NASDAQ: MBAV

● We are a blank check company with no operating history and no revenues, and you have no basis on which
to evaluate our ability to achieve our business objective.

● Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination,
and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business
combination even though a majority of our public shareholders do not support such a combination.

● Your only opportunity to affect your investment decision regarding a potential business combination may
be limited to the exercise of your right to redeem your shares from us for cash.

● If we seek shareholder approval of our initial business combination, as is the case with ReserveOne, our
initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public
shareholders vote.

● The ability of our public shareholders to redeem their shares for cash may make our financial condition
unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a
target.

● The ability of our public shareholders to exercise redemption rights with respect to a large number of
our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or
optimize our capital structure, and may substantially dilute your investment in us.

● The requirement that we complete our initial business combination within the completion window may give
potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct
due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine
our ability to complete our initial business combination on terms that would produce value for our shareholders.

● Our search for a business combination, and any target business with which we ultimately consummate a business
combination, may be materially adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic
outbreaks (such as COVID-19) and volatility in the debt and equity markets.

● If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates may elect to purchase shares or Public Warrants from public shareholders, which may
influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or Public
Warrants.

● If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our
initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

● Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest
in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability
to complete our initial business combination.

iii

● You will not have any rights or interests in funds from the Trust Account, except under certain limited
circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

● Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability
to make transactions in our securities and subject us to additional trading restrictions.

● The nominal purchase price paid by our Sponsor for the founder shares may result in significant dilution
to the implied value of your Public Shares upon the consummation of our initial business combination.

● You will not be entitled to protections normally afforded to investors of many other blank check companies.

● Because of our limited resources and the significant competition for business combination opportunities,
it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination,
our public shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution
to public shareholders, and our warrants will expire worthless.

● If the net proceeds of the IPO and the sale of the Private Placement Warrants not being held in the Trust
Account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available
to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from
our Sponsor, its affiliates or our management team to fund our search and to complete our initial business combination.

● Past performance by our management team, our advisors and their respective affiliates, including investments
and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future
performance of an investment in the Company.

● Unlike some other similarly structured special purpose acquisition companies, our initial shareholders
will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

● We may be a passive foreign investment company, or “PFIC,” which could result in adverse United
States federal income tax consequences to U.S. investors.

● We may reincorporate in or transfer by way of continuation to another jurisdiction which may result in
taxes imposed on shareholders or warrant holders.

● In recent years, the number of special purpose acquisition companies that have been formed has increased
substantially, potentially resulting in more competition for attractive targets. This could increase the cost of our initial business
combination and could even result in our inability to find a target or to consummate an initial business combination.

● Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders
and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.

● We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement
if we do not complete an initial business combination by the completion window. As such, there is a risk that we will be unable to continue
as a going concern if liquidity needs arise or if we do not consummate an initial business combination by the applicable deadline. If
we are unable to effect an initial business combination by the deadline, we will be forced to liquidate.

● The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual
Report.

iv

PART I

References in this report
to “we,” “us” or the “Company” refer to M3-Brigade Acquisition V Corp. References
to our “management” or our “management team” refer to our officers and directors, references to
the “Sponsor” refer to MI7 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and
references to the “Original Sponsor” refer to M3-Brigade Sponsor V LLC, a Delaware limited liability company (the “Original
Sponsor”)). References to our “initial shareholders” refer to the Sponsor, Original Sponsor and any other
holders of our Class B ordinary shares, par value $0.0001 per share (the “founder shares” or “Class B ordinary
shares”).

Item 1. Business.

Introduction

We are a blank check company
incorporated on March 12, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations
nor generated any revenue to date.

We were formed as an independent
company by executives of M3 Partners, LP (“M3 Partners”) and Brigade Capital Management, LP (“Brigade”).
M3 Partners is a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories.
Brigade is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has
approximately $27 billion in assets under management. M3 Partners and Brigade have agreed to provide support to us in our pursuit of a
successful initial business combination. The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted
stockholders, creditors and companies in maximizing the value of businesses and assets held by them. Brigade brings a track record of
nearly 20 years of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market
cycles.

