Core Viewpoint - The proposed business combination between ReserveOne, Inc. and M3-Brigade Acquisition V Corp. is progressing, with a second amendment to the registration statement filed with the SEC, indicating ongoing developments in the SEC review process and the anticipated listing of Pubco on Nasdaq under the ticker symbol "RONE" upon completion of the transaction [1][2]. Company Overview - ReserveOne is a digital asset company focused on investing in the cryptocurrency sector, aiming to manage a diversified portfolio of cryptocurrencies and digital assets while generating yield through staking and venture investments in blockchain infrastructure [4]. - M3-Brigade Acquisition V Corp. is a special purpose acquisition company (SPAC) designed to partner with companies experiencing transformational growth, particularly in digital, energy, and infrastructure sectors [5]. Registration Statement Details - The Registration Statement includes a preliminary proxy statement of M3-Brigade and a prospectus of Pubco related to the proposed business combination, providing updated information about the involved parties and the transaction [3]. - The second amendment follows previous filings, indicating progress in the SEC review process and the need for shareholder approval for the transaction to proceed [2]. Future Expectations - Upon the successful completion of the proposed business combination, ReserveOne aims to bridge public market trust with cryptocurrency innovation, creating a resilient platform for long-term value creation [4]. - The anticipated benefits and strategic advantages of the proposed business combination are highlighted, with expectations for future operations and financial performance [11].

Corporate Governance - The audit committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements [356]. - The compensation committee evaluates the CEO's performance and determines remuneration based on established corporate goals [361]. - The corporate governance and nominating committee identifies and recommends director nominees for election at shareholder meetings [362]. - The company has adopted a Code of Ethics that governs business and ethical principles for directors, officers, and employees [365]. - An insider trading policy has been established to promote compliance with insider trading laws and regulations [366]. - There were no delinquent filers among executive officers and directors for the year ended December 31, 2025 [367]. - The company does not have specific minimum qualifications for directors but considers various factors such as integrity and professional reputation [363]. - The board of directors has a duty to act in good faith and in the best interests of the company as a whole [371]. Conflicts of Interest - Officers and directors may have fiduciary duties to other entities, which could lead to potential conflicts of interest [370]. - The company’s officers and directors are not required to commit full time to its affairs, which may lead to conflicts of interest in business combination efforts [375]. - The company does not assure that conflicts of interest will be resolved in its favor [376]. - The retention or resignation of officers and directors may be a condition for business combinations, potentially creating conflicts of interest [375]. Business Combinations - The company may pursue business combination opportunities with entities affiliated with its officers and directors, subject to independent evaluations [374]. - Initial shareholders hold founder shares and Private Placement Warrants, with agreements to waive redemption rights for these shares in connection with the initial business combination [375]. - If the initial business combination is not completed within the prescribed time frame, the Private Placement Warrants will expire worthless [375]. - Founder shares will be released from lockup if the closing price of Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period post-initial business combination [375]. - The company’s management team has agreed to vote their founder shares in favor of the initial business combination, while non-managing sponsor investors are not obligated to hold or vote their shares [377]. - The company does not intend to have full-time employees prior to the completion of its initial business combination [375]. Financial Reporting - The financial statements and supplementary data are included by reference in the report [324]. - Market risk disclosures are not required for smaller reporting companies [324].

Core Viewpoint - The proposed business combination between ReserveOne, Inc. and M3-Brigade Acquisition V Corp. is progressing, with an amendment to the registration statement filed with the SEC, indicating steps towards completion and potential Nasdaq listing under the ticker "RONE" [1][2]. Group 1: Business Combination Details - The business combination was initially announced on July 8, 2025, and an amendment to the registration statement was filed on February 17, 2026 [1]. - The registration statement includes a preliminary proxy statement of M3-Brigade and a prospectus of Pubco related to the proposed business combination, which is still subject to SEC review [2][3]. - Upon completion of the transaction, Pubco is expected to be listed on Nasdaq, indicating a significant milestone for the involved parties [2]. Group 2: Company Profiles - ReserveOne is a digital asset company focused on investing in the cryptocurrency sector, aiming to manage a diversified portfolio of cryptocurrencies and generate yield through various blockchain activities [4]. - M3-Brigade Acquisition V Corp. is a special purpose acquisition company targeting transformational growth in innovative sectors, including digital and energy platforms, and is sponsored by MI7 Sponsor, LLC, an affiliate of CC Capital [5].

