BM3EAC Corp._2025 FS.v5

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT

Introduction

BM3EAC Corp. (the “Company”), is a listed acquisition vehicle incorporated under the laws of the

Cayman Islands. The Company is listed on Euronext Amsterdam, the regulated market operated by

Euronext Amsterdam N.V. (“Euronext Amsterdam”) and is seeking to effect a merger, share exchange,

asset acquisition, share purchase, reorganisation or similar business combination with an operating company,

which is referred to herein as a business combination (“Business Combination”).

The Company was formed by Brigade SPAC Sponsor II LLC (the “Sponsor Entity”). The Sponsor Entity

is controlled by Brigade Capital GP, LLC, which is an affiliate of Brigade Capital Management, LP, together

with the group entities that are affiliated with it by way of common control (“Brigade”). M3 Euro SPAC

Sponsor I, LP (“M3”) is the strategic partner to the Sponsor Entity.

The Annual Report covers the period 1 January 2025 to 31 December 2025 (the “Reporting Period”).

Background

The Company maintains its appointments of Brigade Capital UK LLP (“Brigade UK”), an affiliate of the

Sponsor Entity, as its adviser and ABN AMRO Bank N.V. as its listing and paying agent in connection with

its listing on Euronext Amsterdam.

On 8 December 2021, the Company offered by way of private placement 25,000,000 units (the “Units”),

each consisting of one ordinary share (an “Ordinary Share”) and one-half (1/2) of a warrant (a

“Warrant ”), at a price of $10.00 per Unit (the “Offering ”). The Offering ended on 10 December 2021,

raising proceeds of $250,000,000, and the Units, Ordinary Shares and Warrants were admitted to listing on

Euronext Amsterdam on 10 December 2021. The Company held the proceeds of the IPO in an escrow

account (the “Escrow Account”).

More information about the Company can be found on the Company’s website – www.BrigadeM3EAC.com

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT (CONTINUED)

The Company had until 14 June 2023 to complete a Business Combination (the “Business Combination

Deadline”). The Company investigated various potential targets and held explorative talks with a selection

of them, but despite extensive efforts the Company was unable to find a suitable business combination

target prior to the Business Combination Deadline. Upon reaching the Business Combination Deadline, the

board of directors of the Company (the “Directors” or the “Board”) initiated the redemption of all listed

Units and Ordinary Shares in accordance with the terms and conditions in the Company's articles of

association and as disclosed in the Company's Prospectus. On 20 June 2023, redemption proceeds were paid

to holders of Units and Ordinary Shares using proceeds from the Escrow Account through payment by the

Listing Agent, at a price per Unit or Ordinary Share of $10.20 plus accrued interest of $9,380,492 equating

to $0.38 per share, following which the Escrow Account was closed. The formal redemption of the Units

and Ordinary Shares then took effect on 21 June 2023 and the redeemed Units and Ordinary Shares were

transferred to the Company’s treasury (the “Redemption”).

In addition, the public warrants and the sponsor warrants automatically expired without value on 15 June

2023 following the Business Combination Deadline, in line with the terms and conditions of the warrants

and the disclosure in the Prospectus.

Following the Redemption (and the expiration of the public warrants and the sponsor warrants), the only

current outstanding securities of the Company are the Sponsor Shares, which are held by the Sponsor Entity

and certain directors of the Company.

On 9 August 2023, the sponsor shareholders resolved to (i) change the name of the Company to “BM3EAC

Corp.”; (ii) redesignate all issued Units held in treasury as Ordinary Shares; (iii) amend the authorised share

capital from US$53,000 to US$28,000 to reflect the cancellation of the authorised but unissued Units; and

(iv) amend and restate the Company’s memorandum and articles of association in order to facilitate the re-

purposing and continuation of the Company.

On 12 September 2023, the Board resolved to cancel 25,000,000 Ordinary Shares. Following the

cancellation, the Company continued to hold the remaining 25,000,000 Ordinary Shares in treasury,

available for re-allocating in the future.

In January 2024, the Sponsor Entity committed additional working capital of $775,000 to cover the costs

associated with the continuation of the Company after the Redemption and during 2024. In January 2025,

the Sponsor Entity committed further additional working capital of $725,000 to cover the costs associated

with the continuation of the Company during 2025 and into 2026.

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT (CONTINUED)

Business and Financial Developments

Financial summary as at 31 December 2025:

•Bank account balance: $38,194

•Accumulated losses: ($1,127,423)

During the period 1 January 2025 to 31 December 2025, the Company earned interest income of $2,001 on

its cash balance. The expenses incurred by the Company in the Reporting Period include, amongst others,

interest expense, insurance costs, legal costs, corporate services, accounting and tax advisory costs, and

other operating expenses. This has resulted in a total comprehensive loss of $349,948 during the Reporting

Period.

Strategy and Business Outlook

The Directors intend for the Company to continue for a temporary period as an acquisition vehicle, listed

on Euronext Amsterdam, and believe that the Company provides an efficient route (by way of merger, share

exchange or similar) for an operating company to achieve a public market listing and thereby access to

public market capital as well as additional private capital. The Directors continue to believe that the

experience, capabilities, relationships and track record of the Directors, Brigade and M3 will be instrumental

in identifying compelling target companies and implementing a potential business combination.

Additionally, the Sponsor Entity has committed to additional capitalization of the Company to support the

operations through at least April of 2027. Accordingly, the Company believes it will remain a going concern

at least through that date.

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT (CONTINUED)

Director Information

The Company was incorporated on 21 April 2021 as an exempted company under the laws of the Cayman

Islands with registration number 374650.

The Company is subject to the relevant provisions of Cayman Islands law as well as its Memorandum and

Articles of Association. Additionally, the Company voluntarily applies certain principles from the Dutch

Corporate Governance Code (the “DCGC”).

As at the date of this Annual Report, the directors of the Company (the “Directors ” and, together, the

“Board”) are:


Name	Position
Vijay Rajguru	Executive Director and Chairman of the Board
Rosalia Portela	Executive Director
Steven P. Vincent	Non-Executive Director
Carlos Sagasta	Independent Non-Executive Director
Stephan Walz	Independent Non-Executive Director
Brenda Rennick	Independent Non-Executive Director

Further details on the Directors, including their respective management experience and expertise, their

powers, responsibilities and functioning, and their mandatory disclosure obligations are set out in the

Prospectus.

Interests of the Directors

As at the date of this Annual Report, the interests in the capital instruments of the Company of the Directors

remain as disclosed in the Prospectus.

Powers, Responsibilities and Functioning

Pursuant to the Articles of Association, the Directors are granted broad authority to manage the Company’s

business and may exercise all powers in such respect. The Executive Directors manage the Company’s day-

to-day business and operations and implement its strategy. The Non-Executive Directors focus on policy

and supervising the performance of the duties of all Directors and the general state of affairs of the

Company. The Directors may take actions by unanimous written resolution or by a majority vote at a Board

meeting.

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT (CONTINUED)

Corporate Governance

As a company incorporated under the laws of the Cayman Islands, there is no statutory corporate governance

code applicable to the Company. The laws of the Cayman Islands do however provide that proper corporate

governance has to be maintained. Notwithstanding there being no statutory corporate governance code

applicable to the Company, the Company has implemented a corporate governance framework consisting of (i)

a Board the majority of which consists of Directors who, in the Company's estimate, would qualify as

independent within the meaning of best practice provision 2.1.8 of the DCGC, were it to apply to the Company,

(ii) an Audit Committee and (iii) corporate governance policies, including a Code of Ethics, Diversity Policy,

Insider Trading Policy and Corporate Governance Guidelines, each as defined below and each of which can be

viewed on the Company’s website (www.BrigadeM3EAC.com).

Audit Committee

The Board has appointed from among its Directors an Audit Committee. The Audit Committee consists of

Ms. Rennick as chairperson and Mr. Rajguru. The organisation, rules, decision-making and other internal

matters of the Audit Committee have been adopted by the Board and are set out in the Company’s Audit

Committee Charter, available on the Company’s website (www.BrigadeM3EAC.com).

Code of Ethics

The Company has adopted a code of ethics (the "Code of Ethics") requiring it to avoid, wherever possible,

all conflicts of interest, except under guidelines or resolutions approved by the Board (or the Audit

Committee, where applicable). Under the Code of Ethics, conflict of interest situations will include any

financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness)

involving the Company. In addition, the Audit Committee, pursuant to the terms of reference of the Audit

Committee, will be responsible for reviewing and approving related party transactions to the extent that the

Company enters into such transactions. The Company’s Code of Ethics is available on the Company’s

website (www.BrigadeM3EAC.com).

Insider Trading Policy

The Company has adopted an insider trading policy (the "Insider Trading Policy") setting out, inter alia ,

prohibitions on directly or indirectly conducting or recommending transactions in Company securities while

in the possession of inside information. The Company’s Insider Trading Policy is available on the

Company’s website (www.BrigadeM3EAC.com).

Corporate Governance Guidelines

The Company has adopted corporate governance guidelines (the “Corporate Governance Guidelines”)

relating to, inter alia, (i) board composition and director qualifications; (ii) the Board’s responsibilities; (iii) the

Board’s meetings and related procedures; (iv) director communications, compensation, orientation and

continuing education; (v) leadership development; (vi) the Board’s annual performance evaluation; and (vii)

means of communicating with the Board. The Company’s Corporate Governance Guidelines are available

on the Company’s website (www.BrigadeM3EAC.com).

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT (CONTINUED)

Corporate Social Responsibility

The Directors believe that businesses which have established a viable environmental, social and governance

(“ESG”) plan for their future, or that recognise the potential associated with establishing such an ESG plan

will experience enhanced expansion relative to those without such a commitment or opportunity for the

foreseeable future, and the Directors therefore are also focused on ensuring that the target company meets

these criteria. As a consequence, the Company takes into account sustainability and corporate social

responsibility factors when evaluating potential target businesses. The factors that will be evaluated relating

to the sustainability of the business and opportunity for enhancing such sustainability include: the practices,

products and services of the business; the production methods for the products and services, including their

relationship to a low-carbon, prosperous, equitable, healthy and safe society; the nature of revenue and the

likelihood that current earnings are “borrowing” from future earnings; and overall contribution to equality

and long-term benefit to society.

Anti-corruption and Human Rights

The Company complies with the anti-corruption and human rights laws of the countries in which it does

business. The Directors shall not take or cause to be taken any action that would reasonably result in the

Company not complying with such anti-corruption and/or human rights laws. The Directors are responsible

for ensuring that any agents appointed on the Company’s behalf are reputable and uphold the Company’s

standards in this area.

Risks and Risk Management

Risks

Following the redemption of all outstanding Units and Ordinary Shares, as well as the expiry of the

warrants, the Directors recognise that the Company is solely owned by the Sponsor Entity and the Directors

and that the risks associated with the Company and previously disclosed in the Prospectus should now be

read in that context. In particular, the Directors recognise that all risks are currently borne solely by the

Sponsor Entity and the Directors, who are fully cognizant of the risks.

The Company is exposed to certain risk factors and events that may or may not occur. A summary of

certain risks is set out in the table below and should be read in conjunction with Part II of the Company’s

Prospectus (available on the Company’s website: www.BrigadeM3EAC.com), which discloses what the

Directors believe are the most material risks concerning the Company’s business, although they may not be

the only risks and uncertainties. Additional risks not known to the Company, or currently believed not to be

material, could later turn out to have a material impact on the Company.

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT (CONTINUED)


Risk category	Risk description	Potential impact
Strategic	The Company may face significant competition for Business Combination opportunities	High
Strategic	There is no assurance that the Company will identify suitable Business Combination opportunities	High
Financial	The Company may need to arrange third-party financing and there can be no assurance that it will be able to obtain such financing, which could compel the Company to restructure or abandon a particular proposed Business Combination	High
Financial	If the Company’s working capital is insufficient, it could inhibit the Company’s search for a target business and therefore the ability to complete a Business Combination	High
Operational	The Company’s success is dependent upon the Directors, Brigade and/or M3 to identify and execute a Business Combination and the departure of key individuals could adversely affect the Company	High
Operational	The Company’s search for a target business may be materially adversely affected by macroeconomic events as well as other adverse conditions on the public financial markets	Medium
Operational	Harm to the reputation of the Company, the Sponsor Entity (or any of its affiliates) or the Directors may materially adversely affect the Company	Medium
Operational	The Company is reliant on the continuation of certain service provider appointments, including advisors, legal counsel, auditor, listing agent and others. In the event of termination of any such appointments, the Company would need to appoint replacement service providers	Medium

Risk Management

The Board is ultimately responsible for maintaining effective risk management, which includes the

Company’s risk governance structure and the Company’s system of internal controls.

