M3-Brigade and ReserveOne outline SPAC merger, PIPE and crypto focus

Rhea-AI Filing Summary

M3-Brigade Acquisition V Corp. and ReserveOne, Inc. provide an update on their planned business combination and related communications. The companies confirm they entered into a Business Combination Agreement involving M3-Brigade, ReserveOne, Pubco and two merger subsidiaries. ReserveOne recently promoted the transaction through social media posts and an interview clip emphasizing investor preference for stronger regulation and transparency in digital assets.

ReserveOne’s CEO, Jaime Leverton, stated the company has confidentially filed a Form S-4 for the deal and indicated the transaction will likely close in Q1 2026. She noted that a PIPE financing was raised in July, with funding contingent on the transaction’s closing, and referenced ReserveOne’s strategy of deploying digital assets once the deal is completed. The communication also identifies the parties that may participate in proxy solicitations and includes extensive cautionary language about forward-looking statements and risk factors tied to the proposed business combination and the cryptocurrency market.

Insights

SPAC and capital markets analyst

SPAC merger process advances with S-4 filed and PIPE contingent on closing.

The update shows the proposed business combination between M3-Brigade Acquisition V Corp. and ReserveOne is progressing procedurally. The CEO notes that a Form S-4 has been confidentially filed and that closing will likely occur in Q1 2026, signaling that regulatory review and documentation are underway but not yet complete.

The mention of a PIPE raised in July 2025, with funding only upon transaction closing, underlines that new capital is expected but remains conditional. This structure is typical for SPAC deals and means actual cash proceeds depend on both closing and any redemptions by public shareholders. The focus on deploying digital assets after closing ties the business model directly to cryptocurrency price and volatility, which the forward-looking statement section highlights as a key risk among broader macro, regulatory and competitive uncertainties.

Filed by M3-Brigade Acquisition V Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: M3-Brigade Acquisition V Corp.

Commission File No. 001-42171

Subject Company: ReserveOne, Inc.

Subject Company: ReserveOne Holdings, Inc.

Date: November 19, 2025

As previously disclosed, on July 7, 2025, M3-Brigade Acquisition V Corp. (“M3-Brigade”), ReserveOne, Inc. a Delaware corporation (“ReserveOne” or the “Company”), ReserveOne Holdings, Inc., wholly-owned subsidiary of ReserveOne (“Pubco”), R1 SPAC Merger Sub, Inc., a wholly-owned subsidiary of Pubco and R1 Company Merger Sub, Inc., a wholly-owned subsidiary of Pubco, entered into a Business Combination Agreement (the “Business Combination Agreement”).

On November 18, 2025, ReserveOne made the below communications on its Instagram, LinkedIn and X accounts.

 

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On November 18, 2025, ReserveOne posted a video on its Instagram account. The excerpt of the transcript is below.

Host: How important is it for you that companies like ReserveOne follow public market standards versus crypto native form?

Interviewee: I think it will be important because I don’t want to see any hidden surprises. I would prefer to have more regulations. But I understand that a lot of people, they love crypto because it’s kind of like in its own world. And they want it to be as free as possible. So, I’m not sure about the crowd, but I probably would want more regulation about it to be just kind of safe.

Jaime Leverton, Chief Executive Officer of ReserveOne, was interviewed at Bloomberg TV. The excerpt of the transcript is below.

Host: Before we let you go, give us an overview of where things are with ReserveOne. Now that the government is open again and companies can move forward, what is the plan?

Jaime: We are in process. We announced a couple of weeks ago that we confidentially filed our S-4. At this point it will likely be in Q1 of 2026. As we have discussed publicly, we raised our PIPE back in July. Funding does not occur until the transaction closes. We deploy digital assets. It’ll be interesting to see where we are at the point of deploying, but obviously very excited to get the deal closed and get the team continuing to work and build.

Participants in the Solicitation

Each of M3-Brigade, ReserveOne, Pubco and their respective directors, executive officers and certain other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from M3-Brigade’s shareholders in connection with the Proposed Business Combination. Information regarding the persons who may be considered participants in the solicitation of proxies in connection with the Proposed Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. Information regarding the directors and executive officers of M3-Brigade is set forth in (i) Part III, Item 10. Directors, Executive Officers and Corporate Governance of M3-Brigade’s Annual Report on Form 10-K and (ii) M3-Brigade’s Current Reports on Form 8-K filed with the SEC on May 27, 2025 and June 18, 2025. Information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.

