[SCHEDULE 13D/A] M3-Brigade Acquisition V Corp. Warrant SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D details that CC Capital GP, LP affiliates and Chinh E. Chu (collectively the “Reporting Persons”) continue to hold 7,187,500 Class A ordinary shares of M3-Brigade Acquisition V Corp. (the “Issuer”), representing 20 % of the outstanding class. The filing date is 7 July 2025 and reflects a material change triggered by execution of a Business Combination Agreement.

Definitive Business Combination Agreement – On 7 July 2025 the Issuer agreed to merge with ReserveOne, Inc. and related entities. Before closing, the SPAC will domesticate from the Cayman Islands to Delaware; Class A and Class B shares will convert into new Class A-1 and A-2 shares and then into Pubco Class A and Class B shares. Pubco Class B shares will carry 10 votes per share versus one vote for Class A.

Capital Structure & Funding – Financing includes (i) an Equity PIPE of up to $500 million (share-plus-warrant unit at $10.00, payable in cash or Bitcoin) and (ii) a Convertible Notes PIPE of up to $250 million at 1.00% with a $50 million overallotment option. Net proceeds will be converted into Bitcoin, aligning with Pubco’s strategy to hold a diversified crypto basket (BTC, ETH, SOL and others) and potentially generate yield via staking and lending.

Sponsor Economics – The new sponsor’s Pubco Class B shares are subject to earn-out forfeiture if the share price fails to reach $12 and $14 targets within five years. Additional earn-out shares relate to warrant exercise levels and convertible-note funding. All sponsor shares and private warrants will be locked up for up to one year (or earlier upon price or liquidity events).

Governance & Timing – Upon closing (targeted Q4 2025) Pubco’s board will have nine members, eight chosen by ReserveOne and one by the Issuer. Registration-rights, lock-up and sponsor support agreements have been executed to backstop the transaction.

The Reporting Persons may buy, sell or hedge the Issuer’s securities going forward, and the filing incorporates multiple exhibits (Business Combination Agreement, Sponsor Support, Lock-Up, PIPE documents) for full terms.

Positive

• Up to $500 million Equity PIPE secured at $10.00 per unit, improving transaction certainty and liquidity.
• $250 million 1.00 % Convertible Notes PIPE adds additional capital with low coupon, convertible option upside.
• Sponsor earn-out tied to $12 and $14 share-price hurdles aligns insider economics with public shareholders.
• Clear Q4 2025 closing target provides timetable visibility for investors.

Negative

• Dual-class structure (10:1 votes) concentrates control with ReserveOne insiders, limiting public influence.
• All net proceeds converted into Bitcoin exposes Pubco to high crypto price volatility.
• Lock-up restrictions up to one year could create post-expiration supply overhang and reduce near-term liquidity.
• Potential dilution from earn-out shares, PIPE warrants and convertible notes may pressure future EPS.

Insights

Investment Banker

TL;DR: $750 M committed capital and crypto-centric strategy make the deal funding-rich and potentially accretive for MBAVW holders.

The merger provides an unusually large $750 million aggregate PIPE/convertible commitment relative to typical SPAC sizes, reducing redemption risk and giving Pubco meaningful purchasing power to execute its Bitcoin-anchored treasury model. Earn-out hurdles at $12 and $14 align sponsor incentives with post-merger performance and mitigate over-dilution. Domestication to Delaware plus dual-class voting mirrors other tech-focused de-SPACs, giving ReserveOne control while leaving public investors with liquid Class A stock. Expected closing in Q4 2025 offers a visible timeline. Overall, the capital scale and incentive structure are constructive for valuation, though contingent on crypto market appetite.

Risk & Governance Analyst

TL;DR: Heavy crypto exposure, 10-vote Class B shares and multi-year lock-ups raise governance and market-volatility concerns.

Post-merger Pubco will convert most cash into Bitcoin, embedding significant price volatility and regulatory uncertainty. The dual-class structure grants ReserveOne insiders long-term control (≈ 90 % of board seats, 10:1 voting). Earn-out and PIPE structures can dilute Class A holders if share-price targets are met, yet still leave insiders with super-voting power. Lock-ups limit secondary liquidity for up to a year, potentially exacerbating future sell-pressure cliffs. While funding is substantial, investors face crypto-driven asset risk and limited governance influence. Impact assessed as mixed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

M3-Brigade Acquisition V Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G63212107

(CUSIP Number)

Chinh E. Chu
200 Park Avenue, 58th Floor,
New York, NY, 10166
212-355-5515

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

CC Capital GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

Chinh E. Chu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

CC Capital SP, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

CC Capital Ventures, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

CC M17 SPV, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

M17 Sponsor, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.0001 per share
(b)	Name of Issuer: M3-Brigade Acquisition V Corp.
(c)	Address of Issuer's Principal Executive Offices: 1700 Broadway, 19th Floor, New York, NEW YORK , 10019.
Item 1 Comment: This Amendment No. 2 ("Amendment No. 2") amends and supplements the information set forth in the Schedule 13D, dated June 18, 2025, filed by CC Capital GP, LLC, Chinh E. Chu, CC Capital SP, LP, CC Capital Ventures, LLC, CC M17 SPV, LLC ("CC M17 SPV"), and M17 Sponsor, LLC (the "New Sponsor") with the United States Securities and Exchange Commission, as amended by Amendment No. 1 dated June 18, 2025 (the "Schedule 13D"), relating to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of M3-Brigade Acquisition V Corp. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 6 is incorporated herein by reference. Business Combination Agreement On July 7, 2025, the Issuer, ReserveOne, Inc. ("ReserveOne"), ReserveOne Holdings, Inc., a wholly-owned subsidiary of ReserveOne ("Pubco"), R1 SPAC Merger Sub, Inc., a wholly-owned subsidiary of Pubco ("SPAC Merger Sub"), and R1 Company Merger Sub, Inc., a wholly-owned subsidiary of Pubco ("Issuer Merger Sub"), entered into a business combination agreement (the "Business Combination Agreement"). ReserveOne is a subsidiary of CC M17 SPV. Prior to the consummation of the SPAC Merger (as defined below), the Issuer will be de-registered in the Cayman Islands and register by way of continuation to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Act (As Revised) (the "Domestication"). As a result of the Domestication, (i) each Class A Ordinary Share of the Issuer, issued and outstanding immediately prior to the Domestication will convert into one share of Class A-1 common stock of the Issuer, par value $0.0001 per share (the "Issuer Class A-1 Common Shares"); (ii) each Class B Ordinary Share of the Issuer will convert into one share of Class A-2 common stock of the Issuer, par value $0.0001 per share (the "Issuer Class A-2 Common Shares"); and (iii) each Issuer warrant to purchase Class A Ordinary Shares, issued and outstanding immediately prior to the Domestication will convert into a warrant to purchase one Issuer Class A-1 Common Share at an exercise price of $11.50 (the "Issuer Warrants"). Following the Domestication, (i) SPAC Merger Sub will merge with and into the Issuer (the "SPAC Merger"), with the Issuer continuing as the surviving entity (the "SPAC Surviving Subsidiary"), and as a result of which the Issuer will be a wholly owned subsidiary of Pubco. In connection with the consummation of the SPAC Merger, (a) each issued and outstanding Issuer 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 (the "Pubco Class A Common Shares"), following which, all Issuer 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 Issuer 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 (the "Pubco Class B Common Shares"), following which, all Issuer 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 Issuer Warrant will be automatically converted into one warrant to purchase a Pubco Class A Common Share at a price of $11.50 per share (the "Pubco Warrants"). Following the closing of the SPAC Merger, each Pubco Class B Common Share will be entitled to ten votes per share while each Pubco Class A Common Share will be entitled to one vote per share, in each case, on each matter submitted for a vote of Pubco's shareholders. Promptly following the SPAC Merger, Issuer Merger Sub will merge with and into ReserveOne (the "Issuer Merger" and, together with the SPAC Merger, the "Mergers" and, the Mergers together with the other transactions contemplated by the Business Combination Agreement, the "Transactions"), with ReserveOne continuing as the surviving company (the "Issuer Surviving Subsidiary"), and as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco. In connection with the consummation of the Issuer Merger, (i) each issued and outstanding share of ReserveOne's common stock, par value $0.0001 per share (the "ReserveOne Common Shares") will be automatically cancelled and extinguished and converted into the right to receive a number of Pubco Class A Common Shares, following which, all ReserveOne Common Shares will cease to be outstanding and will automatically be canceled and will cease to exist and (ii) each warrant to purchase one ReserveOne Common Share at a purchase price of $11.50 per share (the "ReserveOne Warrant"), if any, will be automatically converted into one Pubco Warrant. As a result of the Mergers, SPAC Surviving Subsidiary and Issuer 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. The Pubco Class A Common Shares 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 (each as defined below) and any restrictions pursuant to applicable laws. The Pubco Class B Common Shares will not be listed or freely transferable. The closing of the Transactions (the "Closing") is expected to occur in the fourth quarter of 2025, subject to the satisfaction of certain customary closing conditions and certain termination rights. The parties agreed to take all necessary action so that effective as of the Closing, the board of directors of Pubco will consist of nine individuals, eight of which are to be designated by ReserveOne, with the final director to be designated by the Issuer. Pubco intends to hold and manage a diverse basket of cryptocurrencies anchored with Bitcoin, and including Ethereum, Solana, and others with the potential for yield generation through institutional staking and lending. Sponsor Earnout Shares The New Sponsor has agreed