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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 12, 2026
M3-BRIGADE ACQUISITION V CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42171 |
|
98-1781141 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1700 Broadway, 19th Floor
New York, New York |
|
10019 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 202-2200
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
MBAV |
|
The Nasdaq Stock Market LLC |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
MBAVU |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
MBAVW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
Since the announcement of the proposed merger between ReserveOne, Inc.,
a Delaware corporation (“ReserveOne”) and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated
with limited liability (the “Company”) in July 2025, market conditions impacting the digital asset sector have changed
significantly. Following careful consideration of current market dynamics and feedback from investors and other stakeholders, ReserveOne,
Inc., and the Company have mutually agreed to (a) terminate the Business Combination Agreement, dated as of July 7, 2025 (the “BCA”)
by and among (i) the Company, (ii) ReserveOne, (iii) ReserveOne Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of
ReserveOne (“Pubco”), (iv) R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco,
and (v) R1 Company Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco, pursuant to Section 7.1(a) of the
BCA (other than certain customary limited provisions that survive the termination pursuant to the terms of the BCA), and (b) engage in
the transactions described below in order to provide the Company with additional time to identify and complete a business combination,
as well as funding for working capital and payment of certain liabilities. As part of the process, the Company will solicit shareholder
approval in connection with a shareholder meeting to extend its business combination period for one additional year from August 2, 2026
to August 2, 2027.
Mutual Termination Agreement
On June 12, 2026, the Company and ReserveOne entered into a Mutual
Termination Agreement (the “Termination Agreement”) pursuant to which the parties agreed to mutually terminate the
BCA, pursuant to Section 7.1(a) of the BCA (other than certain customary limited provisions that survive the termination pursuant to the
terms of the BCA) effective June 12, 2026.
By virtue of the termination of the BCA, each of the Equity PIPE Subscription
Agreements, the Convertible Notes Subscription Agreements and the Sponsor Support Agreement (each as defined in the BCA and together,
the “Subscription Agreements”) terminated in accordance with their respective terms.
Securities Purchase Agreement
On June 12, 2026, the Company entered into Securities Purchase Agreements
(collectively, the “Securities Purchase Agreements”) with MI7 Sponsor, LLC, a Delaware limited liability company and
the sponsor of the Company (the “Sponsor”), ReserveOne, Pubco and certain investors (collectively, the “Investors”)
named therein. Pursuant to the Securities Purchase Agreements, upon the effectiveness of the Amendments (as defined below), among other
things, the Sponsor has agreed to sell, and the Investors have agreed to purchase an aggregate of 4,279,279 Class A ordinary shares,
par value $0.0001 per share, of the Company (the “Class A Shares,”) issuable upon the conversion of the Sponsor’s
Class B ordinary shares, par value $0.0001 (the “Class B Shares”), which pursuant to the Securities Purchase Agreements,
the Sponsor has agreed to convert to Class A Shares and which the parties have agreed to continue to treat as “Founder Shares”
as described in the Securities Purchase Agreements. The Investors will purchase these Class A Shares for a price per share equal to $3.33
(such purchased shares, the “Transferred Shares”) resulting in aggregate gross proceeds to the Sponsor of $14,250,000.
Each of the Investors has deposited an amount equal to the purchase price for the Transferred Shares it agreed to purchase into an escrow
account with funds to be released upon the closing of the transactions contemplated by the Securities Purchase Agreements (the “Transaction”).
Contemporaneously with the
execution of the Securities Purchase Agreements:
| ● | the
Company and ReserveOne entered into the Termination Agreement; |
| ● | the Company and the Investors entered into Joinder Agreements (the
“Transferred Shares Registration Rights Joinders”) to that certain Registration Rights Agreement, dated as of July
31, 2024, by and among the Company, the Sponsor and Cantor Fitzgerald & Co. (the “Registration Rights Agreement”),
pursuant to which, among other things, (i) the Transferred Shares will be “Registrable Securities” as such term is defined
in the Registration Rights Agreement; and (ii) upon the transfer of the Transferred Shares to the Investors, each Investor will join in,
and agree to become a party to and be bound by and subject to, certain provisions of the Registration Rights Agreement with respect to
the Transferred Shares; and |
| ● | the
Company, the Sponsor and the Investors entered into Joinder Agreements (the “Transferred
Shares Letter Agreement Joinders”) to that certain Letter Agreement, dated as of
July 31, 2024 (the “Letter Agreement”), pursuant to which, among other
things, upon the transfer of the Transferred Shares to the Investors, each Investor will
join in, and agree to become a party to and be bound by and subject to, the provisions set
forth in Sections 1, 2, 6, 7, 11, and 13 through 20 of the Letter Agreement applicable to
the Sponsor as such terms relate to the transfer of the Transferred Shares. |
The closings of the Transactions shall take place upon the effective
date of certain contemplated amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”)
(as discussed below), subject to certain closing conditions including, among others, that (i) the Termination Agreement continues to be
in full force and effect and has not been rescinded, withdrawn, or otherwise become ineffective, and (ii) the termination of the Subscription
Agreements continues to be in full force and effect and has not been rescinded, withdrawn, or otherwise become ineffective.
