Form 8-K

8-K — M3-Brigade Acquisition V Corp.

Accession: 0001213900-26-067344

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0002016072

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294237-8k425_m3brigade5.htm (Primary)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 10, 2026

M3-BRIGADE ACQUISITION V CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42171

98-1781141

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1700 Broadway, 19th Floor

New York, New York

10019

(Address of principal executive offices)

(Zip Code)

(212) 202-2200

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A ordinary share, par value $0.0001 per share

MBAV

The Nasdaq Stock Market LLC

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

MBAVU

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

MBAVW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Postponement of Meeting – Additional Definitive Proxy Solicitation

Materials

On June 10, 2026, M3-Brigade Acquisition V Corp.

(the “Company”) announced that it has postponed its extraordinary general meeting of shareholders (the “Meeting”)

to consider and vote on the previously announced proposed business combination (the “Business Combination”) between

the Company and ReserveOne, Inc., a Delaware corporation (“ReserveOne”).

The Meeting, which was originally scheduled to

be held on June 15, 2026, at 11:00 a.m. Eastern Time, has been postponed and is now scheduled to be held on June 18, 2026 at 12:00 p.m.

Eastern Time. The Meeting location has not changed and will continue to be held at the office of Troutman Pepper Locke LLP, located at

875 Third Ave, 17th Floor, New York, New York 10022, and simultaneously via live webcast at https://www.cstproxy.com/m3brigadev/2026.

The record date for the Meeting

remains the close of business on May 7, 2026, and no changes have been made to the proposals to be considered at the Meeting or to the

recommendations of the Company’s board of directors with respect to the proposals to be considered at the Meeting.

The Company has decided to

postpone the Meeting to provide its shareholders with additional time to consider the Business Combination and the proposals described

in the Company’s definitive proxy statement/prospectus and to allow shareholders additional time to submit their proxies and for

the Company to continue its outreach to shareholders whose votes have not yet been received.

In connection with the postponement of the Meeting,

the Company is also extending the deadline for holders of the Company’s Class A ordinary shares, par value $0.0001 per share

(“Class A Ordinary Shares”), sold in the Company’s initial public offering (the “Public Shares”)

to exercise their redemption rights. The deadline for holders of the Company’s Public Shares to submit redemption requests to the

Company’s transfer agent, which was previously 5:00 p.m., Eastern Time, on June 11, 2026, has been extended to 5:00 p.m., Eastern

Time, on June 16, 2026 (two business days prior to the vote at the Meeting). Shareholders who wish to exercise their redemption rights

must do so in accordance with the instructions set forth in the Company’s definitive proxy statement/prospectus, as supplemented,

and should contact their broker or the Company’s transfer agent as soon as possible to ensure that their redemption instructions

are received by the new deadline.

Shareholders who have already

submitted a proxy voting their shares do not need to take any action as a result of the postponement and their proxies will remain valid

and will be voted at the postponed Meeting unless properly revoked. Shareholders who have not yet voted or who wish to change their vote

are strongly encouraged to do so as soon as possible in the manner described in the Company’s proxy materials.

A copy of the press release issued by the Company on June 10, 2026

announcing the postponement of the Meeting and the extension of the redemption deadline is filed as Exhibit 99.1 to this Current Report

on Form 8-K and is incorporated herein by reference.

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. The Registration Statement was declared effective on May 13,

2026 and the prospectus/proxy statement was first mailed to the Company’s stockholders on May 21, 2026. INVESTORS AND

SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED

OR THAT HAS BEEN FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE THEY 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. Shareholders and other interested

persons are able to obtain free copies of 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 info@reserveone.com.

Participants in the Solicitation

Each of the Company, ReserveOne, ReserveOne Holdings,

Inc., 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 and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements herein and the documents incorporated herein by

reference may constitute “forward-looking statements”, which statements involve inherent risks and uncertainties.

Examples of forward-looking statements include, but are not limited

to, statements with respect to the Business Combination. Such statements include expectations, hopes, beliefs, intentions, plans, prospects,

financial results of strategies regarding the Company, ReserveOne, Pubco, the Business Combination and statements regarding the anticipated

benefits and timing of the completion of the 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 the Company, ReserveOne and Pubco, expected operating costs of Pubco, the Company, ReserveOne and their respective

subsidiaries, the upside potential and opportunity for investors, the Company’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 Business

Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of the Company’s public

shareholders, and ReserveOne’s and Pubco’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: (i) the risk that the Business

Combination may not be completed in a timely manner or at all; (ii) the risk related to ReserveOne’s lack of operating history as

an early-stage company; (iii) risks related to ReserveOne’s anticipated business plan and strategy that ReserveOne expects to implement

upon consummation of the Business Combination, including the risk that ReserveOne’s business strategy may change significantly in

the future, including moving away from its currently intended focus on crypto-related activities; (iv) the failure by the parties to satisfy

the conditions to the consummation of the Business Combination, including the approval of the Company’s shareholders; (v) the failure

to realize the anticipated benefits of the Business Combination; (vi) the limitations on ReserveOne’s investments in certain tokens

and allocations to yield generation and venture activities under securities laws; (vii) the outcome of any potential legal proceedings

that may be instituted against Pubco, ReserveOne, the Company or others following announcement of the Business Combination; (viii) the

level of redemptions of the Company’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 Company’s class A ordinary shares or the Pubco’s class

A common stock; (iv) the failure of Pubco to obtain or maintain the listing of its securities on any stock exchange on which the Pubco’s

class A common stock will be listed after closing of the Business Combination; (x) costs related to the Business Combination and as a

result of Pubco becoming a public company; (xi) changes in business, market, financial, political and regulatory conditions; (xii) 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; (xiii) 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; (xiv) risks that after consummation of the Business Combination,

