ReserveOne Advances Nasdaq Listing with Key SEC Filing for SPAC Merger

NEW YORK, NY – February 17, 2026 – Digital asset investment company ReserveOne, Inc. took a significant step today toward becoming a publicly traded entity, announcing the filing of an amended Form S-4 registration statement with the U.S. Securities and Exchange Commission (SEC). The filing is a crucial milestone in its proposed business combination with M3-Brigade Acquisition V Corp. (NASDAQ: MBAV), a special purpose acquisition company (SPAC).

This move signals progress in the SEC's review process, bringing ReserveOne closer to a Nasdaq listing under the proposed ticker symbol “RONE.” The transaction, first announced in July 2025, aims to provide public market investors with a regulated vehicle to gain exposure to a diversified portfolio of cryptocurrencies and blockchain-related ventures. The amended S-4, which follows an initial filing in December 2025, provides updated information on the structure of the deal and the companies involved, paving the way for a shareholder vote at M3-Brigade.

A New Breed of Crypto Treasury

ReserveOne is positioning itself not merely as a corporate holder of digital assets, but as an active manager and investor in the broader crypto ecosystem. The company's mission is to “bridge the trust of public markets with cryptocurrency innovation,” offering a structure that goes beyond the passive holding strategies popularized by firms like MicroStrategy.

Its proposed strategy is multifaceted, anchored by a diversified portfolio of what it deems to be foundational digital assets, including Bitcoin, Ethereum, and Solana. Coinbase is slated to act as the custodian for its secured Bitcoin holdings. Beyond simple ownership, ReserveOne intends to generate additional returns through a variety of yield-generating activities. These include staking its assets to help secure blockchain networks, participating in decentralized finance (DeFi) protocols, and engaging in institutional lending strategies.

Furthermore, a key differentiator is the company's plan to operate a venture investment arm focused on funding promising blockchain infrastructure projects. This hybrid approach—combining asset holding, active yield generation, and venture capital—aims to create a resilient, long-term value proposition for public shareholders.

Bolstering this ambitious vision is a leadership team with deep roots in both crypto and traditional finance. The company will be led by CEO Jaime Leverton, the former chief executive of Bitcoin mining firm Hut 8, and President Sebastian Bea, who previously worked at Coinbase Asset Management. Tether co-founder Reeve Collins is expected to chair the board, lending significant crypto-native credibility. The venture has already attracted a formidable syndicate of institutional backers, including Blockchain.com, Galaxy Digital, Kraken, and Pantera Capital, who have committed $750 million in new funding.

The SPAC Path and a Sponsor's Mixed Past

The vehicle for ReserveOne's public market entry, M3-Brigade Acquisition V Corp., brings its own complex history. The SPAC is sponsored by an affiliate of CC Capital, a private equity firm that also owns ReserveOne. CC Capital and its M3-Brigade affiliates have a varied track record in the SPAC market.

One notable success was the merger that formed Infrastructure and Energy Alternatives Inc. (IEA), which saw significant revenue growth before being acquired by MasTec for $1.1 billion. However, other ventures have been less fruitful. M3-Brigade Acquisition III Corp. merged with oil sands producer Greenfire Resources, whose stock has since performed poorly, while two other sponsored SPACs were either liquidated or had their offerings withdrawn.

This specific SPAC, MBAV, underwent a significant pivot in mid-2025. Originally focused on the energy sector after its August 2024 IPO, its direction changed when a new sponsor group led by private equity veteran Chinh Chu and Reeve Collins took over. This new leadership shifted the SPAC’s focus to the digital asset space, ultimately targeting ReserveOne. While the sponsor change initially caused a stock jump, the subsequent pivot to a crypto treasury strategy saw its premium narrow, reflecting market uncertainty at the time.

As of the end of 2025, MBAV held approximately $306.88 million in its trust account. The merger's success will depend heavily on the number of MBAV shareholders who choose to redeem their shares for cash rather than participate in the combined company, a common risk in SPAC transactions.

Navigating a Shifting Regulatory Gauntlet

ReserveOne's journey to the public markets is unfolding against a backdrop of intense and evolving regulatory scrutiny of the digital asset industry. For years, the SEC has taken a firm, enforcement-led approach, creating a challenging environment for crypto companies seeking to comply with federal securities laws. SPACs have also faced heightened oversight, with regulators demanding greater transparency and investor protections.

However, recent developments suggest a potential softening of the regulatory climate. The SEC's launch of “Project Crypto” under new leadership in 2025 was aimed at promoting blockchain integration and establishing clearer rules for asset classification. This initiative, coupled with the recent dismissal of a digital asset registration case, has been interpreted by some observers as a signal that the agency may be moving toward a more guidance-oriented framework.

Specifically, recent SEC clarifications suggesting that Bitcoin and Ether could be treated as cash equivalents may prove beneficial for treasury-focused SPACs like the one involving ReserveOne, potentially easing concerns related to the Investment Company Act of 1940. Despite these positive signs, significant hurdles remain. The process of satisfying SEC disclosure requirements is arduous and costly, and the inherent volatility of the crypto market adds another layer of risk.

ReserveOne's progress through the SEC review process is therefore being watched closely. A successful listing for 'RONE' could serve as a powerful precedent, creating a more defined pathway for other digital asset companies to access U.S. public markets.

Gauging Investor Appetite in a Volatile Market

The ultimate test for ReserveOne will be the reception it receives from public market investors. The initial announcement of the business combination in July 2025 was met with a cool reception, as MBAV's shares fell in pre-market trading. This reflected a broader investor skepticism toward crypto-related SPAC deals at the time.

Today's S-4 amendment, however, represents tangible progress and a step toward de-risking the transaction from a procedural standpoint. By pursuing a public listing, ReserveOne is offering traditional investors an alternative to direct crypto ownership or Exchange-Traded Products (ETPs). An investment in 'RONE' would represent an equity stake in an operating company with a dynamic, multi-pronged strategy, rather than passive exposure to a single asset's price.

The company’s leadership and prominent backers are banking on the appeal of a professionally managed, diversified, and yield-generating crypto portfolio wrapped in the transparent and regulated structure of a publicly traded U.S. corporation. The successful completion of the merger and the subsequent performance of 'RONE' will serve as a critical bellwether for the future of crypto-focused companies seeking legitimacy and capital on Wall Street.