Financial Performance - The company reported a net income of $2,913,268 for the three months ended March 31, 2025, compared to a net loss of $15,874 for the same period in 2024, indicating a significant turnaround[14]. - Interest earned on investments held in the Trust Account was $3,085,128 for the three months ended March 31, 2025, contributing to the overall net income[14]. - General and administrative costs for the three months ended March 31, 2025, were $171,860, a substantial increase from $15,874 in the same period of the previous year[14]. - The basic and diluted net income per Class A ordinary share for the three months ended March 31, 2025, was $0.08, with a net income allocation of $2,330,614[65]. - For the three months ended March 31, 2025, the company reported a net income of $2,913,268, primarily from $3,085,128 in interest earned on marketable securities held in the Trust Account, offset by $171,860 in general and administrative costs[120]. Assets and Liabilities - As of March 31, 2025, total assets amounted to $298,857,805, an increase from $295,809,536 as of December 31, 2024, reflecting a growth of approximately 1.04%[12]. - As of March 31, 2025, the company had total liabilities of $14,262,706, slightly up from $14,127,705 as of December 31, 2024[12]. - The company has 28,750,000 Class A ordinary shares subject to possible redemption, valued at approximately $10.35 per share as of March 31, 2025[12]. - As of March 31, 2025, the Trust Account held assets amounting to $297,702,371, primarily in mutual funds composed of U.S. treasury securities[48]. - The Company had $818,638 in cash and working capital of $223,078 as of March 31, 2025, sufficient for at least one year of operations[38]. - As of March 31, 2025, Class A ordinary shares subject to possible redemption amounted to $297,702,371, reflecting an accretion of $3,085,128 since December 31, 2024[61]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $287,500,000 from the sale of 28,750,000 units at $10.00 per unit[25]. - The Company raised $288,937,500 from its Initial Public Offering at a price of $10.05 per Unit, which is held in a Trust Account[29]. - The gross proceeds from the Initial Public Offering were $287,500,000, with issuance costs of $19,148,011 allocated to Class A ordinary shares[61]. - The company completed its Initial Public Offering on August 2, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units, including the full exercise of the over-allotment option[122][123]. - The company incurred transaction costs of $19,406,996 related to the Initial Public Offering, which included a cash underwriting fee of $5,000,000 and a deferred underwriting fee of $13,400,000[123]. Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial Business Combination[24]. - The company has not selected any specific Business Combination target and has not engaged in substantive discussions regarding a Business Combination[23]. - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a Business Combination[119]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and cannot assure the success of completing a Business Combination[118]. - The Company is required to file a registration statement for the Class A ordinary shares underlying the warrants within 20 business days after the closing of its Business Combination[73]. Financial Risks and Compliance - The Company has a concentration of credit risk due to a cash account that may exceed the FDIC coverage limit of $250,000, which could significantly impact its financial condition[66]. - The Company is subject to market volatility and disruptions due to geopolitical instability, which could adversely affect its search for an initial Business Combination[94][95]. - The underwriters are entitled to a deferred underwriting discount of $13,400,000, payable upon the completion of the Company's initial Business Combination[92]. - The Company has no unrecognized tax benefits or amounts accrued for interest and penalties as of March 31, 2025[53]. - The Company is exempt from income taxes in the Cayman Islands and the United States, resulting in a tax provision of zero for the periods presented[54]. Shareholder Information - The Company has 22,712,500 warrants outstanding as of March 31, 2025, which includes 14,375,000 warrants from the Initial Public Offering and 8,337,500 Private Placement Warrants[71]. - The Company will redeem outstanding warrants at a price of $0.01 per warrant if the price per Class A ordinary share equals or exceeds $18.00[75]. - The Sponsor and management have waived their redemption rights concerning founder shares and public shares to facilitate the completion of the initial Business Combination[35]. - The Company has authorized a total of 200,000,000 Class A ordinary shares, with 28,750,000 shares subject to possible redemption as of March 31, 2025[97]. - The Sponsor made a capital contribution of $25,000, resulting in the issuance of 7,187,500 founder shares, valued at approximately $0.004 per share[83]. Regulatory and Reporting - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[42]. - The Company adopted ASU 2023-07 for segment reporting disclosures, effective for fiscal years beginning after December 15, 2023[67]. - The report includes various certifications pursuant to the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer and Principal Financial Officer[144]. - The report is signed by the Executive Chairman and Chief Financial Officer, indicating compliance with Exchange Act requirements[148][150][151]. - The company has identified no critical accounting policies that would materially affect its financial statements[130].
M3-Brigade Acquisition V Corp.(MBAV) - 2025 Q1 - Quarterly Report