15d-14(a).

Certification of the Chief Executive Officer required by Rule 13a-14(b)

or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b)

or Rule 15d-14(b) and 18 U.S.C.

Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report Form 10-K, filed with the Securities and Exchange Commission on March 28, 2025).

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Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101)

* Filed herewith

** Furnished herewith

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

March 12, 2026

3 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Mohsin Y.

Meghji and Charles Garner, his true and lawful attorney-in-fact

and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to

sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents

in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,

and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection

therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said

attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chairman of the Board of Directors

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Mohsin Y.

Meghji and Charles Garner, his true and lawful

attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all

capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other

documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and

agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in

connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all

that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by

virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Robert Rivas Collins

Chief Executive Officer

March 12, 2026

Executive Officer)

Matthew Perkal

Executive Officer and Director

Eric Greenhaus

Financial Officer

Robert Rivas Collins

(Principal Executive Officer)

/s/ Eric Greenhaus

Chief Financial Officer

March 12, 2026

1 unchanged sentence

(Principal Financial Officer and Accounting Officer)

Frederick Arnold

/s/ Mohsin Y.

Chairman of the Board of Directors

March 12, 2026

/s/ Matthew Perkal

Chief Operating Officer and Director

March 12, 2026

Matthew Perkal

/s/ Chinh Chu

March 12, 2026

/s/ Chris Chaice

Executive Vice President

March 12, 2026

/s/ Charles Garner

Executive Vice President and Secretary

March 12, 2026

Charles Garner

/s/ Benjamin Fader-Rattner

March 12, 2026

Benjamin Fader-Rattner

/s/ Thomas Fairfield

March 12, 2026

Fader Rattner

Thomas Fairfield

/s/ Edward Murphy

March 12, 2026

Edward Murphy

/s/ Paul Kopsky

March 12, 2026

/s/ Franklin Tsung

March 12, 2026

Franklin Tsung

M3-BRIGADE ACQUISITION V CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm PCAOB ID Number 100

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

M3-Brigade Acquisition V Corp.:

Opinion on the Financial Statements

We have audited the accompanying balance sheet of

M3-Brigade Acquisition V Corp.

(the “Company”) as of December 31, 2024, and the related statements of operations, changes

in shareholder’s deficit, and cash flows for the period from March 12, 2024 (inception) through December 31, 2024, and the related

notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the

period from March 12, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the

United States of America.

We have audited the accompanying balance sheets of M3-Brigade Acquisition V Corp.

as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit and cash flow for the year ended December 31, 2025 and for the period March 12, 2025 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of M3-Brigade Acquisition V Corp.

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period March 12, 2025 (inception) through December 31, 2024, in conformity with the accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company’s liquidity condition and mandatory liquidation date raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regards to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

These financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on the entity’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to M3-Brigade Acquisition V Corp.

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

M3-Brigade Acquisition V Corp.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

WithumSmith+Brown, PC

We have served as the Company’s auditor since

/S/ WithumSmith+Brown PC

We have served as M3-Brigade Acquisition V Corp.'s auditor since 2024.

New York, New York

March 12, 2026

PCAOB ID Number 100

M3-BRIGADE ACQUISITION

DECEMBER 31, 2024

PCAOB number 100

M3-BRIGADE ACQUISITION V CORP.

BALANCE SHEET

Current assets

Cash $ 1,175,051 $ 821,188

Prepaid expenses, current 124,844 210,845

Due from related party 527 —

Other assets — 41,250

Total current assets 1,300,422 1,073,283

1 unchanged sentence

Investments held in Trust Account 306,880,908 294,617,243

$ 295,809,536

Liabilities and Shareholders’

Total Assets $ 308,181,330 $ 295,809,536

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

Current liabilities

1 unchanged sentence

Accrued expenses 4,796,309 98,948

Advance from related party

Convertible promissory note – related party 2,500,000 —

Advances from related party — 378,757

Total current liabilities 7,296,309 727,705

1 unchanged sentence

Total Liabilities 20,696,309 14,127,705

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of approximately $ 10.25 per share

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of approximately $ 10.67 and $ 10.25 per share as of December 31, 2025 and 2024, respectively 306,880,908 294,617,243

Shareholders’ Deficit

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding

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

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued or outstanding (excluding 28,750,000 shares subject to possible redemption)

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

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

7,187,500 shares issued and outstanding

7,187,500 shares issued and outstanding as of December 31, 2025 and 2024 719 719

Additional paid-in capital — —

Accumulated deficit ( 19,396,606 ) ( 12,936,131 )

( 12,936,131 )

Total Shareholders’

( 12,935,412 )

Total Liabilities

and Shareholders’ Deficit

$ 295,809,536

Total Shareholders’ Deficit ( 19,395,887 ) ( 12,935,412 )

Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 308,181,330 $ 295,809,536

The accompanying notes are an integral part of

1 unchanged sentence

M3-BRIGADE ACQUISITION V CORP.

FOR THE PERIOD FROM MARCH 12, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

General and administrative

STATEMENTS OF OPERATIONS

For the Year Ended

General and operating costs $ 6,484,916 $ 453,416

Loss from operations ( 6,484,916 ) ( 453,416 )

Other income:

Interest earned on investments held

in Trust Account

Other (expense) income:

Interest earned on investments held in Trust Account 12,263,666 5,679,743

Total other income, net 12,263,666 5,679,743

Weighted average shares outstanding of Class A ordinary

Basic and diluted

net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary

Basic net income

per ordinary share, Class B ordinary shares

Weighted average shares outstanding of Class B ordinary

Diluted net income

per ordinary share, Class B ordinary shares

NET INCOME $ 5,778,750 $ 5,226,327

Weighted average shares outstanding of Class A ordinary shares 28,750,000 14,813,559

Basic and diluted net income per ordinary share, Class A ordinary shares $ 0.16 $ 0.24

Weighted average shares outstanding of Class B ordinary shares 7,187,500 6,733,051

Basic net income per ordinary share, Class B ordinary shares $ 0.16 $ 0.24

Weighted average shares outstanding of Class B ordinary shares 7,187,500 7,187,500

Diluted net income per ordinary share, Class B ordinary shares $ 0.16 $ 0.24

The accompanying notes are an integral part of

1 unchanged sentence

M3-BRIGADE ACQUISITION V CORP.

CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM MARCH 12, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2025 AND

FOR THE PERIOD FROM MARCH 12, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Ordinary Shares

Shareholders’

2 unchanged sentences

Accretion for Class A ordinary shares to redemption amount — — — — ( 11,524,046 ) ( 18,162,458 ) ( 29,686,504 )

( 11,524,046 )

( 18,162,458 )

( 29,686,504 )

Sale of 8,337,500 Private Placement Warrants — — — — 8,337,500 — 8,337,500

1 unchanged sentence

Allocated value of transaction costs to Class A shares — — — — ( 258,985 ) — ( 258,985 )

Net income — — — — — 5,226,327 5,226,327

Balance – December 31, 2024 — — 7,187,500 719 — ( 12,936,131 ) ( 12,935,412 )

$ ( 12,936,131 )

$ ( 12,935,412 )

Former Sponsor Contribution — — — — 24,440 — 24,440

Accretion for Class A ordinary shares to redemption amount — — — — ( 24,440 ) ( 12,239,225 ) ( 12,263,665 )

Net income — — — — — 5,778,750 5,778,750

Balance – December 31, 2025 — $ — 7,187,500 $ 719 $ — $ ( 19,396,606 ) $ ( 19,395,887 )

The accompanying notes are an integral part of

1 unchanged sentence

M3-BRIGADE ACQUISITION V CORP.

FOR THE PERIOD FROM MARCH 12, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

For the Year Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in

operating activities:

Formation costs paid by Sponsor in exchange for issuance

of Class B ordinary shares

Payment of operation costs through advance from related

Net income $ 5,778,750 $ 5,226,327

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

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares — 5,454

Payment of operation costs through promissory note 51,898 —

Payment of operation costs through advance from related party 24,440 142,233

Interest earned on investments held in Trust Account ( 12,263,666 ) ( 5,679,743 )

( 5,679,743 )

Changes in operating assets and liabilities:

Other assets 41,250 ( 41,250 )

Prepaid expenses 205,012 ( 254,856 )

Due from related party ( 527 ) —

Accrued expenses 4,697,361 98,948

Net cash used

in operating activities

Net cash used in operating activities ( 1,465,482 ) ( 502,887 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account — ( 288,937,500 )

( 288,937,500 )

Net cash used

in investing activities

( 288,937,500 )

Net cash used in investing activities — ( 288,937,500 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts

Proceeds from sale of Units, net of underwriting discounts paid — 282,500,000

Proceeds from sale of Private Placements Warrants — 8,337,500

Payment of offering costs ( 250,000 ) ( 575,925 )

Net cash provided

by financing activities

Repayment of advances from related party ( 430,655 ) —

Proceeds from promissory note – related party 2,500,000 —

Net cash provided by financing activities 1,819,345 290,261,575

Net Change in Cash 353,863 821,188

2 unchanged sentences

Noncash investing and financing activities:

Offering costs included in accrued

offering costs

Deferred offering costs paid by Sponsor

in exchange for issuance of Class B ordinary shares

Deferred offering cost paid through

advance from related party

Prepaid expenses paid by advance from

related party

Capital contribution from Original Sponsor $ 24,440 $ —

Offering costs included in accrued offering costs $ — $ 250,000

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ — $ 19,546

Deferred offering cost paid through advance from related party $ — $ 161,525

Prepaid expenses paid by advance from related party $ — $ 75,000

Deferred underwriting fee payable $ — $ 13,400,000

1 unchanged sentence

the financial statements.

DESCRIPTION OF ORGANIZATION AND BUSINESS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

M3-Brigade Acquisition V Corp.

(the “Company”) is

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

The Company was incorporated for the

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

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

The Company has not selected any specific Business Combination target

and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business

Combination target with respect to an initial Business Combination with the Company.

As of December 31, 2024, the Company had not commenced

any operations.

All activity for the period from March 12, 2024 (inception) through December 31, 2024 relates to the Company’s

formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate

any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on investments from the proceeds derived from the Initial Public Offering.

The Company has selected

December 31 as its fiscal year end.

The registration statement for the Company’s

Initial Public Offering was declared effective on July 31, 2024.

On August 2, 2024, the Company consummated the 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 , which is described in Note 3.

The Company’s sponsor is M3-Brigade Sponsor

V LLC, a Delaware limited liability company (the “Sponsor”), formerly known as M3-Brigade Sponsor V LP, a Delaware limited

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,337,500 warrants (the

“Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters

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

Of those 8,337,500 Private

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

purchased 3,293,750 Private

Placement Warrants.

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

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

As of December 31, 2025, the Company had not commenced any operations.

All activity for the period from March 12, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a Business Combination, which is described below and in Note 6.

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

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

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

The registration statement for the Company’s Initial Public Offering was declared effective on July 31, 2024.

On August 2, 2024, the Company consummated the 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 , which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,337,500 warrants (the “Private Placement Warrants”) to the Original Sponsor (as defined below) and Cantor Fitzgerald & Co.

at a price of $ 1.00 per warrant, or $ 8,337,500 , which is described in Note 4 (the “Private Placement”).

Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 3,293,750 Private Placement Warrants.

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

Certain institutional investors who are not affiliated with any member of management, the 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.

The Company’s management has broad discretion with respect to the specific application

of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds

are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Transaction costs amounted to $ 19,406,996 , consisting

of $ 5,000,000 of cash underwriting fee, $ 13,400,000 of deferred underwriting fee (see additional discussion in Note 6), and $ 1,006,996

of other offering costs.

The Company’s Business Combination must be

with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account

(as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the interest earned on the Trust

Account) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business

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

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

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

There is no assurance

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

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”), which may only be held as cash or invested in (i)

government treasury obligations 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 or (ii)

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

Except with respect to interest earned on the funds held

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

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

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

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

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

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

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

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

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

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

The proceeds deposited in the Trust Account

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

public shareholders.

The Company will provide the Company’s public

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

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

vote by means of a tender offer.

