M3-Brigade Acquisition V Corp. 8-K

What Happened
M3‑Brigade Acquisition V Corp. (MBAV) announced on June 12, 2026 that it and ReserveOne, Inc. mutually agreed to terminate their Business Combination Agreement (BCA) effective June 12, 2026. The termination caused related PIPE, convertible note and sponsor support subscription agreements to terminate. MBAV simultaneously entered into a set of new agreements to raise funding, obtain voting support and seek shareholder approval to extend its deadline to complete an initial business combination by 12 months (from August 2, 2026 to August 2, 2027).

Key Details

• Termination effective June 12, 2026; related Subscription Agreements terminated as a result. MBAV and ReserveOne withdrew the Form S‑4 declared effective May 13, 2026.
• Securities Purchase Agreements: Sponsor agreed to convert and sell 4,279,279 Class A shares to investors at $3.33/share, for aggregate gross proceeds of $14,250,000 (funds placed in escrow pending closing).
• Sponsor may use part of those proceeds to loan up to $4,000,000 to the Company to pay accrued “Covered Expenses.” If the purchase transactions don’t close by August 2, 2026, investors may terminate and receive escrowed funds back.
• Voting and Non‑Redemption Agreements: certain shareholders agreed not to redeem up to ~16,000,000 Class A shares and to vote for proposed amendments; Sponsor will transfer up to 8,000,000 private placement warrants in consideration.
• Proposed shareholder vote (proxy filing to follow) will seek Amendments to the Articles to: extend the SPAC deadline to Aug 2, 2027; allow withdrawal of up to $0.10 per public Class A share not redeemed (with $1,000,000 allocated to working capital and any excess to Covered Expenses); change the company name to Velos Acquisition I Corp.; and remove a fairness‑opinion requirement.

Why It Matters
For investors, the termination of the ReserveOne merger ends the planned business combination and related financing arrangements, but the new agreements aim to provide MBAV short‑term funding and reduce potential redemptions so the SPAC can continue seeking a deal. The sponsor sale of Founder shares and potential $4M sponsor loan are intended to fund operating and accrued expenses; however, these transactions require shareholder approval of the Articles amendments and closing conditions. If shareholders do not approve or the new financings do not close by August 2, 2026, the investor funds in escrow may be returned and the company will face the original August 2, 2026 deadline.