UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42171 M3-BRIGADE ACQUISITION V CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction ...

Core Viewpoint - ReserveOne Inc. has announced a definitive business combination agreement with M3-Brigade Acquisition V Corp, marking a significant step towards establishing a digital asset management firm focused on cryptocurrencies, particularly Bitcoin [1][3]. Company Overview - ReserveOne is a digital asset management firm that will manage a diverse portfolio of cryptocurrencies, primarily Bitcoin, and aims to generate yield through institutional staking and lending [2][11]. - The firm is expected to be strategically aligned with the future U.S. Strategic Bitcoin Reserve and Digital Asset Stockpile [11]. Financial Highlights - The transaction is projected to yield over $1.0 billion in gross proceeds, including approximately $297.7 million from M3-Brigade's trust account and $750 million in committed capital from institutional investors [3]. - The committed capital consists of $500 million in common equity and warrants, along with $250 million in convertible notes [3]. Leadership Team - Jaime Leverton, an industry veteran and former CEO of Hut 8, will lead ReserveOne as CEO [4]. - Sebastian Bea will serve as President and Head of Investment, bringing extensive experience from Coinbase Asset Management and other global investment firms [4]. Board of Directors - The board is expected to include notable figures such as Reeve Collins, Wilbur Ross, and Gabriel Abed, enhancing the firm's credibility and strategic direction [5][9]. Strategic Vision - ReserveOne aims to set a new standard for regulated crypto investing, focusing on responsible innovation and financial inclusion [6][7]. - The firm plans to provide institutional-grade access to a diversified digital asset portfolio, catering to a wide range of investors [8]. Partnerships and Custodianship - ReserveOne will collaborate with strategic partners like Galaxy Digital and Kraken, with Coinbase serving as the custodian for its secured Bitcoin holdings [8]. Market Positioning - The firm is positioned to bridge traditional finance with decentralized value, aiming to unlock shareholder value through a disciplined approach to digital asset management [7][9].

Company Overview - M3-Brigade Acquisition V Corp. has completed a transaction where MI7 Sponsor, LLC, along with Reeve Collins, purchased 7,187,500 Class B ordinary shares and 5,043,750 private placement warrants for a total of $6,467,500 [1] - Following the transaction, M3-Brigade plans to seek a business combination target in the digital assets industry and intends to change its name to CCRC Digital Assets Corp. [2] Leadership Changes - Reeve Collins, co-founder of Tether, has been appointed as the Chief Executive Officer, while Chinh Chu from CC Capital has been named President [3] - New board members include Thomas L. Fairfield and Edward Murphy, both of whom bring extensive experience in finance and strategic consulting [6] Industry Focus - The company aims to focus on digital assets, leveraging Collins' background in the space, including his role in co-founding Tether and BLOCKv, which are significant players in the digital asset and NFT markets [4] - CC Capital, led by Chinh Chu, has a history of creating SPACs and investing in high-quality businesses, which aligns with M3-Brigade's strategic direction [5][8]

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company, a blank check entity, reported a Q1 2025 net income of $2.91 million from interest earned on its Trust Account [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets grew to $298.9 million by March 31, 2025, driven by interest income, with a total shareholders' deficit of $13.1 million Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $818,638 | $821,188 | | Investments held in Trust Account | $297,702,371 | $294,617,243 | | **Total Assets** | **$298,857,805** | **$295,809,536** | | **Liabilities & Equity** | | | | Total Liabilities | $14,262,706 | $14,127,705 | | Class A ordinary shares subject to possible redemption | $297,702,371 | $294,617,243 | | Total Shareholders' Deficit | ($13,107,272) | ($12,935,412) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company generated a net income of $2.91 million in Q1 2025 from trust account interest, offsetting administrative costs Statement of Operations Summary (Unaudited) | Item | Three Months Ended March 31, 2025 | Period from March 12, 2024 (Inception) to March 31, 2024 | | :--- | :--- | :--- | | General and administrative costs | $171,860 | $15,874 | | Interest earned on investments held in Trust Account | $3,085,128 | $0 | | **Net Income (Loss)** | **$2,913,268** | **($15,874)** | | Basic and diluted net income per share, Class A | $0.08 | N/A | | Basic and diluted net income (loss) per share, Class B | $0.08 | ($0.00) | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) The shareholders' deficit widened to $13.11 million due to share accretion, which was partially offset by net income - The shareholders' deficit increased to **$(13,107,272)** at March 31, 2025, from $(12,935,412) at December 31, 2024[17](index=17&type=chunk) - The change in deficit for Q1 2025 was driven by a **$3,085,128 accretion for Class A ordinary shares** to redemption amount and a net income of **$2,913,268**[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $2,550 for the quarter, resulting in a slight decrease in the company's cash balance Cash Flow Summary (Unaudited) | Cash Flow Item | Three Months Ended March 31, 2025 | | :--- | :--- | | Net income | $2,913,268 | | Adjustments (incl. interest earned on Trust) | ($3,000,028) | | **Net cash used in operating activities** | **($2,550)** | | Cash – Beginning of period | $821,188 | | **Cash – End of period** | **$818,638** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The company is a blank check entity formed for a business combination, with IPO proceeds held in a trust account - The Company is a blank check company incorporated on March 12, 2024, for the purpose of effecting a **business combination**[23](index=23&type=chunk) - On August 2, 2024, the Company consummated its IPO of 28,750,000 units at $10.00 per unit, generating gross proceeds of **$287,500,000**[25](index=25&type=chunk) - The company has a **24-month window** from the closing of the IPO to complete an initial Business Combination[29](index=29&type=chunk) - On April 4, 2025, the Company repaid M3 Partners **$378,757** of outstanding advances[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company has no operations, generating $2.9 million in Q1 2025 net income solely from its $297.7 million Trust Account - The company's only activities from inception through March 31, 2025, were organizational, preparing for the IPO, and identifying a target company for a **Business Combination**[119](index=119&type=chunk) - As of March 31, 2025, the company had **$818,638 in cash** for operations and **$297,702,371 in marketable securities** held in the Trust Account[124](index=124&type=chunk)[125](index=125&type=chunk) - The company has **no off-balance sheet arrangements**[128](index=128&type=chunk) Q1 2025 Financial Highlights | Metric | Value | | :--- | :--- | | Net Income | $2,913,268 | | Interest Earned on Trust Account | $3,085,128 | | General & Administrative Costs | $171,860 | [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company is a smaller reporting company - **Disclosure about market risk is not required** for smaller reporting companies[133](index=133&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of the quarter-end - The Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2025[135](index=135&type=chunk) - There were **no changes in internal control** over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[136](index=136&type=chunk) Part II. Other Information [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[138](index=138&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported, though market volatility from US policy changes remains a concern - There have been **no material changes** to the risk factors disclosed in the Annual Report on Form 10-K filed on March 28, 2025[138](index=138&type=chunk) - **Volatility and disruption** from U.S. economic and strategic policies could adversely affect the company's search for an initial Business Combination[138](index=138&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales occurred during the quarter, and the use of IPO proceeds remains unchanged - Simultaneously with the IPO closing, the company sold **8,337,500 Private Placement Warrants** to the Sponsor at $1.00 per warrant, generating gross proceeds of **$8,337,500**[139](index=139&type=chunk) - There has been **no material change** in the planned use of proceeds from the Initial Public Offering[140](index=140&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None**[142](index=142&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - **Not applicable**[142](index=142&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None**[142](index=142&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) The report lists officer certifications and Inline XBRL documents as filed exhibits - Exhibits filed include **Certifications of the Principal Executive Officer and Principal Financial Officer** pursuant to Sarbanes-Oxley Act Sections 302 and 906[144](index=144&type=chunk) - **Inline XBRL data files** are also included as exhibits[144](index=144&type=chunk) Signatures [Signatures](index=32&type=section&id=Signatures) The report was duly signed by the Executive Chairman and Chief Financial Officer on May 13, 2025 - The report is signed by **Mohsin Y. Meghji** (Principal Executive Officer) and **Eric Greenhaus** (Principal Financial and Accounting Officer)[150](index=150&type=chunk)[151](index=151&type=chunk)