We are led by the team that
organized M III Acquisition Corp. (the “Initial SPAC”), M3-Brigade Acquisition II Corp. (the “Second SPAC”),
M3-Brigade Acquisition III Corp. (the “Third SPAC”) and M3-Brigade Acquisition IV Corp. (the “Fourth SPAC”).
Members of our team managed the Initial SPAC through an initial business combination in March 2018 to create Infrastructure and Energy
Alternatives, Inc. (“IEA”) (NASDAQ: IEA). IEA was a leading engineering, procurement and construction company which
specializes in renewable energy infrastructure which was acquired by MasTec Inc. (NYSE: MTZ) on October 7, 2022 at a valuation of $1.1
billion. The Third SPAC (NYSE: GFR) completed its initial business combination with Greenfire Resources (“Greenfire”)
in September 2023 in a transaction which valued Greenfire at $950 million. The Second SPAC was liquidated in accordance with the terms
of its charter in December 2023 and the sponsors of the Fourth SPAC elected not to pursue its initial public offering and withdrew its
registration statement in March 2022. The team that organized our Original Sponsor also organized BM3EAC Corp. (the “EuroSPAC”),
incorporated in the Cayman Islands and listed on Euronext Amsterdam, which is currently seeking to effect a business combination with
an operating company with significant operations in Europe. The Initial SPAC, the Second SPAC, the Third SPAC, the Fourth SPAC and the
EuroSPAC are collectively referred to herein as the “Prior SPACs”. In addition to our prior experience in completing business
combinations of our Prior SPACs, certain members of our management team have significant experience and expertise in the digital asset
industry.

While we will not limit our
efforts to identify a prospective business combination to any particular business industry or sector or to any geographic region, we believe
that our team’s experience with companies based in North America and the digital asset industry may be a source of potential business
combination candidates.

Our executive offices are
located at 1700 Broadway, 19th Floor, New York, NY 10019 and our telephone number is (212) 202-2200. Our corporate website address is
www.m3-brigade.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated
by reference in, and is not considered part of, this annual report. You should not rely on any such information in making your decision
whether to invest in our securities.

1

Company History

On March 15, 2024, our Original
Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares.
On August 2, 2024, we consummated our initial public offering of 28,750,000 units (the “Units”), which includes the
full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross
proceeds of $287,500,000 (the “IPO”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share
(the “Class A ordinary shares” or “Public Shares”) and one half of one redeemable warrant (the “Public
Warrants”) of the Company, with each whole Public Warrant entitling the holder to purchase one Class A ordinary share for $11.50
per share, subject to adjustment.

Simultaneously with the closing
of the IPO, the Company consummated the sale of 8,337,500 warrants (the “Private Placement Warrants” and, together
with the Public Warrants, the “Warrants”) to the Original Sponsor and Cantor Fitzgerald & Co., the representative
of the underwriters of the IPO, at a price of $1.00 per warrant, or $8,337,500. Of those 8,337,500 Private Placement Warrants, the Original
Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 3,293,750 Private Placement Warrants.
Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. Certain institutional investors
who are not affiliated with any member of management (the “non-managing sponsor investors”), the Original Sponsor or
any other investor in the Original Sponsor provided approximately 50.1% of the capital utilized by the Original Sponsor to purchase the
Private Placement Warrants and, as a result, indirectly hold approximately 50.1% of such warrants.

Following the closing of the
IPO, on August 2, 2024, of the net proceeds of the IPO and the private placement of the Private Placement Warrants, $288,937,500 was placed
in a trust account with Continental as Trustee (the “Trust Account”). The trust proceeds are invested in U.S. government
securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company
Act, as determined by the Company. Except for a portion of the interest income that may be released to the Company for the payment of
franchise and income taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, none of the funds held in the Trust
Account will be released until the earlier of (i) the consummation of an initial business combination, (ii) the redemption of any public
shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination
or to redeem 100% of Public Shares if the Company does not complete a business combination by August 2, 2026 or (B) with respect to any
other provision relating to shareholders’ rights or pre-business combination activity; or (iii) the liquidation of the Trust Account,
if the Company is unable to complete a business combination by August 2, 2026, or upon any earlier liquidation of the Company. The net
proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of December 31, 2025, there was
approximately $306,880,908 held in the Trust Account and approximately $1,175,051 in the Company’s operating bank account and a
working capital deficit of approximately $5,599,726.

