M3-Brigade Kills ReserveOne Deal Days Before Shareholder Vote
Turnaround
Company Background
M3-Brigade Acquisition V Corp. (Nasdaq: MBAV) is a special purpose acquisition company sponsored by MI7 Sponsor, LLC, an affiliate of CC Capital. It raised approximately $297.7 million in its August 2024 initial public offering, with funds held in trust and approximately $306.88 million on deposit as of December 31, 2025. The SPAC has an approximate market capitalization of $350.4 million.
In July 2025, the company announced a business combination with ReserveOne, Inc., a newly formed digital asset management firm affiliated with the same CC Capital sponsor group, which planned to build a diversified cryptocurrency portfolio mirroring the proposed U.S. Strategic Bitcoin Reserve. The transaction was framed as a more-than-$1 billion deal, combining trust proceeds with $500 million in equity PIPE commitments and $250 million in convertible note subscriptions from a roster of institutional crypto investors including Galaxy Digital, Pantera Capital, and Kraken.
Over the following months, the company drew at least $1.1 million in working capital loans from the sponsor — $500,000 under a $2.5 million promissory note issued in June 2025 and $600,000 under a separate $2 million promissory note issued in February 2026, both non-interest bearing and payable only upon a completed business combination. The S-4 registration statement was declared effective by the SEC on May 13, 2026, and the definitive proxy was mailed to shareholders on May 21, 2026.
What Was Disclosed
M3-Brigade and ReserveOne mutually terminated the Business Combination Agreement on June 12, 2026, citing market conditions in the digital asset sector that had "changed significantly" since the deal was announced. By operation of the termination, the Equity PIPE Subscription Agreements, Convertible Notes Subscription Agreements, and the Sponsor Support Agreement all terminated according to their terms. Simultaneously, ReserveOne, Pubco, and the company withdrew the S-4 registration statement (Registration No. 333-279951) that had been declared effective only 30 days earlier. The board cancelled the extraordinary general meeting that had been scheduled, after a postponement, for June 18, 2026.