02/17/2026 | Press release | Distributed by Public on 02/17/2026 06:33
Item 2.02 Results of Operations and Financial Condition.
On February 17, 2026, M3-Brigade Acquisition V Corp. (the "Company") disclosed in a Registration Statement on Form S-4 filed by the Company and ReserveOne Holdings Inc., a Delaware corporation, that the Company held cash and marketable securities in an aggregate amount of approximately $306.88 million in its trust account, as of December 31, 2025. This unaudited, preliminary amount has been prepared by and is the responsibility of the Company's management, is based upon information available to management as of the date of this Current Report on Form 8-K, and subject to completion of customary year-end close procedures and financial review that could result in changes to the amount. Furthermore, this amount does not present all information necessary for an understanding of the Company's financial condition as of December 31, 2025, or its results of operations as of such date. The Company's independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial result and, accordingly, does not express an opinion or any other form of assurance with respect thereto. The Company's actual results for the year ended December 31, 2025, will be included in its Annual Report on Form 10-K and may differ materially from the above estimate.
Additional Information and Where to Find It
In connection with the proposed business combination among the Company, ReserveOne, Inc. ("ReserveOne"), ReserveOne Holdings, Inc. ("Pubco") and certain other parties (the "Business Combination"), Pubco and ReserveOne have filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 (as may be amended or supplemented from time to time, the "Registration Statement"), which includes a preliminary proxy statement of the Company and a prospectus in connection with the Business Combination as well as other relevant documents concerning the Business Combination. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. HOWEVER, THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE BUSINESS COMBINATION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. When available, the definitive proxy statement and other relevant documents will be mailed to the shareholders of the Company as of a record date to be established for voting on the Business Combination. Shareholders and other interested persons will also be able to obtain free copies of the preliminary proxy statement, the definitive proxy statement, the Registration Statement and other documents filed by the Company with the SEC containing information about the Company, Pubco and/or ReserveOne that will be incorporated by reference therein, without charge at the SEC's website at www.sec.gov. The Company's shareholders will also be able to obtain a copy of such documents, without charge, from the Company by directing a written request to: M3-Brigade Acquisition V Corp., 1700 Broadway, 19th Floor, New York, New York 10019, or from ReserveOne by directing a request to [email protected].
Participants in the Solicitation
Each of the Company, ReserveOne, Pubco and their respective directors, executive officers and certain other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from the Company's shareholders in connection with the Business Combination. Information regarding the persons who may be considered participants in the solicitation of proxies in connection with the Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant materials filed or that will be filed with the SEC. Information regarding the directors and executive officers of the Company is set forth in (i) Part III, Item 10. Directors, Executive Officers and Corporate Governance of the Company's Annual Report on Form 10-K and (ii) the Company's Current Reports on Form 8-K filed with the SEC. Information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the Business Combination or otherwise, nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act") and otherwise in accordance with applicable law.