Securities Purchase Agreement

On May 23, 2025, we entered
into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Original Sponsor, and the Sponsor,
pursuant to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase, 7,187,500 of our Class B ordinary shares, par
value $0.0001 per share, and 5,043,750 of our private placement warrants owned by the Original Sponsor (collectively, the “Transferred
Sponsor SPAC Securities”) for an aggregate purchase price of $6,467,500. The sale closed on May 27, 2025. Also on May 27, 2025,
Cantor sold 3,293,750 Private Placement Warrants for $10 to the Sponsor (the “Cantor Warrants”).

The Securities Purchase Agreement
contains representations and warranties of the parties. The representations and warranties of each party set forth in the Securities Purchase
Agreement were made solely for the benefit of the other parties to the Securities Purchase Agreement, and shareholders of the Company
are not third-party beneficiaries of those representations and warranties. In addition, those representations and warranties (a) were
subject to materiality and other qualifications contained in the Agreement, which may differ from what may be viewed as material by shareholders
of the Company, (b) were made only as of the date of the Securities Purchase Agreement or such other date as is specified in the Securities
Purchase Agreement and (c) may have been included in the Securities Purchase Agreement for the purpose of allocating risk between the
parties rather than establishing matters as facts. Accordingly, the Securities Purchase Agreement is included with this filing only to
provide shareholders of the Company with information regarding the terms of the Securities Purchase Agreement, and not to provide shareholders
of the Company with any other factual information regarding any of the parties or their respective businesses.

The foregoing description
of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Securities Purchase Agreement, a copy of which is filed hereto as Exhibit 10.8 and incorporated by reference herein.

2

Letter Agreement Waiver; Assignment and Assumption
Agreements

On May 27, 2025, we entered
into a limited waiver with our directors and executive officers, the Original Sponsor and the Sponsor (the “Limited Waiver”).
Pursuant to the Limited Waiver, the parties to the Letter Agreement, dated as of July 31, 2024, by and among the Company, the Original
Sponsor and the other parties thereto (the “Letter Agreement”) agreed to waive the transfer restrictions contained
in Section 7 thereof to the extent necessary or desirable to facilitate the sale of the Transferred Sponsor SPAC Securities contemplated
by the Agreement and to facilitate the transfer of the Cantor Warrants.

On May 27, 2025, we entered
into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and Cantor Fitzgerald & Co., pursuant to which
the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of the Original Sponsor’s rights, title and interest
under that certain Registration Rights Agreement, dated as of July 31, 2024, by and among the Company, the Original Sponsor and Cantor
Fitzgerald & Co., and the New Sponsor agreed to be bound by the terms and provisions therein (the “RRA Assignment Agreement”).

On May 27, 2025, we entered
into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and our directors and executive officers, pursuant
to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of the Original Sponsor’s rights, title and
interests under the Letter Agreement, and the Sponsor agreed to be bound by all terms, conditions, and covenants and be entitled to all
the terms and provisions therein (the “Letter Agreement Assignment Agreement”).

The foregoing descriptions
of the Limited Waiver, the RRA Assignment Agreement and the Letter Agreement Assignment Agreement do not purport to be complete and are
qualified in their entireties by reference to the Limited Waiver, the RRA Assignment Agreement and the Letter Agreement Assignment Agreement
copies of which are filed hereto as Exhibits 10.9, 10.10 and 10.11, respectively, and incorporated by reference herein.

Officer Appointments

Effective on May 27, 2025,
the Company’s board of directors (the “Board”) appointed (i) Chinh Chu as President of the Company and (ii) Robert
(“Reeve”) Collins as Chief Executive Officer of the Company.

On May 27, 2025, Mr. Chu and
Mr. Collins each entered into an indemnity agreement (each, an “Indemnity Agreement”) with the Company.

The foregoing description
of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Indemnity Agreement
a copy of which is filed as Exhibit 10.12, and incorporated by reference herein.

Sponsor Note

On June 16, 2025, we issued
a promissory note (the “Sponsor Note”) to the Sponsor pursuant to which the Company can borrow up to an aggregate principal
amount of $2,500,000 from the Sponsor. On June 18, 2025, we borrowed $500,000 under the Sponsor Note. The proceeds of the Sponsor Note
were used for general working capital.

On July 16, 2025, we and the
Sponsor entered into the First Amendment to the Sponsor Note (the “Sponsor 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 Sponsor Note
into Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant. Pursuant to the Sponsor 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 Sponsor Note.

