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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-12 · 141 added, 126 removed, 66 unchanged (80% of the section changed)

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

References in this report (the “Quarterly

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based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from

the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination

A number of factors could cause actual events, performance or results to differ materially

from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination

are not satisfied.

For information identifying important factors that could cause actual results to differ materially from those anticipated

in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public

Offering filed with the U.S.

in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be

accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the

Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,

future events or otherwise.

We are a blank check company incorporated in the

Cayman Islands on March 12, 2024 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or other similar Business Combination with one or more businesses.

We intend to effectuate our Business Combination using cash derived

from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of

cash, shares and debt.

The Company’s securities filings can be accessed on the EDGAR

section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any

intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in

the Cayman Islands on March 12, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or other similar Business Combination with one or more businesses.

We intend to effectuate our Business Combination using

cash derived from the proceeds of the IPO and the sale of the Private Placement Warrants, our shares, debt or a combination of cash,

shares and debt.

We expect to continue to incur significant costs

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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.

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

SPAC Merger Sub, and Company Merger Sub, entered into the Business Combination Agreement.

Pursuant to the Business Combination Agreement,

the Company will effect the Domestication to Delaware.

Following the Domestication, SPAC Merger Sub will merge with and into the Company,

with the Company continuing as the surviving entity, and as a result of which the Company will be a wholly-owned subsidiary of Pubco.

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

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

As a result of the Mergers, Pubco will become

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

The Closing is expected to occur in the first

The Closing is expected to occur in the second

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

Description of Organization and

Business Operations - Proposed Business Combination for additional information.

The foregoing description of the Business

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

Combination Agreement, a copy of which is attached hereto as Exhibit 2.1, and incorporated by reference herein.

On February 18, 2026, we issued a promissory

note (the “2026 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 2026 Note and on March 27, 2026 the Company borrowed an additional

$500,000 under the 2026 Note.

As of March 31, 2026, the outstanding principal balance under the

2026 Note was $1,100,000.

The proceeds of the 2026 Note will be used for general working capital purposes.

The 2026 Note bears no

interest and is payable in full upon the consummation of our initial business combination.

The foregoing description of the 2026 Note

does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Note, a copy of which is attached

hereto as Exhibit 10.1, and incorporated by reference herein.

Results of Operations

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generated any revenues to date.

Our only activities from March 12, 2024 (inception) through September 30, 2025, were organizational activities,

those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

We generate non-operating

income in the form of interest income on cash and marketable securities held in the Trust Account.

We incur expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2025,

we had a net loss of $491,393, which consists of $2,868,287 of general and administrative costs and compensation expense of $765,773,

offset by $3,142,667 from interest earned on marketable securities held in Trust Account.

For the nine months ended September 30, 2025,

we had a net income of $4,606,168, which consists of $9,331,539 from interest earned on marketable securities held in Trust Account, offset

by $3,913,871 of general and administrative costs and compensation expense of $811,500.

For the three months ended September 30, 2024,

we had a net income of $2,010,116, which consists of $2,305,244 from interest earned on marketable securities held in Trust Account, offset

Our only activities from March 12, 2024 (inception), through March 31, 2026, were organizational activities,

those necessary to prepare for the IPO, described below, and identifying a target company for a business combination.

We do not expect

to generate any operating revenues until after the completion of our business combination.

We generate non-operating income in the form

of interest income on cash and marketable securities held in the Trust Account.

We incur expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2026, we

had a net income of $1,713,069, which consists of $2,698,384 from interest earned on cash held in Trust Account, partially offset by

$985,315 of general and operating costs.

For the three months ended March 31, 2025, we

had a net income of $2,913,268, which consists of $3,085,128 from interest earned on marketable securities held in Trust Account, offset

by $171,860 of general and administrative costs.

For the period from March 12, 2024 (inception)

through September 30, 2024, we had net income of $1,960,642, which consists of $2,305,244 from interest earned on cash held in Trust Account,

offset by $344,602 of general and administrative costs.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering,

our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Original Sponsor

and loans or advances from the Original Sponsor or another related party.

On August 2, 2024, we consummated the Initial

Public Offering of 28,750,000 Units at $10.00 per Units, which includes the full exercise by the underwriters of their over-allotment

option in the amount of 3,750,000 Units generating gross proceeds of $287,500,000.

Simultaneously with the closing of the Initial Public

Offering, we consummated the sale of an aggregate of 8,337,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant,

in a private placement to the Original Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the initial

Public Offering, generating gross proceeds of $8,337,500.

On May 27, 2025, the Original Sponsor and Cantor Fitzgerald & Co.

Private Placement Warrants to the Sponsor.

