M3-Brigade Acquisition V Corp.(MBAVU) - 2024 Q3 - Quarterly Report

Part I. Financial Information Interim Financial Statements 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 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 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 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) 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] - 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] - 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] - The company qualifies as an "emerging growth company" and has elected to use the extended transition period for new accounting standards[31][32] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][91] 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][98] - 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] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - 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] Part II. Other Information Legal Proceedings The company has no legal proceedings to report - There are no legal proceedings[109] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - On August 2, 2024, the company sold 8,337,500 Private Placement Warrants at $1.00 per warrant, raising $8,337,500[112] - Gross proceeds from the IPO and Private Placement Warrants totaling $288,937,500 were deposited into the Trust Account[113] Defaults Upon Senior Securities The company has no defaults upon senior securities to report - None[114] Mine Safety Disclosures The company has no mine safety disclosures to report - None[114] Other Information The company has no other information to report - None[114] Exhibits 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][116] Part III. Signatures 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][119]