M3-Brigade Acquisition V Corp.

Current report

Recent Developments

Current report

Business Combination Agreement

Current report

On July 7, 2025, the Company, ReserveOne, Inc., a Delaware corporation (“ReserveOne”), ReserveOne Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ReserveOne (“Pubco”), R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with the SPAC Merger Sub, the “Merger Subs”), entered into a business combination agreement (the “Business Combination Agreement”).

Current report

As a result of the transactions contemplated by the Business Combination Agreement, the Company will be de-registered in the Cayman Islands and register by way of continuation to the State of Delaware and domesticate as a Delaware corporation (the “Domestication”).

Current report

As a result of the Domestication, (i) each Class A ordinary share of the Company issued and outstanding immediately prior to the Domestication will convert into one share of Class A-1 common stock of the Company, par value $0.0001 per share (the “Company Class A-1 Common Shares”); (ii) each Class B ordinary share of the Company will convert into one share of Class A-2 common stock of the Company, par value $0.0001 per share (the “Company Class A-2 Common Shares”); and (iii) each Company warrant to purchase a Class A ordinary shares of the Company, issued and outstanding immediately prior to the Domestication will convert into a warrant to purchase one Company Class A-1 Common Share at an exercise price of $11.50 (the “Company Warrants”).

Current report

Following the Domestication, (i) SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, and as a result of which the Company will be a wholly-owned subsidiary of Pubco. In connection with the consummation of the SPAC Merger, (a) each issued and outstanding Company Class A-1 Common Share will be automatically canceled and extinguished and converted into and thereafter represent the right to receive one share of Pubco Class A common stock, par value $0.0001 per share, following which, all Company Class A-1 Common Shares will cease to be outstanding and will automatically be canceled and will cease to exist, (b) each issued and outstanding Company Class A-2 Common Share will be automatically canceled and extinguished and converted into and thereafter represent the right to receive one share of Pubco Class B common stock, par value $0.0001 per share, following which, all Company Class A-2 Common Shares will cease to be outstanding and will automatically be canceled and will cease to exist, and (c) each issued and outstanding Company Warrant will be automatically converted into a Pubco Warrant. Following the Closing, each share of Pubco Class B common stock will be entitled to ten votes per share while each share of Pubco Class A common stock will be entitled to one vote per share, in each case, on each matter submitted for a vote of Pubco’s shareholders.

Current report

Promptly following the SPAC Merger, Company Merger Sub will merge with and into ReserveOne, with ReserveOne continuing as the surviving company, and as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco. In connection with the consummation of the Company Merger, (i) each issued and outstanding ReserveOne Common Share will be automatically cancelled and extinguished and converted into the right to receive a number of shares of Pubco Class A common stock, following which, all ReserveOne Common Shares will cease to be outstanding and will automatically be canceled and will cease to exist and (ii) each ReserveOne Warrant, if any, will be automatically converted into one Pubco Warrant.

Current report

As a result of the Mergers, SPAC Surviving Subsidiary and Company Surviving Subsidiary will become wholly owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable laws.

Current report

The shares of Pubco Class A common stock will be listed for trading and will be freely transferable, subject to the transfer restrictions set forth in the Sponsor Support Agreement and the Lock-Up Agreement and any restrictions pursuant to applicable laws. The shares of Pubco Class B common stock will not be listed or freely transferable.

Current report

The Closing is expected to occur in the fourth quarter of 2025, subject to the satisfaction of certain customary closing conditions set forth below.

Current report

Sponsor Earnout Shares

Current report

The Sponsor has agreed that, effective upon the Closing, a portion of the shares of Class B common stock received by the Sponsor in the Mergers will be subject to forfeiture, unless applicable vesting conditions are satisfied prior to the five-year anniversary of the Closing.

Current report

Representations and Warranties

Current report

The Business Combination Agreement contains customary representations and warranties of the parties, which will not survive the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to the Company or ReserveOne, any event, occurrence, change or effect that individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (i) the business, results of operations, or financial condition of the Company or ReserveOne, as the case may be, and its subsidiaries, taken as a whole, or (ii) the ability of the Company or ReserveOne, as the case may be, or any of its subsidiaries to consummate the Transactions, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement.

