Plans to List on NASDAQ Following Business Combination with M3-Brigade Acquisition V Corp. in a $1 Billion Transaction (Form 8-K)

Plans to List on NASDAQ Following Business Combination with M3-Brigade Acquisition V Corp. in a $1 Billion Transaction

New York - July 8, 2025 - ReserveOne Inc. ("ReserveOne"), a newly formed, first-of-its-kind digital asset management firm inspired by the proposed U.S. Strategic Bitcoin Reserve and Digital Asset Stockpile, today announced it has entered into a definitive business combination agreement with M3-Brigade Acquisition V Corp. (NASDAQ: MBAVU, MBAV, MBAVW) ("M3-Brigade"), a special purpose acquisition company.

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 $1.0 billion in gross proceeds, including (i) up to approximately $297.7 million of capital held in M3-Brigade's trust account (assuming no redemptions) and (ii) an aggregate of $750 million in committed capital from leading institutional investors pursuant to subscription agreements, consisting of $500 million of common equity and warrants, and an aggregate principal amount of $250 million in convertible notes (the "PIPE Offerings"). 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. She also serves as a board member of Riot Platforms, Synteq Digital, New West Data, and Vertical Data. 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 and has held senior roles at global investment firms, including CSFB and BlackRock, with more than two decades of experience navigating institutional markets.

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.

"This announcement marks a pivotal moment for the digital asset ecosystem as a whole," said Jaime Leverton, CEO of ReserveOne. "By moving towards a public listing, we're reinforcing our commitment to responsible innovation, financial inclusion, and the development of a more resilient, transparent market for digital assets. Our disciplined, yield-focused strategy is designed to set a new standard for regulated crypto investing."

Combined Company Highlights

"ReserveOne is driven by the conviction that Bitcoin and digital assets will shape global finance," said Reeve Collins, CEO of M3-Brigade. "As a public company, ReserveOne aims to lead with a strategic reserve, responsibly unlocking shareholder value and setting the standard for digital financial innovation."

"ReserveOne represents the kind of disciplined innovation our financial markets need to responsibly integrate digital assets into mainstream portfolios," said Wilbur Ross, former U.S. Secretary of Commerce, who is expected to be named a board member of ReserveOne upon consummation of the proposed business combination. "By bringing transparency, regulatory alignment, and professional management to this space, ReserveOne will be setting a new standard-one that bridges the world of traditional finance with the future of decentralized value."

Transaction Overview

Advisors

Cantor Fitzgerald & Co. is acting as lead placement agent and capital markets advisor. DLA Piper LLP (US) is acting as legal counsel to Cantor Fitzgerald & Co.

Troutman Pepper Locke LLP is acting as legal advisor to M3-Brigade.

Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to ReserveOne, Inc. and CC Capital.

About ReserveOne

ReserveOne is a digital asset holding and management company expected to be strategically aligned with the future U.S. Strategic Bitcoin Reserve and Digital Asset Stockpile, once it is established. The firm plans to manage a diversified portfolio of cryptocurrencies and digital assets, generating some additional yield through allocating a portion of its assets to staking, protocol involvement, and venture participation in blockchain infrastructure. ReserveOne is committed to long-term asset stewardship, transparency, and regulatory alignment. More information on ReserveOne can be found at www.reserveone.com.

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.

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Media Contacts:

ReserveOne

Heidi Davidson

heidi@galvanizeworldwide.com

+1 (914) 441-6862

M3-Brigade

Jon Keehner, Kate Thompson, and Erik Carlson

Joele Frank, Wilkinson Brimmer Katcher

+1 (212) 355-4449

M3-Brigade-JF@joelefrank.com

Additional Information and Where To Find It

In connection with the proposed business combination, ReserveOne and M3-Brigade intend to file with the SEC a registration statement on Form S-4 that will include a proxy statement of M3-Brigade and a prospectus (the "proxy statement/prospectus"), as well as other relevant documents concerning the proposed business combination. M3-Brigade will mail the proxy statement/prospectus to its shareholders, seeking their approval of the proposed business combination. INVESTORS AND SHAREHOLDERS OF M3-BRIGADE ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS REGARDING THE proposed business combination WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about M3-Brigade and ReserveOne, without charge, once available, at the SEC's website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, from M3-Brigade by going to M3-Brigade's website, www.m3-brigade.com/m3-brigade-acquisition-iii-corp, or from ReserveOne by directing a request to info@reserveone.com.

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