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

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

The public shareholders will be entitled

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

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

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

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

The ordinary shares subject to redemption were recorded

at their redemption value and classified as temporary equity upon the completion of the Initial Public Offering on August 2, 2024, in

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

480, “Distinguishing Liabilities from Equity.” In the event the Company seeks shareholder approval for the Business Combination,

the transaction would require a majority of the issued and outstanding shares voted to be in favor of the Business Combination.

The Company will have only the duration of the Completion

Window to complete the initial Business Combination.

However, if the Company is unable to complete its initial Business Combination within

the Completion Window, the Company 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 the Company’s obligations under

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

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

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

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

desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their

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

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

connection with its Initial Business Combination or to redeem 100 % of the Company’s public shares if it has not consummated an

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

rights or pre-Initial Business Combination activity;

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

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

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

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

outside the Trust Account;

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

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

The Sponsor has agreed that it will be liable to

the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s

independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or other similar agreement or Business Combination agreement (except for the Company’s independent auditors), reduce the amount

of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per share due to reductions in

the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether

the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are

securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

As of December 31, 2024, the Company had $ 821,188

in cash and working capital of $ 345,578 .

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

with ASC 205-40 “Going Concern,” and through the consummation of the Initial Public Offering, as of August 2, 2024, the Company

has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial

Certain institutional investors who are not affiliated with any member of management, the Original Sponsor or any other investor in the Original Sponsor provided approximately 50.1 % of the capital utilized by the Original Sponsor to purchase the Private Placement Warrants and, as a result, indirectly hold approximately 50.1 % of such warrants.

Transaction costs relating to the Initial Public Offering amounted to $ 19,406,996 , consisting of $ 5,000,000 of cash underwriting fees, $ 13,400,000 of deferred underwriting fees (see additional discussion in Note 6), and $ 1,006,996 of other offering costs.

The Company’s former sponsor is M3-Brigade Sponsor V LLC, a Delaware limited liability company (the “Original Sponsor”), formerly known as M3-Brigade Sponsor V LP, a Delaware limited partnership.

On May 23, 2025, the Original Sponsor and MI7 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the Company (only for the purposes of facilitating the purchase and share transfer) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants of the Company owned by the Original Sponsor (collectively, the “Transferred Sponsor SPAC Securities”) for an aggregate purchase price of $ 6,467,500 (the “Closing Cash Purchase Price”).

The transactions contemplated by the Securities Purchase Agreement were consummated on May 27, 2025 (the “Closing”).

At the Closing, the Original Sponsor delivered to the Sponsor an assignment of the Transferred Sponsor SPAC Securities against payment of the Closing Cash Purchase Price.

Also on May 27, 2025, the Sponsor entered into an agreement to purchase 3,293,750 additional Private Placement Warrants of the Company from Cantor Fitzgerald & Co.

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

delivered to the Sponsor an assignment of the Cantor Warrants.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the ”Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

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”), which may only be held as cash or invested in (i) U.S.

government treasury obligations 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations.

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

The ordinary shares subject to redemption were recorded at their redemption value and classified as temporary equity upon the completion of the Initial Public Offering on August 2, 2024, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In the event the Company seeks shareholder approval for the Business Combination, the transaction would require a majority of the issued and outstanding shares voted to be in favor of the Business Combination.

The Company will have only the duration of the Completion Window to complete the initial Business Combination.

However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company 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 the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Original Sponsor, officers and directors have entered into a letter agreement (the “Letter Agreement”) with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Initial Business Combination or to redeem 100 % of the Company’s public shares if it has not consummated an Initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

Pursuant to the Letter Agreement, the Original Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (except for the Company’s independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Original Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Original Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Original Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Original Sponsor would be able to satisfy those obligations.

Pursuant to the Securities Purchase Agreement, on May 27, 2025, the Company entered into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and the Company’s directors and executive officers, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of 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.

Proposed Business Combination

Business Combination Agreement

On July 7, 2025, the Company, ReserveOne, Inc., a Delaware corporation (“ReserveOne”), ReserveOne Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ReserveOne (“Pubco”), R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with the SPAC Merger Sub, the “Merger Subs”), entered into a business combination agreement (the “Business Combination Agreement”).

As a result of the transactions contemplated by the Business Combination Agreement, the Company will be de-registered in the Cayman Islands and register by way of continuation to the State of Delaware and domesticate as a Delaware corporation (the “Domestication”).

Following the Domestication, SPAC Merger Sub will merge with and into the Company (the “SPAC Merger”), with the Company continuing as the surviving entity (the “SPAC Surviving Subsidiary”), and as a result of which the Company will be a wholly-owned subsidiary of Pubco.

Promptly following the SPAC Merger, Company Merger Sub will merge with and into ReserveOne (the “Company Merger” and, together with the SPAC Merger, the “Mergers”), with ReserveOne continuing as the surviving company (the “Company Surviving Subsidiary”), and as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco.

As a result of the Mergers, Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable laws.

The shares of Pubco Class A common stock, par value $ 0.0001 per share, will be listed for trading and will be freely transferable, subject to the transfer restrictions set forth in the sponsor support agreement entered into by the Company, Pubco and the Sponsor in connection with the Business Combination (the “Sponsor Support Agreement”) and the lock-up agreement to be entered into by Pubco, the parent company of the Sponsor, CC MI7 SPV, LLC (the “Sponsor Parent”) and MI7 Founders, LLC (“MI7 Holder”)(the “Lock-Up Agreement”) and any restrictions pursuant to applicable laws.

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

The Closing is expected to occur in the second quarter of 2026, subject to the satisfaction of certain customary closing conditions.

Equity PIPE Subscription Agreement

Contemporaneously with the execution of the Business Combination Agreement, on July 7, 2025, certain investors (the “Equity PIPE Investors”) entered into subscription agreements (collectively, the “Equity PIPE Subscription Agreements”) with ReserveOne, Pubco, and solely with respect to Section 8(u) thereof, the Company, pursuant to which the Equity PIPE Investors agreed to purchase up to an aggregate of $ 500,000,000 of (a) either (i) ReserveOne Common Shares or (ii) in the event the issuance of ReserveOne Common Shares would, in the opinion of the Company, ReserveOne or Pubco on the advice of any of their respective legal counsel, adversely affect the treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986 (the “Code”), shares Pubco Class A common stock (the “Equity PIPE Shares”) and (b) either (i) ReserveOne Warrants or (ii) in the event the issuance of ReserveOne Warrants would, in the opinion of the Company, ReserveOne or Pubco and on the advice of their respective legal counsel, adversely affect the treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Warrants (“PIPE Warrants” and, together with the Equity PIPE Shares, the “Equity PIPE Securities”) at an aggregate purchase price of $ 10.00 , which $ 10.00 will entitle Equity PIPE Investors to one Equity PIPE Share and one PIPE Warrant, in a private placement (the “Equity PIPE”).