The Securities Purchase Agreements
contain mutual releases by the Company, the Sponsor, ReserveOne and Pubco, on the one hand, and the Investors, on the other hand, for
all claims known and unknown, arising out of or in connection with (i) the Subscription Agreements, (ii) the BCA, and (iii) the termination
of any of the foregoing. If the transactions contemplated by the Securities Purchase Agreements have not closed on or before August 2,
2026, the Investors may terminate their respective Securities Purchase Agreements and receive a return of their funds held in escrow,
in accordance with the terms of the Securities Purchase Agreements.
Contemporaneously with the
execution and delivery of the Securities Purchase Agreements, ReserveOne, Pubco and the Company withdrew the Registration Statement on
Form S-4 (Registration No. 333-279951) declared effective by the Securities and Exchange Commission (the “SEC”) on
May 13, 2026.
A portion of the net proceeds from the sale of the Transferred Shares
is expected to be used by the Sponsor to make one or more loans to the Company up to an aggregate of $4,000,000 for purposes of paying
“Covered Expenses” (as defined in the Securities Purchase Agreement), which consist of accrued expenses of the Company
that are due and payable by the Company as of the closing of the Transaction.
Shareholder Meeting
The Company intends, as promptly as practicable after the execution
of the Securities Purchase Agreements, to prepare and file with the SEC a proxy statement for the purpose of soliciting proxies from the
Company’s shareholders to approve, at an extraordinary general meeting of the Company’s shareholders (the “Shareholder
Meeting”), amendments to its Articles, to, among other things: (i) extend the date by which the Company must consummate an initial
business combination by 12 months (from August 2, 2026 to August 2, 2027); (ii) permit the Company, following the effective date of the
amendments after all redemptions pursuant to the exercise of redemption rights arising in connection with the amendments have been settled,
to withdraw up to an aggregate amount of interest earned on the funds held in the Company’s trust account in an amount equal to
$0.10 for each Class A Share issued in the Company’s initial public offering that is not redeemed and remains outstanding immediately
following the effective date of the amendments, of which (a) $1,000,000 will be used to fund working capital and pay certain ordinary
course expenses of the Company and (b) any amounts in excess of such $1,000,000 will be used to pay Covered Expenses; (iii) change the
Company’s legal name to Velos Acquisition I Corp.; (iv) remove Article 49.12 (the fairness opinion requirement) from the Articles
in its entirety; and (v) such other modifications to the Articles as may be necessary to give effect to amendments (i) – (iv) (such
amendments to the Articles, the “Amendments” and such proposals to be presented at the Shareholder Meeting, the “Amendment
Proposals”).
Voting and Non-Redemption Agreements
On June 12, 2026, the Company, the Sponsor, ReserveOne and Pubco entered
into Voting Support and Non-Redemption Agreements (the “Voting and Non-Redemption Agreements”) with certain investors
(such investors entering the Voting and Non-Redemption Agreements, collectively, the “Voting and Non-Redemption Shareholders”)
pursuant to which the Voting and Non-Redemption Shareholders have agreed not to redeem up to an aggregate of approximately 16,000,000
Class A Shares in connection with the Amendments. Pursuant to the Voting and Non-Redemption Agreements, the Voting and Non-Redemption
Shareholders have agreed to vote in favor of the Amendment Proposals at the Shareholder Meeting. The Voting and Non-Redemption Agreements
provide that the Sponsor will transfer up to an aggregate of 8 million private placement warrants (the “Private Placement Warrants”)
held by the Sponsor to the Voting and Non-Redemption Shareholders in consideration for the Voting and Non-Redemption Shareholders’
agreement to hold and not redeem their Class A Shares in connection with the Amendments.
