M3-Brigade Acquisition V, ReserveOne enter business combination agreement

ReserveOne has entered into a definitive business combination agreement with M3-Brigade Acquisition V (MBAV) Corp. ReserveOne will 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. The transaction is expected to provide more than $1B in gross proceeds, including up to approximately $297.7M of capital held in M3-Brigade’s trust account and an aggregate of $750M in committed capital from leading institutional investors pursuant to subscription agreements, consisting of $500M of common equity and warrants, and an aggregate principal amount of $250M in convertible notes. The PIPE Offerings included participation by prominent strategic investors, including Blockchain.com, CC Capital, FalconX, Galaxy Digital, Hivemind Capital, Kraken, Mantle, Monarq Asset Management, Origin Protocol, Pantera Capital, ParaFi Capital, and Republic Digital. The PIPE Offerings will close contemporaneously with the proposed business combination. This capital is expected to accelerate ReserveOne’s growth and strategy, solidifying its position as a category-defining platform in the digital asset ecosystem. ReserveOne will be led by CEO Jaime Leverton, an industry veteran who previously served as CEO of Hut 8, the first publicly traded company to hold Bitcoin on its balance sheet. Sebastian Bea will serve as President and Head of Investment at ReserveOne, bringing deep expertise at the intersection of traditional finance and digital assets. He previously led Coinbase Asset Management. Upon closing, the board of directors of ReserveOne is expected to include Executive Chairman Reeve Collins, co-founder of Tether and CEO of M3-Brigade; Wilbur Ross, former U.S. Secretary of Commerce; Gabriel Abed, Chairman of the largest crypto exchange; Chinh Chu, Founder and Senior Managing Director of CC Capital, and John D’Agostino, Coinbase Head of Strategy – Institutional. Shares, warrants, and units of M3-Brigade will continue to trade on Nasdaq under the symbol “MBAV”, “MBAVW” and “MBAVU”, respectively, until the closing of the proposed business combination. Following the closing of the proposed business combination, ReserveOne’s shares and warrants are expected to trade after closing under the ticker symbol “RONE” and “RONEW”, respectively. The board of directors of ReserveOne, and the board of directors of M3-Brigade, and a special committee of disinterested and independent directors of M3-Brigade, have unanimously approved the proposed business combination. The transactions are expected to close in Q4 2025, subject to shareholder approval and other customary closing conditions.