Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report to "MTNE," "our," "us," "the Company" or "we" refer to CH4 Natural Solutions Corporation. References to our "management" or our "management team" refer to our officers and directors, references to the "sponsor" refer to CH4 Natural Solutions Acquisition Sponsor LLC, and references to the "security holdings sponsor" refer to CH4 Natural Solutions Acquisition Security Holdings, LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission ("SEC") filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on October 11, 2024 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). We intend to effectuate our initial Business Combination using cash from the proceeds of the IPO and the sale of the private placement units, our shares, debt or a combination of the foregoing.

The issuance of additional shares in connection with a Business Combination to the owners of the target or other investors:

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may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares ("Founder Shares") resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

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may subordinate the rights of holders of our ordinary shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares;

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could cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

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may adversely affect prevailing market prices for our Class A Ordinary Shares and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

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default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

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our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

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other disadvantages compared to our competitors who have less debt.

The registration statement for our initial public offering ("IPO") was declared effective on April 30, 2026. On May 4, 2026, the Company consummated its IPO of 20,000,000 units (the "units"). The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $200,000,000, which is described in Note 3. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the "Class A ordinary shares") and one-half of one warrant ("public warrant") of the Company. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Simultaneously with the closing of the IPO, the Company completed the private sale of 200,000 private placement units (each unit consists of one Class A ordinary share and one-half of one warrant) at a purchase price of $10.00 per private placement unit (the "private placement") to CH4 Natural Solutions Acquisition Security Holdings, LLC (the "security holdings sponsor"), generating gross proceeds to the Company of $2,000,000, which is described in Note 4. On May 6, 2026, the underwriter of the IPO (the "Underwriter") partially exercised the over-allotment option and on May 8, 2026, purchased an additional 2,000,000 units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $20,000,000. Transaction costs amounted to $8,951,843, including $6,600,000 in deferred underwriting fees, $250,000 in upfront underwriting fees, and $2,101,843 in other offering costs related to the IPO and over-allotment exercise. In addition, cash of $1,750,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Of the net proceeds of the IPO, the sale of the private placement units and the sale of the over-allotment option units, a total of $220,000,000, including $6,600,000 of deferred underwriting discounts and commissions, was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the "Trust Account").

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 11, 2024 (inception) through June 30, 2026 were organizational activities and those necessary to prepare for the IPO. Subsequent to the IPO, our activities have included the Company's search for a target business with which to complete an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. Following the IPO, we will generate non-operating income in the form of interest income on marketable securities. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial Business Combination.

For the six months ended June 30, 2026, we reported a net loss of $5,894,317, which consisted of general and administrative expenses of $7,128,151, offset by $1,233,834 of interest earned on cash held in the Trust Account.

For the six months ended June 30, 2025, we reported a net loss of $129,409 which consisted of general administrative expenses.

Liquidity and Capital Resources

As of June 30, 2026, the Company had a cash balance of $1,447,919 and a working capital deficit of $729,647.

For the six months ended June 30, 2026, cash used in operating activities was $232,581, which is made up of a net loss of $5,894,317 and changes in operating assets and liabilities of $6,591,621. These amounts were offset by accrued interest on cash held in the Trust Account of $1,233,834 and general and administrative expenses funded by a note payable to the sponsor and affiliates of $303,949.

The Company does not have sufficient liquidity to meet its obligations for at least one year from the date the condensed financial statements included in this Quarterly Report on Form 10-Q were issued. In connection with the Company's assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements-Going Concern," management has determined that as of the issuance date of the condensed financial statements included in this Quarterly Report on Form 10-Q, the Company's working capital is not sufficient to fund its operating needs for a period of at least one year. While the sponsor or its affiliates may provide additional financial support, including through loans or capital contributions, they are not obligated to do so and the timing of the funding may not align with the Company's liquidity requirements. Accordingly, these conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the condensed financial statements included in this Quarterly Report on Form 10-Q were issued. Management intends to address this uncertainty through working capital loans from the sponsor or its affiliates, and additional capital contributions from the sponsor or its affiliates; however, there can be no assurance that such financing will be available on acceptable terms.

Contractual Obligations

Registration Rights

The holders of the founder shares, private placement units (and their underlying securities) and units that may be issued upon conversion of working capital loans (and their underlying securities) and any Class A ordinary shares held by our initial shareholder at the completion of the IPO or acquired prior to or in connection with our initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A ordinary shares). The holders of these securities, having a value of at least $25 million in the aggregate, are entitled to make up to three demands that we offer such securities in an underwritten offering. These holders also have certain "piggyback" registration rights with respect to certain underwritten offerings we may conduct. We will bear the expenses incurred in connection with registering these securities.

Underwriting Agreement

On May 8, 2026, the underwriter purchased 2,000,000 Units in partial exercise of the over-allotment option. The underwriter had a 45-day option from the date of the Prospectus to exercise the remaining over-allotment option. On June 15, 2026, upon the expiration of the over-allotment period, the underwriter forfeited their rights to exercise the remainder of the over-allotment option resulting in the sponsor forfeiting 333,333 Class B ordinary shares.

The Company paid an underwriting discount of $250,000 to the underwriter at the closing of the IPO, with an additional fee of $0.30 per unit sold in the IPO (including both the base and over-allotment units sold), or $6,600,000 in the aggregate, that will be payable to the underwriter for deferred underwriting commissions, which shall be subject to pro rata reduction based on the number of Class A ordinary shares redeemed by the public shareholders.

In addition to the underwriting discounts and commissions, the Company engaged Santander US Capital Markets LLC to provide advisory services from time to time. As compensation for the services provided under an engagement letter, the Company shall pay Santander US Capital Markets LLC a fee equal to 3.00% of the gross proceeds from the IPO, payable upon the completion of an initial Business Combination. The Company agreed to indemnify Santander US Capital Markets LLC and its affiliates in connection with its role in providing such advisory services. Upon the completion of the IPO and the partial exercise of the over-allotment option by the underwriter, the Company recorded a charge against earnings for $6,600,000 which represents the 3.00% advisory fees payable by the Company since the termination clause in the agreement deems the advisory fee earned and recordable as of the date of the IPO and over-allotment exercise.

Administrative Support Agreement

The Company has entered into an agreement with an affiliate of the sponsor pursuant to which the Company is obligated to, commencing on the date the securities of the Company were first listed on the New York Stock Exchange, pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of an initial Business Combination or the Company's liquidation, we will cease paying these monthly fees. The Company incurred $20,000 and $0 for the six months ended June 30, 2026 and 2025, respectively.

Critical Accounting Policies and Estimates

We describe our significant accounting policies in Note 2-Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Financial Statements included in this Form 10-Q. Our condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Certain of our accounting policies require that the Company's management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, the Company's management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates. The Company does not have any critical accounting policies and estimates.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026 and 2025. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an "emerging growth company," we are not required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five (5) years following the completion of the IPO or until we otherwise no longer qualify as an "emerging growth company."