Business Combination - The Company entered into a Business Combination Agreement on July 7, 2025, with ReserveOne and its subsidiaries[143]. - Following the Business Combination, the Company will be de-registered in the Cayman Islands and domesticated as a Delaware corporation[144]. - Each Class A ordinary share will convert into one share of Class A-1 common stock, and each Class B ordinary share will convert into one share of Class A-2 common stock[145]. - The Business Combination is expected to close in the fourth quarter of 2025, subject to customary closing conditions[149]. - The obligations to consummate the Transactions are subject to the approval of the Company's shareholders[156]. - The Sponsor has agreed that a portion of the shares received in the Mergers will be subject to forfeiture unless vesting conditions are met within five years[150]. Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,184,293, driven by $3,103,744 in interest earned on marketable securities[171]. - For the six months ended June 30, 2025, the company achieved a net income of $5,097,561, with $6,188,872 from interest income[172]. - As of June 30, 2025, the company had marketable securities held in the Trust Account amounting to $300,806,115[178]. - As of June 30, 2025, the company had cash of $799,996 available for operational expenses and business evaluations[179]. - The company does not have any long-term debt or off-balance sheet arrangements as of June 30, 2025[183]. Initial Public Offering - 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[175]. - The company incurred transaction costs of $19,406,996 related to the Initial Public Offering, including $5,000,000 in cash underwriting fees[176]. Financing Strategy - The company has entered into agreements to raise up to $500,000,000 through Equity PIPE Subscription Agreements[164]. - The company has also agreed to issue up to $250,000,000 in aggregate principal amount of Convertible Senior Notes as part of its financing strategy[168]. - The company has agreed to use commercially reasonable efforts to register the Equity PIPE Securities and Warrant Shares within 30 days after the Closing[166]. Regulatory and Compliance - The Company and Pubco will file a registration statement with the SEC for the issuance of shares of Pubco Class A common stock to the Company's shareholders[154]. - The Business Combination Agreement includes customary representations and warranties, which will not survive the Closing[151]. - Management does not anticipate that any recently issued accounting standards will materially affect the unaudited condensed financial statements[188]. - Item 3 regarding quantitative and qualitative disclosures about market risk is not applicable for smaller reporting companies[189].
M3-Brigade Acquisition V Corp.(MBAV) - 2025 Q2 - Quarterly Report