The Company has in place a risk management and internal control system in relation to its financial

reporting process and the process of preparing the financial statements. The Board reviews the effectiveness

of the system of internal financial, operational and compliance controls, and risk management. The Board

examines whether the system of internal controls operated effectively throughout the year (taking into

account that due to the size of the Company and its limited operations, segregation of duties is generally

limited) and will make recommendations when appropriate.

BM3EAC Corp.

Directors’ Report

31 December 2025

DIRECTORS’ REPORT (CONTINUED)

The Board is of the opinion that, to the best of its knowledge:

• no deficiencies in the effectiveness of the internal risk and control systems have been identified;

• the internal risk management and control systems of the Company provide reasonable assurance that

the financial reporting as included in the financial statements does not contain any material

inaccuracies;

• there is a reasonable expectation that the Company will be able to continue its operations and meet

its liabilities, therefore, it is appropriate to adopt the going concern basis in preparing the financial

statements. This opinion is based on the fact that the Board remains focused on completing a

Business Combination and the Sponsor Entity has committed additional working capital sufficient to

cover the Company’s operations for at least the next 12 months.

No matter how comprehensive a risk management and control system may be, it cannot be assumed to be

exhaustive, nor can it provide certainty that it will prevent negative developments from occurring in the

Company’s business and business environment or that response to risk will be fully effective. The

Company’s risk management framework is designed to avoid or mitigate rather than to eliminate the risks

associated with the accomplishment of the Company’s strategic objectives. It provides reasonable assurance

but not absolute assurance against material misstatement or loss. In the Reporting Period, the Company has

not identified any major failings in its internal risk management and control system.

2025 Audited Financial Statements (“Financial Statements”)

The Directors have reviewed and discussed the December 2025 Financial Statements.

The Directors believe the 2025 Financial Statements of the Company meet all requirements for correctness

and transparency.

On behalf of the Directors

Vijay Rajguru

Chairman

10 April 2026

BM3EAC Corp.

Directors’ Report

31 December 2025

NON-EXECUTIVE DIRECTORS’ REPORT

The Non-Executive Directors focus on policy and supervising the performance of the duties of all Directors

and the general state of affairs of the Company. As at the date of this Annual Report, the Company’s Non-

Executive Directors are as listed below:


Name	Position
Steven P. Vincent	Non-Executive Director
Carlos Sagasta	Independent Non-Executive Director
Stephan Walz	Independent Non-Executive Director
Brenda Rennick	Independent Non-Executive Director

The Non-Executive Directors provide, inter alia, a supervisory and oversight function to the Company in

relation to its search for a Business Combination and to ensure that any decisions that are reached align with

the Company’s strategy.

The Non-Executive Directors are aware of the Company’s strategic, financial, operational, legal and

compliance risks, the internal control and management systems in place, and of actions taken to manage the

risks.

REMUNERATION REPORT

The Directors do not receive any fixed or variable remuneration. As compensation for their services, the

Sponsor Entity assigned sponsor shares to each of the Directors (other than to Steven P. Vincent who does

not receive any compensation) at the nominal value of $0.0001 per sponsor share:


Name	Position	Sponsor Shares
Vijay Rajguru	Executive Director and Chairman of the Board	25,000
Rosalia Portela	Executive Director	20,000
Steven P. Vincent	Non-Executive Director	-
Carlos Sagasta	Independent Non-Executive Director	20,000
Stephan Walz	Independent Non-Executive Director	20,000
Brenda Rennick	Independent Non-Executive Director	20,000

BM3EAC Corp.

Directors’ Report

31 December 2025

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report. The Annual Report comprises the Annual

Directors’ Report, the Non-Executive Directors’ Report, the Remuneration Report, the Annual Financial

Statements and some other information. The Directors are responsible for preparing the Annual Report in

accordance with applicable law and regulations. The Directors are required by law to prepare the Annual

Report for each financial year. The Directors have prepared the Annual Report in accordance with IFRS

Accounting Standards (“IFRS”). The Directors must not approve the Annual Report unless they are

satisfied that it gives a true and fair view of the state of affairs of the Company and of the profit or loss of

the Company for that period. In preparing the Annual Report, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable IFRS have been followed, subject to any material departures disclosed and

explained in the Annual Report; and

• prepare the Annual Report on the going concern basis, unless it is inappropriate to presume that the

Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

Company’s transactions and disclose, with reasonable accuracy at any time, the financial position of the Company and

enable them to ensure that the Annual Report complies with applicable law. The Directors have assessed the

effectiveness of the Company’s internal risk management and control systems. Though such systems are designed to

manage and control risks, they can provide reasonable, but not absolute assurance against material misstatements.

Based on this assessment, to the best of our knowledge and belief, no material failings of the effectiveness of the

Company’s internal risk management and control systems occurred and the internal risk and control systems provides

reasonable assurance that the Annual Financial Statements do not contain any errors of material importance.

Each of the Directors confirm that to the best of their knowledge:

• the Annual Financial Statements, which have been prepared in accordance with IFRS, give a true

and fair view of the assets, liabilities, financial position and profit or loss of the Company;

• the Annual Directors’ Report gives a true and fair view on the situation on the balance sheet date,

the development and performance of the business and the position of the Company of which the

financial information is included in the Annual Directors’ Report and includes a description of the

principal risks that the Company faces; and

• having taken all matters considered by the Board and brought to the attention of the Board during the

Reporting Period into account, the Directors consider that the Annual Report, taken as a whole is fair,

balanced and understandable. The Directors believe that the disclosures set out in the Annual Report

provide the information necessary for shareholders to assess the Company’s position, performance,

business model and strategy.