3

On September 19, 2025, and
December 22, 2025, we borrowed $1,500,000 and $500,000 under the Sponsor Note, respectively, for general working capital purposes. As
of December 31, 2025, an aggregate of $2,500,000 was outstanding under the Sponsor Note

The Sponsor Note bears no
interest and is payable in full upon the consummation of the Company’s initial business combination (the “Maturity Date”).
A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the Sponsor Note may be accelerated.
If the Company does not consummate an initial business combination, the Sponsor Note will be repaid solely to the extent the Company has
funds available outside the Trust Account.

The foregoing description
of the Sponsor Note and Sponsor Note Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions
of (i) the Sponsor Note, a copy of which is attached hereto as Exhibit 10.13, and (ii) the Sponsor Note Amendment, a copy of which is
attached hereto as Exhibit 10.14, both of which are incorporated by reference herein.

ReserveOne Business Combination

On
July 7, 2025, we entered into a Business Combination Agreement (as may be amended, restated or supplemented from time to time,
the “Business Combination Agreement”) with 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 (“M3-Brigade Merger Sub”), R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of Pubco (“Company Merger Sub” and together with M3-Brigade Merger Sub, the “Merger Subs”)
(all of the transactions contemplated by the Business Combination Agreement, including the issuances of securities thereunder, the “Business
Combination”).

Pubco, M3-Brigade Merger
Sub and Company Merger Sub are newly formed entities that were formed for the sole purpose of entering into and consummating the transactions
set forth in the Business Combination Agreement. Pubco is a wholly-owned direct subsidiary of ReserveOne and both M3-Brigade Merger
Sub and Company Merger Sub are wholly-owned direct subsidiaries of Pubco.

Pursuant to the Business Combination
Agreement, subject to the terms and conditions set forth therein, (i) on the date the Mergers (as defined below) are consummated
(the “Closing,” to occur on the “Closing Date”) and prior to the M3-Brigade Merger (as defined
below), M3-Brigade will be de-registered in the Cayman Islands and register by way of continuation to Delaware and domesticate
as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII
of the Cayman Islands Companies Act (As Revised) (the “Domestication”), (ii) as a result of the Domestication,
(a) each Class A ordinary share of M3-Brigade, par value $0.0001 per share (the “Class A Ordinary Shares”),
issued and outstanding immediately prior to the Domestication will convert into one share of Class A-1 common stock of M3-Brigade,
par value $0.0001 per share (the “Class A-1 Common Stock”); (b) each Class B ordinary share of
M3-Brigade, par value $0.0001 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary
Shares, the “Ordinary Shares”), issued and outstanding immediately prior to the Domestication will convert into one
share of Class B common stock of M3-Brigade, par value $0.0001 per share (the “Class B Common Stock”); (c) each
warrant to purchase one Class A Ordinary Share (the “M3-Brigade Warrants”) issued and outstanding immediately
prior to the Domestication will convert into a warrant to purchase one share of Class A-1 Common Stock (the “M3-Brigade Post-Domestication Warrants”);
and (d) the units of M3-Brigade issued in the Company’s IPO previously consisting of one Class A Ordinary Share and one-half of
one M3-Brigade Warrant (the “Units”) will remain attached but the components thereof will convert in accordance
with the preceding clauses (a) and (c) such that each Unit will consist of one share of Class A-1 Common Stock and one-half of
one M3-Brigade Post-Domestication Warrant, and (iii) following the Domestication and immediately prior to the M3-Brigade Merger
(as defined below), each share of Class B Common Stock will automatically convert into a number of shares of Class A-2 common
stock of M3-Brigade, par value $0.0001 per share (the “Class A-2 Common Stock”) to be determined in accordance
with the terms of the Business Combination Agreement, (iv) following the automatic conversion of shares from Class B Common
Stock to Class A-2 Common Stock, M3-Brigade Merger Sub will merge with and into M3-Brigade, with M3-Brigade continuing
as the surviving entity and a wholly-owned subsidiary of Pubco (the “M3-Brigade Merger”), in connection with
which each Unit will be separated into its component parts, and all of the existing securities of M3-Brigade will be exchanged for
rights to receive securities of Pubco as follows: (a) each issued and outstanding share of Class A-1 Common Stock 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 (the “Pubco Class A Common Stock”), (b) each issued and outstanding
share of Class A-2 Common Stock will be automatically canceled and extinguished and converted into and thereafter represent
the right to receive one share of share of Pubco Class B common stock, par value $0.0001 per share (“Pubco Class B
Common Stock” and together with the Pubco Class A Common Stock, the “Pubco Common Stock”), and (c) each
issued and outstanding M3-Brigade Post-Domestication Warrant will be automatically converted into one warrant to purchase one
share of Pubco Class A Common Stock (each, a “Pubco Public Warrant” and, collectively, the “Pubco Public
Warrants” and, together with the Pubco Private Warrants and Equity PIPE Warrants, the “Pubco Warrants” and
each, a “Pubco Warrant”) on substantially the same terms and conditions as the M3-Brigade Warrants; and (v) following
the M3-Brigade Merger, Company Merger Sub will merge with and into ReserveOne, with ReserveOne continuing as the surviving entity
and a wholly-owned subsidiary of Pubco (the “Company Merger”, and together with the M3-Brigade Merger, the
“Mergers”), pursuant to which, other than dissenting shares, if any, each issued and outstanding share of ReserveOne’s
common stock, par value $0.0001 per share (the “ReserveOne Common Stock”) 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 shares of ReserveOne
Common Stock will cease to be outstanding and will automatically be canceled and will cease to exist and each warrant to purchase one
share of ReserveOne Common Stock (the “ReserveOne Warrant”), if any, will be automatically converted into one Pubco
Warrant.