Contemporaneously with the
execution of the Voting and Non-Redemption Agreements:
| ● | the
Company and ReserveOne entered into the Termination Agreement; |
| ● | the Company and the Voting and Non-Redemption Shareholders entered
into Joinder Agreements (the “Private Placement Registration Rights Joinders”) to the Registration Rights Agreement,
pursuant to which, among other things, (i) the transferred Private Placement Warrants will be “Registrable Securities” as
such term is defined in the Registration Rights Agreement; and (ii) upon the transfer of the Private Placement Warrants to the Voting
and Non-Redemption Shareholders, each Voting and Non-Redemption Shareholder will join in, and agree to become a party to and be bound
by and subject to, the provisions of the Registration Rights Agreement; and |
| ● | the Company, the Sponsor and the Voting and Non-Redemption Shareholders
entered into Joinder Agreements (the “Private Placement Letter Agreement Joinders”) to the Letter Agreement, pursuant
to which, among other things, upon the transfer of the Private Placement Warrants to the Voting and Non-Redemption Shareholders, each
Voting and Non-Redemption Shareholder will join in, and agree to become a party to and be bound by and subject to, the provisions set
forth in Section 7 of the Letter Agreement applicable to the Sponsor as such terms relate to the transfer of the Private Placement Warrants. |
The Voting and Non-Redemption Agreements provide that as soon as practicable
following the closing of the transactions contemplated by the Voting and Non-Redemption Agreements, the Company will prepare and file
with the SEC a Registration Statement on Form S-1 (the “Form S-1”) covering the resale of all Class A Shares purchased
by the Voting and Non-Redemption Shareholders from Cantor Fitzgerald & Co., if any, for an offering to be made on a continuous basis
pursuant to Rule 415 promulgated by the SEC pursuant to the Securities Act of 1933, as amended. The Company will use its commercially
reasonable efforts to cause the Form S-1 to be declared effective by the SEC as promptly as possible after the filing thereof.
The Voting and Non-Redemption Agreements contain mutual releases by
the Company, the Sponsor, ReserveOne and Pubco, on the one hand, and the Voting and Non-Redemption Shareholders, on the other hand, for
all claims known and unknown, arising out of or in connection with the Equity PIPE Subscription Agreements and/or the Convertible Notes
Subscription Agreements.
Voting Agreements
On June 12, 2026, the Company, the Sponsor, ReserveOne and Pubco entered
into Voting Support Agreements (the “Voting Agreements”) with certain unaffiliated third parties (collectively,
the “Voting Shareholders”) pursuant to which the Voting Shareholders agreed to vote in favor of the Amendment Proposals.
The Termination Agreement and forms of the Securities Purchase Agreement,
the Transferred Shares Registration Rights Joinder, the Transferred Shares Letter Agreement Joinder, the Voting and Non-Redemption Agreement,
the Private Placement Registration Rights Joinder, the Private Placement Letter Agreement Joinder and Voting Agreement are filed as Exhibits
10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 respectively, to this Current Report on Form 8-K, and the foregoing descriptions are
qualified in their entirety by reference to the full text thereof, the terms of which are incorporated by reference herein.
Item 1.02. Termination of a
Material Definitive Agreement.
The information contained
in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the BCA, the Subscription Agreements and the Sponsor
Support Agreement is incorporated by reference herein and made a part hereof.
Item 8.01. Other Events
The information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein and made a part hereof.
As previously announced in a definitive proxy statement filed with
the SEC on May 13, 2026, the Company scheduled an extraordinary meeting of shareholders on June 15, 2026 for purposes of considering the
BCA and related matters (the “BCA Meeting”). In addition, the Company announced in definitive additional materials
on Schedule 14A filed with the SEC on June 10, 2026, a postponement of the BCA Meeting to Thursday June 18, 2026.
In connection with the
termination of the BCA pursuant to the Termination Agreement as described above, the Company’s board of directors (the
“Board”) has approved the cancellation of the BCA Meeting and will not be soliciting shareholder approval of the
proposals set forth in the Company’s previously filed definitive proxy statement.