[Part I](index=7&type=section&id=PART%20I) [Business](index=7&type=section&id=Item%201.%20Business.) M3-Brigade Acquisition V Corp. is a blank check company formed to complete a business combination within 24 months of its August 2024 IPO - The company is a blank check company formed for business combinations, established by executives from M3 Partners and Brigade Capital Management[21](index=21&type=chunk)[22](index=22&type=chunk) - Management has prior SPAC experience, including M III Acquisition Corp. which merged with IEA (acquired by MasTec for **$1.1 billion**) and M3-Brigade Acquisition III Corp. with Greenfire Resources in a **$950 million** transaction[23](index=23&type=chunk) Initial Public Offering (IPO) Details | Metric | Value | | :--- | :--- | | IPO Date | August 2, 2024 | | Units Offered | 28,750,000 (including full over-allotment) | | Price per Unit | $10.00 | | Gross Proceeds | $287,500,000 | | Amount Placed in Trust Account | $288,937,500 ($10.05 per Unit) | - The company must complete an initial business combination within **24 months** of IPO closing or liquidate and redeem all public shares[61](index=61&type=chunk) - The target's fair market value must be at least **80%** of Trust Account assets, with the company acquiring a controlling interest of **50% or more** voting securities[33](index=33&type=chunk)[35](index=35&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors.) The company faces significant risks related to business combination completion, post-combination operations, foreign markets, management, and its securities [Risks Related to the Business Combination Process](index=19&type=section&id=Risks%20Relating%20to%20our%20Search%20for%2C%20and%20Consummation%20of%20or%20Inability%20to%20Consummate%2C%20a%20Business%20Combination) Key risks involve completing a combination without shareholder vote, the 24-month deadline, intense competition, and external market volatility - The company may complete an initial business combination without a shareholder vote, limiting shareholder influence to redemption rights[73](index=73&type=chunk)[76](index=76&type=chunk) - The **24-month** business combination deadline grants targets negotiating leverage and may limit due diligence time[82](index=82&type=chunk) - External events like geopolitical unrest, pandemics, and market volatility may materially affect the search for and consummation of a target transaction[86](index=86&type=chunk)[87](index=87&type=chunk)[123](index=123&type=chunk) - Significant competition from other SPACs and private equity groups could increase acquisition costs or prevent finding a suitable target[100](index=100&type=chunk)[169](index=169&type=chunk) [Risks Related to the Post-Business Combination Company](index=48&type=section&id=Risks%20Relating%20to%20the%20Post-Business%20Combination%20Company) Post-combination risks include asset write-downs, key personnel resignations, and potential loss of management control over the target business - The company may incur asset write-downs or impairment charges post-combination, negatively impacting financial condition and stock price[170](index=170&type=chunk) - A minority interest for original shareholders post-combination could lead to a loss of management control over the target business[172](index=172&type=chunk) - Target company management may lack public company experience, negatively impacting post-combination profitability and operations[173](index=173&type=chunk) [Risks of Acquiring and Operating a Foreign Business](index=50&type=section&id=Risks%20Relating%20to%20Acquiring%20and%20Operating%20a%20Business%20in%20Foreign%20Countries) Acquiring a foreign business introduces risks like currency fluctuations, complex tax and legal systems, political instability, and enforcement challenges - Acquiring a non-U.S. target introduces risks including currency fluctuations, complex tax/legal systems, tariffs, political instability, and cultural differences[178](index=178&type=chunk)[180](index=180&type=chunk) - Reincorporation into another jurisdiction post-combination could result in adverse tax consequences for shareholders and warrant holders[182](index=182&type=chunk) - Operating in countries with unpredictable legal systems may hinder enforcement of rights, leading to significant business losses[191](index=191&type=chunk)[194](index=194&type=chunk) [Risks Related to the Management Team](index=54&type=section&id=Risks%20Relating%20to%20our%20Management%20Team) Management's other commitments and financial incentives create potential conflicts of interest regarding time allocation and target selection - Officers and directors are not full-time, leading to potential conflicts of interest and limited time for business combination efforts[201](index=201&type=chunk) - Management's obligations to other entities may lead to business opportunities being presented elsewhere first[202](index=202&type=chunk) - Sponsor, officers, and directors face total loss of investment if no business combination occurs, creating a conflict of interest regarding deal completion[144](index=144&type=chunk)[147](index=147&type=chunk) [Risks Related to Securities](index=56&type=section&id=Risks%20Relating%20to%20our%20Securities) Securities risks include Nasdaq delisting, significant dilution from founder shares, limited shareholder rights, and warrant redemption or amendment - The company's securities may be delisted from Nasdaq for failing to meet listing requirements, reducing liquidity and trading[210](index=210&type=chunk) Illustrative Dilution of Public Shares | Metric | Value | | :--- | :--- | | Public Shareholders' Investment per Share | $10.00 | | Sponsor's Investment per Founder Share | $0.004 | | Initial Implied Value per Public Share | $9.78 | | Implied Value per Share Post-Combination (Illustrative) | $7.83 | | Decrease from Initial Implied Value | ~19.95% | - As a Cayman Islands company, investors may face difficulty protecting interests or enforcing U.S. court judgments against the company or its management[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) - Warrant terms may be amended with **50%** holder approval, potentially adversely affecting other holders[232](index=232&type=chunk) [General Risk Factors](index=66&type=section&id=General%20Risk%20Factors) General risks include PFIC classification, reduced disclosure as an emerging growth company, and substantial doubt about going concern status - The company may be classified as a Passive Foreign Investment Company (PFIC), leading to adverse U.S. federal income tax consequences for investors[254](index=254&type=chunk) - As an emerging growth company, the company utilizes disclosure exemptions, potentially making its securities less attractive[258](index=258&type=chunk) - Management has substantial doubt about the company's going concern ability due to no operating history and mandatory liquidation if no business combination occurs[267](index=267&type=chunk)[270](index=270&type=chunk) [Unresolved Staff Comments](index=72&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[271](index=271&type=chunk) [Cybersecurity](index=72&type=section&id=Item%201C.%20Cybersecurity.) As a blank check company, cybersecurity risks stem from third-party reliance, with oversight provided by the board of directors - The company has no direct cybersecurity threats but relies on third-party digital technologies and their security measures[272](index=272&type=chunk) - No dedicated cybersecurity personnel or processes exist; oversight falls under the board of directors' general risk oversight[272](index=272&type=chunk) [Properties](index=72&type=section&id=Item%202.%20Properties.) The company does not own or lease properties, utilizing executive office space provided by an M3 Partners affiliate at no cost - The company maintains executive offices at 1700 Broadway, New York, NY, provided by M3 Partners at no cost[273](index=273&type=chunk) [Legal Proceedings](index=72&type=section&id=Item%203.%20Legal%20Proceedings.) As of December 31, 2024, no material litigation or governmental proceedings were pending against the company or its management - To management's knowledge, no material litigation was pending against the company as of December 31, 2024[274](index=274&type=chunk) [Mine Safety Disclosures](index=72&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company's business - Not applicable[275](index=275&type=chunk) [Part II](index=73&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=73&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) Information on the company's Nasdaq-listed securities, record holders, and dividend policy, with no dividends paid to date Market Information | Security | Symbol | | :--- | :--- | | Units | MBAVU | | Class A Ordinary Shares | MBAV | | Warrants | MBAVW | - As of December 31, 2024, there was **one** holder of record for most securities and **three** for Private Placement Warrants[278](index=278&type=chunk) - The company has not paid cash dividends and does not intend to prior to an initial business combination[279](index=279&type=chunk) [Reserved](index=73&type=section&id=Item%206.%20Reserved.) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=73&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The blank check company reported **$5.2 million** net income from Trust Account interest, with **$294.6 million** in trust and **$821,188** cash as of December 31, 2024 Results of Operations (For the period from March 12, 2024 to December 31, 2024) | Metric | Value (USD) | | :--- | :--- | | Interest Earned on Trust Account | $5,679,743 | | General and Administrative Costs | ($453,416) | | **Net Income** | **$5,226,327** | Liquidity and Capital Resources (as of December 31, 2024) | Item | Value (USD) | | :--- | :--- | | Cash (Working Capital) | $821,188 | | Investments Held in Trust Account | $294,617,243 | - The Sponsor may provide up to **$1,500,000** in Working Capital Loans, convertible into private placement warrants at **$1.00** per warrant[292](index=292&type=chunk) - The company has no off-balance sheet arrangements, long-term debt, or capital lease obligations[294](index=294&type=chunk)[295](index=295&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=77&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Disclosure is not required as the company qualifies as a smaller reporting company - Disclosure is not required as the company qualifies as a smaller reporting company[300](index=300&type=chunk) [Financial Statements and Supplementary Data](index=77&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the company's audited financial statements and related notes, included after Item 15 - The company's financial statements are included by reference and appear after Item 15 of the report[300](index=300&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=77&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[301](index=301&type=chunk) [Controls and Procedures](index=77&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded disclosure controls were effective as of December 31, 2024, with no material changes to internal