Following the Initial Public Offering, the full

exercise of the over-allotment option, and the sale of the Units, a total of $288,937,500 was placed in the Trust Account.

$19,406,996 of transaction costs, consisting of $5,000,000 of cash underwriting fees, $13,400,000 of deferred underwriting fees, and $1,006,996

of other offering costs.

On June 16, 2025, the Company issued 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.

bears no interest and is payable on 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 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.

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

On June 18, 2025 and September 19, 2025 the Company

borrowed $500,000 and $1,500,000, respectively, under the Note.

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

working capital.

As of September 30, 2025, we had marketable securities

Going Concern, Liquidity and Capital Resources

Until the consummation of the IPO, our only source

of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans or advances

from the Sponsor or another related party.

On August 2, 2024, we consummated the IPO of

28,750,000 Units at $10.00 per Units, which includes the full exercise by the underwriters of their over-allotment option in the amount

of 3,750,000 Units generating gross proceeds of $287,500,000.

Simultaneously with the closing of the IPO, we consummated the sale of

an aggregate of 8,337,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the

Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the IPO, generating gross proceeds of $8,337,500.

Following the IPO, the full exercise of the over-allotment

option, and the sale of the Units, a total of $288,937,500 was placed in the Trust Account.

We incurred $19,406,996 of transaction costs,

consisting of $5,000,000 of cash underwriting fee, $13,400,000 of deferred underwriting fee, and $1,006,996 of other offering costs.

As of March 31, 2026, we had marketable securities

held in the Trust Account of $309,579,292.

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all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes

payable), to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration

to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the

operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2025, we had cash of $1,683,134.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence

on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their

representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate

and complete a Business Combination.

payable), to complete our initial business combination.

To the extent that our share capital or debt is used, in whole or in part, as

consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital

to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

On June 16, 2025, we issued the Sponsor Note

to the Sponsor pursuant to which the Company has borrowed $2,500,000 from the Sponsor as of March 31, 2026.

Up to $1,500,000 of 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.

The warrants will be identical to the Private Placement Warrants.

On February 18, 2026, the Company issued a

promissory note (the “2026 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 under the 2026 Note and on March 27, 2026

the Company borrowed an additional $500,000 under the 2026 Note.

As of March 31, 2026, the outstanding principal balance under the

2026 note was $1,100,000.

The proceeds of the 2026 Note will be used to provide the Company with general working capital.

As of March 31, 2026, we had cash of $876,078

and working capital deficit of $6,981,202.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate

target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of

prospective target businesses, and structure, negotiate and complete a business combination.

In connection with our assessment of going

concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements -Going Concern,” management has

determined that our liquidity concerns and mandatory liquidation date raise substantial doubt about our ability to continue as a going

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

period in which we have to complete our initial business combination.

The Company cannot assure that its plans to consummate an initial

business combination will be successful.

In order to fund working capital deficiencies

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affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such

loaned amounts.

In the event that a 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 for such repayment.

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.

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 Agreement with ReserveOne and its affiliates 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 the transactions contemplated by the

Business Combination Agreement.

Moreover, we may need to obtain additional financing

either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation

of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

If we complete our initial business combination, we would

repay such loaned amounts.

In the event that a 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 for such repayment.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of September 30, 2025.

which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions that create relationships

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Contractual obligations

We do not have any long-term debt, capital lease obligations, operating

lease obligations or long-term liabilities.

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities.

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.

Simultaneously

with the closing of the Initial Public Offering, 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.

Critical Accounting Policies

date of the IPO to purchase up to an additional 3,750,000 units to cover over-allotments, if any.

Simultaneously with the closing of

the IPO, 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.

Promissory Notes – Related Party

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 Note was non-interest

bearing and payable upon the earlier of (i) December 31, 2024, or (ii) the completion of the IPO.

No amounts were borrowed under the

Promissory Note and borrowings under the Promissory Note are no longer available.

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 Note ”).

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.

On February 18, 2026, we and the 2026 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 2026 Note.

On March 27, 2026 the Company borrowed an additional $500,000 under the

As of March 31, 2026, the outstanding principal balance under the 2026 Note was $1,100,000.

The proceeds of the 2026 Note will be used for general working capital purposes.

The 2026 Note bears no interest and is payable in full

upon the consummation of our initial business combination.

Critical Accounting Estimates

The preparation of unaudited condensed financial

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results could materially differ from those estimates.

We have identified no critical accounting policies.

We have identified no critical accounting estimates or policies that has had or

is reasonably likely to have a material impact on our financial condition or results of operations.

Recent Accounting Standards

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issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial

Quantitative and Qualitative Disclosures

About Market Risk

Quantitative and Qualitative Disclosures About Market

Not required for smaller reporting companies.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis