What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-13 · 301 added, 36 removed, 115 unchanged (75% of the section changed)

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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 “Sponsor”

refer to M3-Brigade Sponsor V 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

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

risks and uncertainties.

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 M17 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

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

Recent Developments

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”).

As a result of the Domestication, (i) each Class

A ordinary share of the Company issued and outstanding immediately prior to the Domestication will convert into one share of Class A-1

common stock of the Company, par value $0.0001 per share (the “Company Class A-1 Common Shares”);

(ii) each Class B ordinary

share of the Company will convert into one share of Class A-2 common stock of the Company, par value $0.0001 per share (the “Company

Class A-2 Common Shares”);

and (iii) each Company warrant to purchase a Class A ordinary shares of the Company, issued and outstanding

immediately prior to the Domestication will convert into a warrant to purchase one Company Class A-1 Common Share at an exercise price

of $11.50 (the “Company Warrants”).

Following the Domestication, (i) 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.

In connection with the consummation of the SPAC Merger, (a) each issued and outstanding Company

Class A-1 Common Share will be automatically canceled and extinguished and converted into and thereafter represent the right to receive

one share of Pubco Class A common stock, par value $0.0001 per share, following which, all Company Class A-1 Common Shares will cease

to be outstanding and will automatically be canceled and will cease to exist, (b) each issued and outstanding Company 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, following which, all Company Class A-2 Common Shares will cease to be outstanding

and will automatically be canceled and will cease to exist, and (c) each issued and outstanding Company Warrant will be automatically

converted into a Pubco Warrant.

Following the Closing, each share of Pubco Class B common stock will be entitled to ten votes per share

while each share of Pubco Class A common stock will be entitled to one vote per share, in each case, on each matter submitted for a vote

of Pubco’s shareholders.

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.

In connection with the consummation of the Company Merger, (i) each issued and outstanding ReserveOne

Common Share will be automatically cancelled and extinguished and converted into the right to receive a number of shares of Pubco Class

A common stock, following which, all ReserveOne Common Shares will cease to be outstanding and will automatically be canceled and will

cease to exist and (ii) each ReserveOne Warrant, if any, will be automatically converted into one Pubco Warrant.

As a result of the Mergers, SPAC Surviving Subsidiary

and Company Surviving Subsidiary will become wholly owned subsidiaries of Pubco, and 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 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 will not be listed

or freely transferable.

The Closing is expected to occur in the fourth

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

Sponsor Earnout Shares

The Sponsor has agreed that, effective upon the

Closing, a portion of the shares of Class B common stock received by the Sponsor in the Mergers will be subject to forfeiture, unless

applicable vesting conditions are satisfied prior to the five-year anniversary of the Closing.

Representations and Warranties

The Business Combination Agreement contains customary

representations and warranties of the parties, which will not survive the Closing.

Many of the representations and warranties are qualified

by materiality or Material Adverse Effect.

“Material Adverse Effect” as used in the Business Combination Agreement means

with respect to the Company or ReserveOne, any event, occurrence, change or effect that individually or in the aggregate, has had, or

would reasonably be expected to have, a material adverse effect on (i) the business, results of operations, or financial condition of

the Company or ReserveOne, as the case may be, and its subsidiaries, taken as a whole, or (ii) the ability of the Company or ReserveOne,

as the case may be, or any of its subsidiaries to consummate the Transactions, in each case subject to certain customary exceptions.

Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement

or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

The Business Combination Agreement also contains

pre-closing covenants of the parties, including, among other things, obligations of the parties to operate their respective businesses

in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written

consent of certain other parties, in each case, subject to certain exceptions and qualifications.

Additionally, the parties have agreed

not to solicit, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement.

The covenants

do not survive the Closing (other than those that are to be performed after the Closing).

The Business Combination Agreement also contains

obligations of certain of the parties to use their reasonable best efforts to consummate the Transactions contemplated by the Business

Combination Agreement.

This includes, among other things, certain obligations of the Company and Pubco with regards to carrying out the

PIPE Investments (as defined below) in connection with the Closing.

The Company and Pubco are each obligated to use reasonable best efforts

to consummate the transactions contemplated by the Convertible Notes Subscription Agreements and the Equity PIPE Subscription Agreements

(each as defined below), respectively.