that, effective upon the Closing, a portion of the Pubco Class B Common Shares received by New Sponsor in the Mergers will be subject to forfeiture, unless applicable vesting conditions are satisfied prior to the five-year anniversary of the Closing (the "New Sponsor Earnout Period"). The number of the New Sponsor's Pubco Class B Common Shares subject to forfeiture is equal to the sum of (i) the product of the total gross proceeds of the Equity PIPE (as defined below) actually received by ReserveOne and 0.004 (the "New Sponsor Equity Earnout Shares"), plus (ii) the product of the total gross proceeds of the Equity PIPE actually received by ReserveOne and 0.005 (the "New Sponsor Warrant Earnout Shares"), plus (iii) the product of the total gross proceeds of an offering of the Convertible Notes PIPE (as defined below) actually received by ReserveOne and 0.002 (the "New Sponsor Convertible Notes Earnout Shares" and together with the New Sponsor Equity Earnout Shares and the New Sponsor Warrant Earnout Shares, the "New Sponsor Earnout Shares"). The New Sponsor Earnout Shares will be forfeited as follows: (A) (i) fifty percent (50%) of the New Sponsor Equity Earnout Shares will be forfeited if the Pubco VWAP does not equal or exceed $12.00 for any twenty trading days out of thirty consecutive trading days during the New Sponsor Earnout Period (the "New Sponsor Triggering Event I"); (ii) fifty percent (50%) of the New Sponsor Equity Earnout Shares will be forfeited if the Pubco VWAP does not equal or exceed $14.00 for any twenty trading days out of thirty consecutive Trading Days during the Sponsor Earnout Period; (B) a number of the New Sponsor Warrant Earnout Shares equal to 1/20th of the number of warrants issued in connection with the Equity PIPE that are not exercised during the New Sponsor Earnout Period will be forfeited; and (C) all of the New Sponsor Convertibles Notes Earnout Shares will be forfeited if the New Sponsor Triggering Event I does not occur during the New Sponsor Earnout Period. The foregoing description of the Business Combination Agreement and the Transactions, including the Mergers, does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, the New Sponsor entered into a sponsor support agreement (the "Sponsor Support Agreement") with the Issuer, ReserveOne and Pubco, pursuant to which the New Sponsor has agreed to, among other things, (i) vote all its shares of the Issuer, whether currently owned or acquired prior to the Closing, (a) in favor of the Business Combination Agreement and the Transaction Proposals (as defined in the Business Combination Agreement), (b) against any Acquisition Proposal or Alterative Transaction (as defined in the Business Combination Agreement), (c) against any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Issuer (other than the Transaction Proposals); (d) against any change in the business of the Issuer, and (e) against any proposal, action or agreement involving the Issuer 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 a letter agreement dated as of July 31, 2024, by and among the Issuer, M3-Brigade Sponsor V LLC (the "Original Sponsor") and the other parties thereto, including not transferring (a) any of its Class B Ordinary Shares or Class A Ordinary Shares, Pubco Class A Common Shares or Pubco Class B Common Shares 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 Pubco Class A Common Shares 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 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 Pubco Class A Common Shares 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. The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, which is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference. Equity PIPE Subscription Agreement Contemporaneously with the execution of the Business Combination Agreement, certain investors, including the M17 Holder (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 Issuer, 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 Issuer, 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, Pubco Class A Common Shares (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 Issuer, 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 Class A Ordinary Shares that qualify as Non-Redeemed Shares (as defined in the Equity 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. The M17 Holder (as defined below) subscribed for $ 55,150,000 in the Equity PIPE. Pubco or ReserveOne, as applicable (the "Equity PIPE Issuer") will not be obligated to deliver any Warrant Shares pursuant to the exercise of a PIPE Warrant and will have no obligation to settle such PIPE Warrant exercise unless a registration statement under the Securities Act of 1933, as amended, with respect to the Warrant Shares underlying the PIPE Warrants is then effective and a prospectus relating thereto is current. Additionally, no PIPE Warrant will be exercisable and the Equity PIPE Issuer will not be obligated to issue a Warrant Share upon exercise of a PIPE Warrant unless the Warrant Shares issuable upon such PIPE Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the PIPE Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a PIPE Warrant, the holder of such PIPE Warrant will not be entitled to exercise such PIPE Warrant. In no event will the Equity PIPE Issuer be required to net cash settle any PIPE Warrant. The net proceeds of the Equity PIPE will be converted into Bitcoin, subject to the terms of the Business Combination Agreement (after giving effect to any exceptions therein with respect to payment of any operating expenses and the payment of any expenses related to the Transactions). The PIPE Warrants may be exercised cashlessly in certain circumstances at the option of the Issuer or the holder. The Equity PIPE Issuer may redeem the outstanding PIPE Warrants in certain circumstances. The PIPE Warrants are also subject to anti-dilution adjustment. 