ReserveOne experiences difficulties managing its growth and expanding operations; (xv) challenges in implementing the business plan, due

to lack of an operating history, operational challenges, significant competition and regulation; (xvi) being considered to be a “shell

company” by any stock exchange or by the SEC; and (xvii) those risk factors discussed in documents of the Company 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 Company’s

final prospectus dated as of July 31, 2024 and filed by the Company with the SEC on August 2, 2024, our Quarterly Reports on Form 10-Q,

and our Annual Report on Form 10-K and the proxy statement/prospectus that will be filed by the Company and Pubco, and other documents

filed or to be filed by the Company and Pubco from time to time with the SEC, including Pubco’s Form S-4 filed with the SEC on December

5, 2025, as may be amended or supplemented from time to time. 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 the Company, ReserveOne or Pubco 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 except as otherwise required by applicable law, 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 the Company, ReserveOne or Pubco will achieve its expectations. The inclusion of any statement in this Current Report on Form

8-K does not constitute an admission by ReserveOne, Pubco, the Company or any other person that the events or circumstances described

in such statement are material.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

News Release dated June 10, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

M3-Brigade Acquisition V Corp.

Date: June 10, 2026

By:

/s/ Robert Rivas Collins

Name:

Robert Rivas Collins

Title:

Chief Executive Officer

EX-99.1 — NEWS RELEASE DATED JUNE 10, 2026

EX-99.1

Filename: ea029423701ex99-1.htm · Sequence: 2

Exhibit 99.1

M3-Brigade Acquisition V Corp. Announces Postponement

of Extraordinary General Meeting of Shareholders to Approve Business Combination and Extension of Redemption Deadline

NEW YORK CITY – June 10, 2026 –

M3-Brigade Acquisition V Corp. (Nasdaq: MBAV) (the “Company”), a special purpose acquisition company, today announced

that it has postponed its extraordinary general meeting of shareholders (the “Meeting”) to consider and vote on the

previously announced proposed business combination (the “Business Combination”) between the Company and ReserveOne,

Inc., a Delaware corporation (“ReserveOne”).

The Meeting, which was originally scheduled to

be held on June 15, 2026, at 11:00 a.m. Eastern Time, has been postponed and is now scheduled to be held on June 18, 2026 at 12:00 p.m.

Eastern Time. The Meeting location has not changed and will continue to be held at the office of Troutman Pepper Locke LLP, located at

875 Third Ave, 17th Floor, New York, New York 10022, and simultaneously via live webcast at https://www.cstproxy.com/m3brigadev/2026.

The record date for the Meeting remains the close

of business on May 7, 2026, and no changes have been made to the proposals to be considered at the Meeting or to the recommendations of

the Company’s board of directors with respect to the proposals to be considered at the Meeting.

The Company has decided to postpone the Meeting

to provide its shareholders with additional time to consider the Business Combination and the proposals described in the Company’s

definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) on May 13, 2026

(including any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and to allow shareholders additional

time to submit their proxies and for the Company to continue its outreach to shareholders whose votes have not yet been received.

In connection with the postponement of the Meeting,

the Company is also extending the deadline for holders of the Company’s Class A ordinary shares, par value $0.0001 per share

(“Class A Ordinary Shares”), sold in the Company’s initial public offering (the “Public Shares”)

to exercise their redemption rights. The deadline for holders of the Company’s Public Shares to submit redemption requests to the

Company’s transfer agent, which was previously 5:00 p.m., Eastern Time, on June 11, 2026, has been extended to 5:00 p.m., Eastern

Time, on June 16, 2026 (two business days prior to the vote at the Meeting). Shareholders who wish to exercise their redemption rights

must do so in accordance with the instructions set forth in the Company’s definitive Proxy Statement/Prospectus, as supplemented,

and should contact their broker or the Company’s transfer agent as soon as possible to ensure that their redemption instructions

are received by the new deadline.

Shareholders who have already submitted a proxy

voting their shares do not need to take any action as a result of the postponement and their proxies will remain valid and will be voted

at the postponed Meeting unless properly revoked. Shareholders who have not yet voted or who wish to change their vote are strongly encouraged

to do so as soon as possible in the manner described in the Company’s proxy materials.

Only holders of record of the Company’s

Class A Ordinary Shares and Class B ordinary shares par value $0.0001 per share (the “Class B Ordinary Shares”),

at the close of business on May 7, 2026 are entitled to notice of and to vote and have their votes counted at the Meeting and any

adjournments thereof.

The Company’s definitive Proxy Statement/Prospectus

and other relevant materials have been filed with the SEC and are available free of charge on the SEC’s website at www.sec.gov.

If you have any questions or need assistance voting

your shares or exercising your redemption rights, please contact the Company’s proxy solicitor:

Sodali & Co.

333 Ludlow Street, 5th Floor

Stamford, CT 06902

Attn: M&A and Activism Advisory Group

Toll Free Telephone: (800) 662-5200

Main Telephone: (203) 658-9400

E-mail: MBAV@info.sodali.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.

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.

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. The Registration Statement was declared effective on May 13,

2026 and the prospectus/proxy statement was first mailed to the Company’s stockholders on May 21, 2026. INVESTORS AND

SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED

OR THAT HAS BEEN FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE THEY 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. Shareholders and other interested

persons are able to obtain free copies of 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 info@reserveone.com.

Participants in the Solicitation

Each of the Company, ReserveOne, ReserveOne Holdings,

Inc., 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 and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking

Statements