M&A - M3-Brigade Acquisition V Corp.

Form Type: 425

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025062459

Filing Summary: On July 9, 2025, M3-Brigade Acquisition V Corp. ('M3-Brigade') filed a Form 425 regarding a proposed business combination involving M3-Brigade, ReserveOne, Inc., and ReserveOne Holdings, Inc. The agreement was initially disclosed on July 7, 2025, outlining the planned merger among these entities, including their respective subsidiaries. The filing also highlights communications made by key executives from both ReserveOne and M3-Brigade on social media platforms regarding this business combination. Furthermore, it is mentioned that Pubco, the entity anticipated to emerge from this merger, plans to file a registration statement with the SEC, which will include a proxy statement and prospectus related to the merger. Shareholders are encouraged to read the upcoming proxy statement/prospectus for crucial information pertaining to the merger approval. The document also contains cautionary statements regarding forward-looking statements, articulating risks associated with the merger and anticipated business strategies, particularly relating to cryptocurrency operations that ReserveOne intends to pursue after the merger.

Form Type: 425

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025062460

Filing Summary: On July 7, 2025, M3-Brigade Acquisition V Corp. entered into a Business Combination Agreement with ReserveOne, Inc. and its wholly-owned subsidiary, ReserveOne Holdings, Inc. The document features a video message from Jaime Leverton, CEO of ReserveOne, discussing the future of digital asset investing and the positioning of ReserveOne as a publicly traded entity anchored in Bitcoin and other digital assets. The proposed business combination will be detailed in a registration statement on Form S-4 that will include a proxy statement and prospectus to be mailed to M3-Brigade’s shareholders for their approval. The document emphasizes the importance of reading the proxy statement/prospectus for comprehensive information regarding the proposed transactions. It also cautions about forward-looking statements related to the business combination and the associated risks and uncertainties.

Form Type: 425

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025062862

Filing Summary: On July 10, 2025, M3-Brigade Acquisition V Corp. filed a Form 425 regarding its business combination with ReserveOne, Inc. and ReserveOne Holdings, Inc. A Business Combination Agreement was entered on July 7, 2025, involving M3-Brigade, ReserveOne, and its subsidiaries. The agreement outlines a merger proposal that aims to bring ReserveOne public. Wilbur Ross, anticipated to join as vice chairman of the new entity's board, discussed the current evolution of the cryptocurrency market during a Bloomberg interview. He highlighted growing institutional interest and regulatory developments making the cryptocurrency landscape more professional. Additionally, the document notes that Pubco plans to file a registration statement with the SEC that will cover the merger and includes crucial documents like a proxy statement/prospectus. It emphasizes the importance for M3-Brigade's shareholders to review these materials for critical insights into the merger and its implications. The proposed combination requires shareholder approval and the filing of necessary documents with the SEC for investor information.

Form Type: 425

Filing Date: 2025-07-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025062136

Filing Summary: On July 7, 2025, M3-Brigade Acquisition V Corp. entered into a Business Combination Agreement with ReserveOne, Inc. and its subsidiary ReserveOne Holdings, Inc., concerning a merger transaction aimed at listing ReserveOne on the Nasdaq. This strategic move is designed to facilitate the establishment of a regulated digital asset space, capitalizing on regulatory clarity that invites institutional investors into cryptocurrency markets. ReserveOne plans to create a diversified crypto treasury, focusing on notable cryptocurrencies like Bitcoin, Ethereum, and Solana, reflecting an institutional approach towards digital assets. The merger signifies a pivotal moment in the transition towards wider adoption of cryptocurrencies, backed by regulatory developments and market conditions that favor diversification of crypto assets.

Form Type: 425

Filing Date: 2025-07-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025062137

Filing Summary: On July 7, 2025, M3-Brigade Acquisition V Corp. entered into a Business Combination Agreement with ReserveOne, Inc. and its wholly-owned subsidiary, ReserveOne Holdings, Inc., along with two other entity subsidiaries, under a proposed business combination. M3-Brigade intends to file a registration statement on Form S-4 with the SEC that will include a proxy statement/prospectus concerning the business combination and will seek shareholder approval. Several communications were made by executives of both companies on their respective social media accounts on July 8, 2025 to keep investors informed about the proposed merger. The document emphasizes the importance of reviewing the proxy statement/prospectus once available, to understand the full scope and implications of the merger, including associated risks and benefits, along with how shareholders can access necessary information for voting purposes.

Form Type: 425

Filing Date: 2025-07-09

Corporate Action: Merger

Type: New

Accession Number: 000121390025062176

Filing Summary: On July 8, 2025, M3-Brigade Acquisition V Corp. disclosed details of a Business Combination Agreement with ReserveOne, Inc. and its subsidiary, ReserveOne Holdings, Inc. This agreement involves a proposed business combination between these entities. The filing indicates that Pubco (the parent company formed as a result of this merger) intends to submit a registration statement on Form S-4 to the SEC to include a proxy statement and prospectus. Shareholders of M3-Brigade will receive this documentation to vote on the merger. The parties involved urge shareholders to read these documents thoroughly as they will contain crucial information about the transaction. The document also contains warnings about forward-looking statements and discusses risks associated with completion of the merger, including those related to cryptocurrency operations and potential legal challenges. There is an emphasis on the uncertainties that could impact the proposed business combination's success, and it encourages stakeholders to follow the developments closely and review regulatory filings for further insights.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025047578

Filing Summary: On May 23, 2025, M3-Brigade Acquisition V Corp. entered into a Securities Purchase Agreement with M3-Brigade Sponsor V LLC (the Original Sponsor) and MI7 Sponsor, LLC (the New Sponsor), in which the Original Sponsor agreed to sell 7,187,500 Class B ordinary shares and 5,043,750 private placement warrants for a total purchase price of $6,467,500. The transaction was completed on May 27, 2025. The New Sponsor then purchased an additional 3,293,750 private placement warrants from Cantor Fitzgerald & Co. On the same day, a limited waiver was executed to facilitate the transfer of securities. Following the closing, the New Sponsor gained control over the Company. Additionally, there were significant changes in the board of directors and management, including appointments of new directors and changes in executive roles. Fredrick Arnold resigned, and Thomas L. Fairfield was appointed as a Class II director, along with Ted Murphy as a Class I director. CEO Matthew Perkal was reappointed as Chief Operating Officer, while Chinh Chu was appointed President and Reeve Collins was appointed as the new Chief Executive Officer. These changes reflect a major shift in the Company's ownership and management structure post-acquisition.