Following the termination of the BCA pursuant to the Termination Agreement
and the Company’s contemporaneous entry into the Securities Purchase Agreements, the Transferred Shares Registration Rights Joinders,
the Transferred Shares Letter Agreement Joinders, the Voting and Non-Redemption Agreements, the Private Placement Registration Rights
Joinders, the Private Placement Letter Agreement Joinders and Voting Agreements, the Company intends to conduct the Shareholder Meeting
described above to seek shareholder approval of the Amendments.
On June 12, 2026, the Company issued a press release announcing the
cancellation of the BCA Meeting and related matters. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Mutual Termination Agreement, dated as of June 12, 2026, by and between the Company and ReserveOne. |
| 10.2 |
|
Form of Securities Purchase Agreement, dated of June 12, 2026, by and among the Company, ReserveOne, the Sponsor, Pubco and the Investors. |
| 10.3 |
|
Form of Joinder Agreement to the Registration Rights Agreement (Transferred Shares), dated as of June 12, 2026, by and between the Company and the Investors. |
| 10.4 |
|
Form of Joinder Agreement to the Letter Agreement (Transferred Shares), dated as of June 12, 2026, by and between the Company and the Investors. |
| 10.5 |
|
Form of Voting Support and Non-Redemption Agreements, dated as of June 12, 2026, by and among, the Company, the Sponsor, ReserveOne, Pubco and the Voting and Non-Redemption Shareholders. |
| 10.6 |
|
Form of Joinder Agreement to the
Registration Rights Agreement (Private Placement Warrants), dated as of June 12, 2026, by and between the Company and the Voting and
Non-Redemption Shareholders. |
| 10.7 |
|
Form of Joinder Agreement to the
Letter Agreement (Private Placement Warrants), dated as of June 12, 2026, by and between the Company and the Voting and
Non-Redemption Shareholders. |
| 10.8 |
|
Form of Voting Support Agreement, dated as of June 12, 2026, by and among the Company, the Sponsor, ReserveOne, Pubco and the Voting Shareholders. |
| 99.1 |
|
Press Release dated June 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
M3-Brigade Acquisition V Corp. |
| |
|
|
| Date: June 12, 2026 |
By: |
/s/ Robert Rivas Collins |
| |
|
Name: |
Robert Rivas Collins |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
M3-Brigade Acquisition V Corp. Announces Cancellation
of Extraordinary General Meeting of Shareholders to Approve Business Combination
NEW YORK, June 12, 2026 /PR Newswire/ – M3-Brigade Acquisition
V Corp. (Nasdaq: MBAV) (the “Company”), a special purpose acquisition company, today announced that it has cancelled
its extraordinary general meeting of shareholders (the “Meeting”) to consider and vote on the previously announced
proposed business combination (the “Business Combination”) between the Company and ReserveOne, Inc., a Delaware corporation
(“ReserveOne”).
The Meeting, which was originally scheduled to be held on June 15,
2026, at 11:00 a.m. Eastern Time, and which was later postponed to June 18, 2026 at 12:00 p.m. Eastern Time, has been cancelled by the
Company’s board of directors and will not occur. The Company has cancelled the meeting due to its entry into a Mutual Termination
Agreement (the “Termination Agreement”) between the Company and ReserveOne, Inc., (“ReserveOne”)
pursuant to which the parties agreed to mutually terminate the Business Combination Agreement, dated as of July 7, 2025 (the “BCA”)
by and among (i) the Company, (ii) ReserveOne, (iii) ReserveOne Holdings, Inc., a wholly owned subsidiary of ReserveOne (“Pubco”),
(iv) R1 SPAC Merger Sub, Inc., a wholly owned subsidiary of Pubco, and (v) R1 Company Merger Sub, Inc., a wholly owned subsidiary of Pubco,
pursuant to Section 7.1(a) of the BCA (other than certain customary limited provisions that survive the termination pursuant to the terms
of the BCA), effective June 12, 2026.
Since the announcement of the proposed merger
between ReserveOne and the Company in July 2025, market conditions impacting the digital asset sector have changed significantly. Following
careful consideration of current market dynamics and feedback from investors and other stakeholders, ReserveOne, Inc. and the Company
have mutually agreed to terminate the BCA.
In connection with the termination of the Business Combination and
the BCA, the Company is entering into various agreements described below in order provide the Company with additional time to identify
and complete a business combination as well as funding for working capital and payment of certain liabilities.
Mutual Termination Agreement
On June 12, 2026, the Company and ReserveOne entered into the Termination
Agreement, pursuant to which the parties agreed to mutually terminate the BCA, pursuant to Section 7.1(a) of the BCA (other than certain
customary limited provisions that survive the termination pursuant to the terms of the BCA) effective June 12, 2026. By virtue of the
termination of the BCA, each of the Equity PIPE Subscription Agreements, the Convertible Notes Subscription Agreements and the Sponsor
Support Agreement (each as defined in the BCA) (the Equity PIPE Subscription Agreements and the Convertible Notes Subscription Agreements,
together the “Subscription Agreements”) terminated in accordance with their respective terms.
Securities Purchase Agreement
On June 12, 2026, the Company entered into Securities Purchase Agreements
(collectively, the “Securities Purchase Agreements”) with MI7 Sponsor, LLC, a Delaware limited liability company and
the sponsor of the Company (the “Sponsor”), ReserveOne, Pubco and certain investors (collectively, the “Investors”)
named therein. Pursuant to the Securities Purchase Agreements, upon the effectiveness of the Amendments (as defined below), among other
things, the Sponsor has agreed to sell, and the Investors have agreed to purchase up to an aggregate of 4,279,279 Class A ordinary
shares, par value $0.0001 per share, of the Company (the “Class A Shares,”) issuable upon the conversion of the
Sponsor’s Class B ordinary shares, par value $0.0001 (the “Class B Shares”), which pursuant to the Securities
Purchase Agreements, the Sponsor has agreed to convert to Class A Shares and which the parties have agreed to continue to treat as “Founder
Shares” as described in the Securities Purchase Agreements. The Investors will purchase these Class A Shares for a price per share
equal to $3.33 (such purchased shares, the “Transferred Shares”) resulting in aggregate gross proceeds to the Sponsor
of $14,250,000. Each of the Investors has deposited an amount equal to the purchase price for the Transferred Shares it agreed to purchase
into an escrow account with funds to be released upon the closing of the transactions contemplated by the Securities Purchase Agreements
(the “Transaction”).
Contemporaneously with the
execution of the Securities Purchase Agreements:
| ● | the
Company and ReserveOne entered into the Termination Agreement; |
| ● | the Company and the Investors entered into Joinder Agreements (the
“Transferred Shares Registration Rights Joinders”) to that certain Registration Rights Agreement, dated as of July
31, 2024, by and among the Company, the Sponsor and Cantor Fitzgerald & Co. (the “Registration Rights Agreement”),
pursuant to which, among other things, (i) the Transferred Shares will be “Registrable Securities” as such term is defined
in the Registration Rights Agreement; and (ii) upon the transfer of the Transferred Shares to the Investors, each Investor will join in,
and agree to become a party to and be bound by and subject to, certain provisions of the Registration Rights Agreement with respect to
the Transferred Shares; and |
| ● | the
Company, the Sponsor and the Investors entered into Joinder Agreements (the “Transferred Shares Letter Agreement Joinders”)
to that certain Letter Agreement, dated as of July 31, 2024 (the “Letter Agreement”), pursuant to which, among other
things, upon the transfer of the Transferred Shares to the Investors, each Investor will join in, and agree to become a party to and
be bound by and subject to, the provisions set forth in Sections 1, 2, 6, 7, 11, and 13 through 20 of the Letter Agreement applicable
to the Sponsor as such terms relate to the transfer of the Transferred Shares. |
The closing of the Transaction shall take place upon the effective
date of certain contemplated amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”)
(as discussed below), subject to the closing conditions, that (i) the Termination Agreement continues to be in full force and effect and
has not been rescinded, withdrawn, or otherwise become ineffective, and (ii) the termination of the Subscription Agreements continues
to be in full force and effect and has not been rescinded, withdrawn, or otherwise become ineffective.
The Securities Purchase Agreements contain mutual
releases by the Company, the Sponsor, ReserveOne and Pubco, on the one hand, and the Investors, on the other hand, for all claims known
and unknown, arising out of or in connection with (i) the Subscription Agreements, (ii) the BCA, and (iii) the termination of any of the
foregoing. If the transactions contemplated by the Securities Purchase Agreements have not closed on or before August 2, 2026, the Investors
may terminate their respective Securities Purchase Agreements and receive a return of their funds held in escrow, in accordance with the
terms of the Securities Purchase Agreements.
