MBAV
Industry:
Capital Markets

DESCRIPTION

M3-Brigade Acquisition V is a SPAC that raised $287.5M in its August 2024 IPO to find and merge with a private company, taking it public. The trust account holding those proceeds has grown to approximately $306.9M as of December 31, 2025. M3-Brigade Acquisition V was formed by executives of M3 Partners, a financial advisory firm, and Brigade Capital Management, a credit-focused investment manager with approximately $27B in assets under management. The sponsor received 7,187,500 founder shares for $25,000 — roughly 20% of post-IPO equity — which convert into real equity if a deal closes, a structure commonly called the "promote." Public shareholders can redeem their shares for approximately $10 plus accrued interest if they dislike the proposed deal. In July 2025, M3-Brigade Acquisition V announced a business combination with ReserveOne, a digital asset company. The deal involves ReserveOne shareholders receiving $25M in Pubco stock, accompanied by a $500M equity PIPE and a $250M convertible note PIPE — making the PIPE, not the trust, the primary capital source. PIPE investors can pay with cash or Bitcoin. The structure suggests ReserveOne is intended as a capital-deployment vehicle in digital assets rather than an established operating business. Ahead of the deal, the sponsor transferred control to a new group led by Chinh Chu, formerly of Blackstone. M3-Brigade Acquisition V must close a deal by August 2, 2026, or return trust funds to shareholders.

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