Financial Position - As of December 31, 2025, M3-Brigade Acquisition V Corp. held cash and marketable securities totaling approximately $306.88 million in its trust account[6]. - The reported cash amount is preliminary and subject to customary year-end close procedures, which may result in changes[6]. - The actual financial results for the year ended December 31, 2025, will be included in the Annual Report on Form 10-K and may differ materially from the preliminary estimate[6]. - The company has not yet completed an audit of the preliminary financial results, and no assurance is provided regarding the accuracy of these figures[6]. Business Combination - The company is in the process of a proposed business combination with ReserveOne Holdings Inc. and other parties, which is detailed in a registration statement filed with the SEC[7]. - Shareholders are advised to read the preliminary proxy statement and other relevant documents related to the business combination for important information[7]. - The business combination is subject to various risks, including the potential failure to complete the transaction in a timely manner or at all[11]. - There are significant uncertainties regarding the anticipated benefits and timing of the completion of the business combination[11]. - The business strategy of ReserveOne may change significantly post-combination, including a potential shift away from crypto-related activities[11]. Company Classification - The company is classified as an emerging growth company under SEC rules[5].

Financial Performance - The Company reported a net loss of $491,393 for the three months ended September 30, 2025, with general and administrative costs of $2,868,287 and compensation expenses of $765,773, offset by $3,142,667 from interest earned on marketable securities held in the Trust Account[177]. - For the nine months ended September 30, 2025, the Company had a net income of $4,606,168, consisting of $9,331,539 from interest earned on marketable securities, offset by $3,913,871 in general and administrative costs and compensation expenses of $811,500[178]. Marketable Securities - As of September 30, 2025, the Company had marketable securities held in the Trust Account amounting to $303,948,781, which will be primarily used to complete the Business Combination[184]. Initial Public Offering - The Company raised gross proceeds of $287,500,000 from the Initial Public Offering of 28,750,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option[181]. - The Company incurred transaction costs of $19,406,996 related to the Initial Public Offering, which included $5,000,000 in cash underwriting fees and $13,400,000 in deferred underwriting fees[182]. Business Combination - The Closing of the Business Combination is expected to occur in the first quarter of 2026, subject to customary closing conditions[175]. - The Company may need to raise additional funds to complete the Business Combination or to cover potential redemptions of Public Shares[188]. Financial Position - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2025[190]. - The Company has the option to borrow up to $2,500,000 from the Sponsor under a Note, which bears no interest and is payable on the Maturity Date[183]. Use of Funds - The Company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence[185].

Core Viewpoint - ReserveOne, Inc. and ReserveOne Holdings, Inc. have submitted a draft registration statement for a proposed business combination with M3-Brigade Acquisition V Corp, aiming for a Nasdaq listing under the ticker "RONE" upon completion of the transaction [1][2]. Company Overview - ReserveOne is a digital asset company focused on investing in the cryptocurrency sector, aiming to create a resilient and transparent platform for long-term value creation for investors [3]. - M3-Brigade Acquisition V Corp. is a special purpose acquisition company (SPAC) targeting transformational growth companies, particularly in digital, energy, and infrastructure sectors [4]. Transaction Details - The proposed business combination was initially announced on July 8, 2025, and is subject to SEC review and shareholder approval [2]. - Upon completion, Pubco is expected to be listed on Nasdaq, enhancing its visibility and access to capital markets [2]. Future Plans - ReserveOne plans to implement a diversified digital asset treasury strategy post-combination, bridging public market trust with cryptocurrency innovation [3].

Business Combination - The Company entered into a Business Combination Agreement on July 7, 2025, with ReserveOne and its subsidiaries[143] - Following the Business Combination, the Company will be de-registered in the Cayman Islands and domesticated as a Delaware corporation[144] - Each Class A ordinary share will convert into one share of Class A-1 common stock, and each Class B ordinary share will convert into one share of Class A-2 common stock[145] - The Business Combination is expected to close in the fourth quarter of 2025, subject to customary closing conditions[149] - The aggregate cash proceeds from the Trust Account and Equity PIPE Gross Proceeds must be not less than $500 million, net of all Unpaid Expenses, for the transaction to proceed[156] - The obligations to consummate the Transactions are subject to the approval of the Company's shareholders[156] - The shares of Pubco Class A common stock will be listed for trading and will be freely transferable, subject to certain restrictions[149] - The Business Combination Agreement includes customary representations and warranties, which will not survive the Closing[151] - The Company and Pubco will prepare and file a registration statement with the SEC for the issuance of shares of Pubco Class A common stock[154] Financial Performance - The Company reported a net income of $2,184,293 for the three months ended June 30, 2025, primarily from $3,103,744 in interest earned on marketable securities held in the Trust Account, offset by $873,724 in general and administrative costs and $45,727 in compensation expense[171] - For the six months ended June 30, 2025, the Company had a net income of $5,097,561, consisting of $6,188,872 from interest earned on marketable securities, offset by $1,045,584 in general and administrative costs and $45,727 in compensation expense[172] - As of June 30, 2025, the Company held marketable securities in the Trust Account amounting to $300,806,115, which will be used to complete the Business Combination[178] Initial Public Offering - The Company raised gross proceeds of $287,500,000 from the Initial Public Offering of 28,750,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option[175] - The Company incurred transaction costs of $19,406,996 related to the Initial Public Offering, which included $5,000,000 in cash underwriting fees and $13,400,000 in deferred underwriting fees[176] Financing and Capital Structure - 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, with an option to purchase an additional $50 million within 30 days[168] - The Company has no long-term debt or capital lease obligations as of June 30, 2025[185] - The Company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence[179] - The Company does not believe it will need to raise additional funds beyond potential borrowings under the Note to meet operating expenditures[181] Regulatory and Compliance - The Company has agreed to use commercially reasonable efforts to register the Equity PIPE Securities and Warrant Shares on a Registration Statement within 30 days after the Closing[166] - Management does not anticipate any material impact on unaudited condensed financial statements from recently issued accounting standards[188] - Smaller reporting companies are not required to disclose quantitative and qualitative information about market risk[189]