The PIPE Warrants (and the shares underlying the PIPE Warrants, the “Warrant Shares”) will be issued pursuant to a Warrant Agreement by and among ReserveOne, Pubco and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

The Equity PIPE Investors are permitted, under the Equity PIPE Subscription Agreements, to satisfy their commitments thereunder if they hold Company Class A ordinary shares that qualify as Non-Redeemed Shares (as defined in the PIPE Subscription Agreement) by delivering written notice to the Company of its election to fulfill its commitment thereby, subject to certain conditions and restrictions set forth in the Equity PIPE Subscription Agreements.

The purchase price for the Equity PIPE Securities may be paid in either cash or Bitcoin, at the sole election of each of the Equity PIPE Investors.

The net proceeds of the Equity PIPE will be converted into Bitcoin, subject to the terms of the Business Combination Agreement (after giving effect to any exceptions therein with respect to payment of any operating expenses and the payment of any expenses related to the consummation of the Business Combination).

The closing of the Equity PIPE is contingent upon the satisfaction of all closing conditions to consummate the Transactions and the Equity PIPE Investors’ consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic benefits of the Equity PIPE Investors, among other customary closing conditions.

Pursuant to the Equity PIPE Subscription Agreements, the Company and Pubco have agreed to use commercially reasonable efforts to cause the Equity PIPE Securities and Warrant Shares to be registered on the Registration Statement.

To the extent that any Equity PIPE Securities and Warrant Shares are unable to be included on the Registration Statement, Pubco has agreed to register and maintain the registration of the Equity PIPE Securities and Warrant Shares by filing a resale registration statement with the SEC within 30 calendar days after the Closing (at Pubco’s sole cost and expense), to register the resale of the Equity PIPE Securities and Warrant Shares.

Pubco has agreed to use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar days after the Closing, which may be extended an additional 30 calendar days depending on whether the SEC issues comments on the resale registration statement.

Each Equity PIPE Subscription Agreement will terminate and be void and of no further force and effect, subject to certain exceptions, upon the earliest to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms;

(ii) the mutual written agreement of the respective parties to terminate such agreement;

or (iii) July 7, 2026.

Convertible Note Subscription Agreement

Contemporaneously with the execution of the Business Combination Agreement, on July 7, 2025, certain investors entered into subscription agreements (the “Convertible Notes Subscription Agreements” and such investors, the “Convertible Notes Investors”) with Pubco, and, solely with respect to Section 9(t) thereof, the Company, pursuant to which the Convertible Notes Investors have agreed to purchase up to $ 250,000,000 in aggregate principal amount of Pubco’s 1.00 % Convertible Senior Notes (the “Convertible Notes” and such subscriptions, including the purchase of any Option Convertible Notes (as defined below), the “Convertible Notes PIPE,” and together with the Equity PIPE, the “PIPE Investments”), upon the terms and subject to the conditions set forth therein.

In addition, for a period of 30 days following the execution of the Convertible Notes Subscription Agreements, Pubco granted the Convertible Notes Investors an option to purchase additional convertible notes in an aggregate principal amount of up to $ 50 million, on a pro rata basis based on such Convertible Notes Investor’s subscription for Initial Convertible Notes (the “Option Convertible Notes”).

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

The net proceeds of the Convertible Notes PIPE will be converted into Bitcoin.

The closing of the Convertible Notes PIPE is contingent upon the satisfaction of all closing conditions to consummate the Transactions and the Convertible Notes Investors’ consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic benefits of the Convertible Notes Investors, among other customary closing conditions.

Pursuant to the Convertible Notes Subscription Agreements, Pubco has agreed to register and maintain the registration of the Pubco Class A Common Shares issuable upon conversion of the Convertible Notes by filing a resale registration statement with the SEC within 30 calendar days after the Closing (at Pubco’s sole cost and expense), to register the resale of the Pubco Class A Common Shares.

Amended and Restated Registration Rights Agreement

Concurrently with the consummation of the transactions contemplated by the Business Combination Agreement, the Company, Pubco, the Sponsor, the Sponsor Parent and the MI7 Holder will enter into a registration rights agreement that will amend and restate the current registration rights agreement entered into at the time of the Company’s initial public offering between the Company and the Original Sponsor (the “Amended and Restated Registration Rights Agreement”), pursuant to which Pubco will (i) assume the registration obligations of the Company under such registration rights agreement and (ii) provide registration rights with respect to the resale of the Registrable Securities (as defined the Amended and Restated Registration Rights Agreement) held by the Sponsor, the Sponsor Parent and the MI7 Holder.

Going Concern, Liquidity and Capital Resources

As of December 31, 2025, the Company had $ 1,175,051 in cash and working capital deficit of $ 5,995,887 .

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the Company’s liquidity concerns and mandatory liquidation date raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

The Company does not believe it will need to raise

additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying

a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary

to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

On June 16, 2025, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $ 2,500,000 from the Sponsor.

The 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 Note may be accelerated.

If the Company does not consummate an initial business combination, the Note will be repaid solely to the extent the Company has funds available outside its trust account established in connection with the Company’s initial public offering.

On June 18, 2025, September 19, 2025 and December 22, 2025, the Company borrowed $ 500,000 , $ 1,500,000 and $ 500,000 , respectively, under the Note.

On July 16, 2025, the Company and the Sponsor entered into the First Amendment to the Note (the “Note Amendment”), solely to correct a scrivener’s error regarding the Sponsor’s option to convert up to $ 1,500,000 of the outstanding unpaid principal balance under the Note into Private Placement Warrants at a purchase price of $ 1.50 per Private Placement Warrant.

