425: ReserveOne CEO Touts US Regulatory Clarity, Governance

ReserveOne's CEO, Jaime Leverton, highlighted the strategic advantages of U.S. regulatory clarity and robust governance for digital asset companies at the Milken Institute Asia Summit.

Summary

• M3-Brigade Acquisition V Corp. (M3-Brigade) and ReserveOne, Inc. (ReserveOne) entered into a Business Combination Agreement on July 7, 2025.
• ReserveOne CEO, Jaime Leverton, discussed the company's strategy and the digital asset market at the Milken Institute's Asia Summit on October 3, 2025.
• Leverton emphasized the importance of U.S. regulatory clarity for digital assets, contrasting it with the lack of clarity in Canada, which led to redomiciling Hut 8 and starting ReserveOne in the U.S.
• The decision to establish ReserveOne in the U.S. was driven by the desire for direct access to U.S. capital markets.
• A strong focus on corporate governance is critical, including engaging big-four auditors, which was not feasible for public crypto companies in the past.
• Leverton encouraged Asian regulators to provide similar clarity to attract digital asset companies.

Sentiment

Score: 7

Explanation: The filing conveys a positive sentiment regarding ReserveOne's strategic positioning, particularly its focus on U.S. regulatory clarity and robust corporate governance. These factors are crucial for long-term stability and investor confidence in the volatile digital asset sector. While inherent industry risks are acknowledged, the proactive approach to foundational elements is a strong positive.

Positives

• Improved regulatory clarity in the U.S. for the digital asset ecosystem, facilitating business operations and growth.
• Direct access to U.S. capital markets by establishing ReserveOne in the United States.
• Ability to engage big-four auditors for public crypto companies, indicating increased institutional acceptance and a focus on robust financial oversight.
• Strong emphasis on corporate governance from the outset, aiming to build a solid foundation for the business.

Negatives

• Lack of regulatory clarity and support for the innovation economy in Canada, which necessitated redomiciling a previous company (Hut 8) and starting ReserveOne in the U.S.
• Running a public company in the digital asset space is acknowledged as challenging and 'not for the faint of heart'.
• Initial complexity associated with engaging big-four auditors, despite the long-term benefits.

Risks

• ReserveOne's lack of operating history as an early-stage company and reliance on a business plan to be implemented post-Business Combination.
• Risks related to ReserveOne's anticipated business strategy.
• The Proposed Business Combination may not be completed in a timely manner or at all.
• Failure by the parties to satisfy the conditions to the consummation of the Proposed Business Combination, including M3-Brigade's shareholder approval.
• Failure to realize the anticipated benefits of the Proposed Business Combination.
• Limitations on investments in certain tokens and allocations to yield generation and venture activities under securities laws.
• Outcome of any potential legal proceedings that may be instituted against Pubco, ReserveOne, M3-Brigade, or others following the announcement of the Proposed Business Combination.
• Level of redemptions of M3-Brigade's public shareholders, which may reduce public float, liquidity, or listing of shares.
• Failure of Pubco to obtain or maintain the listing of its securities on any stock exchange.
• Costs related to the Proposed Business Combination and Pubco becoming a public company.
• Changes in business, market, financial, political, and regulatory conditions.
• Risks relating to ReserveOne's anticipated operations and business, including the highly volatile nature of cryptocurrency prices.
• Increased competition in the industries in which ReserveOne will operate.
• Significant legal, commercial, regulatory, and technical uncertainty regarding cryptocurrencies.
• Risks related to the treatment of cryptocurrency and other digital assets for U.S. and non-U.S. tax purposes.
• Difficulties managing growth and expanding operations after the consummation of the Proposed Business Combination.
• Challenges in implementing the business plan due to lack of operating history, operational challenges, significant competition, and regulation.
• Being considered a shell company by any stock exchange or by the SEC.

Future Outlook

ReserveOne expects to implement its business plan upon the consummation of the Proposed Business Combination, focusing on value creation, strategic advantages, and capitalizing on market growth opportunities within the digital asset treasury space. The company anticipates operating in an environment with improved U.S. regulatory clarity and aims for strong financial performance as a public entity.

Management Comments

• "I get to build from scratch this time. It's a nice change. It's much better."
• "One of the lessons learned, Hut 8 was a Canadian company that I eventually redomiciled to the U.S. We don't have regulatory clarity right now in Canada. We don't have support for our innovation economy around this ecosystem."
• "When it came to starting ReserveOne, it really only made sense for us to start the company in the U.S. to have direct access out of the gate to U.S. capital markets."
• "We've seen just a vast improvement in clarity coming out of the change in leadership at a federal level, and then a ton of change we've seen at a regulatory level within the U.S. as well."
• "Running a public company in this space is certainly not for the faint of heart."
• "Governance is very, very important. It's easy to run fast or want to run fast and to kind of have footfalls if you're not really focused on governance."
• "Starting with a big-four auditor, which honestly wasn't even possible when I first got into this space. The big four would not take on publicly traded crypto companies, so it's great that they're there."
• "Critically important to build the right foundation and put that kind of governance forward approach into the business as you build it."
• "Having the benefit of clarity from regulators is really a key foundational element for companies, public companies like ours, to be able to do that."
• "Encouraging that clarity from Asian regulators if you want to attract people to build here, having that clarity so they can set up the right foundation without kind of fear of what could change or what could happen or how interpretations may evolve, I think is critically important."

Industry Context

The digital asset industry continues to mature, with regulatory environments playing a crucial role in business location and strategic decisions. The shift of companies like ReserveOne to the U.S. underscores the growing importance of clear regulatory frameworks for attracting capital and fostering innovation. The increasing involvement of traditional financial institutions, such as big-four auditors, signals a broader institutional acceptance and a move towards more standardized corporate governance within the crypto sector. This trend suggests a push for greater transparency and accountability, aligning the digital asset space more closely with established financial markets.

Corporate Governance

Stakeholder Impact

• Shareholders (M3-Brigade and future Pubco): Will be involved in the proxy solicitation for the business combination and face risks related to the combined entity's performance, liquidity, and listing.
• Employees (ReserveOne): Will transition to working for a public company (Pubco) with a strong emphasis on corporate governance.
• Regulators (U.S. and Asia): U.S. regulators are seen as providing beneficial clarity, while Asian regulators are encouraged to follow suit to attract digital asset businesses.

Next Steps

• Completion of the Proposed Business Combination between M3-Brigade and ReserveOne.
• Filing of the proxy statement/prospectus and other relevant materials with the SEC.
• M3-Brigade's shareholders to approve the Proposed Business Combination.
• Pubco to obtain or maintain the listing of its securities on a stock exchange after the closing of the Proposed Business Combination.

Key Dates

Recommendation

The filing provides a strategic update on an ongoing business combination and highlights ReserveOne's foundational approach to governance and leveraging U.S. regulatory clarity. While the strategic direction and management's experience are positive indicators, the company is still in its early stages with no operating history as a public entity, and the digital asset space carries significant inherent risks. A 'hold' recommendation is appropriate as investors await the completion of the business combination and the commencement of public operations to assess execution and financial performance.

Keywords

Digital Assets, Cryptocurrency, SEC Filing, Business Combination, SPAC, M3-Brigade Acquisition V Corp., ReserveOne, Regulatory Clarity, Corporate Governance, U.S. Capital Markets, Milken Institute, Jaime Leverton