MBAV files 425 on ReserveOne merger; 80% BTC, $1B deployment

Rhea-AI Filing Summary

M3-Brigade Acquisition V Corp. (MBAV) filed a Rule 425 communication about its proposed business combination with ReserveOne and ReserveOne Holdings (Pubco), noting social media updates and leadership remarks at AIM Summit Dubai.

ReserveOne’s CEO described a “diversified digital asset treasury” strategy expected to allocate 80% to Bitcoin and 20% to an alternative portfolio, generate returns while assets are held on balance sheet, and allow up to 10% of AUM for private venture deals. The company plans to use registered custodians for assets. The board is expected to include Wilbur Ross and Chinh Chu.

M3‑Brigade’s CEO stated they “raised $1 billion to deploy into crypto,” positioning ReserveOne to offer professionally managed exposure to digital assets. The communication reiterates that the parties may be participants in proxy solicitation and includes extensive forward‑looking statements and risk disclosures regarding the proposed business combination.

Insights

SPAC and Capital Markets Analyst

Administrative update on SPAC merger; strategy framed, no final terms.

MBAV provided a Rule 425 update tied to its planned merger with ReserveOne. Management described a digital asset treasury approach with an expected 80% Bitcoin and 20% alternative allocation, plus up to 10% of AUM for private deals. The plan includes using registered custodians and generating returns while assets remain on balance sheet.

Leadership attribution matters: MBAV’s CEO stated they raised $1,000,000,000 to deploy into crypto, and ReserveOne highlighted expected directors Wilbur Ross and Chinh Chu. These points are forward‑looking and subject to the combination’s completion and market/regulatory conditions.

Key dependencies include completion of the business combination, potential shareholder redemptions, and regulatory filings (S‑4/proxy). Actual impact depends on execution and digital asset market volatility; details will be in subsequent SEC materials.

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 4, 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 4, 2025, ReserveOne made the below communications on its LinkedIn and X accounts.

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On November 4, 2025, Jaime Leverton, Chief Executive Officer of ReserveOne, made the below communications on her LinkedIn and X accounts.

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Jaime Leverton, Chief Executive Officer of ReserveOne, spoke at AIM Summit Dubai 2025. The excerpt of the transcript is provided below.

Jaime Leverton: We’re different for a lot of reasons. If I think back to when I first became a public company CEO in the space, it was when I took over Hut 8 back in 2020. And Hut 8 was actually the first public company to hold Bitcoin on balance sheet. And that was always a really core part of our strategy. We were one of the first mining companies to say we were long Bitcoin, and we were gonna hold our Bitcoin, and we were not gonna even sell production, which we did in a position we took in 2021. And at that time, what we offered to the market in 2021, 22, miners were the only way for a more traditional investor to get exposure to the space through an equity.

So the Bitcoin miners almost acted as a proxy for a Bitcoin investment for people that didn’t wanna worry about a wallet. They didn’t wanna dabble in online crypto. They just wanted exposure to the vehicle, and we acted as a proxy. So when I think about where we are now in 1.0, I actually think our company, ReserveOne, has started at 2.0. This is the next evolution of giving investors that equity exposure to the space, but in a more direct, more sophisticated manner. And when we set out to build ReserveOne, it was very much with that in mind, thinking about what does the new crypto-curious investor want as far as exposure to our industry in the form of an equity?

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So we created the only diversified digital asset treasury company, really inspired by what we were seeing change in the federal government. So 80% of our allocation is expected to be to Bitcoin, kind of mirroring the strategic Bitcoin reserve. 20% will be to an alternative portfolio, really inspired by what the Fed has signaled they intend to maintain in the digital asset stockpile. And then we are going to actively generate returns from the assets while we hold them on our balance sheet. And we also have embedded the ability for us to allocate up to 10% of our AUM into private deals, into venture opportunities.

So really providing access to investors in one equity that’s managed by vintage participants, not to age us, professionals that have been around public markets a long time. Our board of directors is expected to include Wilbur Ross, former Commerce Secretary, Chinh Chu, employee number five at Blackstone. So really the intersection of individuals with a long history in public markets, Wall Street, Washington, and really giving that new investor access to the entire upgrade of the financial system in an equity.

Reeve Collins, Chief Executive Officer of M3-Brigade, spoke at AIM Summit Dubai 2025. The excerpt of the transcript is provided below.

Reeve Collins: My name is Reeve Collins, really happy to be here. My goal and my vision is to create the companies that all these guys invest in, so I get to showcase the opposite side. So it’s building technology and businesses that make sense to ultimately deploy capital too. But with Stable, which is ideally the future of stable coins, WeFi, the future of on-chain banking, and ReserveOne, a digital asset treasury company that’s going to provide access to the rest of the world to get exposure into crypto and into the future of finance.

Reeve Collins: Well, ReserveOne in itself isn’t a custody solution per se. It’s a digital asset treasury. We raised $1 billion to deploy into crypto and to provide exposure to people, either the institutions that can’t hold crypto directly or the retail investor, exposure to professionally managed crypto, exposure to generating yield in a highly regulated and compliant manner so people feel safe that that yield is being generated compliantly, and then a nice diversification of these tokens.

We’re going to utilize registered custodians for a lot of our assets as well. How the custody space plays out is these custodians are going to also provide a lot of incremental services such as yield generation.

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.

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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.

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;

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● 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;

● 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 did MBAV (MBAV) disclose in this Rule 425 communication?

It highlighted social media communications and conference remarks about the proposed business combination with ReserveOne and outlined ReserveOne’s strategy and governance expectations.

What is ReserveOne’s planned asset allocation strategy?

ReserveOne expects to allocate 80% to Bitcoin and 20% to an alternative digital asset portfolio, with up to 10% of AUM available for private venture deals.

Did the filing mention fundraising amounts for ReserveOne?

MBAV’s CEO stated they raised $1 billion to deploy into crypto and provide professionally managed exposure to digital assets.

Who is expected to join ReserveOne’s board?

The board is expected to include Wilbur Ross and Chinh Chu, according to the remarks.

How does ReserveOne plan to safeguard assets?

The plan includes using registered custodians for assets and pursuing compliant yield generation.

What are the next steps for the MBAV–ReserveOne deal?

Participants may solicit proxies; a registration statement on Form S‑4 and a proxy statement/prospectus will be filed with detailed terms and risks.

Does the communication include forward-looking statements?

Yes, it includes extensive forward-looking statements regarding the business combination, strategy, market conditions, and related risks.