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

All other terms of the Note remain unchanged.

The Company may need to raise additional funds, other than any potential borrowings under the Note, in order to fund the expenditures required for operating its business.

However, if the estimate of the costs of completing the transactions contemplated by the agreement with respect to an initial Business Combination discussed in Note 6 are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the completion of a Business Combination.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

1 unchanged sentence

Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

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

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

new or revised standard.

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

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

because of the potential differences in accounting standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting periods.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

The preparation of the financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments

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

The Company had $ 821,188 in cash and no cash

equivalents as of December 31, 2024.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,175,051 and $ 821,188 in cash as of December 31, 2025 and 2024, respectively.

The Company had no cash equivalents as of December 31, 2025 and 2024.

Investments Held in Trust Account

At December 31, 2024, the assets held in the Trust

Account, amounting to $ 294,617,243 , were held in mutual funds composed of U.S.

At December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 306,880,908 and $ 294,617,243 , respectively, were held in mutual funds composed of U.S.

treasury securities.

Investments in mutual funds are presented

on the balance sheets at fair value at the end of each reporting period.

The estimated fair values of investments held in the Trust Account

are determined using available market information.

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

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

Offering Costs

The Company complies with the requirements of the

ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted

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

FASB ASC 470-20, “Debt

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

and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A

ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the

warrants and then to the Class A ordinary shares.

The offering costs allocated to the Class A ordinary shares were charged

to temporary equity and the offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’

deficit as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted principally of professional and registration fees that were related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares.

The offering costs allocated to the Class A ordinary shares were charged to temporary equity and the offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

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

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

The Company follows the asset and liability method

of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities

are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

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

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

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Convertible Promissory Note – Related Party

The Company accounts for the promissory note (the “Note”) issued on June 16, 2025 to the Sponsor under ASC Topic 470 and is measured at amortized cost.

The Note was issued at par and did not include any discount or premium at issuance.

Accordingly, the initial carrying value of the Note was equal to the cash proceeds received from the holder, and the Note was recorded at its principal amount on the issuance date.

The embedded conversion feature was evaluated under ASC Topic 815 and determined to meet the “own equity” scope exception and therefore bifurcation is not required.

No other embedded features require separate recognition.

The fair value option under ASC 825 is not permitted.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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

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

The Company accounts for income taxes under ASC 740.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of

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

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

than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is

the Company’s major tax jurisdiction.

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

as income tax expense.

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

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

from its position.

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

change over the next twelve months.

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

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

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

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

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

Fair Value Measurements

The Company follows the guidance in ASC 820 for

its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets

and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

Share-Based Compensation

The Company records share-based compensation in

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

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

Share-Based Compensation

The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation.

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

The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their

fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments,

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

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

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

The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

Warrant Instruments

The Company accounts for the Public and Private

Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in

FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instrument under

equity treatment at its assigned value.

The Company accounts for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instrument under equity treatment at its assigned value.

Class A Shares Subject to Possible Redemption

The public shares contain a redemption feature which

allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote

or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies

public shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control of the

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable

shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering,

the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable

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

Accordingly, at December

31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the

shareholders’ deficit section of the Company’s balance sheet.

At December 31, 2024, the Class A ordinary shares

subject to possible redemption reflected in the balance sheet are reconciled in the following table:

The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, at December 31, 2025 and 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

At December 31, 2025 and 2024, the Class A ordinary shares subject to redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds $ 287,500,000

$ 287,500,000

Proceeds allocated to Public Warrants ( 3,421,250 )

( 3,421,250 )

Class A ordinary shares issuance costs ( 19,148,011 )

( 19,148,011 )

Remeasurement of carrying value to redemption value

Accretion for Class A ordinary shares to redemption amount 29,686,504

Class A ordinary shares subject to possible redemption, December 31, 2024 294,617,243

$ 294,617,243

Accretion for Class A ordinary shares to redemption amount 12,263,665

Class A ordinary shares subject to possible redemption, December 31, 2025 $ 306,880,908

Net Income per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as

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

of shares as of December 31, 2024.

Net income per ordinary share is calculated by dividing the net income by the weighted average shares

of ordinary shares outstanding for the respective period.

The calculation of diluted net income per ordinary

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

option) and the Private Placement to purchase an aggregate of 17,920,833 Class A ordinary shares because their exercise is contingent

upon future events.

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

value approximates fair value.

The following tables present a reconciliation of

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

For the Period from

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares, and the Company’s income and losses are shared pro rata between the two classes of shares for the year ended December 31, 2025.

For the period from March 12, 2024 (inception) through December 31, 2024, the Company had one class of share outstanding – Class B ordinary shares.

Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average shares of ordinary shares outstanding for the respective period.

The calculation of diluted net income per ordinary share does not consider the effect of the warrants to purchase an aggregate of 22,712,500 Class A ordinary shares issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement because their exercise is contingent upon future events.

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

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each period presented:

For the Year Ended

December 31, 2025 For the Period from

March 12, 2024

1 unchanged sentence

December 31, 2025

Class A Class B Class A Class B

Basic net income per ordinary share

2 unchanged sentences

Basic net income per ordinary share $ 0.16 $ 0.16 $ 0.24 $ 0.24

For the Period from

For the Year Ended

December 31, 2025 For the Period from

March 12, 2024

1 unchanged sentence

December 31, 2025

Class A Class B Class A Class B

Diluted net income per ordinary share

3 unchanged sentences

Concentration of Credit Risk

Financial instruments that potentially subject the

Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant

adverse impact on the Company’s financial condition, results of operations, and cash flows.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting

Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”),

to simplify certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion

and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity

classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible

debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted

earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods

within those fiscal years.

The Company adopted ASU 2020-06 as of March 12, 2024 (inception).

There was no effect to the

Company’s presented financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

“Improvements to Reportable Segment Disclosures”.

The amendments in this ASU require

disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer

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

profit or loss.

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

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

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

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

existing segment disclosures in Topic 280.

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

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

Management does not believe that any other recently

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

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on August

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

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

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

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

the “warrants”).

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

per share, subject to adjustment.