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. Pursuant to the Equity PIPE Subscription Agreements, the Issuer 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/Proxy Statement. To the extent that any Equity PIPE Securities and Warrant Shares are unable to be included on the Registration Statement/Proxy 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. 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. The Equity PIPE Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Equity PIPE Subscription Agreement (including the form of Warrant Agreement attached as Exhibit A thereto), which is incorporated by reference as Exhibit 99.4 and is incorporated herein by reference. Convertible Notes Subscription Agreement Contemporaneously with the execution of the Business Combination Agreement, 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 Issuer, 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"), 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"). The net proceeds of the Convertible Notes PIPE will be converted into Bitcoin. The closing of the Convertible Notes PIPE is contingent upon the satisfaction of all closing conditions to consummate the Transactions. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, take such actions with respect to their investments in the Issuer as they deem appropriate. These actions may include, without limitation: (i) acquiring additional Common Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Common Shares, or are based upon or relate to the value of the Common Shares or the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference. Lock-Up Agreement Within two business days of the Registration Statement (as defined in the Business Combination Agreement) being declared effective, CC MI7 SPV, and MI7 Founders, LLC (the "MI7 Holder") will enter into a Lock-Up Agreement (the "Lock-Up Agreement") with Pubco, pursuant to which CC M17 SPV and the MI7 Holder will agree that all Pubco Class A Common Shares and Pubco Private Warrants received by CC M17 SPV and the MI7 Holder in connection with the Transactions, but excluding any Pubco Class A Common Shares, Pubco Warrants or Pubco Class A Common Shares underlying such Pubco Warrants that are issued to the MI7 Holder in the Equity PIPE (as defined below), will be locked-up and subject to transfer restrictions, as described below, subject to certain exceptions. The M17 Holder is an affiliate of the New Sponsor. The Pubco Class A Common Shares held by CC M17 SPV and the MI7 Holder will be locked up until the earlier of (A) one year after the Closing and (B) after the Closing date, (x) if the closing price of Pubco Class A Common Shares 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 Pubco Common Shares for cash, securities or other property. The Pubco Private Warrants (or any Pubco Class A Common Shares underlying the Pubco Private Warrants) held by CC M17 SPV and the MI7 Holder will be locked-up and subject to transfer restrictions until 30 days after the completion of a Business Combination. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, which is incorporated by reference as Exhibit 99.3 and is incorporated herein by reference. Amended and Restated Registration Rights Agreement Concurrently with the Closing of the Business Combination Agreement, the Issuer, Pubco, the New Sponsor, CC M17 SPV 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 Issuer's initial public offering between the Issuer and the Original Sponsor (the "Amended and Restated Registration Rights Agreement"), pursuant to which Pubco will (i) assume the registration obligations of the Issuer 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 New Sponsor, CC M17 SPV and the MI7 Holder. The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Registration Rights Agreement, which is incorporated by reference as Exhibit 99.5 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Business Combination Agreement, dated as of July 7, 2025, by and among the Issuer, ReserveOne, Pubco, SPAC Merger Sub and Issuer Merger Sub (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on July 8, 2025). 99.2 Sponsor Support Agreement, dated as of July 7, 2025, by and between the Issuer and the New Sponsor (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on July 8, 2025). 99.3 Form of Lock-Up Agreement by and between the CC M17 SPV and Pubco (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on July 8, 2025). 99.4 Form of Equity PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on July 8, 2025). 99.5 Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on July 8, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CC Capital GP, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/Sole Member
Date:	07/09/2025

Chinh E. Chu

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/Self
Date:	07/09/2025

CC Capital SP, LP

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/Sole Member, CC Capital GP, LLC, its General Partner
Date:	07/09/2025

CC Capital Ventures, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/President and Senior Managing Director
Date:	07/09/2025

CC M17 SPV, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/President and Senior Managing Director
Date:	07/09/2025

M17 Sponsor, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/President and Senior Managing Director
Date:	07/09/2025

FAQ

How many MBAVW shares do the reporting persons own?

They beneficially own 7,187,500 Class A ordinary shares, representing 20 % of the class.

What company is M3-Brigade Acquisition V merging with?

It signed a Business Combination Agreement with ReserveOne, Inc., creating a new publicly traded Pubco.

What is the expected closing date for the merger?

The transaction is projected to close in Q4 2025, subject to customary conditions.

How much capital is being raised through the Equity PIPE?

Up to $500 million of equity at $10.00 per unit, each including one share and one warrant.

What are the sponsor earn-out share price targets?

Earn-out shares vest at $12.00 and $14.00 VWAP levels during the five-year earn-out period.

Why is Bitcoin relevant to the deal?

Pubco intends to convert net proceeds into Bitcoin and other cryptocurrencies and generate yield via staking.