M3-brigade Acquisition V Corp

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   Approve the Business Combination Agreement among M3-Brigade, ReserveOne, Pubco and the Merger Subs, and the transactions contemplated thereby (the Business Combination).

   More detail

   This proposal asks shareholders to approve the Business Combination Agreement that would effect a business combination between M3‑Brigade and ReserveOne (through Pubco and the Merger Subs), including the related issuances of securities and the Domestication. Management seeks shareholder approval because Cayman law and M3‑Brigade’s organizational documents require an ordinary resolution of shareholders to authorize the Business Combination and related transactions; approval is a condition to closing certain transaction steps. The M3‑Brigade Special Committee, composed of independent and disinterested directors, reviewed the transaction terms, obtained and considered a fairness opinion from Lincoln International, and unanimously recommended approval, while disclosing potential conflicts of interest among insiders and sponsors. The proxy materials stress that the Business Combination Agreement contains representations, warranties, covenants and closing conditions that allocate risk among the parties and that the disclosure schedules contain qualifications typical of negotiated M&A. The Board emphasizes anticipated strategic benefits — combining with ReserveOne to form Pubco and providing capital and an operating platform for ReserveOne’s business — while warning of execution, regulatory, market and crypto‑specific risks and potential dilution to public shareholders. The proposal does not require a separate vote of a majority of unaffiliated public shareholders under the transaction structure, and abstentions and broker non‑votes do not affect the outcome if a quorum is present. The Board’s rationale for recommending a ‘‘FOR’’ vote is grounded in the special committee’s review, Lincoln’s fairness opinion, and the belief that the combination creates a stronger public company with resources to pursue ReserveOne’s strategy. Shareholders are urged to read the Business Combination Agreement and related annexes in full because the agreement’s contractual terms, disclosure schedules and conditions materially affect rights, risk allocation and potential closing outcomes. Finally, the proxy discloses that certain insiders (including the Sponsor) agreed to vote in favor of the transaction and that these relationships and contingent interests were considered by the Special Committee in its evaluation.

2. 2

   The Merger Proposal

   ManagementBoard: FOR

   Approve the merger of M3‑Brigade with and into M3‑Brigade Merger Sub so that M3‑Brigade continues as the surviving entity and becomes a wholly‑owned subsidiary of Pubco (conditioned on approval of the Business Combination Proposal).

   More detail

   This proposal requests shareholder approval to effect the SPAC merger step required to implement the Business Combination, whereby M3‑Brigade will merge with its designated merger subsidiary, resulting in M3‑Brigade becoming a wholly‑owned subsidiary of Pubco. The Merger Proposal is explicitly conditioned upon approval of the Business Combination Proposal and thus is interdependent; if the Business Combination is not approved the Merger Proposal has no practical effect. Management and the special committee recommend a ‘‘FOR’’ vote because the merger is a mechanistic step of the overall transaction structure that effectuates domestication and the post‑Closing corporate form. The proxy explains the vote requirement — a majority of outstanding Ordinary Shares — and clarifies that abstentions and broker non‑votes are treated as votes against the Merger Proposal. The Board considered potential conflicts of interest (insiders and Sponsor commitments) and the special committee obtained a fairness opinion on the economic terms of the Share Consideration, but concluded the combined transaction is in the Company’s and shareholders’ interest. The Merger is described primarily as a corporate reorganization required to effect the Business Combination and Domestication to Delaware and does not itself change the economic terms of consideration; rather, it effectuates the agreed exchange mechanics. Because the Merger is legally required as part of closing mechanics and the parties negotiated closing conditions and allocation of risks in the Business Combination Agreement, the Board views shareholder approval as necessary to enable closing. The materials remind shareholders that certain insiders have agreed to vote in favor of the transaction and that approval thresholds and redemption dynamics may affect the required public shareholder support.

3. 3

   The Advisory Organizational Documents Proposals (Proposals A–F

   ManagementBoard: FOR

   Six separate non‑binding advisory proposals (A–F) asking shareholders to approve specific governance provisions in the Proposed Charter, including director removal only for cause with a 66⅔% threshold; special meeting calling rights limited to board/chair/CEO/President; supermajority amendment thresholds for Articles IV–XII; authorized share capital and dual‑class voting; exclusive forum selection; and related governance items.