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Examples of forward-looking statements include, but are not limited to, statements with respect to the Proposed Business Combination. Such statements include expectations, hopes, beliefs, intentions, plans, prospects, financial results of strategies regarding the Company, Pubco, the Proposed Business Combination and statements regarding the anticipated benefits and timing of the completion of the Proposed Business Combination, the price and volatility of cryptocurrencies, the growing prominence of cryptocurrencies, the macro and political conditions surrounding cryptocurrencies, plans and use of proceeds, objectives of management for future operations of the Company and Pubco, expected operating costs of Pubco, the Company and its subsidiaries, the upside potential and opportunity for investors, the Company’s plan for value creation and strategic advantages, market site and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the Proposed Business Combination, the satisfaction of closing conditions to the Proposed Business Combination and the level of redemptions of M3-Brigade’s public shareholders, and the Company’s and Pubco’s expectations, intentions, strategies, assumptions or beliefs about future events, results at operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to:

● the risk related to ReserveOne’s lack of operating history as an early stage company, and the information included on this report discusses a business plan that ReserveOne expects to implement upon consummation of the Proposed Business Combination;

● risks related to ReserveOne’s anticipated business strategy;

● the risk that the Proposed Business Combination may not be completed in a timely manner or at all;

● the failure by the Parties to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of M3-Brigade’s shareholders;

● the failure to realize the anticipated benefits of the Proposed Business Combination;

● the limitations on our investments in certain tokens and allocations to yield generation and venture activities under securities laws;

● the outcome of any potential legal proceedings that may be instituted against Pubco, ReserveOne, M3-Brigade or others following announcement of the Proposed Business Combination;

● the level of redemptions of M3-Brigade’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of M3-Brigade or the shares of Class A common stock of Pubco;

● the failure of Pubco to obtain or maintain the listing of its securities on any stock exchange on which the Class A common stock of Pubco will be listed after closing of the Proposed Business Combination;

● costs related to the Proposed Business Combination and as a result of Pubco becoming a public company;

● changes in business, market, financial, political and regulatory conditions;

● risks relating to ReserveOne’s anticipated operations and business, including the highly volatile nature of the price of cryptocurrencies; risks related to increased competition in the industries in which ReserveOne will operate;

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● risks relating to significant legal, commercial, regulatory and technical uncertainty regarding cryptocurrencies; risks related to the treatment of cryptocurrency and other digital assets for U.S. and federal, state, local and non-U.S. tax purposes;

● risks that after consummation of the Proposed Business Combination, ReserveOne experiences difficulties managing its growth and expanding operations;

● challenges in implementing the business plan, due to lack of an operating history, operational challenges, significant competition and regulation;

● being considered to be a “shell company” by any stock exchange or by the SEC; and

● those risk factors discussed in documents of M3-Brigade or Pubco filed, or to be filed, with the SEC.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section in the final prospectus of M3-Brigade dated as of July 31, 2024 and filed by M3-Brigade with the SEC on August 2, 2024, M3-Brigade’s Quarterly Reports on Form 10-Q, M3-Brigade’s Annual Report on Form 10-K and the registration statement on Form S-4 and proxy statement/prospectus that will be filed by Pubco and M3-Brigade, and other documents filed or to be filed by M3-Brigade and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither ReserveOne, Pubco or M3-Brigade presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the Parties or any of their representatives assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the Parties or any of their representatives gives any assurance that any of ReserveOne, Pubco or M3-Brigade will achieve its expectations. The inclusion of any statement in this Report does not constitute an admission by ReserveOne, Pubco, M3 Brigade or any other person that the events or circumstances described in such statement are material.

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FAQ

What is the relationship between MBAV (M3-Brigade) and ReserveOne in this filing?

M3-Brigade Acquisition V Corp. and ReserveOne, Inc. have entered into a Business Combination Agreement along with ReserveOne Holdings, Inc. (Pubco) and two merger subsidiaries. The structure is intended to combine ReserveOne with the SPAC-sponsored Pubco, creating a publicly traded company after completion of the proposed business combination.

What timing did ReserveOne provide for the MBAV–ReserveOne business combination?

ReserveOne’s CEO stated that the company has confidentially filed a Form S-4 and indicated that the business combination will likely occur in Q1 2026. This reflects management’s current expectation but is framed within standard forward-looking statement cautions.

What did ReserveOne say about PIPE financing related to the MBAV deal?

ReserveOne explained that it raised a PIPE in July 2025, but that funding does not occur until the transaction closes. This means the additional capital becomes available only if the proposed business combination with M3-Brigade is successfully completed.

How does ReserveOne plan to use capital after the business combination closes?

The CEO said ReserveOne plans to deploy digital assets once the transaction is closed. The comments highlighted interest in seeing where the digital asset market stands at that time, underscoring the business’s exposure to cryptocurrency prices and volatility.

Who may be considered participants in the proxy solicitation for the MBAV–ReserveOne merger?

The communication notes that M3-Brigade, ReserveOne, Pubco and their respective directors, executive officers, and certain employees may be deemed participants in the proxy solicitation under SEC rules. Detailed information on their interests will be included in the proxy statement/prospectus and related materials filed with the SEC.

What risks and forward-looking statements are highlighted for MBAV and ReserveOne?

The text contains extensive forward-looking statement disclosures covering the anticipated benefits and timing of the proposed business combination, cryptocurrency price and volatility, regulatory and macro conditions, competitive dynamics, operating costs, and potential financial impacts. It directs readers to risk factor sections in M3-Brigade’s existing SEC filings and the future S-4 and proxy statement/prospectus for a fuller description of these risks.