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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-14 · 101 added, 193 removed, 14 unchanged (95% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to M3-Brigade Acquisition V Corp.

to our “management” or our “management team” refer to our officers and directors, and references to the “Original

Sponsor” refer to M3-Brigade Sponsor V LLC and “Sponsor” refer to MI7 Sponsor, LLC.

The following discussion and analysis

of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial

statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Velos Acquisition I Corp.

(f/k/a M3-Brigade Acquisition V Corp.) References to our “management” or our “management team” refer to our officers and directors, and references to the “Original Sponsor” refer to M3-Brigade Sponsor V LLC and “Sponsor” refer to MI7 Sponsor, LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination

(as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,”

“estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs,

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

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 Annual Report on Form 10-K filed with

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, 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 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 Annual Report on Form 10-K filed with the U.S.

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 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

in the pursuit of our acquisition plans.

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 in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Business Combination Agreement

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

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

with applicable laws.

The shares of Pubco Class A common stock, par

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

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

The shares of Pubco Class B

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

The Closing is expected to occur in the 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.

Business Combination Agreement, Mutual Termination, and Related Matters

On July 7, 2025, the Company, ReserveOne, Pubco, SPAC Merger Sub, and Company Merger Sub, entered into a Business Combination Agreement.

Subsequently, on June 12, 2026, the parties to the Business Combination Agreement mutually agreed to terminate the Business Combination Agreement and entered into a series of transactions that would provide the Company with additional time to complete its initial Business Combination.

This was necessary because following the mutual termination of the Business Combination Agreement the Company’s Articles provided that the Company must liquidate the Trust Account if it has not consummated its initial Business Combination by August 2, 2026.

Without taking actions to extend the time by which the Company must complete its initial Business Combination under the Articles, the Company’s Board believed that it would not be able to complete an initial Business Combination on or before August 2, 2026.

If the Company were to fail to complete the initial Business Combination by that date, the Company would be forced to liquidate.

As such, the Company entered into the 2026 Securities Purchase Agreements, the Voting and Non-Redemption Agreements, and Voting Agreements with various third parties to ensure that the Company had the support to secure an extension of the time needed to complete its initial Business Combination (an “Extension”) (see Note 1.

Description of Organization and Business Operations – Mutual Termination Agreement and Related Agreements ).

As approval of an Extension required approval of the holders of the Company’s Ordinary Shares, the Company’s Board called for a meeting of the Company’s Ordinary Share holders on July 17, 2026 to consider the Articles Amendment Proposals to approve the Amendments to provide for an extension and other items that the Company’s Board deemed to be in the Company’s best interests to facilitate an initial Business Combination, including the Extension Proposal, the Trust Interest Withdrawal Proposal, the Name Change Proposal, the Fairness Opinion Proposal, and the Trust Agreement Amendment Proposal (see Note 10.

Subsequent Events – July 2026 Meeting and Articles Amendments ).

At the July 2026 Meeting, holders of the Company’s issued and outstanding Ordinary Shares entitled to vote at the July 2026 Meeting approved each of the Articles Amendment Proposals and the Trust Agreement Amendment Proposals.

The Amendments were immediately effective upon approval by the Ordinary Shareholders under Cayman Islands law.

As a result of the approval of the Extension Proposal, the Company now has until August 2, 2027 to complete its initial Business Combination.

In connection with the July 2026 Meeting shareholders holding an aggregate of 12,455,589 Class A ordinary shares exercised their right to redeem their shares for approximately $10.88 per share from the funds held in the Company’s Trust Account, leaving approximately $177,286,938 in cash in the Trust Account after satisfaction of such redemptions.

Following such redemptions, the Company had an aggregate of 23,481,911 Ordinary Shares outstanding, of which 16,294,411 were Class A ordinary shares and 7,187,500 were Class B ordinary shares.

Following the redemptions in connection with the Meeting, on July 20, 2026 the Sponsor converted 7,187,500 of its Class B ordinary shares into Class A ordinary share into Converted Shares.

As such, as of the close of business on July 20, 2026 there were 23,481,911 Class A ordinary shares outstanding and no Shares of Class B ordinary shares outstanding.

February 2026 Note

On February 18, 2026, we issued a promissory note (the “February 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 February 2026 Note and on March 27, 2026 the Company borrowed an additional $500,000 under the February 2026 Note.

As of June 30, 2026, the outstanding principal balance under the February 2026 Note was $1,100,000.

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

The February 2026 Note bears no interest and is payable in full upon the consummation of our initial Business Combination.

July 2026 Note

On July 21, 2026, we issued the July 2026 Note to the Sponsor, pursuant to which the Sponsor may lend to us up to an aggregate principal amount of $4,000,000.

On July 21, 2026, we borrowed $3,500,000 under the July 2026 Note.

The proceeds of the July 2026 Note will be used to pay off existing liabilities as of July 20, 2026, and for general working capital.

The July 2026 Note bears no interest and is payable in full upon the consummation of our 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 July 2026 Note may be accelerated.

If we do not consummate an initial Business Combination, the July 2026 Note will be repaid solely to the extent we have funds available outside the Trust Account.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

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.

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from March 12, 2024 (inception), through June 30, 2026, were organizational activities, those necessary to prepare for the IPO, described below, identifying a target company for a Business Combination, and attempting to consummate our prior Business Combination Agreement.

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 investments 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 June 30, 2026, we had a net income of $1,671,749, which consists of $2,740,218 from interest earned on cash held in Trust Account, partially offset by $1,068,469 of general and operating costs.

For the six months ended June 30, 2026, we had a net income of $3,384,818, which consists of $5,438,602 from interest earned on cash held in Trust Account, partially offset by $2,053,784 of general and operating costs.

For the three months ended June 30, 2025, we had a net income of $2,184,293, which consists of $3,103,744 from interest earned on investments held in Trust Account, offset by $873,724 of general and administrative costs and compensation expense of $45,727.

For the six months ended June 30, 2025, we had a net income of $5,097,561, which consists of $6,188,872 from interest earned on investments held in Trust Account, offset by $1,045,584 of general and administrative costs and compensation expense of $45,727

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.

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 June 30, 2026, we had investments held in the Trust Account of $312,319,510.

We may withdraw interest from the Trust Account to pay taxes, if any.

We intend to use substantially

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 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.

We intend to use substantially 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 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 2025 Note to the Sponsor pursuant to which the Company has borrowed $2,500,000 from the Sponsor as of June 30, 2026.

Up to $1,500,000 of the 2025 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

or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their

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

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.

On February 18, 2026, the Company issued the February 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 February 2026 Note and on March 27, 2026 the Company borrowed an additional $500,000 under the February 2026 Note.

As of June 30, 2026, the outstanding principal balance under the February 2026 Note was $1,100,000.

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

As of June 30, 2026, we had cash of $142,798 and working capital deficit of $8,049,671.

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 concern.

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 or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

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 March 31, 2026.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

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 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.

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 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.

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 the 2025 Note.

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

Up to $1,500,000 of the aggregate principal amount drawn under the 2025 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 initial Business Combination is not consummated, the 2025 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.

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

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

As of June 30, 2026, the outstanding principal balance under the February 2026 Note was $1,100,000.

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

The February 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

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

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.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

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

Management does not believe that any recently

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

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Quantitative and Qualitative Disclosures About Market Risk

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