As noted in the Directors’ Report, the Directors have a reasonable expectation that the Company has

adequate resources to continue in operational existence for the foreseeable future. For this reason, the

Directors consider it appropriate to adopt the going-concern basis in preparing the Annual Report.

On behalf of the Company

Vijay Rajguru

Chairman

10 April 2026

KPMG LLP

P.O. Box 493

SIX Cricket Square

Grand Cayman

KY1-1106 Cayman

Islands

Tel +1 345 949 4800

Fax +1 345 949 7164

Web www.kpmg.com/ky

Independent Auditors' Report to the Board of Directors of BM3EAC Corp.

Opinion

We have audited the financial statements of BM3EAC Corp. (the “Company”), which comprise the

statement of financial position as at December 31, 2025, the statements of comprehensive

income, changes in shareholders' equity, and cash flows for the year then ended, and notes,

comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the

financial position of the Company as at December 31, 2025, and its financial performance and its

cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by

the International Accounting Standards Board (“IFRS Accounting Standards”).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our

responsibilities under those standards are further described in the “Auditors’ Responsibilities for

the Audit of the Financial Statements” section of our report. We are independent of the Company

in accordance with International Ethics Standards Board for Accountants International Code of

Ethics for Professional Accountants (including International Independence Standards) (“IESBA

Code”) together with the ethical requirements that are relevant to our audit of the financial

statements in the Cayman Islands, and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the IESBA Code. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance

in our audit of the financial statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated

in our report:

Going concern

Refer to page 21 (accounting policy)


Description of key audit matter	How the matter was addressed in our audit
Events and conditions that may cast significant doubt on the Company’s ability to continue as a going concern have been identified. Current liabilities exceed the Company’s cash balance. Having considered all of the relevant information, including support from the Sponsor Entity, the Company has concluded that there are no material uncertainties that require disclosure.	The procedures we undertook included: • Evaluating whether the period of the Company’s assessment was appropriate, and whether the assessment included all relevant information that has come to our attention during the audit; • Evaluating whether the Company’s plans for future actions, including whether assumptions

KPMG LLP, a Cayman Islands limited liability partnership and a member firm

of the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by

Document classification: KPMG Confidential

There is a significant risk of error relating to

going concern given the judgmental nature of

the matters that require consideration by the

Company and those charged with governance.

are realistic, achievable and consistent with

other evidence, and whether data used is

reliable and relevant;

• Remaining alert to events or conditions

that may cast doubt on the Company’s ability to

continue as a going concern, including those

beyond the Company’s assessment; and

• Concluding on the appropriateness of

the Company’s use of the going concern basis

of accounting, and the adequacy of financial

statement disclosures.

Based on our assessment of information

obtained from our procedures, we concluded

that the Company’s use of the going concern

assumption appears appropriate in the

preparation and presentation of the financial

statements and that the events or conditions

identified do not constitute a material

uncertainty.

Other Information

Management is responsible for the other information. The other information comprises the information

included in the Directors’ Report and Statement of Directors’ Responsibility, but does not include the

financial statements and our auditors’ report thereon.

Our opinion on the financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

Management is responsible for the preparation and fair presentation of the financial statements in

accordance with IFRS Accounting Standards, and for such internal control as management determines

is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless management either intends to liquidate the Company or

to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting

process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the Company's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

- Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Company's ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

auditors’ report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditors’ report. However, future events or conditions may cause the Company

to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditors’ report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public interest benefits of such

communication.

Report on Other Legal and Regulatory Requirements

European Single Electronic Format (ESEF)

The Company has prepared its annual report in ESEF. The requirements for this format are set out in

the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards

on the specification of a single electronic format (these requirements are hereinafter referred to as: the

RTS on ESEF).

In our opinion, the annual report prepared in the XHTML format, including the financial statements as

included in the reporting package by the Company, has been prepared in all material respects in

accordance with the RTS on ESEF.

Those charged with governance are responsible for preparing the annual report including the financial

statements in accordance with the RTS on ESEF, whereby the management combine the various

components into a single reporting package. Our responsibility is to obtain reasonable assurance for

our opinion whether the annual report in this reporting package, is in accordance with the RTS on

ESEF.

Our procedures included amongst others:

• Obtaining an understanding of the Company’s financial reporting process, including the

preparation of the annual report in XHTML format; and

• Examining whether the annual report in XHTML format is in accordance with the RTS on ESEF.

The engagement partner on the audit resulting in this independent auditors’ report is Tanis McDonald.

April 10 2026

BM3EAC Corp.

Statement of Financial Position

31 December 2025


		2025	2024
	Note	$	$

Assets
Cash	3	38,194	132,053
Prepayments		13,796	49,978

Total assets		51,990	182,031

Shareholders' equity and liabilities
Shareholders' equity
Share capital	5	625	625
Accumulated losses		(1,127,423)	(777,475)

Total shareholders' equity		(1,126,798)	(776,850)

Liabilities
Accrued expenses		137,369	137,730
Promissory note	10	925,000	775,000
Accrued interest on promissory note	10	116,419	46,151

Total liabilities		1,178,788	958,881
Total shareholders' equity and liabilities		51,990	182,031

The notes on pages 19 to 33 form an integral part of these financial statements.

BM3EAC Corp.

Statement of Comprehensive Income

For the year ended 31 December 2025


		2025	2024
	Note	$	$
Income
Other income	6	-	400,000
Interest income, net of withholding tax of $859 (2024: $2,462)		2,001	5,745
Total income		2,001	405,745

Expenses
Operational expenses	7	281,681	993,202
Interest expense on promissory note	10	70,268	46,151

Total expenses		351,949	1,039,353

Loss for the year		(349,948)	(633,608)

Total comprehensive loss for the year		(349,948)	(633,608)

Basic loss per share	9	$(0.06)	$(0.10)
Diluted loss per share	9	$(0.06)	$(0.10)

The notes on pages 19 to 33 form an integral part of these financial statements.

BM3EAC Corp.