Current report

Covenants

Current report

The Business Combination Agreement also contains pre-closing covenants of the parties, including, among other things, obligations of the parties to operate their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of certain other parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement. The covenants do not survive the Closing (other than those that are to be performed after the Closing).

Current report

The Business Combination Agreement also contains obligations of certain of the parties to use their reasonable best efforts to consummate the Transactions contemplated by the Business Combination Agreement. This includes, among other things, certain obligations of the Company and Pubco with regards to carrying out the PIPE Investments (as defined below) in connection with the Closing. The Company and Pubco are each obligated to use reasonable best efforts to consummate the transactions contemplated by the Convertible Notes Subscription Agreements and the Equity PIPE Subscription Agreements (each as defined below), respectively.

Current report

The Company and Pubco agreed, as promptly as practicable after the execution of the Business Combination Agreement, to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance of the shares of Pubco Class A common stock to the Company’s shareholders, and containing a proxy statement/prospectus for the purpose of soliciting proxies from the Company’s shareholders to approve (the “SPAC Shareholder Approval”), at an extraordinary general meeting of the Company’s shareholders (the “SPAC Shareholder Meeting”), the Business Combination Agreement, the Transactions and related matters and providing the Company’s shareholders an opportunity, in accordance with its organizational documents and initial public offering prospectus, to have their Company Class A Ordinary Shares redeemed.

Current report

Conditions to the Parties’ Obligations to Consummate the Merger

Current report

Under the Business Combination Agreement, the obligations of the parties to consummate (or cause to be consummated) the Transactions are subject to a number of customary conditions for special purpose acquisition companies, including, among others, the following: (i) the approval by the Company’s shareholders of the Business Combination Agreement and the Transactions, including the Merger; (ii) the consummation of the Transactions not being prohibited by applicable laws; (iii) effectiveness of the Registration Statement; (iv) the shares of Pubco Class A common stock having been approved for listing on Nasdaq; and (v) the sum of (A) the aggregate cash proceeds actually received from the Trust Account (after giving effect to any redemptions by the Company’s shareholders), and (B) the Equity PIPE Gross Proceeds actually received by the Company, being not less than $500 million, net of all Unpaid Expenses.

Current report

The obligations of the Company to consummate (or cause to be consummated) the Transactions are also subject to, among other things (i) the representations and warranties of the ReserveOne, Pubco, SPAC Merger Sub and Company Merger Sub being true and correct, subject to the applicable materiality standards contained in the Business Combination Agreement, (ii) material compliance by the ReserveOne, Pubco, SPAC Merger Sub and Company Merger Sub with their respective pre-closing covenants, (iii) no occurrence of a Material Adverse Effect with respect to the ReserveOne or Pubco, and (iv) completion of the Domestication.

Current report

Termination Rights

Current report

The Business Combination Agreement contains certain termination rights, including, among others, the following: (i) upon the mutual written consent of the Company and ReserveOne, (ii) by the Company in connection with a breach of a representation, warranty, covenant or other agreement by ReserveOne, if the breach cannot be cured and would result in the failure of the related condition to Closing, (iii) by ReserveOne in connection with a breach of a representation, warranty, covenant or other agreement by the Company, if the breach cannot be cured and would result in the failure of the related condition to Closing, (iv) by either the Company or ReserveOne if the Transactions have not been consummated on or prior to March 31, 2026, (v) by either the Company or ReserveOne if any Governmental Entity issues an Order or takes any other action prohibiting the Transactions and such Order is final and nonappealable, or (vi) by either the Company or ReserveOne if the SPAC Shareholder Meeting is held and SPAC Shareholder Approval is not received.

Current report

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each as defined in the Business Combination Agreement).

Current report

Administrative Services Agreement

Current report

Prior to the consummation of the Transactions, an affiliate of the Sponsor (the “Sponsor Affiliate”) and Pubco intend to enter into an administrative services agreement in a form to be agreed to by such Sponsor Affiliate and Pubco, pursuant to which, among other things, such Sponsor Affiliate will provide certain back-office and administrative services to Pubco following consummation of the Transactions.