4

The Sponsor has agreed that,
effective upon the Closing, a portion of the shares of Pubco Class B Common Stock received by the Sponsor in the M3-Brigade Merger
will be subject to forfeiture and will be forfeited unless applicable vesting conditions are satisfied prior to the five-year anniversary
of the Closing (the “Sponsor Earnout Period”). The number of Sponsor’s shares of Pubco Class B Common Stock
subject to forfeiture is equal to the sum of (i) the product of the total gross proceeds received via the Equity PIPE Subscription
Agreements (as defined below) actually received by ReserveOne (disregarding for such purposes, certain reductions in proceeds on account
of certain non-redeemed shares) and 0.004 (the “Sponsor Equity Earnout Shares”), plus (ii) the product of
the total gross proceeds of the Equity PIPE actually received by ReserveOne (disregarding for such purposes, certain reductions in proceeds
on account of certain non-redeemed shares) and 0.005 (the “Sponsor Warrant Earnout Shares”), plus (iii) the
product of the total gross proceeds received via the Convertible Notes PIPE Subscription Agreements (as defined below) actually received
by ReserveOne and 0.002 (the “Sponsor Convertible Notes Earnout Shares” and together with the Sponsor Equity Earnout
Shares and the Sponsor Warrant Earnout Shares, the “Sponsor Earnout Shares”). The Sponsor Earnout Shares will be forfeited
as follows: (A) (i) 50% of the Sponsor Equity Earnout Shares and (ii) 100% of the Sponsor Convertibles Notes Earnout Shares
will be forfeited if the volume-weighted average share price of Pubco Class A Common Stock, as displayed on Pubco’s page
on Bloomberg (or any successor service) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on the
applicable trading day (the, “Pubco VWAP”), does not equal or exceed $12.00 for any twenty trading days out of thirty
consecutive trading days during the Sponsor Earnout Period; (B) 50% of the Sponsor Equity Earnout Shares will be forfeited if
the Pubco VWAP does not equal or exceed $14.00 for any twenty trading days out of thirty consecutive trading days during the
Sponsor Earnout Period; and (C) a number of Sponsor Warrant Earnout Shares equal to 1/20th of the number of warrants
issued in connection with the Equity PIPE that are not exercised during the Sponsor Earnout Period will be forfeited.

Pursuant to the terms of the
Business Combination Agreement, $10.00 is the value of the price per share of Pubco Class A Common Stock to be received by the former
stockholders of ReserveOne. Additionally, pursuant to the terms of the Equity PIPE Subscription Agreements (as defined below), the Equity
PIPE Investors (as defined below) agreed to pay $10.00 for the Equity PIPE Securities (as defined below), which consist of the Equity
PIPE Shares (as defined below) and the Equity PIPE Warrants (as defined below), and will result in each Equity PIPE Investor receiving
one Pubco Class A Common Stock and one Pubco Warrant per $10.00 paid in cash (or an equivalent amount in Bitcoin) pursuant to the
Equity PIPE Subscription Agreement at the Closing of the Business Combination. Based upon $10.00 per share, (i) the aggregate value of
Pubco Class A Common Stock the former stockholders of ReserveOne will receive as a result of the Business Combination is $25,000,000
and (ii) the aggregate value of Pubco Class A Common Stock the Equity PIPE Investors will receive pursuant to the Equity PIPE
Subscription Agreements in connection with the Closing of Business Combination is $500,000,000. Based solely upon $10.63, which is the
closing price of the Class A Ordinary Shares, on December 31, 2025, (i) the aggregate value of Pubco Class A Common Stock
the former stockholders of ReserveOne will receive as a result of the Business Combination is $26,575,000 and (ii) the aggregate
value of Pubco Class A Common Stock the Equity PIPE Investors will receive pursuant to the Equity PIPE Subscription Agreements in
connection with the Closing of Business Combination is $531,500,000.