The Company and Pubco agreed, as promptly as

practicable after the execution of the Business Combination Agreement, to prepare and file with the U.S.

Securities and Exchange Commission

(the “SEC”), a registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration

Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”)

of the issuance of the shares of Pubco Class A common stock to the Company’s shareholders, and containing a proxy statement/prospectus

for the purpose of soliciting proxies from the Company’s shareholders to approve (the “SPAC Shareholder Approval”),

at an extraordinary general meeting of the Company’s shareholders (the “SPAC Shareholder Meeting”), the Business Combination

Agreement, the Transactions and related matters and providing the Company’s shareholders an opportunity, in accordance with its

organizational documents and initial public offering prospectus, to have their Company Class A Ordinary Shares redeemed.

Conditions to the Parties’ Obligations

to Consummate the Merger

Under the Business Combination Agreement, the

obligations of the parties to consummate (or cause to be consummated) the Transactions are subject to a number of customary conditions

for special purpose acquisition companies, including, among others, the following:

(i) the approval by the Company’s shareholders

of the Business Combination Agreement and the Transactions, including the Merger;

(ii) the consummation of the Transactions not being

prohibited by applicable laws;

(iii) effectiveness of the Registration Statement;

(iv) the shares of Pubco Class A common stock having

been approved for listing on Nasdaq;

and (v) the sum of (A) the aggregate cash proceeds actually received from the Trust Account (after

giving effect to any redemptions by the Company’s shareholders), and (B) the Equity PIPE Gross Proceeds actually received by the

Company, being not less than $500 million, net of all Unpaid Expenses.

The obligations of the Company to consummate

(or cause to be consummated) the Transactions are also subject to, among other things (i) the representations and warranties of the ReserveOne,

Pubco, SPAC Merger Sub and Company Merger Sub being true and correct, subject to the applicable materiality standards contained in the

Business Combination Agreement, (ii) material compliance by the ReserveOne, Pubco, SPAC Merger Sub and Company Merger Sub with their

respective pre-closing covenants, (iii) no occurrence of a Material Adverse Effect with respect to the ReserveOne or Pubco, and (iv)

completion of the Domestication.

Termination Rights

The Business Combination Agreement contains certain

termination rights, including, among others, the following:

(i) upon the mutual written consent of the Company and ReserveOne, (ii) by

the Company in connection with a breach of a representation, warranty, covenant or other agreement by ReserveOne, if the breach cannot

be cured and would result in the failure of the related condition to Closing, (iii) by ReserveOne in connection with a breach of a representation,

warranty, covenant or other agreement by the Company, if the breach cannot be cured and would result in the failure of the related condition

to Closing, (iv) by either the Company or ReserveOne if the Transactions have not been consummated on or prior to March 31, 2026, (v)

by either the Company or ReserveOne if any Governmental Entity issues an Order or takes any other action prohibiting the Transactions

and such Order is final and nonappealable, or (vi) by either the Company or ReserveOne if the SPAC Shareholder Meeting is held and SPAC

Shareholder Approval is not received.

If the Business Combination Agreement is validly

terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business

Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each as defined

in the Business Combination Agreement).

Administrative Services Agreement

Prior to the consummation of the Transactions,

an affiliate of the Sponsor (the “Sponsor Affiliate”) and Pubco intend to enter into an administrative services agreement

in a form to be agreed to by such Sponsor Affiliate and Pubco, pursuant to which, among other things, such Sponsor Affiliate will provide

certain back-office and administrative services to Pubco following consummation of the Transactions.

Lock-Up Agreement

Within two business days of the Registration

Statement being declared effective, CC MI7 SPV, LLC, the parent company of the Sponsor (the “Sponsor Parent”) and MI7 Founders,

LLC (the “MI7 Holder”) will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with Pubco, pursuant to

which the Sponsor Parent and the MI7 Holder will agree that all shares of Pubco Class A common stock and Pubco private placement warrants

received by the Sponsor Parent and the MI7 Holder in connection with the Transactions, but excluding any shares of Pubco Class A common

stock, Pubco Warrants or shares of Pubco Class A common stock underlying such Pubco Warrants that are issued to the MI7 Holder in the

Equity PIPE, will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions.