Current report

Lock-Up Agreement

Current report

Within two business days of the Registration Statement being declared effective, CC MI7 SPV, LLC, the parent company of the Sponsor (the “Sponsor Parent”) and MI7 Founders, LLC (the “MI7 Holder”) will enter into a Lock-Up Agreement (the “Lock-Up Agreement”) with Pubco, pursuant to which the Sponsor Parent and the MI7 Holder will agree that all shares of Pubco Class A common stock and Pubco private placement warrants received by the Sponsor Parent and the MI7 Holder in connection with the Transactions, but excluding any shares of Pubco Class A common stock, Pubco Warrants or shares of Pubco Class A common stock underlying such Pubco Warrants that are issued to the MI7 Holder in the Equity PIPE, will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. The shares of Pubco Class A common stock held by the Sponsor Parent and the MI7 Holder will be locked up until the earlier of (A) one year after the closing of the initial Business combination and (B) after the consummation of the initial Business Combination, (x) if the closing price of Pubco Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which Pubco consummates a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange their shares of Pubco common stock for cash, securities or other property. The Pubco Warrants (or any shares of Pubco Class A common stock underlying the Pubco Warrants) held by the Sponsor Parent and the MI7 Holder will be locked-up and subject to transfer restrictions until 30 days after the completion of a Business Combination.

Current report

Amended and Restated Registration Rights Agreement

Current report

Concurrently with the consummation of the transactions contemplated by the Business Combination Agreement, the Company, Pubco, the Sponsor, the Sponsor Parent and the MI7 Holder will enter into a registration rights agreement that will amend and restate the current registration rights agreement entered into at the time of the Company’s initial public offering between the Company and the Original Sponsor (the “Amended and Restated Registration Rights Agreement”), pursuant to which Pubco will (i) assume the registration obligations of the Company under such registration rights agreement and (ii) provide registration rights with respect to the resale of the Registrable Securities (as defined the Amended and Restated Registration Rights Agreement) held by the Sponsor, the Sponsor Parent and the MI7 Holder.

Current report

Sponsor Support Agreement

Current report

In connection with the execution of the Business Combination Agreement, on July 7, 2025, the Sponsor entered into the Sponsor Support Agreement with the Company, ReserveOne and Pubco, pursuant to which the Sponsor has agreed to, among other things, (i) vote all its shares of the Company, whether currently owned or acquired prior to the Closing, (a) in favor of the Business Combination Agreement and the Transaction Proposals, (b) against any Acquisition Proposal or Alterative Transaction, (c) against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Transaction Proposals); (d) against any change in the business of the Company, and (e) against any proposal, action or agreement involving the Company that would or would reasonably be expected to frustrate or impede the consummation of the Business Combination Agreement and the Transactions contemplated therein; (ii) fully comply with, and perform all of its assumed obligations, covenants and agreements set forth in the Letter Agreement, including not transferring (a) any of its Class B ordinary shares or Class A ordinary shares, shares of Pubco Class A common stock or shares of Pubco Class B common stock issued upon conversion of such Class B ordinary shares or Class A ordinary shares until the earlier of (x) one year after the consummation of the Business Combination Agreement and the Transactions, (y) following the consummation of the Business Combination Agreement, the date after which the closing price of the shares of Pubco Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Company’s Business Combination Agreement and the Transactions, or (z) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in all of the Pubco’s shareholders having the right to exchange their shares of Pubco Class A common stock for cash, securities or other property, or (b) any of its private placement warrants (including any shares underlying such warrants) until 30 days following the consummation of the Business Combination Agreement and the Transactions, subject, in each case, to certain customary exceptions.