Statement of Changes in Shareholders’ Equity

For the year ended 31 December 2025


	Share capital	Accumulated losses	Total
	$	$	$

Opening balance – 1 January 2024	625	(143,867)	(143,242)

Comprehensive loss for the year	-	(633,608)	(633,608)


Total comprehensive loss for the year	-	(633,608)	(633,608)

Closing balance – 31 December 2024	625	(777,475)	(776,850)


Comprehensive loss for the year	-	(349,948)	(349,948)


Total comprehensive loss for the year	-	(349,948)	(349,948)

Closing balance – 31 December 2025	625	(1,127,423)	(1,126,798)

The notes on pages 19 to 33 form an integral part of these financial statements.

BM3EAC Corp.

Statement of Cash Flows

For the year ended 31 December 2025


	2025	2024
	$	$

Cash flows from operating activities:
Loss for the year	(349,948)	(633,608)
Adjustments to reconcile loss for the year to net cash used in operating activities:
Adjustment for:
Interest income, net	(2,001)	(5,745)
Changes in:
Prepayments	36,182	(49,798)
Accrued interest on promissory note	70,268	46,151
Accrued expenses	(361)	(41,282)
Interest received, net	2,001	5,745
Net cash used in operating activities	(243,859)	(678,537)

Cash flows from financing activities:
Proceeds from promissory note	150,000	775,000
Net cash generated from financing activities	150,000	775,000

Net change in cash	(93,859)	96,463
Cash at beginning of the year	132,053	35,590
Cash at end of the year	38,194	132,053

The notes on pages 19 to 33 form an integral part of these financial statements.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

1. General information

BM3EAC Corp. (the “Company”) is an exempted company incorporated under the laws of the Cayman

Islands on 21 April 2021. The Company is registered as exempted because its objects are to be carried

out mainly outside the Cayman Islands. The Company was initially a special purpose acquisition

company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share

purchase, reorganisation or similar business combination (a “Business Combination”) with an operating

company.

The Company is registered with the Registrar of Companies under incorporation number 374650 and

has its registered office in Grand Cayman, Cayman Islands. Brigade SPAC Sponsor II LLC is the

Company's sponsor (the “Sponsor Entity”).

The Company was listed on the Euronext Amsterdam Stock Exchange (“Euronext Amsterdam”) as of 8

December 2021, having raised $250,000,000 in its IPO of 25,000,000 Units at $10 per Unit (the

“Offering”), and remains listed. An over-allotment option existed but was not exercised. These proceeds

were placed in an Escrow Account as outlined in the Prospectus. Each Unit was exchangeable for one

(1) redeemable Ordinary Share and one-half (½) of a public warrant.

The Company had until 14 June 2023 (“Settlement Date”) to complete a Business Combination, (the

“Business Combination Deadline”). The Company investigated various potential targets and held

explorative talks with a selection of them, and despite extensive efforts the Company was unable to find

a suitable business combination target prior to the Business Combination Deadline.

Effective 14 June 2023, the Company initiated the redemption (the “Redemption”) of all Units and

Ordinary Shares (together, the “Public Shares”), in accordance with the terms and conditions in the

Company's articles of association and as disclosed in the Company's Prospectus. The redemption

proceeds held in the Escrow Account were returned to the shareholders at a per-share price of $10.20

plus accrued interest of $9,380,492 equating to $0.38 per share on 20 June 2023, following which the

Escrow Account was closed. The formal redemption of the Units and Ordinary Shares then took effect

on 21 June 2023 and the redeemed Units and Ordinary Shares were transferred to the Company’s

treasury. Additionally, the public warrants and the sponsor warrants (together, the "Warrants") were

automatically expired without value on 15 June 2023 following the Business Combination Deadline, in

line with the terms and conditions of the Warrants and the disclosure in the Prospectus. Lastly,

following the Business Combination Deadline, the Forward Purchase Agreement expired without having

been exercised. Following the redemption of the Units and Ordinary Shares (and the expiration of the

public warrants and the sponsor warrants), the only current outstanding securities of the Company are

the Sponsor Shares, held by the Sponsor Entity and certain Directors of the Company. With the support

of the Sponsor Entity, the Directors intend for the Company to continue as a repurposed acquisition

vehicle, remaining listed on Euronext Amsterdam, in the belief that the Company provides an efficient

route (by way of merger, share exchange or similar) for an operating company to achieve a public market

listing and thereby access to public market capital as well as additional private capital.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

1.General information (continued)

On 9 August 2023, the holders of the Sponsor Shares in the Company resolved to (i) change the name of

the Company to “BM3EAC Corp.”; (ii) redesignate all issued Units held in treasury as Ordinary Shares;

(iii) amend the authorised share capital from US$53,000 to US$28,000 to reflect the cancellation of the

authorised but unissued Units; and (iv) amend and restate the Company’s memorandum and articles of

association in order to facilitate the re-purposing and continuation of the Company.

On 12 September 2023, the Board resolved to cancel 25,000,000 Ordinary Shares. Following the

cancellation, the Company continues to hold the remaining 25,000,000 Ordinary Shares in treasury,

available for re-allocating in the future.

On 21 February 2024, the Company entered into a preliminary term sheet relating to a potential business

combination with Arkon Energy (“Arkon”). On 7 November 2024, the Company issued a press release

announcing that, after careful consideration, the Company and Arkon had determined that the current

market conditions were not conducive to proceeding with the potential business combination and that

discussions had terminated.

The Company has no employees as at 31 December 2025 and 31 December 2024.

2.Summary of material accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out

below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1Basis of preparation

The financial statements of the Company for the year ended 31 December 2025 have been prepared in

accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board

(“IFRS Accounting Standards”) and are stated in United States dollars (“USD” or “$”), the Company’s

functional currency, unless otherwise disclosed.

The reporting period of these financial statements is from 1 January 2025 to 31 December 2025. The

Company’s statutory financial year end is 31 December.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

2.Summary of material accounting policies (continued)

2.2Use of estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions

that affect the reported amounts of assets and liabilities at the date of the financial statements and the

reported amounts of increases and decreases in net assets resulting from operations during the reporting

period. Actual results could differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are

recognised prospectively.

Judgements

Information about judgements made in applying accounting policies that have the most significant

effects on the amounts recognised in the financial statements is included in the following notes:

• Note 2.3 – Going concern

2.3Going concern

The financial statements have been prepared on a going concern basis.

