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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-14 · 73 added, 297 removed, 119 unchanged (76% 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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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.

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

The following discussion and analysis

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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.

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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.

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.

We expect to continue to incur significant costs

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

Recent Developments

Business Combination Agreement

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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.

As a result of the transactions contemplated by

the Business Combination Agreement, the Company will be de-registered in the Cayman Islands and register by way of continuation to the

State of Delaware and domesticate as a Delaware corporation (the “Domestication”).

Following the Domestication, SPAC Merger Sub will

merge with and into the Company (the “SPAC Merger”), with the Company continuing as the surviving entity (the “SPAC

Surviving Subsidiary”), and as a result of which the Company will be a wholly-owned subsidiary of Pubco.

Promptly following the

SPAC Merger, Company Merger Sub will merge with and into ReserveOne (the “Company Merger” and, together with the SPAC Merger,

the “Mergers”), with ReserveOne continuing as the surviving company (the “Company Surviving Subsidiary”), and

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

As a result of the Mergers, Pubco will become

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

with applicable laws.

The shares of Pubco Class A common stock, par

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

the Sponsor Support Agreement 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 first

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

Results of Operations

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generated any revenues to date.

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

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.

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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 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 $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

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 June 30, 2024, we

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

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

by $295,128 of general and administrative costs.

For the period from March 12, 2024 (inception)

through June 30, 2024, we had net loss $49,474, which consisted of general and administrative costs.

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

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

their Private Placement Warrants to the Sponsor.

Private Placement Warrants to the Sponsor.

Following the Initial Public Offering, the full

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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

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

held in the Trust Account of $303,948,781.

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

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

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.

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.

In order to fund working capital deficiencies

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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 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

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.

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We have no obligations, assets or liabilities,

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

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

We do not participate in transactions that create relationships

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Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a

single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment

disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 at its inception.

Management does not believe that any recently

4 unchanged sentences

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