Core Viewpoint - The digital currency holding company Reserve 1 plans to go public through a SPAC merger in Q1 2026, focusing on a portfolio primarily composed of Bitcoin and alternative assets [1][3]. Company Overview - Reserve 1's business model is centered around holding cryptocurrencies, with an anticipated asset allocation of approximately 80% Bitcoin and 20% alternative assets, including Ethereum, Solana, ADA, and XRP [3]. - The company will not begin its Bitcoin accumulation strategy until the merger is finalized [5]. Market Predictions - The historical four-year cycle for Bitcoin is considered "officially declared dead," with expectations of less volatility in 2026 due to increased institutional adoption and regulatory clarity [5][6][7]. - Predictions suggest a potential new all-time high for Bitcoin within the year, which would challenge the traditional market cycle [8]. Regulatory Environment - Anticipated regulatory clarity in the first half of the upcoming year is expected to support the broader cryptocurrency ecosystem and enhance institutional adoption [7][11]. - The clarity bill is seen as a crucial factor for determining regulatory oversight of various cryptocurrencies, which could significantly impact market dynamics [10][11].

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $491,393, with general and administrative costs of $2,868,287 and compensation expenses of $765,773, offset by $3,142,667 from interest earned on marketable securities held in the Trust Account[177]. - For the nine months ended September 30, 2025, the company had a net income of $4,606,168, consisting of $9,331,539 from interest earned on marketable securities, offset by $3,913,871 of general and administrative costs and compensation expenses of $811,500[178]. Marketable Securities - As of September 30, 2025, the company had marketable securities held in the Trust Account amounting to $303,948,781, which will be primarily used to complete the Business Combination[184]. - The company generated non-operating income from interest on cash and marketable securities held in the Trust Account, with no operating revenues expected until after the Business Combination[176]. Initial Public Offering - The company raised gross proceeds of $287,500,000 from the Initial Public Offering of 28,750,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option[181]. - The company incurred transaction costs of $19,406,996 related to the Initial Public Offering, which included $5,000,000 in cash underwriting fees and $13,400,000 in deferred underwriting fees[182]. Business Combination - The company expects the closing of the Business Combination to occur in the first quarter of 2026, subject to customary closing conditions[175]. - The company may need to raise additional funds to complete the Business Combination or to cover potential redemptions of Public Shares[188]. Debt and Financing - The company has no long-term debt or capital lease obligations as of September 30, 2025[191]. - The company has the option to borrow up to $2,500,000 from the Sponsor under a Note, which bears no interest and is payable on the Maturity Date[183].

Business Combination - The Company entered into a Business Combination Agreement on July 7, 2025, with ReserveOne and its subsidiaries[143]. - Following the Business Combination, the Company will be de-registered in the Cayman Islands and domesticated as a Delaware corporation[144]. - Each Class A ordinary share will convert into one share of Class A-1 common stock, and each Class B ordinary share will convert into one share of Class A-2 common stock[145]. - The Business Combination is expected to close in the fourth quarter of 2025, subject to customary closing conditions[149]. - The obligations to consummate the Transactions are subject to the approval of the Company's shareholders[156]. - The Sponsor has agreed that a portion of the shares received in the Mergers will be subject to forfeiture unless vesting conditions are met within five years[150]. Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,184,293, driven by $3,103,744 in interest earned on marketable securities[171]. - For the six months ended June 30, 2025, the company achieved a net income of $5,097,561, with $6,188,872 from interest income[172]. - As of June 30, 2025, the company had marketable securities held in the Trust Account amounting to $300,806,115[178]. - As of June 30, 2025, the company had cash of $799,996 available for operational expenses and business evaluations[179]. - The company does not have any long-term debt or off-balance sheet arrangements as of June 30, 2025[183]. Initial Public Offering - The company completed its Initial Public Offering on August 2, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units[175]. - The company incurred transaction costs of $19,406,996 related to the Initial Public Offering, including $5,000,000 in cash underwriting fees[176]. Financing Strategy - The company has entered into agreements to raise up to $500,000,000 through Equity PIPE Subscription Agreements[164]. - The company has also agreed to issue up to $250,000,000 in aggregate principal amount of Convertible Senior Notes as part of its financing strategy[168]. - The company has agreed to use commercially reasonable efforts to register the Equity PIPE Securities and Warrant Shares within 30 days after the Closing[166]. Regulatory and Compliance - The Company and Pubco will file a registration statement with the SEC for the issuance of shares of Pubco Class A common stock to the Company's shareholders[154]. - The Business Combination Agreement includes customary representations and warranties, which will not survive the Closing[151]. - Management does not anticipate that any recently issued accounting standards will materially affect the unaudited condensed financial statements[188]. - Item 3 regarding quantitative and qualitative disclosures about market risk is not applicable for smaller reporting companies[189].