Contemporaneously with the execution and delivery of the Securities
Purchase Agreements, ReserveOne, Pubco and the Company requested the Securities and Exchange Commission’s (the “SEC”)
consent to withdraw the Registration Statement on Form S-4 (Registration No. 333-279951) declared effective by the SEC on May 13, 2026.
A portion of the net proceeds from the sale of the Transferred Shares
is expected to be used by the Sponsor to make one or more loans to the Company up to an aggregate of $4,000,000 for purposes of paying
“Covered Expenses” (as defined in the Securities Purchase Agreements), which consist of accrued expenses of the Company
that are due and payable by the Company as of the closing of the Transaction.
Shareholder Meeting
The Company intends, as promptly as practicable after the execution
of the Securities Purchase Agreements, to prepare and file with the SEC a proxy statement for the purpose of soliciting proxies from the
Company’s shareholders to approve, at an extraordinary general meeting of the Company’s shareholders (the “Shareholder
Meeting”), amendments to its Articles, to, among other things: (i) extend the date by which the Company must consummate an initial
business combination by 12 months (from August 2, 2026 to August 2, 2027); (ii) permit the Company, following the effective date of the
amendments after all redemptions pursuant to the exercise of redemption rights arising in connection with the amendments have been settled,
to withdraw up to an aggregate amount of interest earned on the funds held in the Company’s trust account in an amount equal to
$0.10 for each Class A Share issued in the Company’s initial public offering that is not redeemed and remains outstanding immediately
following the effective date of the amendments, of which (a) $1,000,000 will be used to fund working capital and pay certain ordinary
course expenses of the Company and (b) any amounts in excess of such $1,000,000 will be used to pay Covered Expenses; (iii) change the
Company’s legal name to Velos Acquisition I Corp.; (iv) remove Article 49.12 (the fairness opinion requirement) from the Articles
in its entirety; and (v) such other modifications to the Articles as may be necessary to give effect to amendments (i) – (iv) (such
amendments to the Articles, the “Amendments” and such proposals to be presented at the Shareholder Meeting, the “Amendment
Proposals”).
Voting and Non-Redemption Agreements
On June 12, 2026, the Company, the Sponsor, ReserveOne and Pubco entered
into Voting Support and Non-Redemption Agreements (the “Voting and Non-Redemption Agreements”) with certain investors
(such investors entering the Voting and Non-Redemption Agreements, collectively, the “Voting and Non-Redemption Shareholders”)
pursuant to which the Voting and Non-Redemption Shareholders have agreed not to redeem up to an aggregate of 16,000,000 Class A Shares
in connection with the Shareholder Meeting. Pursuant to the Voting and Non-Redemption Agreements, the Voting and Non-Redemption Shareholders
have agreed to vote in favor of the Amendment Proposals. The Voting and Non-Redemption Agreements provide that the Sponsor will transfer
up to an aggregate of approximately 8,000,000 private placement warrants (the “Private Placement Warrants”) held by
the Sponsor to the Voting and Non-Redemption Shareholders in consideration for the Voting and Non-Redemption Shareholders’ agreement
to hold and not redeem their Class A Shares in connection with the Shareholder Meeting.
Contemporaneously with the
execution of the Voting and Non-Redemption Agreements:
| ● | the
Company and ReserveOne entered into the Termination Agreement; |
| ● | the Company and the Voting and Non-Redemption Shareholders entered
into Joinder Agreements (the “Private Placement Registration Rights Joinders”) to the Registration Rights Agreement,
pursuant to which, among other things, (i) the transferred Private Placement Warrants will be “Registrable Securities” as
such term is defined in the Registration Rights Agreement; and (ii) upon the transfer of the Private Placement Warrants to the Voting
and Non-Redemption Shareholders, each Voting and Non-Redemption Shareholder will join in, and agree to become a party to and be bound
by and subject to, certain provisions of the Registration Rights Agreement with respect to the Private Placement Warrants; and |
| ● | the Company, the Sponsor and the Voting and Non-Redemption Shareholders
entered into Joinder Agreements (the “Private Placement Letter Agreement Joinders”) to the Letter Agreement, pursuant
to which, among other things, upon the transfer of the Private Placement Warrants to the Voting and Non-Redemption Shareholders, each
Voting and Non-Redemption Shareholder will join in, and agree to become a party to and be bound by and subject to, the provisions set
forth in Section 7 of the Letter Agreement applicable to the Sponsor as such terms relate to the transfer of the Private Placement Warrants. |
The Voting and Non-Redemption Agreements contain mutual releases by
the Company, the Sponsor, ReserveOne and Pubco, on the one hand, and the Voting and Non-Redemption Shareholders, on the other hand, for
all claims known and unknown, arising out of or in connection with the Equity PIPE Subscription Agreements and/or the Convertible Notes
Subscription Agreements.
