M3-Brigade Acquisition V Corp.(MBAVU) - 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 identifies and recommends director nominees for election at shareholder meetings [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 insider trading laws and regulations [366]. - There were no delinquent filers among executive officers and directors for the year ended December 31, 2025 [367]. - The company does not have specific minimum qualifications for directors but considers various factors such as integrity and professional reputation [363]. - The board of directors has a duty to act in good faith and in the best interests of the company as a whole [371]. Conflicts of Interest - Officers and directors may have fiduciary duties to other entities, which could lead to potential conflicts of interest [370]. - The company’s officers and directors are not required to commit full time to its affairs, which may lead to conflicts of interest in business combination efforts [375]. - The company does not assure that conflicts of interest will be resolved in its favor [376]. - The retention or resignation of officers and directors may be a condition for business combinations, potentially creating conflicts of interest [375]. Business Combinations - The company may pursue business combination opportunities with entities affiliated with its officers and directors, subject to independent evaluations [374]. - 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 post-initial business combination [375]. - The company’s 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 company does not intend to have full-time employees prior to the completion of its initial business combination [375]. Financial Reporting - The financial statements and supplementary data are included by reference in the report [324]. - Market risk disclosures are not required for smaller reporting companies [324].