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

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

As of December 31, 2024, there were 22,712,500 warrants

outstanding, including 14,375,000 warrants sold as part of the Units in the Initial Public Offering and 8,337,500 Private Placement Warrants.

Pursuant to the Initial Public Offering, on August 2, 2024 the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their overallotment option in the amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share (the “public shares”), and one-half of one redeemable warrant (the “Public Warrants” and, together with the Private Placement Warrants, the “warrants”).

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

as discussed herein.

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

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

upon redemption or liquidation.

The Company will not be obligated to deliver any

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

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

and a prospectus relating thereto is current.

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

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

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

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

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

In no event will the Company

be required to net cash settle any warrant.

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

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

shares underlying such unit.

Under the terms of the warrant agreement, the Company

has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination,

it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the

Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A

ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same

to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current

prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in

accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable

upon exercise of the warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business

Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company

will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with

Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares

are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a

“covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders

of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration

statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify

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

If the holders exercise their Public Warrants on

a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares

equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,

multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants

by (y) the fair market value.

The “fair market value” is the average reported closing price of the Class A ordinary

shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received

by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary

Share Equals or Exceeds $ 18.00

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

As of December 31, 2025 and 2024, there were 22,712,500 warrants outstanding, including 14,375,000 warrants sold as part of the Units in the Initial Public Offering and 8,337,500 Private Placement Warrants.

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

The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value.

The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

The Company may redeem the outstanding warrants:

3 unchanged sentences

● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period commencing at least 150 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A

ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares

or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A

ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares

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

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

equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the

quotient of (x) the price per class A ordinary share paid in such rights offering and (y) the fair market value.

purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining

the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well

as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price

of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first

date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the

right to receive such rights.

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per class A ordinary share paid in such rights offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public

Offering, the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate of 8,337,500

Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per

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

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

Warrants and Cantor Fitzgerald & Co.

Simultaneously with the closing of the Initial Public Offering, the Original Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate of 8,337,500 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per warrant, or $ 8,337,500 in the aggregate.

Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 3,293,750 Private Placement Warrants.

Each whole warrant entitles the registered holder

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

The Private Placement Warrants are identical to

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

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

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

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

respect to Private Placement Warrants held by Cantor Fitzgerald & Co.

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

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

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

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

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

desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their

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

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

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

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

rights or pre-initial Business Combination activity;

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

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

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

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

outside the Trust Account;

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

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

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.

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

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Original Sponsor, Cantor Fitzgerald & Co.

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years from the date of the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

On May 23, 2025, the Original Sponsor, the Sponsor and the Company (only for the purposes of facilitating the purchase and share transfer) entered into the Securities Purchase Agreement, pursuant to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants of the Company owned by the Original Sponsor for an aggregate purchase price of $ 6,467,500 .

The transactions contemplated by the Securities Purchase Agreement were consummated on May 27, 2025.

At the Closing, the Original Sponsor delivered to the Sponsor an assignment of the Transferred Sponsor SPAC Securities against payment of the Closing Cash Purchase Price.

Also on May 27, 2025, the Sponsor entered into an agreement to purchase 3,293,750 additional Private Placement Warrants of the Company from Cantor Fitzgerald & Co.

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

delivered to the Sponsor an assignment of the Cantor Warrants.

The Original Sponsor, officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity;

Pursuant to the Securities Purchase Agreement, on May 27, 2025, the Company entered into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and the Company’s directors and executive officers, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of Original Sponsor’s rights, title and interests under the Letter Agreement, and the Sponsor agreed to be bound by all terms, conditions, and covenants and be entitled to all the terms and provisions therein.

The Company also entered into an Assignment and Assumption Agreement with the Sponsor and the Original Sponsor, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of Original Sponsor’s rights, title and interests under the Registration Rights Agreement, dated as of July 31, 2024, by and among the Company, Original Sponsor and Cantor Fitzgerald & Co., pursuant to which the Sponsor agreed to be bound by all terms, conditions, and covenants and be entitled to all the terms and provisions therein.

RELATED PARTY TRANSACTIONS

Founder Shares

On March 15, 2024, the Sponsor made a capital

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

7,187,500 founders shares to the Sponsor.

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

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

The Company’s initial shareholders have agreed

not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until

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

Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results

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

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

with respect to any founder shares (the “Lock-up”).

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

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

reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least

150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business

Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other

property, the founder shares will be released from the Lock-up.

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate

of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest bearing, unsecured

and due on demand.

The Company had no borrowings under the promissory note as of December 31, 2024 and the loan is no longer available

to be drawn upon.

On March 15, 2024, the Original Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 7,187,500 founders shares to the Original Sponsor.

As the underwriters’ over-allotment was exercised in full as part of the Initial Public Offering, none of the founder shares are subject to forfeiture.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

The transactions contemplated by the Securities Purchase Agreement were consummated on May 27, 2025.

At the Closing, the Original Sponsor delivered to the Sponsor an assignment of the Transferred Sponsor SPAC Securities against payment of the Closing Cash Purchase Price.

Convertible Promissory Note — Related Party

The Original Sponsor had agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest bearing, unsecured and due on demand.

As of the Initial Public Offering, the loan was repaid and was no longer available to be drawn upon.

On June 16, 2025, the Company issued a promissory note (the “Note”) to the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $ 2,500,000 from the Sponsor.

The 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 Note may be accelerated.

Upon consummation of a Business Combination, Sponsor shall have the option, but not the obligation, to convert up to $ 1,500,000 of the outstanding unpaid principal balance under this Note, into Private Placement Warrants at the purchase price of $ 1.00 per Private Placement Warrant, each such Private Placement Warrant exercisable to purchase one Class A ordinary share of the Company at $ 11.50 per share, subject to adjustment.

On June 18, 2025, September 19, 2025 and December 22, 2025, the Company borrowed $ 500,000 , $ 1,500,000 and $ 500,000 , respectively, under the Note.

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

As of December 31, 2025 and 2024, there were $ 2,500,000 and $ 0 , respectively, outstanding under the Note.

The Company accounts for the Note in accordance with ASC 470.

The Company evaluated the embedded features of the Note and determined that the embedded derivative does not require bifurcation under applicable accounting guidance.