Core Viewpoint - ReserveOne Inc. has announced a definitive business combination agreement with M3-Brigade Acquisition V Corp, marking a significant step towards establishing a digital asset management firm focused on cryptocurrencies, particularly Bitcoin [1][3]. Company Overview - ReserveOne is a digital asset management firm that will manage a diverse portfolio of cryptocurrencies, primarily Bitcoin, and aims to generate yield through institutional staking and lending [2][11]. - The firm is expected to be strategically aligned with the future U.S. Strategic Bitcoin Reserve and Digital Asset Stockpile [11]. Financial Highlights - The transaction is projected to yield over $1.0 billion in gross proceeds, including approximately $297.7 million from M3-Brigade's trust account and $750 million in committed capital from institutional investors [3]. - The committed capital consists of $500 million in common equity and warrants, along with $250 million in convertible notes [3]. Leadership Team - Jaime Leverton, an industry veteran and former CEO of Hut 8, will lead ReserveOne as CEO [4]. - Sebastian Bea will serve as President and Head of Investment, bringing extensive experience from Coinbase Asset Management and other global investment firms [4]. Board of Directors - The board is expected to include notable figures such as Reeve Collins, Wilbur Ross, and Gabriel Abed, enhancing the firm's credibility and strategic direction [5][9]. Strategic Vision - ReserveOne aims to set a new standard for regulated crypto investing, focusing on responsible innovation and financial inclusion [6][7]. - The firm plans to provide institutional-grade access to a diversified digital asset portfolio, catering to a wide range of investors [8]. Partnerships and Custodianship - ReserveOne will collaborate with strategic partners like Galaxy Digital and Kraken, with Coinbase serving as the custodian for its secured Bitcoin holdings [8]. Market Positioning - The firm is positioned to bridge traditional finance with decentralized value, aiming to unlock shareholder value through a disciplined approach to digital asset management [7][9].

Company Overview - M3-Brigade Acquisition V Corp. has completed a transaction where MI7 Sponsor, LLC, along with Reeve Collins, purchased 7,187,500 Class B ordinary shares and 5,043,750 private placement warrants for a total of $6,467,500 [1] - Following the transaction, M3-Brigade plans to seek a business combination target in the digital assets industry and intends to change its name to CCRC Digital Assets Corp. [2] Leadership Changes - Reeve Collins, co-founder of Tether, has been appointed as the Chief Executive Officer, while Chinh Chu from CC Capital has been named President [3] - New board members include Thomas L. Fairfield and Edward Murphy, both of whom bring extensive experience in finance and strategic consulting [6] Industry Focus - The company aims to focus on digital assets, leveraging Collins' background in the space, including his role in co-founding Tether and BLOCKv, which are significant players in the digital asset and NFT markets [4] - CC Capital, led by Chinh Chu, has a history of creating SPACs and investing in high-quality businesses, which aligns with M3-Brigade's strategic direction [5][8]