The shares of

Pubco Class A common stock held by the Sponsor Parent and the MI7 Holder will be locked up until the earlier of (A) one year after the

closing of the initial Business combination and (B) after the consummation of the initial Business Combination, (x) if the closing price

of Pubco Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,

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

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

transaction that results in all of Pubco’s shareholders having the right to exchange their shares of Pubco common stock for cash,

securities or other property.

The Pubco Warrants (or any shares of Pubco Class A common stock underlying the Pubco Warrants) held by

the Sponsor Parent and the MI7 Holder will be locked-up and subject to transfer restrictions until 30 days after the completion of a

Business Combination.

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.

Sponsor Support Agreement

In connection with the execution of the Business

Combination Agreement, on July 7, 2025, the Sponsor entered into the Sponsor Support Agreement with the Company, ReserveOne and Pubco,

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

prior to the Closing, (a) in favor of the Business Combination Agreement and the Transaction Proposals, (b) against any Acquisition Proposal

or Alterative Transaction, (c) against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization,

dissolution, liquidation or winding up of or by the Company (other than the Transaction Proposals);

(d) against any change in the business

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

frustrate or impede the consummation of the Business Combination Agreement and the Transactions contemplated therein;

(ii) fully comply

with, and perform all of its assumed obligations, covenants and agreements set forth in the Letter Agreement, including not transferring

(a) any of its Class B ordinary shares or Class A ordinary shares, shares of Pubco Class A common stock or shares of Pubco Class B common

stock issued upon conversion of such Class B ordinary shares or Class A ordinary shares until the earlier of (x) one year after the consummation

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

date after which the closing price of the shares of Pubco Class A common stock equals or exceeds $12.00 per share (as adjusted for share

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

commencing at least 150 days after the consummation of the Company’s Business Combination Agreement and the Transactions, or (z)

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

that results in all of the Pubco’s shareholders having the right to exchange their shares of Pubco Class A common stock for cash,

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

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

Equity PIPE Subscription Agreement

Contemporaneously with the execution of the Business

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

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

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

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

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

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

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

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

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

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

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

The PIPE Warrants (and the shares underlying

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

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

The Equity PIPE Investors are

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

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

set forth in the Equity PIPE Subscription Agreements.

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

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

The closing of the Equity PIPE is contingent

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

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

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

Pursuant to the Equity PIPE Subscription Agreements,

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

registered on the Registration Statement.

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

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

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

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

Pubco has agreed to use its commercially reasonable efforts

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

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

registration statement.

Each Equity PIPE Subscription Agreement will

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

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

(ii) the mutual written agreement of the respective

parties to terminate such agreement;

or (iii) July 7, 2026.

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.

Results of Operations

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generated any revenues to date.

Our only activities from March 12, 2024 (inception) through March 31, 2025 were organizational activities,

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

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

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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, 2025, we

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 marketable securities held in Trust Account, offset

by $171,860 of general and administrative costs.

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 marketable securities held in Trust Account, offset

by $1,045,584 of general and administrative costs and compensation expense of $45,727.

For the three months ended June 30, 2024, we

had a net loss of $33,600, which consists of general and administrative costs.

For the period from March 12, 2024 (inception)

through March 31, 2024, we had net loss of $15,874, which consists primarily of general and administrative costs.

through June 30, 2024, we had net loss $49,474, which consisted 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 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.

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

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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 Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the initial Public Offering,

generating gross proceeds of $8,337,500.

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.

their 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 fee, $13,400,000 of deferred underwriting fee, and $1,006,996

$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.

As of March 31, 2025, we had marketable securities

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

The proceeds of the Note will be used to provide

the Company with general working capital.

As of June 30, 2025, we had marketable securities

held in the Trust Account of $300,806,115.

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

As of March 31, 2025, we had cash of $818,638.

As of June 30, 2025, we had cash of $799,996.

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

10 unchanged sentences

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.

The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business.

However, if our 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,

we may have insufficient funds available to operate our business prior to our Business Combination.

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.

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 does not believe it will need to raise additional funds, other than any potential borrowings under the Note, in order to meet

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.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of March 31, 2025.

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

We do not participate in transactions that create relationships

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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.

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

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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