controls reported - The CEO and CFO concluded the company's disclosure controls and procedures were effective as of December 31, 2024[303](index=303&type=chunk) - A management report on internal control over financial reporting is not included due to the transition period for newly public companies[304](index=304&type=chunk) [Other Information](index=78&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[306](index=306&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=78&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to the company - Not applicable[307](index=307&type=chunk) [Part III](index=79&type=section&id=Part%20III) [Directors, Executive Officers and Corporate Governance](index=79&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) Details leadership, governance, and board composition, highlighting management's experience, committee structures, and potential conflicts of interest Directors and Executive Officers | Name | Position | | :--- | :--- | | Mohsin Y. Meghji | Executive Chairman of the Board of Directors | | Matthew Perkal | Chief Executive Officer and Director | | Eric Greenhaus | Chief Financial Officer | | Chris Chaice | Executive Vice President | | Charles Garner | Executive Vice President and Secretary | | Fred Arnold | Director | | Benjamin Fader-Rattner | Director | - The board has **two** independent directors out of **four** total members, with plans to appoint more for Nasdaq compliance[317](index=317&type=chunk) - The company established Audit and Compensation Committees, both with independent directors, and Mr. Arnold chairs the Audit Committee as a financial expert[319](index=319&type=chunk)[320](index=320&type=chunk)[321](index=321&type=chunk) - Significant conflicts of interest exist due to officers' and directors' other fiduciary duties and the company's renunciation of corporate opportunities[336](index=336&type=chunk)[341](index=341&type=chunk) [Executive Compensation](index=88&type=section&id=Item%2011.%20Executive%20Compensation.) No cash compensation has been paid to executive officers or directors, though out-of-pocket expenses are reimbursed - No executive officers or directors have received cash compensation for services rendered to the company[345](index=345&type=chunk) - Sponsor, executive officers, and directors are reimbursed for out-of-pocket expenses incurred on the company's behalf[345](index=345&type=chunk) - Post-business combination, remaining directors or management may receive fees, but no current arrangements exist[346](index=346&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=88&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters.) Details beneficial ownership of ordinary shares as of March 25, 2025, with the Sponsor owning **20%** of total voting power Beneficial Ownership as of March 25, 2025 | Beneficial Owner | Approximate Percentage of Total Voting Power | | :--- | :--- | | M3-Brigade Sponsor V LLC | 20.0% | | All officers and directors as a group (8 individuals) | 20.0% | | Magnetar Financial LLC | 8.5% | | The Goldman Sachs Group, Inc. | 6.9% | | Picton Mahoney Asset Management | 6.5% | | Ramya Rao | 6.5% | | Polar Asset Management Partners Inc. | 6.5% | | First Trust Merger Arbitrage Fund | 5.7% | | MM Asset Management Inc. | 5.5% | | HGC Investment Management Inc | 5.2% | | AQR Capital Management, LLC | 5.2% | [Certain Relationships and Related Transactions, and Director Independence](index=91&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Describes related party transactions, including Sponsor's purchase of founder shares and private placement warrants, and potential working capital loans - On March 15, 2024, the Sponsor purchased **7,187,500** founder shares for **$25,000**, or approximately **$0.004** per share[353](index=353&type=chunk) - The Sponsor and Cantor Fitzgerald & Co. purchased **8,337,500** Private Placement Warrants at **$1.00** per warrant concurrently with the IPO[358](index=358&type=chunk) - Founder shares are subject to a lock-up period, generally ending **one year** post-combination, with early release if stock price reaches **$12.00**[356](index=356&type=chunk) - The Sponsor or affiliates may loan up to **$1,500,000** for working capital, convertible into private placement warrants at **$1.00** per warrant[364](index=364&type=chunk) [Principal Accountant Fees and Services](index=94&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services.) Details fees paid to WithumSmith+Brown, PC, with audit fees of approximately **$114,000** for the period ending December 31, 2024 Accountant Fees (Period from March 12, 2024 to December 31, 2024) | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | ~$114,000 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee pre-approves all auditing and permitted non-audit services performed by the company's auditors[369](index=369&type=chunk) [Part IV](index=95&type=section&id=Part%20IV) [Exhibits, Financial Statement Schedules](index=95&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules.) Lists documents filed as part of the Form 10-K, including financial statements and an index of key exhibits - The report includes an index of financial statements and schedules, with all schedules omitted as information is contained elsewhere[370](index=370&type=chunk) - A list of exhibits is provided, including key agreements like the Underwriting Agreement, Warrant Agreement, and Letter Agreement[371](index=371&type=chunk)[373](index=373&type=chunk) [Financial Statements](index=99&type=section&id=Financial%20Statements) [Balance Sheet](index=101&type=section&id=Balance%20Sheet) As of December 31, 2024, total assets were **$295.8 million**, with **$294.6 million** in trust, and a shareholders' deficit of **$12.9 million** Balance Sheet Highlights (as of December 31, 2024) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $821,188 | | Investments held in Trust Account | $294,617,243 | | **Total Assets** | **$295,809,536** | | **Liabilities & Shareholders' Deficit** | | | Deferred underwriting fee payable | $13,400,000 | | Total Liabilities | $14,127,705 | | Class A ordinary shares subject to possible redemption | $294,617,243 | | Total Shareholders' Deficit | ($12,935,412) | | **Total Liabilities and Shareholders' Deficit** | **$295,809,536** | [Statement of Operations](index=102&type=section&id=Statement%20of%20Operations) For the period ending December 31, 2024, the company reported **$5.23 million** net income, primarily from Trust Account interest Statement of Operations (March 12, 2024 - December 31, 2024) | Line Item | Amount (USD) | | :--- | :--- | | General and administrative costs | (453,416) | | Interest earned on investments held in Trust Account | 5,679,743 | | **Net income** | **5,226,327** | | Basic and diluted net income per ordinary share, Class A | $0.24 | | Basic and diluted net income per ordinary share, Class B | $0.24 | [Statement of Cash Flows](index=104&type=section&id=Statement%20of%20Cash%20Flows) Financing activities provided **$290.3 million**, investing used **$288.9 million**, resulting in an ending cash balance of **$821,188** Cash Flow Summary (March 12, 2024 - December 31, 2024) | Activity | Net Cash Flow (USD) | | :--- | :--- | | Net cash used in operating activities | (502,887) | | Net cash used in investing activities | (288,937,500) | | Net cash provided by financing activities | 290,261,575 | | **Net Change in Cash** | **821,188** | [Notes to Financial Statements](index=105&type=section&id=Notes%20to%20Financial%20Statements) Notes detail SPAC organization, accounting policies, IPO, private placement warrants, related party transactions, commitments, and share information - The company has **24 months** from its August 2, 2024 IPO to complete a business combination or face liquidation and fund return to shareholders[407](index=407&type=chunk)[411](index=411&type=chunk) - Underwriters are entitled to a deferred underwriting fee of **$13,400,000**, payable upon initial Business Combination completion[405](index=405&type=chunk)[463](index=463&type=chunk) - Class A ordinary shares subject to redemption are temporary equity, recorded at approximately **$10.25** per share, totaling **$294,617,243** as of December 31, 2024[434](index=434&type=chunk)[435](index=435&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents M3-Brigade Acquisition V Corp.'s unaudited condensed financial statements as of September 30, 2024, detailing its balance sheet, operations, shareholder deficit, and cash flows since inception as a blank check company post-IPO [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) As of September 30, 2024, the company reported **$291.2 million** in Trust Account investments, **$14.2 million** in total liabilities (including a **$13.4 million** deferred underwriting fee), and a **$12.8 million** total shareholders' deficit with 28,750,000 Class A shares subject to redemption Condensed Balance Sheet as of September 30, 2024 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $934,287 | | Investments held in Trust Account | $291,242,744 | | **Total Assets** | **$292,625,623** | | **Liabilities & Shareholders' Deficit** | | | Total current liabilities | $809,477 | | Deferred underwriting fee | $13,400,000 | | **Total Liabilities** | **$14,209,477** | | Class A ordinary shares subject to possible redemption | $291,242,744 | | **Total Shareholders' Deficit** | **($12,826,598)** | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended September 30, 2024, the company reported a net income of **$2,010,116**, primarily from interest on Trust Account investments offsetting general and administrative costs Statement of Operations Highlights (Unaudited) | Period | General & Admin Costs | Interest Earned on Trust | Net Income | | :--- | :--- | :--- | :--- | | Three Months Ended Sep 30, 2024 | ($295,128) | $2,305,244 | $2,010,116 | | Inception (Mar 12) to Sep 30, 2024 | ($344,602) | $2,305,244 | $1,960,642 | Net Income Per Share (Unaudited) | Period | Basic & Diluted Net Income Per Share (Class A & B) | | :--- | :--- | | Three Months Ended Sep 30, 2024 | $0.08 | | Inception (Mar 12) to Sep 30, 2024 | $0.13 | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) From inception to September 30, 2024, net cash provided by financing activities totaled **$290.3 million**, primarily from IPO and private placement warrant sales, with **$288.9 million** used in investing activities, resulting in an ending cash balance of **$934,287** Cash Flow Summary from