With the support of the Sponsor Entity, the Directors intend for the Company to continue as a

repurposed acquisition vehicle for at least, but not limited to, 12 months from the end of the Reporting

Period, remaining listed on Euronext Amsterdam, and in the belief that the Company provides an

efficient route (by way of merger, share exchange or similar) for an operating company to achieve a

public market listing and thereby access to public market capital as well as additional private capital. The

Directors continue to believe that the experience, capabilities, relationships and track record of the

Directors, Brigade and M3 will be instrumental in identifying compelling target companies.

Furthermore, while liabilities exceed the Company’s cash balance, the Company has entered into a

promissory note with the Sponsor Entity to provide additional funding required to continue operations.

Accordingly, the Sponsor Entity is committed to keeping the Company capitalised for at least, but not

limited to, 12 months from the end of the Reporting Period on the basis there continues to be a business

purpose for keeping the Company in operations.

There is a reasonable expectation that the Company will be able to continue its operations and meet its

liabilities, therefore, it is appropriate to adopt the going concern basis in preparing the financial

statements. This opinion is based on the fact that the Board remains focused on completing a Business

Combination and the Sponsor Entity has committed additional working capital sufficient to cover the

Company’s operations for at least, but not limited to, the next 12 months.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

2.Summary of material accounting policies (continued)

2.4New accounting developments

IFRS 18 will be effective for annual reporting periods beginning on or after 1 January 2027 and will apply

retrospectively, with early adoption being permitted. The Company has not yet early adopted this

pronouncement and will continue to assess its impact on the Company's financial condition and results

of operations.

2.5Functional and presentation currency

Functional currency is the currency of the primary economic environment in which the Company

operates. The majority of the Company’s transactions are denominated in USD. The majority of

expenses are denominated and paid in USD.

2.6Financial instruments

(i)Recognition and initial measurement

The Company initially recognises financial assets and financial liabilities on the date it becomes a

party to the contractual provisions of the instrument.

Financial assets and financial liabilities are measured initially at fair value plus or minus, for an item

not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.

Any gains and losses arising from changes in fair value of the financial assets or financial liabilities

at fair value through profit or loss (“FVTPL”) are recorded in the statement of comprehensive

income.

(ii)Classification and subsequent measurement

Financial assets

On initial recognition, the Company classifies financial assets as measured at amortised cost or

FVTPL.

A financial asset is measured at amortised cost if it meets both of the following conditions and is

not designated as at FVTPL:

- It is held within a business model whose objective is to hold assets to collect contractual

cash flows; and

- Its contractual terms give rise on the specified dates to cash flows that are solely

payments of principal and interest.

All financial assets not classified as measured at amortised cost as described above are measured at

FVTPL.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

2.Summary of material accounting policies (continued)

2.6Financial instruments (continued)

(ii)Classification and subsequent measurement (continued)

Financial assets (continued)

Financial assets classified at amortised cost are subsequently measured at amortised cost using the

effective interest method. Interest income, foreign exchange gains and losses and impairment are

recognised in the statement of comprehensive income. Any gain or loss on derecognition is

recognised in the statement of comprehensive income.

Financial assets classified at FVTPL are subsequently measured at fair value. Net gains and losses,

including any interest income and foreign exchange gains and losses, are recognised in the

statement of comprehensive income.

Financial assets measured at amortised cost include cash.

Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVTPL.

A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or

it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair

value and net gains or losses, including any interest, are recognised in the statement of

comprehensive income.

Other financial liabilities are subsequently measured at amortised cost using the effective interest

method. Interest expense and foreign exchange gains and losses are recognised in the statement of

comprehensive income. Any gain or loss on derecognition is also recognised in the statement of

comprehensive income.

Financial liabilities measured at amortised cost include promissory note, accrued interest on

promissory note and accrued expenses.

(iii)Amortised cost

The amortised cost of a financial asset or financial liability is the amount at which the financial

asset or financial liability is measured on initial recognition minus the principal repayments, plus or

minus the cumulative amortisation using the effective interest method of any difference between

that initial amount and the maturity amount and, for financial assets, adjusted for any loss

allowance.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

2.Summary of material accounting policies (continued)

2.6Financial instruments (continued)

(iv)Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date in the principal or, in its

absence, the most advantageous market to which the Company has access at that date. The fair

value of a liability reflects its non-performance risk.

When available, the Company measures the fair value of an instrument using the quoted price in

an active market for that instrument. A market is regarded as ‘active’ if transactions for the asset or

liability take place with sufficient frequency and volume to provide pricing information on an

ongoing basis. The Company measures instruments quoted in an active market at a mid-price

because this price provides a reasonable approximation of the exit price.

If there is no quoted price in an active market, then the Company uses valuation techniques that

maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The

chosen valuation technique incorporates all the factors that market participants would take into

account in pricing a transaction.

The Company recognises transfers between levels of the fair value hierarchy as at the end of the

reporting period during which the change has occurred.

(v)Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from

the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in

which substantially all of the risks and rewards of ownership of the financial asset are transferred

or in which the Company neither transfers nor retains substantially all of the risks and rewards of

ownership and does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or

the carrying amount allocated to the portion of the asset that is derecognised) and the

consideration received (including any new asset obtained less any new liability assumed) is

recognised in the statement of comprehensive income. Any interest in such transferred financial

assets that is created or retained by the Company is recognised as a separate asset or liability.

The Company derecognises a financial liability when its contractual obligations are discharged or

cancelled, or expire. On derecognition of a financial liability, the difference between the carrying

amount extinguished and the consideration paid (including any non-cash assets transferred or

liabilities assumed) is recognised in profit or loss.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

2.Summary of material accounting policies (continued)

2.7Cash

Cash represents cash deposits held at financial institutions. Cash is held at major financial institutions.

2.8Prepayments

These represent assets for amounts paid prior to the end of the financial period, for which services are yet

to be provided to the Company. Prepayments are presented as assets unless the service is not due to be

provided within 12 months after the reporting period.

2.9Redeemable ordinary shares

Redeemable Ordinary Shares, to the extent not in treasury, are redeemable at the shareholder's option and

would be classified as financial liabilities. As at 31 December 2025, all Redeemable Ordinary Shares are in

treasury.

2.10Sponsor shares

Sponsor Shares are not redeemable, and are classified as equity in the statement of financial position.

