Exhibit 99.1
ReserveOne Announces Confidential Submission of Draft Registration Statement on Form S-4 with the SEC
New York, New York – September 23, 2025 -- ReserveOne, Inc. (“ReserveOne”) and ReserveOne Holdings, Inc. (“Pubco”) announced that, in connection with the previously disclosed proposed business combination with M3-Brigade Acquisition V Corp. (NASDAQ: MBAVU, MBAV, MBAVW) (“M3-Brigade”), Pubco has confidentially submitted a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”).
The proposed business combination was initially announced on July 8, 2025. Subject to the completion of the SEC review process and satisfaction of customary closing conditions, including the approval of M3-Brigade’s shareholders, Pubco is expected to be listed on Nasdaq under the ticker symbol “RONE” upon the closing of the transaction.
About ReserveOne
ReserveOne is a digital asset company that was formed to invest in the cryptocurrency upgrade of the financial system. Upon consummation of the proposed business combination, ReserveOne intends to deliver a diversified digital asset treasury strategy. ReserveOne’s mission is to bridge the trust of public markets with the innovation of cryptocurrency to create a resilient, transparent platform for long-term value creation for investors. 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.
Media Contact:
[email protected]
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Additional Information and Where To Find It
In connection with the proposed business combination, Pubco intends 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, ReserveOne and Pubco, 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 [email protected].
No Offer or Solicitation
This press release 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 proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall 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.
Participants in Solicitation
Each of M3-Brigade, 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 M3-Brigade’s shareholders in connection with the proposed business combination. Information regarding the persons who may be considered participants in the solicitation of proxies in connection with the proposed business combination, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. Information regarding the directors and executive officers of M3-Brigade is set forth in (i) Part II, Item 10. Directors, Executive Officers and Corporate Governance of M3-Brigade’s Annual Report on Form 10-K and (ii) M3-Brigade’s Current Reports on Form 8-K filed with the SEC on May 27, 2025 and June 18, 2025. 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.
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Cautionary Statement Regarding Forward-Looking Statements
Certain statements herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties.
Examples of forward-looking statements include, but are not limited to, statements with respect to the proposed business combination. Such statements include expectations, hopes, beliefs, intentions, plans, prospects, financial results of strategies regarding ReserveOne, M3-Brigade, the proposed business combination and statements regarding the anticipated benefits and timing of the completion of the proposed business combination, the price and volatility of cryptocurrencies, the growing prominence of cryptocurrencies, the macro and political conditions surrounding cryptocurrencies, plans and use of proceeds, objectives of management for future operations of ReserveOne and Pubco, expected operating costs of ReserveOne, Pubco and its subsidiaries, the upside potential and opportunity for investors, ReserveOne’s and Pubco’s plan for value creation and strategic advantages, market site and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business combination and the level of redemptions of M3-Brigade’s public shareholders, and ReserveOne’s, Pubco’s and M3-Brigade’s expectations, intentions, strategies, assumptions or beliefs about future events, results at operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to:
| ● | the risk related to ReserveOne’s lack of operating history as an early stage company, and the information included in this press release discusses a business plan that ReserveOne expects to implement upon consummation of the proposed business combination; |
| ● | the risk related to ReserveOne’s anticipated business plan and strategy ReserveOne expects to implement upon consummation of the proposed business combination; |
| ● | the risk that the proposed business combination may not be completed in a timely manner or at all; |
| ● | the failure by the parties to satisfy the conditions to the consummation of the proposed business combination, including the approval of M3-Brigade’s shareholders; |
| ● | the failure to realize the anticipated benefits of the proposed business combination; |
| ● | the limitations on our investments in certain tokens and allocations to yield generation and venture activities under securities laws; |
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| ● | the outcome of any potential legal proceedings that may be instituted against Pubco, ReserveOne, M3-Brigade or others following announcement of the proposed business combination; |
| ● | the level of redemptions of M3-Brigade’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of M3-Brigade or the shares of Class A common stock of Pubco; |
| ● | the failure of Pubco to obtain or maintain the listing of its securities on any stock exchange on which the Class A common stock of Pubco will be listed after closing of the proposed business combination; |
| ● | costs related to the proposed business combination and as a result of Pubco becoming a public company; |
| ● | changes in business, market, financial, political and regulatory conditions; |
| ● | risks relating to ReserveOne’s anticipated operations and business, including the highly volatile nature of the price of cryptocurrencies; risks related to increased competition in the industries in which ReserveOne will operate; |
| ● | risks relating to significant legal, commercial, regulatory and technical uncertainty regarding cryptocurrencies; risks related to the treatment of cryptocurrency and other digital assets for U.S. and federal, state, local and non-U.S. tax purposes; |
| ● | risks that after consummation of the proposed business combination, ReserveOne experiences difficulties managing its growth and expanding operations; |
| ● | challenges in implementing the business plan, due to lack of an operating history, operational challenges, significant competition and regulation; |
| ● | being considered to be a “shell company” by any stock exchange or by the SEC; and |
| ● | those risk factors discussed in documents of M3-Brigade or Pubco filed, or to be filed, with the SEC. |
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section in the final prospectus of M3-Brigade dated as of July 31, 2024 and filed by M3-Brigade with the SEC on August 2, 2024, M3-Brigade’s Quarterly Reports on Form 10-Q, M3-Brigade’s Annual Report on Form 10-K and the registration statement on Form S-4 and proxy statement/prospectus that will be filed by Pubco and M3-Brigade, and other documents filed or to be filed by M3-Brigade and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither ReserveOne, Pubco or M3-Brigade presently know or currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties or any of their representatives gives any assurance that any of ReserveOne, Pubco or M3-Brigade will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by ReserveOne, Pubco, M3-Brigade or any other person that the events or circumstances described in such statement are material.
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