The foregoing description
of the Business Combination Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its
entirety by the terms and conditions of the Business Combination Agreement, attached hereto as Exhibit 2.1, and incorporated by reference
herein.

Other than as specifically
discussed herein, this Annual Report on Form 10-K does not assume the Closing of the Business Combination.

5

Sponsor Support Agreement

On July 7, 2025, we entered
into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, 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 transactions contemplated therein, (b) against any inquiry,
proposal or offer, or any indication of interest in making an offer or proposal, from any person or group at any time relating to a transaction
(other than the transactions contemplated by the Business Combination Agreement and any other related agreements thereto), (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 transactions contemplated by the Business Combination Agreement); (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 (the “Transactions”);
(ii) fully comply with, and perform all of its assumed obligations, covenants and agreements set forth in a letter agreement dated as
of July 31, 2024, by and among the Company, the Original Sponsor and the other parties thereto (the “Insider Letter”),
including not transferring (a) any of its Class B Ordinary Shares or Class A Ordinary Shares, Pubco Class A Common Stock or 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 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 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.

The foregoing description
of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Sponsor Support Agreement, a copy of which is attached hereto as Exhibit 10.15 and incorporated by reference herein.

Equity PIPE Subscription 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) Pubco class A Common Stock (the “Equity PIPE Shares”)
and (b) 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 Equity PIPE Subscription Agreements), 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.

6

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.

The foregoing description
of the Equity PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text
of the Form of Equity PIPE Subscription Agreement, a copy of which is attached hereto as Exhibit 10.17, and incorporated by reference
herein.

Convertible Note Subscription 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 in the Convertible Notes Subscription Agreements), the “Convertible Notes PIPE”), upon the terms and subject
to the conditions set forth therein.

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.

The foregoing description of the Equity PIPE
Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of
Equity PIPE Subscription Agreement, a copy of which is attached hereto as Exhibit 10.18, and incorporated by reference herein.

Second Sponsor Note

On February 18, 2026, we
issued a promissory note (the “Second Sponsor Note”) to the Sponsor, pursuant to which we can borrow up to an aggregate
principal amount of $2,000,000 from the Sponsor. On February 18, 2026, we borrowed $600,000 under the Second Sponsor Note. The proceeds
of the Second Sponsor Note will be used for general working capital purposes. The Second Sponsor Note bears no interest and is payable
in full upon the consummation of our initial business combination.

The foregoing description
of the Second Sponsor Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Second
Sponsor Note, a copy of which is attached hereto as Exhibit 10.19, and incorporated by reference herein.

Effecting Our Initial Business Combination

General

We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination
(such as the proposed Business Combination with ReserveOne) using cash held in the Trust Account, the proceeds of the sale of our shares
in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or
the owners of the target, other securities issuances or a combination of the foregoing. We may seek to complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to
the numerous risks inherent in such companies and businesses.

If our initial business combination
is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration
in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of
the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of
the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies, or for working capital.

Although we are not limited
to a particular industry or geographic region for purposes of consummating an initial business combination, we may focus our search on
North American and European businesses in disruptive growth sectors, which complements the expertise of our management team. Although
our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this
assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside
of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

7

We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and
we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the Trust
Account. In addition, we may target businesses with enterprise values that are greater than we could acquire with the net proceeds of
the IPO and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds the amount
available from the Trust Account, net of amounts needed to satisfy any redemptions by holders of our Public Shares (“public shareholders”),
we may be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable
securities laws, we would expect to complete such financing only simultaneously with the completion of our initial business combination.
In the case of an initial business combination funded with assets other than the Trust Account assets, our proxy materials or tender offer
documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would
seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked
securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to
forward purchase agreements or backstop agreements we may enter into following consummation of the IPO. At this time, we are not a party
to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or
otherwise. None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after
our initial business combination.

