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 aggregate cash proceeds from the Trust Account and Equity PIPE Gross Proceeds must be not less than $500 million, net of all Unpaid Expenses, for the transaction to proceed[156] - The obligations to consummate the Transactions are subject to the approval of the Company's shareholders[156] - The shares of Pubco Class A common stock will be listed for trading and will be freely transferable, subject to certain restrictions[149] - The Business Combination Agreement includes customary representations and warranties, which will not survive the Closing[151] - The Company and Pubco will prepare and file a registration statement with the SEC for the issuance of shares of Pubco Class A common stock[154] Financial Performance - The Company reported a net income of $2,184,293 for the three months ended June 30, 2025, primarily from $3,103,744 in interest earned on marketable securities held in the Trust Account, offset by $873,724 in general and administrative costs and $45,727 in compensation expense[171] - For the six months ended June 30, 2025, the Company had a net income of $5,097,561, consisting of $6,188,872 from interest earned on marketable securities, offset by $1,045,584 in general and administrative costs and $45,727 in compensation expense[172] - As of June 30, 2025, the Company held marketable securities in the Trust Account amounting to $300,806,115, which will be used to complete the Business Combination[178] Initial Public Offering - The Company raised gross proceeds of $287,500,000 from the Initial Public Offering of 28,750,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option[175] - The Company incurred transaction costs of $19,406,996 related to the Initial Public Offering, which included $5,000,000 in cash underwriting fees and $13,400,000 in deferred underwriting fees[176] Financing and Capital Structure - The Convertible Notes Investors have agreed to purchase up to $250,000,000 in aggregate principal amount of Pubco's 1.00% Convertible Senior Notes, with an option to purchase an additional $50 million within 30 days[168] - The Company has no long-term debt or capital lease obligations as of June 30, 2025[185] - The Company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence[179] - The Company does not believe it will need to raise additional funds beyond potential borrowings under the Note to meet operating expenditures[181] Regulatory and Compliance - The Company has agreed to use commercially reasonable efforts to register the Equity PIPE Securities and Warrant Shares on a Registration Statement within 30 days after the Closing[166] - Management does not anticipate any material impact on unaudited condensed financial statements from recently issued accounting standards[188] - Smaller reporting companies are not required to disclose quantitative and qualitative information about market risk[189]
M3-Brigade Acquisition V Corp.(MBAVU) - 2025 Q2 - Quarterly Report