Voting Agreements
On June 12, 2026, the Company, the Sponsor, ReserveOne and Pubco entered
into Voting Support Agreements (the “Voting Agreements”) with certain unaffiliated third parties (collectively,
the “Voting Shareholders”) pursuant to which the Voting Shareholders agreed to vote in favor of the Amendment Proposals.
About M3-Brigade Acquisition V Corp.
M3-Brigade Acquisition V Corp. (NASDAQ: MBAVU,
MBAV, MBAVW) is a special purpose acquisition company formed to identify and partner with companies undergoing transformational growth,
with a focus on innovative platforms in the digital, energy, and infrastructure sectors. It is sponsored by MI7 Sponsor, LLC, an affiliate
of CC Capital, which also owns ReserveOne.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements herein and the documents incorporated
herein by reference may constitute “forward-looking statements”, which statements involve inherent risks and uncertainties.
Examples of forward-looking statements include, but are not limited
to, statements with respect to the termination of the BCA; the ability of the Company to enter into an alternative business combination
transaction; expectations concerning the Securities Purchase Agreements, the Transferred Shares Registration Rights Joinders, the Transferred
Shares Letter Agreement Joinders, the Voting and Non-Redemption Agreements, the Private Placement Registration Rights Joinders, the Private
Placement Letter Agreement Joinders and the Voting Agreements (the “Alternative Agreements”) and the transactions and
activities contemplated thereunder; plans and expectations related to the Shareholder Meeting; the approval by the Company’s shareholders
of the Amendment Proposals, and the Amendments; and the Company’s, ReserveOne’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: (i) the failure by the parties to satisfy the conditions to
the consummation of the Alternative Agreements; (ii) the risk that the Amendment Proposals are not approved by the Company’s shareholders;
(iii) the risk that the Company may not be able to complete an alternative business combination transaction in a timely manner, or at
all; (iv) risks related to the Company’s anticipated business plans and strategies to implement an alternative business combination;
(v) the outcome of any potential legal proceedings that may be instituted against the Company; (vi) the failure of the Company to maintain
the listing of its securities on any stock exchange on which its securities trade; (vii) costs related to the Alternative Agreements or
an alternative business combination; (viii) changes in business, market, financial, political and regulatory conditions, including as
a result of wars, political violence, global pandemics, trade and monetary policies, or other macroeconomic events; (ix) being considered
to be a “shell company” by any stock exchange or by the SEC; and (x) those risk factors discussed in documents of the Company
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 Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and other documents filed
or to be filed by the Company 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 the Company, ReserveOne or Pubco 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 except as otherwise required by
applicable law, 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 the Company, ReserveOne or Pubco will achieve its expectations. The inclusion of any statement in this
press release does not constitute an admission by ReserveOne, Pubco, the Company or any other person that the events or circumstances
described in such statement are material.
Contacts
M3-Brigade Acquisition V Corp.
c/o M3 Partners, LP
1700 Broadway
19th Floor
New York, NY 10019
T: 212-202-2200
www.m3-brigade.com
Investor Relations:
Sodali & Co.
333 Ludlow Street, 5th Floor
Stamford, CT 06902
Attn: M&A and Activism Advisory Group
Toll Free Telephone: (800) 662-5200
Main Telephone: (203) 658-9400
Email: MBAV@info.sodali.com
Media Contact:
Kate Thompson / Erik Carlson / Alexander Wolfsohn
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449
CC-Capital-JF@joelefrank.com
Eric Andrus / Andrew Frank
KARV
+1 (212) 333 0275
Email: CC-Capital@KARV.global