Selection of a Target Business and Structuring of Our Initial
Business Combination

The rules of The Nasdaq Stock
Market LLC (“Nasdaq”) require that we must complete one or more business combinations having an aggregate fair market
value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the Trust Account). Our board of directors will make the determination as to the fair market value of
our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial
business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking
firm which is a member of Financial Industry Regulatory Authority, Inc. (“FINRA”) or a valuation or appraisal firm
with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent
determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced
with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets
or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent
directors.

We anticipate structuring
our initial business combination, as is the case with ReserveOne, so that the post-transaction company in which our public shareholders
own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure
our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of
the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will
only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns
or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own
a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business
combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company,
the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net
assets test described above. If the business combination involves more than one target business, the aggregate value of all of the target
businesses, will be taken into account for purposes of the 80% fair market value test.

8

In evaluating a prospective
target business, as was the case with ReserveOne, we expect to conduct a due diligence review which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as
applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine
to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of,
and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result
in our incurring losses and will reduce the funds we can use to complete another business combination.

We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or completing the
business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we
seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and
articles of association) with our Sponsor, officers or directors, as was the case with ReserveOne, we, or a committee of independent directors,
would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating
that the consideration to be paid by us in such an initial business combination is fair to our Company from a financial point of view.
We are not required to obtain such an opinion in any other context.

Certain members of our management
team and directors indirectly own founder shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in
determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with
respect to our initial business combination.

Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant
to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if
any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she
has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and
restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in,
or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any
director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations
of our officers or directors will materially affect our ability to complete our initial business combination.

In addition, our Sponsor and
our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business
or investment ventures during the period in which we are seeking an initial business combination. As a result, our Sponsor, officers and
directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other
special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts
would materially affect our ability to complete our initial business combination.

9

Redemption Rights for Public Shareholders upon Completion of
our Initial Business Combination

We will provide our public
shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business
combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote
by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing
requirements or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers
with our Company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares
or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain
and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide
our public shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions
of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the
Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative
vote of at least two-thirds of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled
to vote on such matter at a general meeting of the Company, so long as we offer redemption in connection with such amendment.

If we provide our public shareholders
with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our amended and restated
memorandum and articles of association:

● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

● file proxy materials with the SEC, such as those included in the preliminary proxy statement/prospectus
included in a Registration Statement on Form S-4, as amended, that we filed with the SEC relating to the proposed business combination
with ReserveOne.

In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval
(as is the case with ReserveOne), we will complete our initial business combination only if we receive an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present
in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company. A quorum for such meeting will
be present if the holders of one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by
proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers
and directors have agreed to vote their founder shares and any Public Shares purchased during or after the IPO (including in open market
and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition
to our initial shareholders’ founder shares, we would need 10,781,251, or 37.5%, of the 28,750,000 Public Shares sold in the IPO
to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding
shares are voted and the parties to the Letter Agreement do not acquire any Class A ordinary shares. Assuming that only the holders of
one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles
of association vote their shares at a general meeting of the Company, we will not need any Public Shares in addition to our founder shares
to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business
combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial
business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by
the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting
of the Company. These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more
likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction,
or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

10

If a shareholder vote is not
required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers, and

● file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required
under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of Public Shares we
are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer
and not complete the initial business combination.

Upon the public announcement
of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with
Rule 14e-5 under the Exchange Act.

We intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer
agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth
in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days
prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection
with a shareholder vote, we intend to require a public shareholder seeking redemption of its Public Shares to also submit a written request
for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares
is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection
with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements.
We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or
action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed
initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates
or shares delivered by public shareholders who elected to redeem their shares.

We will provide our public
shareholders with the opportunity to redeem their Public Shares for cash at a per share price equal to the aggregate amount then on deposit
in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, including interest
earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, upon the
completion of our initial business combination, subject to the limitations and on the conditions described herein and in the registration
statement relating to the IPO. The per share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our
initial business combination with respect to our Warrants. The Sponsor, our officers and directors have entered into the Letter Agreement,
pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any Public Shares held by
them in connection with the completion of our initial business combination.