The Note was issued in a related-party transaction with the Sponsor that was not conducted at arm’s length and is therefore measured at amortized cost.

The Note was issued at par and did not include a discount or premium at issuance.

Accordingly, the initial carrying value of the Note was equal to the cash proceeds received from the holder, and the Note was recorded at its principal amount on the issuance date.

Related Party Loans

In order to finance transaction costs in connection

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

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

If the Company completes

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

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

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

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

Up to $ 1,500,000 of such Working Capital Loans may be convertible

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

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

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

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans, which would include any potential borrowings under the Note, may be convertible into private placement warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024, no such Working Capital Loans were outstanding.

Advance from Related Party

M3 Partners has advanced the Company $ 280,545 to

be used for expenses related to the Initial Public Offering.

Subsequently, M3 Partners advanced an additional $ 98,212 to the Company.

As of December 31, 2024, the Company had $ 378,757 in advances from related party.

The Original Sponsor has advanced the Company $ 280,545 to be used for expenses related to the Initial Public Offering.

Subsequently, the Original Sponsor advanced an additional $ 98,212 and $ 76,338 to the Company as of December 31, 2024 and during the year ended December 31, 2025, respectively.

On April 4, 2025 and May 23, 2025, the Company repaid the Original Sponsor $ 378,757 and $ 51,898 , respectively, of these outstanding advances.

As of December 31, 2025 and 2024, the Company had no advances from related party, respectively.

Related Party Contribution

During the year ended December 31, 2025, the Company recorded $ 24,440 as an advance from a related party for the payment of certain operating expenses on behalf of the Company.

The advance was made by the Company’s Original Sponsor.

Subsequent to the payment of these expenses, the Original Sponsor indicated that it does not intend to seek reimbursement from the Company.

Accordingly, the Company determined that the amount represents a capital contribution from the Original Sponsor rather than a payable.

As a result, the Company reclassified the $ 24,440 from advance from related party to additional paid-in capital in the accompanying financial statements.

Due from Related Party

As of December 31, 2025, the Company recorded a balance of $ 527 due from related party.

The balance arose from an overpayment made in connection with amounts due under a promissory note with the Original Sponsor.

Non-Employee Director Compensation

On June 26, 2025, the Company adopted a Non-Employee Director Compensation Plan to attract and retain highly qualified individuals to serve as non-employee directors.

Effective October 1, 2025, the Company began making cash payments to its non-employee directors for Board service, with payments made in arrears to cover services provided since June 2025.

For the year ended December 31, 2025 and 2024, the Company recognized $ 1,617,000 and $ 0 , respectively, in director compensation expense within its statements of operations.

The related accrued compensation, included in accrued expenses on the balance sheets, was $ 891,500 and $ 0 as of December 31, 2025 and 2024, respectively.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the founder shares, Private Placement

Warrants and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion

of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities

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

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

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

filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination.

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

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Equity PIPE Subscription Agreement

The Equity PIPE Investors are permitted, under the Equity PIPE Subscription Agreements, to satisfy their commitments thereunder if they hold Company Class A ordinary shares that qualify as Non-Redeemed Shares (as defined in the PIPE Subscription Agreement), subject to certain conditions and restrictions set forth in the Equity PIPE Subscription Agreements.

The purchase price for the Equity PIPE Securities may be paid in either cash or Bitcoin, at the sole election of each of the Equity PIPE Investors.

(ii) the mutual written agreement of the respective parties to terminate such agreement;

or (iii) July 7, 2026.

Convertible Note Subscription Agreement

Contemporaneously with the execution of the Business Combination Agreement, on July 7, 2025, certain investors entered into subscription agreements (the “Convertible Notes Subscription Agreements” and such investors, the “Convertible Notes Investors”) with Pubco, and, solely with respect to Section 9(t) thereof, the Company, pursuant to which the Convertible Notes Investors have agreed to purchase up to $ 250,000,000 in aggregate principal amount of Pubco’s 1.00 % Convertible Senior Notes (the “Initial Convertible Notes” and such subscriptions, including the purchase of any Option Convertible Notes (as defined below), the “Convertible Notes PIPE,” and together with the Equity PIPE, the “PIPE Investments”), upon the terms and subject to the conditions set forth therein.

In addition, for a period of 30 days following the execution of the Convertible Notes Subscription Agreements, Pubco has granted the Convertible Notes Investors an option to purchase additional convertible notes in an aggregate principal amount of up to $ 50 million, on a pro rata basis based on such Convertible Notes Investor’s subscription for Initial Convertible Notes (the “Option Convertible Notes” and, together with the Initial Convertible Notes, the “Convertible Notes”).

The net proceeds of the Convertible Notes PIPE will be converted into Bitcoin.

The closing of the Convertible Notes PIPE is contingent upon the satisfaction of all closing conditions to consummate the Transactions and the Convertible Notes Investors’ consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that are material and adverse economically to the Convertible Notes Investors, among other customary closing conditions.

Amended and Restated Registration Rights Agreement

Underwriters’ Agreement

The underwriters had a 45 -day option from the date

of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any.

On August 1, 2024,

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

The underwriters were entitled to a cash underwriting

discount of $ 5,000,000 ( 2.0 % of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units

sold pursuant to the underwriters’ over-allotment option), which was paid upon the closing of the Initial Public Offering.

Additionally,

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

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

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

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

The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any.

On August 1, 2024, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $ 10.00 per Unit.

The underwriters were entitled to a cash underwriting discount of $ 5,000,000 ( 2.0 % of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option), which was paid upon the closing of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred underwriting discount of 4.40 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.40 % of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or $ 13,400,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Risks and Uncertainties

The United States and global markets are experiencing

volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation

of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the

removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and

to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas

conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,

the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting

impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could

lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain

interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search

for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine, Israel-Hamas and U.S.-Israel-Iran conflicts, as well as the changes in the economic and strategic policies of the United States.

Although the length and impact of these circumstances are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, import costs, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any new sanctions or economic policies could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from these circumstances and subsequent sanctions or other actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Business Combination Agreement

On July 7, 2025, the Company, ReserveOne, Pubco, the Merger Subs, entered into the Business Combination Agreement.

