M3-Brigade Acquisition V Corp.(MBAV) - 2025 Q4 - Annual Report

Corporate Governance - The audit committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements[356]. - The compensation committee evaluates the CEO's performance and determines remuneration based on established corporate goals[361]. - The corporate governance and nominating committee is tasked with identifying and recommending director nominees for election[362]. - The company has adopted a Code of Ethics that governs business and ethical principles for directors, officers, and employees[365]. - An insider trading policy has been established to promote compliance with relevant laws and regulations regarding securities transactions[366]. - There were no delinquent filers among executive officers and directors for the year ended December 31, 2025[367]. - Directors have fiduciary duties, including acting in good faith and avoiding conflicts of interest[371]. - The company does not have specific minimum qualifications for director candidates but considers various factors such as integrity and professional reputation[363]. Conflicts of Interest - The company allows for potential conflicts of interest, particularly regarding business combinations with affiliated entities[374]. - The company does not assure that conflicts of interest will be resolved in its favor[376]. - The officers and directors may have conflicts of interest regarding business evaluations if their retention or resignation is a condition of the target business[375]. - The company’s officers and directors may own ordinary shares or warrants, potentially leading to conflicts of interest in business combination decisions[375]. - The company does not intend to have any full-time employees prior to the completion of its initial business combination[375]. Compensation and Shareholder Agreements - The compensation committee may retain external advisers while ensuring their independence[358]. - Initial shareholders hold founder shares and Private Placement Warrants, with agreements to waive redemption rights for these shares in connection with the initial business combination[375]. - If the initial business combination is not completed within the prescribed time frame, the Private Placement Warrants will expire worthless[375]. - Founder shares will be released from lockup if the closing price of Class A ordinary shares exceeds $12.00 for any 20 trading days within a 30-trading day period after the initial business combination[375]. - The management team has agreed to vote their founder shares in favor of the initial business combination, while non-managing sponsor investors are not obligated to hold or vote their shares[377]. - The Private Placement Warrants will not be transferable until 30 days after the initial business combination[375].