11

Our proposed initial business
combination may impose, as is the case with the proposed Business Combination with ReserveOne, a minimum cash requirement for (i) cash
consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention
of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary
shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination
or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however,
raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection
with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following
consummation of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares
or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination, although they are under no obligation or duty to do so. Any such price per share may be different than the amount
per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Such
a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have
already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem
their shares. It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, initial shareholders, directors, officers,
advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which
provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time
at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),
our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others
to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not
redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares
or Public Warrants in such transactions.

The purpose of any such transactions
could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of Public
Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in
connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to
have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement
would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that
may not otherwise have been possible.

In addition, if such purchases
are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be
reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.

12

Our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting
us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our
mailing of proxy materials in connection with our initial business combination. To the extent that our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling
or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against
our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination
but only if such shares have not already been voted at the general meeting related to our initial business combination. Our Sponsor, initial
shareholders, directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated
price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases
do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section
9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act
to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from public shareholders, such purchases
would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence
to the following:

● our registration statement/proxy statement filed for our business combination transaction would disclose
the possibility that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares
or Public Warrants from public shareholders outside the redemption process, along with the purpose of such purchases;

● if our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase
Public Shares or Public Warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption
process;

● our registration statement/proxy statement filed for our business combination transaction would include
a representation that any of our securities purchased by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates
would not be voted in favor of approving the business combination transaction;

● our Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess
any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights;
and

● we would disclose in a Form 8-K, before our security holder meeting to approve the business combination
transaction, the following material items:

○ the amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders,
directors, officers, advisors and their affiliates, along with the purchase price;

○ the purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their
affiliates;

○ the impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors
and their affiliates on the likelihood that the business combination transaction will be approved;

○ the identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers,
advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)
who sold to our Sponsor, initial shareholders, directors, officers, advisors and their affiliates; and

○ the number of our securities for which we have received redemption requests pursuant to our redemption
offer.

13

Redemption of Public Shares and Liquidation if No Initial Business
Combination

Our amended and restated memorandum
and articles of association provide that we will have only 24 months from the closing of the IPO or by such earlier liquidation date as
the Company’s board of directors may approve (the “completion window”) to complete our initial business combination.
If we are unable to complete our initial business combination within such completion window, we will cease all operations except for the
purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any)
subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable
law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail
to complete our initial business combination within the completion window.

Our Sponsor, officers and
directors have entered into the Letter Agreement, pursuant to which they have waived their rights to liquidating distributions from the
Trust Account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion
window, although they will entitled to liquidating distributions from assets outside the Trust Account. However, if our Sponsor or management
team acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect
to such Public Shares if we fail to complete our initial business combination within the allotted completion window.

Our Sponsor, officers, and
directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion
window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity, unless we provide our public shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.

Competition

In identifying, evaluating
and selecting a target business for our initial business combination, as was the case with ReserveOne, we may encounter competition from
other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups
and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well
established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many
of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger
target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise
their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding Warrants,
and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors
may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.

Employees and Human Capital Resources

We do not intend to have any
full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors
for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours
per week to our affairs. Our officers intend to devote as much of their time as they deem necessary to our affairs until we have completed
our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the stage of the business combination process we are in.

14

Periodic Reporting and Financial Information

We are required to file Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material
events in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov.
In addition, the Company will provide copies of these documents without charge upon request from us in writing at 1700 Broadway, 19th
Floor, New York, NY 10019 or by telephone at (212) 202-2200.

We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents
sent to shareholders to assist them in assessing the target business, such as the financial statements of ReserveOne included in the preliminary
proxy statement/prospectus included in a Registration Statement on Form S-4, as amended, that we filed with the SEC relating to the proposed
business combination with ReserveOne. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled
to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting
standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the
historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses
we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial
statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare
its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may
not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do
not believe that this limitation will be material.

We are not required to evaluate
our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act, as we are not deemed
to be a large accelerated filer or an accelerated filer and still qualify as an emerging growth company. A target business may not be
in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal
controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any
such business combination.

We are a Cayman Islands exempted
company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted
from complying with certain provisions of the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to
time (the “Companies Act”). As an exempted company, we have applied for and received a tax exemption undertaking from
the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a
period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains
or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures
or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or
capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

15