Following the Domestication, SPAC Merger Sub will merge with and into the Company , with the Company continuing as the surviving entity, and as a result of which the Company will be a wholly-owned subsidiary of Pubco.

Promptly following the SPAC Merger, Company Merger Sub will merge with and into ReserveOne, with ReserveOne continuing as the surviving company, and as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco.

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

The Closing is expected to occur in the second quarter of 2026, subject to the satisfaction of certain customary closing conditions.

On July 16, 2025, the Company and the Sponsor entered into the Note Amendment, solely to correct a scrivener’s error regarding the Sponsor’s option to convert up to $ 1,500,000 of the outstanding unpaid principal balance under the Note into Private Placement Warrants at a purchase price of $ 1.50 per Private Placement Warrant.

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

All other terms of the Note remain unchanged.

SHAREHOLDERS’ DEFICIT

Preferred Shares — The

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

At December 31, 2024, there were no

preferred shares issued or outstanding.

Class A Ordinary Shares — The

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

At December 31, 2024,

there were no Class A ordinary shares issued or outstanding, excluding 28,750,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The

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

As of December 31, 2024,

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

The founder shares included an aggregate of up to 937,500 shares

subject to forfeiture if the over-allotment option was not exercised by the underwriters in full.

On August 1, 2024, the underwriters

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

As such, the 937,500 founder shares

were no longer subject to forfeiture.

The founder shares will automatically convert into

Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the

holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, share consolidations, reorganizations,

recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary

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

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

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

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

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

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

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

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

provided that such conversion of founder shares will

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

Holders of record of the Company’s Class A

ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

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

At December 31, 2025 and 2024, there were no preferred shares issued or outstanding.

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

At December 31, 2025 and 2024, there were no Class A ordinary shares issued or outstanding, excluding 28,750,000 Class A ordinary shares subject to possible redemption.

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

As of December 31, 2025 and 2024, there were 7,187,500 Class B ordinary shares issued and outstanding.

The founder shares included an aggregate of up to 937,500 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full.

On August 1, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

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

The founder shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Notwithstanding the foregoing, pursuant to the terms of the Business Combination Agreement, upon the consummation of the proposed Business Combination, the founder shares will convert, on a one-for-one basis, into one share of Class A-2 common stock of ReserveOne, par value $ 0.0001 per share (the “ ReserveOne Class A-2 Common Shares ”) and then each issued and outstanding ReserveOne Class A-2 Common Share will be automatically canceled and extinguished and converted into and thereafter represent the right to receive one share of Pubco Class B common stock, par value $ 0.0001 per share (the “ Pubco Class B Common Shares ”), following which, all Company Class A-2 Common Shares will cease to be outstanding and will automatically be canceled and will cease to exist.

Following the consummation of the transactions contemplated by the Business Combination Agreement, each Pubco Class B Common Share will be entitled to ten votes per share on each matter submitted for a vote of Pubco’s shareholders.

In addition, upon consummation of the proposed Business Combination and in lieu of the anti-dilution provisions described in the prior paragraph, the Sponsor will receive an additional 5.5 million Pubco Class B Common Shares, of which 5 million shares are subject to forfeiture pursuant to the terms of the Business Combination Agreement.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and

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

Quoted prices in active markets for identical

assets or liabilities.

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

with sufficient frequency and volume to provide pricing information on an ongoing basis.

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

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

Observable inputs other than Level 1 inputs.

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

assets or liabilities in markets that are not active.

Unobservable inputs based on assessment

of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the

Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and indicates the

fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Investments held in Trust Account - U.S.

Treasury Securities

$ 294,617,243

The following table presents information about the

Company’s assets that are measured at fair value on August 2, 2024, and indicates the fair value hierarchy of the valuation inputs

the Company utilized to determine such fair value:

Fair value of Public Warrants for Class A

ordinary shares subject to redemption allocation

The fair value of Public Warrants was determined

using a binomial-lattice model.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement

after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public

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

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

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

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

December 31, 2025

Prices in Significant

Other Significant

Markets Observable

Inputs Unobservable

Description (Level 1) (Level 2) (Level 3)

Investments held in Trust Account – mutual funds $ 306,880,908 $ — $ —

December 31, 2024

Prices in Significant

Other Significant

Markets Observable

Inputs Unobservable

Description (Level 1) (Level 2) (Level 3)

Investments held in Trust Account – mutual funds $ 294,617,243 $ — $ —

The following table presents information about the Company’s assets that are measured at fair value on August 2, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level August 2,

Fair value of Public Warrants for Class A ordinary shares subject to redemption allocation 3 $ 3,421,250

The fair value of Public Warrants was determined using a binomial-lattice model.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

Underlying stock price $ 9.92

Exercise price 11.50

Term (years) 4.70

Risk-free rate 3.61 %

Volatility 1.0 %

Probability of completion a Business Combination 60.0 %

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

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

geographic areas, and major customers.

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

information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how

to allocate resources and assess performance.

The Company’s chief operating decision maker

has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole

to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company

only has one operating segment.

When evaluating the Company’s performance and making key decisions

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

2024 (Inception)

General and administrative costs

ASC Topic 280, ”Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one reporting segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

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

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

For the Year Ended

2024 (Inception) Through

General and operating costs $ 6,484,916 $ 453,416

Interest earned on investments held in Trust Account $ 12,263,666 $ 5,679,743

The key measures of segment profit or loss reviewed

by our CODM are interest earned on investments held in Trust Account and general and administrative costs.

The CODM reviews interest

earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative costs are reviewed and

monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the

business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements

to ensure costs are aligned with all agreements and budget.

The accounting policies used to measure the profit and loss of the segment

are the same as those described in the summary of significant accounting policies.

2025 December 31,

Cash $ 1,175,051 $ 821,188

Investments held in Trust Account $ 306,880,908 $ 294,617,243

The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

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

Based upon this review, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, other than the matter described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 18, 2026, the Company issued a promissory note (the “Second Sponsor Note”) to the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $ 2,000,000 from the Sponsor.

On February 18, 2026, the Company borrowed $ 600,000 on the Second Sponsor Note.

The proceeds of the 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.

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 9A. Controls and Procedures