Sponsor Shares are recognised initially at cost. The best evidence of the cost of an equity instrument at

initial recognition is normally the transaction price.

2.11Taxation

The Company is exempt from all forms of taxation in the Cayman Islands. However, in some

jurisdictions, dividend income, interest income and capital gains may be subject to withholding tax

imposed in the country of origin. The Company presents withholding tax net within dividend income,

interest income and investment income, as applicable, in the statement of comprehensive income.

2.12Related parties

A party is considered to be related to the Company if:

(i) the party is a person or a close member of that person’s family and that person

• has control or joint control over the Company;

• has significant influence over the Company; or

• is a member of the key management personnel of the Company or of a parent of the Company;

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

2.Summary of material accounting policies (continued)

2.12Related parties (continued)

(ii) the party is an entity where any of the following conditions applies:

• the entity and the Company are members of the same group;

• one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow

subsidiary of the other entity);

• the entity and the Company are joint ventures of the same third party;

• one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

• the entity is a post-employment benefit plan for the benefit of employees of either the Company

or an entity related to the Company;

• the entity is controlled or jointly controlled by a person identified in (i); and

• a person identified in (i) has significant influence over the entity or is a member of the key

management personnel of the entity (or of a parent of the entity).

3.Cash


	2025 $	2024 $
Current account	38,194	132,053
Total cash	38,194	132,053

The amounts available to the Company in the current account are used to fund the operational costs

related to working capital and search for a company or business for a Business Combination.

4.Financial risk management

The Audit Committee monitors the effectiveness of the Company's internal control systems, internal audit

system and risk management system with respect to financial reporting. Financial risks principally include

market risk, liquidity risk and credit risk. There has been no change during the year to the manner in which

these risks are managed and measured.

4.1 Market risk management

Market risk is the risk that the value of financial assets will fluctuate as a result of changes in market prices

whether those changes are caused by factors specific to the individual assets or factors affecting all assets

in the market. Market risk includes interest, currency and other market price risk.

Interest risk

As at 31 December 2025 and 2024, the Company held cash in an interest-bearing account and holds a

promissory note with interest expense that is subject to floating interest rates. The Company is exposed to

cash-flow interest rate risk on the promissory note with a variable interest rate.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

4.Financial risk management (continued)

4.1 Market risk management (continued)

Interest risk (continued)

A reasonably possible change of 1% (2024: 1%) in market interest rates at the reporting date would have

resulted in a change in total comprehensive loss for the year of approximately $9,062 (2024: $5,338)

increase/decrease, based on the variable rate promissory note held at December 31, 2025. The analysis

assumes that all other variables remain constant and that the change occurs at the reporting date and is

applied to the promissory note outstanding at that date.

4.2 Liquidity risk management

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle

its obligations in full as they fall due or can only do so on terms that are materially disadvantageous.

As at 31 December 2025, the cash available in the current account, amounting to $38,194 (2024:

$132,053), will be used to settle the operational costs of the Company. Furthermore, while liabilities

exceed the Company’s cash balance, the Company has a promissory note with the Sponsor Entity to

provide additional funding to continue operations. As at 31 December 2025, $925,000 has been borrowed

under the promissory note. Additionally, the Sponsor Entity has committed additional working capital of

$725,000 to cover the costs associated with the continuation of the Company during 2025 and into 2026.

The table below summarises the maturity profile of the Company’s financial assets and liabilities as at 31

December 2025.


	Less than 3 months $	3 - 12 months $	12 - 18 months $	No stated maturity $	Total $
Assets
Cash	38,194	-	-	-	38,194
	38,194	-	-	-	38,194
Liabilities
Promissory note	-	-	-	925,000	925,000
Accrued interest on promissory note	-	-	-	116,419	116,419
Accrued expenses	-	137,369	-	-	137,369
	-	137,369	-	1,041,419	1,178,788
Net liquidity position	38,194	(137,369)	-	(1,041,419)	(1,140,594)

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

4.Financial risk management (continued)

4.2 Liquidity risk management (continued)

The table below summarises the maturity profile of the Company’s financial assets and liabilities as at 31

December 2024.


	Less than 3 months $	3 - 12 months $	12 - 18 months $	No stated maturity $	Total $
Assets
Cash	132,053	-	-	-	132,053
	132,053	-	-	-	132,053
Liabilities
Promissory note	-	-	-	775,000	775,000
Accrued interest on promissory note	-	-	-	46,151	46,151
Accrued expenses	-	137,730	-	-	137,730
	-	137,730	-	821,151	958,881
Net liquidity position	132,053	(137,730)	-	(821,151)	(826,828)

As at 31 December 2025, the Company has a net liquidity deficit of $1,140,594 (2024: $826,828). The main

drivers of such deficit are the ongoing expenses associated with operating the Company.

4.3 Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in

financial loss to the Company.

The assets of the Company comprise of cash held in custodian accounts with Goldman Sachs and ABN

AMRO Bank as at 31 December 2025 (2024: Goldman Sachs). The probability of default of the custodian

is deemed low based on the following credit ratings as at 31 December 2025 and 31 December 2024:


Credit Ratings	Balance as at 31 December 2025 ($)	Moody's	Standard & Poor's	Fitch
Goldman Sachs	37,361	A2	BBB+	A
ABN AMRO	833	Aa3	A	A
	38,194

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

4.Financial risk management (continued)

4.3 Credit risk management (continued)


Credit Ratings	Balance as at 31 December 2024 ($)	Moody's	Standard & Poor's	Fitch
Goldman Sachs	132,053	A2	BBB+	A
	132,053

Counterparty risk

As at 31 December 2025 and 31 December 2024, the Company is not exposed to counterparty risks.

4.4 Capital risk management

The Sponsor Entity has committed to provide working capital sufficient to cover the operations of the

Company, as disclosed in note 2.3.

5.Capital instruments

5.1 Authorised share capital

The authorised share capital of the Company at 31 December 2025 is $28,000 divided into 250,000,000

Redeemable Ordinary Shares of a par value of $0.0001 each, and 30,000,000 Sponsor Shares of a par value

of $0.0001 each.

5.2 Sponsor shares

The only outstanding shares of the Company are the 6,250,000 Sponsor Shares, held by the Sponsor

Entity and certain Directors of the Company as at 31 December 2025.

