M&A - CC Capital GP, LLC

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-09

Corporate Action: Merger

Type: Update

Accession Number: 000131586325000512

Filing Summary: On July 7, 2025, CC Capital GP, LLC and other parties entered into a Business Combination Agreement with M3-Brigade Acquisition V Corp. to execute a merger involving ReserveOne, Inc. and its subsidiaries. The Issuer will undergo a domestication process converting to a Delaware corporation before merging with SPAC Merger Sub, creating a wholly-owned subsidiary of Pubco. Post-merger, Class A Ordinary Shares will be converted to Pubco Class A and Class B shares with specific voting rights. The Mergers outline conditions concerning share conversions, voting rights, and the locking of shares for the New Sponsor. The completion of this transaction is slated for the fourth quarter of 2025, contingent upon customary closing conditions.

Additional details:

Class A Ordinary Shares: par value $0.0001


Business Combination Agreement Date: 2025-07-07


Merger Subsidiaries: ["R1 SPAC Merger Sub, Inc.","Issuer Merger Sub, Inc."]

Issuer: M3-Brigade Acquisition V Corp.


Spac Merger Conversion Details: {"class_a_conversion":"to one share of Class A-1 common stock","class_b_conversion":"to one share of Class A-2 common stock","warrant_conversion":"to purchase one Issuer Class A-1 Common Share at $11.50"}


Closing Expectation: fourth quarter of 2025


Pubco Class A Common Shares Rights: one vote per share


Pubco Class B Common Shares Rights: ten votes per share


Form Type: SCHEDULE 13D

Filing Date: 2025-06-03

Corporate Action: Acquisition

Type: New

Accession Number: 000131586325000436

Filing Summary: On June 3, 2025, CC Capital GP, LLC filed a Schedule 13D regarding its acquisition of shares in M3-Brigade Acquisition V Corp. The filing disclosed that on May 23, 2025, M3-Brigade Acquisition V Corp. entered a Securities Purchase Agreement with M3-Brigade Sponsor V LLC and a new sponsor to purchase 7,187,500 Class B ordinary shares and 5,043,750 private placement warrants for $6,467,500. The closing of the agreement occurred on May 27, 2025. Additionally, the new sponsor has the right to appoint directors and executives of the issuer. CC Capital GP, LLC and its affiliates aim to engage with the Board of Directors regarding potential business combinations, particularly in the crypto asset space. Since the closing, significant changes to the Board and executive management have occurred. CC Capital GP, along with its affiliates, reported beneficial ownership of approximately 20% of the issuer's outstanding shares. They also plan to evaluate their investment strategy based on various market conditions.

Additional details:

Cik: 0001816637


Shares Acquired: 7187500


Closing Cash Purchase Price: 6467500


Director Appointments: [{"name":"Thomas L. Fairfield","role":"Class II director"},{"name":"Ted Murphy","role":"Class I director"}]


Executive Appointments: [{"name":"Chinh E. Chu","new_role":"Chief Executive Officer"},{"name":"Matthew Perkal","old_role":"Chief Executive Officer","new_role":"Chief Operating Officer"}]


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