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company, a blank check entity, reported a Q1 2025 net income of $2.91 million from interest earned on its Trust Account [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets grew to $298.9 million by March 31, 2025, driven by interest income, with a total shareholders' deficit of $13.1 million Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $818,638 | $821,188 | | Investments held in Trust Account | $297,702,371 | $294,617,243 | | **Total Assets** | **$298,857,805** | **$295,809,536** | | **Liabilities & Equity** | | | | Total Liabilities | $14,262,706 | $14,127,705 | | Class A ordinary shares subject to possible redemption | $297,702,371 | $294,617,243 | | Total Shareholders' Deficit | ($13,107,272) | ($12,935,412) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company generated a net income of $2.91 million in Q1 2025 from trust account interest, offsetting administrative costs Statement of Operations Summary (Unaudited) | Item | Three Months Ended March 31, 2025 | Period from March 12, 2024 (Inception) to March 31, 2024 | | :--- | :--- | :--- | | General and administrative costs | $171,860 | $15,874 | | Interest earned on investments held in Trust Account | $3,085,128 | $0 | | **Net Income (Loss)** | **$2,913,268** | **($15,874)** | | Basic and diluted net income per share, Class A | $0.08 | N/A | | Basic and diluted net income (loss) per share, Class B | $0.08 | ($0.00) | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) The shareholders' deficit widened to $13.11 million due to share accretion, which was partially offset by net income - The shareholders' deficit increased to **$(13,107,272)** at March 31, 2025, from $(12,935,412) at December 31, 2024[17](index=17&type=chunk) - The change in deficit for Q1 2025 was driven by a **$3,085,128 accretion for Class A ordinary shares** to redemption amount and a net income of **$2,913,268**[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $2,550 for the quarter, resulting in a slight decrease in the company's cash balance Cash Flow Summary (Unaudited) | Cash Flow Item | Three Months Ended March 31, 2025 | | :--- | :--- | | Net income | $2,913,268 | | Adjustments (incl. interest earned on Trust) | ($3,000,028) | | **Net cash used in operating activities** | **($2,550)** | | Cash – Beginning of period | $821,188 | | **Cash – End of period** | **$818,638** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The company is a blank check entity formed for a business combination, with IPO proceeds held in a trust account - The Company is a blank check company incorporated on March 12, 2024, for the purpose of effecting a **business combination**[23](index=23&type=chunk) - On August 2, 2024, the Company consummated its IPO of 28,750,000 units at $10.00 per unit, generating gross proceeds of **$287,500,000**[25](index=25&type=chunk) - The company has a **24-month window** from the closing of the IPO to complete an initial Business Combination[29](index=29&type=chunk) - On April 4, 2025, the Company repaid M3 Partners **$378,757** of outstanding advances[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company has no operations, generating $2.9 million in Q1 2025 net income solely from its $297.7 million Trust Account - The company's only activities from inception through March 31, 2025, were organizational, preparing for the IPO, and identifying a target company for a **Business Combination**[119](index=119&type=chunk) - As of March 31, 2025, the company had **$818,638 in cash** for operations and **$297,702,371 in marketable securities** held in the Trust Account[124](index=124&type=chunk)[125](index=125&type=chunk) - The company has **no off-balance sheet arrangements**[128](index=128&type=chunk) Q1 2025 Financial Highlights | Metric | Value | | :--- | :--- | | Net Income | $2,913,268 | | Interest Earned on Trust Account | $3,085,128 | | General & Administrative Costs | $171,860 | [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company is a smaller reporting company - **Disclosure about market risk is not required** for smaller reporting companies[133](index=133&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of the quarter-end - The Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2025[135](index=135&type=chunk) - There were **no changes in internal control** over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[136](index=136&type=chunk) Part II. Other Information [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[138](index=138&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported, though market volatility from US policy changes remains a concern - There have been **no material changes** to the risk factors disclosed in the Annual Report on Form 10-K filed on March 28, 2025[138](index=138&type=chunk) - **Volatility and disruption** from U.S. economic and strategic policies could adversely affect the company's search for an initial Business Combination[138](index=138&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales occurred during the quarter, and the use of IPO proceeds remains unchanged - Simultaneously with the IPO closing, the company sold **8,337,500 Private Placement Warrants** to the Sponsor at $1.00 per warrant, generating gross proceeds of **$8,337,500**[139](index=139&type=chunk) - There has been **no material change** in the planned use of proceeds from the Initial Public Offering[140](index=140&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None**[142](index=142&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - **Not applicable**[142](index=142&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None**[142](index=142&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) The report lists officer certifications and Inline XBRL documents as filed exhibits - Exhibits filed include **Certifications of the Principal Executive Officer and Principal Financial Officer** pursuant to Sarbanes-Oxley Act Sections 302 and 906[144](index=144&type=chunk) - **Inline XBRL data files** are also included as exhibits[144](index=144&type=chunk) Signatures [Signatures](index=32&type=section&id=Signatures) The report was duly signed by the Executive Chairman and Chief Financial Officer on May 13, 2025 - The report is signed by **Mohsin Y. Meghji** (Principal Executive Officer) and **Eric Greenhaus** (Principal Financial and Accounting Officer)[150](index=150&type=chunk)[151](index=151&type=chunk)