The Sponsor Shares automatically convert on a one-for-one basis into Redeemable Ordinary Shares upon

a business combination.

The Sponsor Shares rank pari passu with each other (and the Redeemable Ordinary Shares, when

outstanding), and holders of the Sponsor Shares are entitled to dividends and other distributions declared

and paid on them. Each Sponsor Share carries the distribution and liquidation rights as included in the

articles of association and the right to attend and to cast one vote at a general meeting of the Company.

The Sponsor Shares will not be admitted to listing or trading on any trading platform.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

5.Capital instruments (continued)

5.3 Treasury

All Redeemable Ordinary Shares are held in Treasury. As these shares are held in Treasury, they do not

yield dividends, do not entitle the holder to voting rights, and do not count towards the calculation of

dividends or voting percentages.


Financial instruments held in treasury as at	2025	2024
Redeemable Ordinary Shares	25,000,000	25,000,000

6.Other income

There was no other income for the year ended 31 December 2025. Other income of $400,000 for the

year ended 31 December 2024 relates to cost reimbursements the Company received from Arkon to

cover for costs incurred by the Company in relation to the potential business combination that did not

proceed.

7.Operating costs

Total operating costs for the year ended 31 December 2025 amounted to $281,681(2024: $993,202),

which includes insurance expense of $90,129 (2024: $243,547) and audit fees of $65,000 (2024: $75,000).

8.Dividends

No dividends were paid or declared by the Company during the year ended 31 December 2025 and 31

December 2024.

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

9.Net loss per share

9.1.Basic net loss per share


	2025 $	2024 $
Numerator
Net loss for the year used in basic loss per share	(349,948)	(633,608)
Total net loss for the year used in basic loss per share	(349,948)	(633,608)
Denominator
Weighted average number of Sponsor Shares used in basic loss per share	6,250,000	6,250,000
Total weighted average number of Sponsor Shares used in basic loss per share	6,250,000	6,250,000

9.2.Diluted net loss per share

The Company has reviewed the dilution factors and concluded that there are no instruments that have

dilutive potential as at 31 December 2025 (2024: None). As a result, diluted loss per share is deemed to

be the same as basic loss per share as at 31 December 2025 and 31 December 2024.

10.Promissory notes

On 21 January 2024, the Company entered into a promissory note with the Sponsor Entity to borrow an

amount up to $775,000. Interest accrues on the unpaid and non-compounded principal borrowed

amount at the rate of the six month Term SOFR rate plus 350 basis points per annum. Such rate is

determined as of the date of the promissory note and resets every 180 calendar days thereafter. Interest

accruing on the principal amount shall be payable monthly, in arrears, on the last day of each calendar

month, commencing after the Maturity Date (defined as follows).

On 1 January 2025, the Company entered into a second promissory note with the Sponsor Entity to

borrow an amount up to an additional $725,000. Interest shall accrue on the unpaid and non-

compounded principal borrowed amount at the rate of the six month Term SOFR rate plus 350 basis

points per annum. Such rate is determined as of the date of the promissory note and resets every 180

calendar days thereafter. Interest accruing on the principal amount shall be payable monthly, in arrears,

on the last day of each calendar month, commencing after the Maturity Date (defined as follows).

The entire principal balance owing hereunder, together with all accrued but unpaid interest thereon, shall

be payable on the earliest of (i) the date of demand for repayment by the Sponsor Entity; and (ii) the date

upon which the Company consummates its initial business combination (the earliest of such dates, the

“Maturity Date”).

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

10.Promissory notes (continued)

As at 31 December 2025, the Company has borrowed $925,000 (2024: $775,000) under the promissory

notes, for which it incurred interest of $70,268 (2024: $46,151) during the year ended 31 December 2025

and owes interest of $116,419 (2024: $46,151) to the Sponsor Entity as at 31 December 2025.

11.Related party transactions

All legal entities that can be controlled, jointly controlled or significantly influenced by the Company are

considered to be a related party. Also, entities which can control, jointly control or significantly influence

the Company are considered a related party. In addition, statutory and supervisory directors and close

relatives are regarded as related parties.

Subsequent to the redemption of Units and Redeemable Ordinary Shares, the Sponsor Shares carry

voting rights of 100% of the total shares eligible to vote, of which the directors hold 1.7% (2024: 1.7%).

As noted in note 10, the Sponsor Entity has lent the Company $925,000 in 2025 under the promissory

notes.

There were no other related party transactions for the year ended 31 December 2025 and 31 December

2024 as illustrated below:


31 December 2025 (2024: same)	Number of Shares, beginning of year	Change in Shares during the year	Number of Shares, end of year
Sponsor shares
Brigade SPAC Sponsor II LLC	6,145,000	-	6,145,000
Vijay Rajguru (Executive director and chairman)	25,000	-	25,000
Rosalia Portela (Executive director)	20,000	-	20,000
Carlos Sagasta (Non-executive director)	20,000	-	20,000
Stephan Walz (Non-executive director)	20,000	-	20,000
Brenda Rennick (Non-executive director)	20,000	-	20,000
	6,250,000	-	6,250,000

BM3EAC Corp.

Notes to the Financial Statements

31 December 2025

12.Accounting classification and fair value

The financial instruments not measured at FVTPL include cash, promissory note, accrued interest on

promissory note, and accrued expenses. The carrying value of these short-term financial assets and

financial liabilities approximate fair value because of their short-term nature and the high credit quality of

counterparties.

13.Subsequent events

The Company has evaluated the effect of all subsequent events occurring through 10 April 2026, the

date the financial statements were available to be issued.

On 17 February 2026, the Company borrowed an additional $250,000 from the Sponsor Entity under

the terms of the second promissory note discussed in Note 10 to the financial statements. The remaining

unborrowed amount subsequent to the borrowing is $325,000.


	Page(s)

Directors’ Report	1-9
Statement of Directors’ Responsibilities	10
Independent Auditors’ Report to the Board of Directors	11-14
Statement of Financial Position	15
Statement of Comprehensive Income	16
Statement of Changes in Shareholders’ Equity	17
Statement of Cash Flows	18
Notes to the Financial Statements	19-33