   More detail

   This item bundles six separate advisory, non‑binding votes on key governance provisions that will be included in Pubco’s Proposed Charter upon closing: (A) a director removal standard limited to ‘‘for cause’’ with a 66⅔% supermajority; (B) limiting the right to call special meetings to the board, chair or specified officers; (C) imposing a supermajority (66⅔%) threshold to amend core charter articles (Articles IV–XII); (D) establishing a large authorized share capitalization (2 billion shares with a 1B/500M/500M split); (E) adopting a dual‑class voting structure (Class A = 1 vote; Class B = 10 votes); and (F) adopting an exclusive forum provision selecting Delaware courts for most intra‑company disputes. Management is presenting these as advisory votes to comply with SEC guidance and to solicit shareholder views; the votes are expressly non‑binding and the proxy materials state that Pubco and M3‑Brigade intend the Proposed Charter to take effect upon Closing regardless of the advisory outcome. The Board argues these provisions will enhance continuity of management and governance, protect long‑term strategy from short‑term pressures, reduce the risk of opportunistic control contests, accommodate corporate finance and capital structure flexibility, and align Pubco’s governance with typical public Delaware operating companies. Opposing considerations include that supermajority amendment thresholds, restricted special meeting rights, dual‑class voting and exclusive forum clauses entrench incumbent management, limit shareholder rights and could deter activists or potential acquirers, thereby potentially reducing takeover‑related value realization. The proxy clearly discloses the advisory nature of the votes and the Board’s rationale — continuity, strategic stability, and Delaware forum advantages — while also disclosing potential conflicts of interest and the non‑binding status; shareholders should view these proposals through the lens of trade‑offs between governance protections and shareholder flexibility. Given the non‑binding nature, the substantive legal effect depends on Pubco’s adoption and filing of the Proposed Charter at closing, and investors should consider how each subproposal would change governance rights, amendment difficulty, and voting power post‑closing. The Board recommends ‘‘FOR’’ each advisory subproposal but the materials caution that the Business Combination is not conditioned on approval of the advisory votes and Pubco intends the Proposed Charter to take effect at Closing in any event.

4. 4

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve, by ordinary resolution, adjourning the Extraordinary General Meeting to a later date or dates if necessary or desirable to permit further solicitation and voting (at the Board's determination).

   More detail

   This proposal seeks shareholder authorization to permit the M3‑Brigade Board to adjourn the Extraordinary General Meeting to a later date or dates if the Board determines it is necessary or desirable — for example, to permit further solicitation of proxies where there are insufficient votes to approve the Business Combination or Merger Proposals. The Adjournment Proposal is procedural and is not conditioned on any other proposal; its approval requires an ordinary resolution by a majority of Ordinary Shares present and voting. Management recommends a ‘‘FOR’’ vote as a pragmatic measure to preserve flexibility to complete the transaction process rather than risk failure for lack of time to solicit additional votes, and the proxy notes that abstentions and broker non‑votes will have no effect on this proposal. If approved, the Board would have the authority to reschedule the meeting within applicable legal limits to pursue additional solicitations, supplemental disclosure if required, or to wait for resolution of outstanding closing conditions. Opponents might argue that repeated adjournments could be used to pressure shareholders or extend timelines unduly, but the proxy materials state the Board will not adjourn beyond dates permitted under the governing documents and applicable law. The Board’s recommendation reflects its view that the adjournment authority protects shareholder value by enabling the Company to complete the Business Combination if support is close but not yet sufficient. The resolution language is short and narrowly framed to permit adjournment “if necessary or desirable, as determined by the M3‑Brigade Board,” and the materials explain the mechanics, vote thresholds and consequences for shareholders and redemptions in the event of adjournment.

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When is the M3-brigade Acquisition V Corp 2026 special meeting?

M3-brigade Acquisition V Corp (MBAV) holds its 2026 special shareholder meeting on Monday, June 15, 2026.

What is the record date for the M3-brigade Acquisition V Corp 2026 meeting?

The record date for the M3-brigade Acquisition V Corp 2026 meeting is Thursday, May 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for M3-brigade Acquisition V Corp's 2026 meeting?

The board is presenting 7 director nominees at the M3-brigade Acquisition V Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the M3-brigade Acquisition V Corp 2026 meeting?

Shareholders will vote on 4 proposals at the M3-brigade Acquisition V Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.