Current report

Equity PIPE Subscription Agreement

Current report

Contemporaneously with the execution of the Business Combination Agreement, on July 7, 2025, certain investors (the “Equity PIPE Investors”) entered into subscription agreements (collectively, the “Equity PIPE Subscription Agreements”) with ReserveOne, Pubco, and solely with respect to Section 8(u) thereof, the Company, pursuant to which the Equity PIPE Investors agreed to purchase up to an aggregate of $500,000,000 of (a) either (i) ReserveOne Common Shares or (ii) in the event the issuance of ReserveOne Common Shares would, in the opinion of the Company, ReserveOne or Pubco on the advice of any of their respective legal counsel, adversely affect the treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986 (the “Code”), shares Pubco Class A common stock (the “Equity PIPE Shares”) and (b) either (i) ReserveOne Warrants or (ii) in the event the issuance of ReserveOne Warrants would, in the opinion of the Company, ReserveOne or Pubco and on the advice of their respective legal counsel, adversely affect the treatment of the Transactions under Section 351 of the Internal Revenue Code of 1986, Pubco Warrants (“PIPE Warrants” and, together with the Equity PIPE Shares, the “Equity PIPE Securities”) at an aggregate purchase price of $10.00, which $10.00 will entitle Equity PIPE Investors to one Equity PIPE Share and one PIPE Warrant, in a private placement (the “Equity PIPE”). The PIPE Warrants (and the shares underlying the PIPE Warrants, the “Warrant Shares”) will be issued pursuant to a Warrant Agreement by and among ReserveOne, Pubco and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). The Equity PIPE Investors are permitted, under the Equity PIPE Subscription Agreements, to satisfy their commitments thereunder if they hold Company Class A ordinary shares that qualify as Non-Redeemed Shares (as defined in the PIPE Subscription Agreement), subject to certain conditions and restrictions set forth in the Equity PIPE Subscription Agreements. The purchase price for the Equity PIPE Securities may be paid in either cash or Bitcoin, at the sole election of each of the Equity PIPE Investors.

Current report

The closing of the Equity PIPE is contingent upon the satisfaction of all closing conditions to consummate the Transactions and the Equity PIPE Investors’ consent to any amendments, modifications or waivers to the terms of the Business Combination Agreement that would reasonably be expected to materially and adversely affect the economic benefits of the Equity PIPE Investors, among other customary closing conditions.

Current report

Pursuant to the Equity PIPE Subscription Agreements, the Company and Pubco have agreed to use commercially reasonable efforts to cause the Equity PIPE Securities and Warrant Shares to be registered on the Registration Statement. To the extent that any Equity PIPE Securities and Warrant Shares are unable to be included on the Registration Statement, Pubco has agreed to register and maintain the registration of the Equity PIPE Securities and Warrant Shares by filing a resale registration statement with the SEC within 30 calendar days after the Closing (at Pubco’s sole cost and expense), to register the resale of the Equity PIPE Securities and Warrant Shares. Pubco has agreed to use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof, but no later than 60 calendar days after the Closing, which may be extended an additional 30 calendar days depending on whether the SEC issues comments on the resale registration statement.

Current report

Each Equity PIPE Subscription Agreement will terminate and be void and of no further force and effect, subject to certain exceptions, upon the earliest to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (ii) the mutual written agreement of the respective parties to terminate such agreement; or (iii) July 7, 2026.

Current report

Convertible Note Subscription Agreement

Current report

Contemporaneously with the execution of the Business Combination Agreement, on July 7, 2025, certain investors entered into subscription agreements (the “Convertible Notes Subscription Agreements” and such investors, the “Convertible Notes Investors”) with Pubco, and, solely with respect to Section 9(t) thereof, the Company, pursuant to which the Convertible Notes Investors have agreed to purchase up to $250,000,000 in aggregate principal amount of Pubco’s 1.00% Convertible Senior Notes (the “Initial Convertible Notes” and such subscriptions, including the purchase of any Option Convertible Notes (as defined below), the “Convertible Notes PIPE,” and together with the Equity PIPE, the “PIPE Investments”), upon the terms and subject to the conditions set forth therein. In addition, for a period of 30 days following the execution of the Convertible Notes Subscription Agreements, Pubco has granted the Convertible Notes Investors an option to purchase additional convertible notes in an aggregate principal amount of up to $50 million, on a pro rata basis based on such Convertible Notes Investor’s subscription for Initial Convertible Notes (the “Option Convertible Notes” and, together with the Initial Convertible Notes, the “Convertible Notes”).

Current report

The net proceeds of the Convertible Notes PIPE will be converted into Bitcoin.