{"url_path":"/sec/mbavw/8-k/2026-06-10/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2016072/0001213900-26-067344-index.html","accession_number":"0001213900-26-067344","cik":"0002016072","ticker":"MBAV","issuer_name":"Velos Acquisition I Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2016072/0001213900-26-067344-index.html","primary_entity_key":"0002016072","primary_entity_name":"M3-Brigade Acquisition V Corp."},"word_count":2175,"has_tables":true,"body_markdown":"Item 8.01.  Other Events.\n\n** **\n\nPostponement of Meeting – Additional Definitive Proxy Solicitation\nMaterials\n\n \n\nOn June 10, 2026, M3-Brigade Acquisition V Corp.\n(the “**Company**”) announced that it has postponed its extraordinary general meeting of shareholders (the “**Meeting**”)\nto consider and vote on the previously announced proposed business combination (the “**Business Combination**”) between\nthe Company and ReserveOne, Inc., a Delaware corporation (“**ReserveOne**”).\n\n \n\nThe Meeting, which was originally scheduled to\nbe 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.\nEastern Time. The Meeting location has not changed and will continue to be held at the office of Troutman Pepper Locke LLP, located at\n875 Third Ave, 17th Floor, New York, New York 10022, and simultaneously via live webcast at *https://www.cstproxy.com/m3brigadev/2026*.\n\n \n\nThe record date for the Meeting\nremains 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\nrecommendations of the Company’s board of directors with respect to the proposals to be considered at the Meeting.\n\n \n\nThe Company has decided to\npostpone the Meeting to provide its shareholders with additional time to consider the Business Combination and the proposals described\nin the Company’s definitive proxy statement/prospectus and to allow shareholders additional time to submit their proxies and for\nthe Company to continue its outreach to shareholders whose votes have not yet been received.\n\n \n\nIn connection with the postponement of the Meeting,\nthe Company is also extending the deadline for holders of the Company’s Class A ordinary shares, par value $0.0001 per share\n(“**Class A Ordinary Shares**”), sold in the Company’s initial public offering (the “**Public Shares**”)\nto exercise their redemption rights. The deadline for holders of the Company’s Public Shares to submit redemption requests to the\nCompany’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\nTime, on June 16, 2026 (two business days prior to the vote at the Meeting). Shareholders who wish to exercise their redemption rights\nmust do so in accordance with the instructions set forth in the Company’s definitive proxy statement/prospectus, as supplemented,\nand should contact their broker or the Company’s transfer agent as soon as possible to ensure that their redemption instructions\nare received by the new deadline.\n\n \n\nShareholders who have already\nsubmitted a proxy voting their shares do not need to take any action as a result of the postponement and their proxies will remain valid\nand will be voted at the postponed Meeting unless properly revoked. Shareholders who have not yet voted or who wish to change their vote\nare strongly encouraged to do so as soon as possible in the manner described in the Company’s proxy materials.\n\n \n\nA copy of the press release issued by the Company on June 10, 2026\nannouncing the postponement of the Meeting and the extension of the redemption deadline is filed as Exhibit 99.1 to this Current Report\non Form 8-K and is incorporated herein by reference. \n\n \n\n1\n\n \n\nAdditional Information and Where to Find It\n\n \n\nIn connection with the proposed business combination\namong the Company, ReserveOne, Inc. (“**ReserveOne**”), ReserveOne Holdings, Inc. (“**Pubco**”) and certain\nother parties (the “**Business Combination**”), Pubco and ReserveOne have filed with the Securities and Exchange Commission\n(**“SEC**”) a registration statement on Form S-4 (as may be amended or supplemented from time to time, the “Registration\nStatement”), which includes a preliminary proxy statement of the Company and a prospectus in connection with the Business Combination\nas well as other relevant documents concerning the Business Combination. The Registration Statement was declared effective on May 13,\n2026 and the prospectus/proxy statement was first mailed to the Company’s stockholders on May 21, 2026. INVESTORS AND\nSHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED\nOR THAT HAS BEEN FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. HOWEVER, THIS\nDOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE BUSINESS COMBINATION. IT IS ALSO NOT INTENDED TO\nFORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. Shareholders and other interested\npersons are able to obtain free copies of the definitive proxy statement, the Registration Statement and other documents filed by the\nCompany with the SEC containing information about the Company, Pubco and/or ReserveOne that will be incorporated by reference therein,\nwithout charge at the SEC’s website at www.sec.gov. The Company’s shareholders will also be able to obtain a copy of such\ndocuments, without charge, from the Company by directing a written request to: M3-Brigade Acquisition V Corp., 1700 Broadway, 19th Floor,\nNew York, New York 10019, or from ReserveOne by directing a request to info@reserveone.com.\n\n** **\n\n**Participants in the Solicitation**\n\n \n\nEach of the Company, ReserveOne, ReserveOne Holdings,\nInc., and their respective directors executive officers and certain other members of management and employees may be deemed under SEC\nrules to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Business Combination.\nInformation regarding the persons who may be considered participants in the solicitation of proxies in connection with the Business Combination,\nincluding a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus\nand other relevant materials filed or that will be filed with the SEC. Information regarding the directors and executive officers of the\nCompany 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](https://www.sec.gov/Archives/edgar/data/2016072/000101376225004061/ea0235010-10k_m3briga5.htm#M_019) and (ii)\nthe Company’s Current Reports on Form 8-K filed with the SEC. Information regarding the identity of all potential participants,\nand their direct and indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other\nrelevant materials filed with the SEC. These documents can be obtained free of charge from the sources indicated above.