Inception to Sep 30, 2024 (Unaudited) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($449,479) | | Net cash used in investing activities | ($288,937,500) | | Net cash provided by financing activities | $290,321,266 | | **Net Change in Cash** | **$934,287** | | **Cash – End of period** | **$934,287** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) These notes detail the company's formation as a SPAC, its **$287.5 million** IPO, trust account establishment, significant accounting policies, emerging growth company status, warrant terms, related party transactions, and commitments like deferred underwriting fees - The company is a blank check company incorporated on March 12, 2024, to effect a business combination, and has not selected a target yet[15](index=15&type=chunk) - On August 2, 2024, the company consummated its IPO of **28,750,000 units** at **$10.00 per unit**, generating gross proceeds of **$287,500,000**[17](index=17&type=chunk) - Following the IPO, **$288,937,500** was placed in a trust account, and the company has a **24-month** window to complete an initial Business Combination[21](index=21&type=chunk) - The company qualifies as an "emerging growth company" and has elected to use the extended transition period for new accounting standards[31](index=31&type=chunk)[32](index=32&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, with activities limited to organizational tasks and its IPO, reporting a **$2.0 million** net income for Q3 2024 from Trust Account interest, and holding **$934,287** in cash and **$291.2 million** in Trust Account marketable securities as of September 30, 2024 - The company is a blank check company with no operations, and its activities to date have been organizational and related to its IPO[89](index=89&type=chunk)[91](index=91&type=chunk) Results of Operations Summary | Period | Net Income | Source of Income | Key Expenses | | :--- | :--- | :--- | :--- | | Q3 2024 | $2,010,116 | Interest from Trust Account ($2,305,244) | General & Admin ($295,128) | | Inception to Sep 30, 2024 | $1,960,642 | Interest from Trust Account ($2,305,244) | General & Admin ($344,602) | - As of September 30, 2024, the company had **$934,287** in cash outside the trust account for operating expenses and **$291,242,744** in the Trust Account[97](index=97&type=chunk)[98](index=98&type=chunk) - The Sponsor may provide up to **$1,500,000** in Working Capital Loans, convertible into warrants at **$1.00 per warrant**, to fund transaction costs or working capital deficiencies[99](index=99&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - Disclosure about market risk is not required for smaller reporting companies[105](index=105&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2024, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation, the Certifying Officers concluded that the company's disclosure controls and procedures were effective as of September 30, 2024[106](index=106&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[107](index=107&type=chunk) [Part II. Other Information](index=29&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - There are no legal proceedings[109](index=109&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's final prospectus for its Initial Public Offering filed with the SEC - No material changes have occurred to the risk factors disclosed in the company's final IPO prospectus[109](index=109&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the unregistered issuance of **7,187,500** founder shares for **$25,000** and the sale of **8,337,500** Private Placement Warrants for **$8,337,500**, with **$288,937,500** from IPO and private placement proceeds deposited into the Trust Account - On March 15, 2024, the Sponsor acquired **7,187,500** founder shares for a capital contribution of **$25,000**[110](index=110&type=chunk) - On August 2, 2024, the company sold **8,337,500** Private Placement Warrants at **$1.00 per warrant**, raising **$8,337,500**[112](index=112&type=chunk) - Gross proceeds from the IPO and Private Placement Warrants totaling **$288,937,500** were deposited into the Trust Account[113](index=113&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - None[114](index=114&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures to report - None[114](index=114&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None[114](index=114&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including the Underwriting Agreement, Warrant Agreement, and various other legal and financial agreements - A list of exhibits filed with the report is provided, including key agreements related to the IPO and company governance[115](index=115&type=chunk)[116](index=116&type=chunk) [Part III. Signatures](index=31&type=section&id=Part%20III.%20Signatures) [Signatures](index=31&type=section&id=Signatures) The report is duly signed on November 12, 2024, by Mohsin Meghji, Executive Chairman of the Board of Directors (Principal Executive Officer), and Eric Greenhaus, Chief Financial Officer (Principal Financial and Accounting Officer) - The report was signed on November 12, 2024, by the company's Principal Executive Officer and Principal Financial Officer[118](index=118&type=chunk)[119](index=119&type=chunk)