Financial Performance - The company reported a net income of $2,913,268 for the three months ended March 31, 2025, compared to a net loss of $15,874 for the same period in 2024, indicating a significant turnaround[14]. - Interest earned on investments held in the Trust Account was $3,085,128 for the three months ended March 31, 2025, contributing to the overall net income[14]. - General and administrative costs for the three months ended March 31, 2025, were $171,860, a substantial increase from $15,874 in the same period of the previous year[14]. - The basic and diluted net income per Class A ordinary share for the three months ended March 31, 2025, was $0.08, with a net income allocation of $2,330,614[65]. - For the three months ended March 31, 2025, the company reported a net income of $2,913,268, primarily from $3,085,128 in interest earned on marketable securities held in the Trust Account, offset by $171,860 in general and administrative costs[120]. Assets and Liabilities - As of March 31, 2025, total assets amounted to $298,857,805, an increase from $295,809,536 as of December 31, 2024, reflecting a growth of approximately 1.04%[12]. - As of March 31, 2025, the company had total liabilities of $14,262,706, slightly up from $14,127,705 as of December 31, 2024[12]. - The company has 28,750,000 Class A ordinary shares subject to possible redemption, valued at approximately $10.35 per share as of March 31, 2025[12]. - As of March 31, 2025, the Trust Account held assets amounting to $297,702,371, primarily in mutual funds composed of U.S. treasury securities[48]. - The Company had $818,638 in cash and working capital of $223,078 as of March 31, 2025, sufficient for at least one year of operations[38]. - As of March 31, 2025, Class A ordinary shares subject to possible redemption amounted to $297,702,371, reflecting an accretion of $3,085,128 since December 31, 2024[61]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $287,500,000 from the sale of 28,750,000 units at $10.00 per unit[25]. - The Company raised $288,937,500 from its Initial Public Offering at a price of $10.05 per Unit, which is held in a Trust Account[29]. - The gross proceeds from the Initial Public Offering were $287,500,000, with issuance costs of $19,148,011 allocated to Class A ordinary shares[61]. - The company completed its Initial Public Offering on August 2, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units, including the full exercise of the over-allotment option[122][123]. - The company incurred transaction costs of $19,406,996 related to the Initial Public Offering, which included a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,400,000[123]. Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial Business Combination[24]. - The company has not selected any specific Business Combination target and has not engaged in substantive discussions regarding a Business Combination[23]. - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a Business Combination[119]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and cannot assure the success of completing a Business Combination[118]. - The Company is required to file a registration statement for the Class A ordinary shares underlying the warrants within 20 business days after the closing of its Business Combination[73]. Financial Risks and Compliance - The Company has a concentration of credit risk due to a cash account that may exceed the FDIC coverage limit of $250,000, which could significantly impact its financial condition[66]. - The Company is subject to market volatility and disruptions due to geopolitical instability, which could adversely affect its search for an initial Business Combination[94][95]. - The underwriters are entitled to a deferred underwriting discount of $13,400,000, payable upon the completion of the Company's initial Business Combination[92]. - The Company has no unrecognized tax benefits or amounts accrued for interest and penalties as of March 31, 2025[53]. - The Company is exempt from income taxes in the Cayman Islands and the United States, resulting in a tax provision of zero for the periods presented[54]. Shareholder Information - The Company has 22,712,500 warrants outstanding as of March 31, 2025, which includes 14,375,000 warrants from the Initial Public Offering and 8,337,500 Private Placement Warrants[71]. - The Company will redeem outstanding warrants at a price of $0.01 per warrant if the price per Class A ordinary share equals or exceeds $18.00[75]. - The Sponsor and management have waived their redemption rights concerning founder shares and public shares to facilitate the completion of the initial Business Combination[35]. - The Company has authorized a total of 200,000,000 Class A ordinary shares, with 28,750,000 shares subject to possible redemption as of March 31, 2025[97]. - The Sponsor made a capital contribution of $25,000, resulting in the issuance of 7,187,500 founder shares, valued at approximately $0.004 per share[83]. Regulatory and Reporting - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[42]. - The Company adopted ASU 2023-07 for segment reporting disclosures, effective for fiscal years beginning after December 15, 2023[67]. - The report includes various certifications pursuant to the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer and Principal Financial Officer[144]. - The report is signed by the Executive Chairman and Chief Financial Officer, indicating compliance with Exchange Act requirements[148][150][151]. - The company has identified no critical accounting policies that would materially affect its financial statements[130].

Corporate Governance - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which governs all aspects of its business[329]. - The company has implemented an insider trading policy to promote compliance with insider trading laws and regulations[330]. - The board of directors will consider director candidates recommended by shareholders for nomination at the next annual general meeting[326]. - The company does not have a standing nominating committee but intends to form one as required by law or Nasdaq rules[325]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[327]. - The company’s officers and directors may have conflicts of interest due to their involvement in other business ventures[338]. - The company has a duty to act in good faith and in the best interests of the company as a whole, as per Cayman Islands law[331]. Compensation and Performance - The compensation committee is responsible for reviewing and approving the CEO's compensation and evaluating performance against corporate goals[323]. Business Combinations - The company is not required to obtain an independent opinion for business combinations with affiliated entities, but will do so to ensure fairness[341]. Shareholder Interests - The company’s initial shareholders hold founder shares and Private Placement Warrants, with specific agreements regarding redemption rights[344].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,010,116, consisting of $2,305,244 from interest earned on marketable securities held in the Trust Account, offset by $295,128 of general and administrative costs[92]. - The company incurred general and administrative costs of $344,602 from inception through September 30, 2024[92]. Marketable Securities and Trust Account - As of September 30, 2024, the company had marketable securities held in the Trust Account amounting to $291,242,744, which will be primarily used to complete the Business Combination[97]. - The company intends to use substantially all funds in the Trust Account for the Business Combination and related operational financing[97]. Initial Public Offering - The company completed its Initial Public Offering on August 2, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit[95]. - The total transaction costs incurred during the Initial Public Offering amounted to $19,406,996, including a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,400,000[96]. Operational Financing and Future Expectations - As of September 30, 2024, the company had cash of $934,287 available for operational expenses and due diligence on prospective target businesses[98]. - The company does not expect to generate any operating revenues until after the completion of its Business Combination[91]. - The company may need to obtain additional financing to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[100]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[101].