\n\n \n\nNo Offer or Solicitation\n\n \n\nThis communication is for informational purposes\nonly and is not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe\nfor, 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\npursuant to or in connection with the Business Combination or otherwise, nor will there be any sale, issuance or transfer of securities\nin any jurisdiction in contravention of applicable law. No offer of securities will be made except by means of a prospectus meeting the\nrequirements of Section 10 of the Securities Act of 1933, as amended and otherwise in accordance with applicable law.\n\n \n\n2\n\n \n\nCautionary Statement Regarding Forward-Looking Statements\n\n \n\nCertain statements herein and the documents incorporated herein by\nreference may constitute “forward-looking statements”, which statements involve inherent risks and uncertainties.\n\n \n\nExamples of forward-looking statements include, but are not limited\nto, statements with respect to the Business Combination. Such statements include expectations, hopes, beliefs, intentions, plans, prospects,\nfinancial results of strategies regarding the Company, ReserveOne, Pubco, the Business Combination and statements regarding the anticipated\nbenefits and timing of the completion of the Business Combination, the price and volatility of cryptocurrencies, the growing prominence\nof cryptocurrencies, the macro and political conditions surrounding cryptocurrencies, plans and use of proceeds, objectives of management\nfor future operations of the Company, ReserveOne and Pubco, expected operating costs of Pubco, the Company, ReserveOne and their respective\nsubsidiaries, the upside potential and opportunity for investors, the Company’s plan for value creation and strategic advantages,\nmarket site and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business\nstrategies, technological and market trends, future financial condition and performance and expected financial impacts of the Business\nCombination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of the Company’s public\nshareholders, and ReserveOne’s and Pubco’s expectations, intentions, strategies, assumptions or beliefs about future events,\nresults at operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally\nare identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”\n“intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,”\n“may,” “should,” “will,” “would,” “will be,” “will continue,”\n“will likely result,” and similar expressions. Forward-looking statements are based on assumptions as of the time they are\nmade and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood\nand degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such\nforward-looking statements. Such risks, uncertainties and assumptions, include, but are not limited to: (i) the risk that the Business\nCombination may not be completed in a timely manner or at all; (ii) the risk related to ReserveOne’s lack of operating history as\nan early-stage company; (iii) risks related to ReserveOne’s anticipated business plan and strategy that ReserveOne expects to implement\nupon consummation of the Business Combination, including the risk that ReserveOne’s business strategy may change significantly in\nthe future, including moving away from its currently intended focus on crypto-related activities; (iv) the failure by the parties to satisfy\nthe conditions to the consummation of the Business Combination, including the approval of the Company’s shareholders; (v) the failure\nto realize the anticipated benefits of the Business Combination; (vi) the limitations on ReserveOne’s investments in certain tokens\nand allocations to yield generation and venture activities under securities laws; (vii) the outcome of any potential legal proceedings\nthat may be instituted against Pubco, ReserveOne, the Company or others following announcement of the Business Combination; (viii) the\nlevel of redemptions of the Company’s public shareholders which may reduce the public float of, reduce the liquidity of the trading\nmarket of, and/or maintain the quotation, listing, or trading of the Company’s class A ordinary shares or the Pubco’s class\nA 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\nclass A common stock will be listed after closing of the Business Combination; (x) costs related to the Business Combination and as a\nresult of Pubco becoming a public company; (xi) changes in business, market, financial, political and regulatory conditions; (xii) risks\nrelating to ReserveOne’s anticipated operations and business, including the highly volatile nature of the price of cryptocurrencies;\nrisks related to increased competition in the industries in which ReserveOne will operate; (xiii) risks relating to significant legal,\ncommercial, regulatory and technical uncertainty regarding cryptocurrencies; risks related to the treatment of cryptocurrency and other\ndigital assets for U.S. and federal, state, local and non-U.S. tax purposes; (xiv) risks that after consummation of the Business Combination,\nReserveOne experiences difficulties managing its growth and expanding operations; (xv) challenges in implementing the business plan, due\nto lack of an operating history, operational challenges, significant competition and regulation; (xvi) being considered to be a “shell\ncompany” by any stock exchange or by the SEC; and (xvii) those risk factors discussed in documents of the Company or Pubco filed,\nor to be filed, with the SEC.\n\n \n\n3\n\n \n\nThe foregoing list of risk factors is not exhaustive. You should carefully\nconsider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section in the Company’s\nfinal 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,\nand our Annual Report on Form 10-K and the proxy statement/prospectus that will be filed by the Company and Pubco, and other documents\nfiled 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\n5, 2025, as may be amended or supplemented from time to time. These filings do or will identify and address other important risks and\nuncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.\nThere may be additional risks that neither the Company, ReserveOne or Pubco presently know or currently believe are immaterial that could\nalso cause actual results to differ from those contained in the forward-looking statements.\n\n \n\nForward-looking statements speak only as of the date they are made.\nReaders are cautioned not to put undue reliance on forward-looking statements, and except as otherwise required by applicable law, none\nof the parties or any of their representatives assumes any obligation and does not intend to update or revise these forward-looking statements,\nwhether as a result of new information, future events, or otherwise. None of the parties or any of their representatives gives any assurance\nthat any of the Company, ReserveOne or Pubco will achieve its expectations. The inclusion of any statement in this Current Report on Form\n8-K does not constitute an admission by ReserveOne, Pubco, the Company or any other person that the events or circumstances described\nin such statement are material."}