M3-Brigade Acquisition V Corp.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
VLOS$10.70-0.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| (1) | Financial Statements: |
| Report of Independent Registered Public Accounting Firm PCAOB ID Number 100 | F-2 |
|---|---|
| Financial Statements: | |
| Balance Sheets as of December 31, 2025 and 2024 | F-3 |
| Statements of Operations for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024 | F-4 |
| Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024 | F-5 |
| Statements of Cash Flows for the year ended December 31, 2025 and for the Period from March 12, 2024 (inception) through December 31, 2024 | F-6 |
| Notes to Financial Statements | F-7 to F-24 |
| (2) | Financial Statement Schedules: |
All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.
| (3) | Exhibits: |
The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| Exhibit Number | Description |
| 1.1 | Underwriting Agreement, dated July 31, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| 2.1 | Business Combination Agreement, dated as of July 7, 2025, by and among the Company, ReserveOne, Pubco, SPAC Merger Sub and Company Merger Sub. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2025). |
| 3.1 | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| 4.1 | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-279951), filed with the SEC on July 18, 2024). |
| 4.2 | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-279951), filed with the SEC on June 21, 2024). |
| 4.3 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-279951), filed with the SEC on June 21, 2024). |
| 4.4 | Warrant Agreement, dated July 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| 4.5 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File No. 001-42171), filed with the Securities and Exchange Commission on March 28, 2025). |
| 10.1 | Letter Agreement, dated July 31, 2024, among the Company, its executive officers, its directors and M3-Brigade Sponsor V LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| 10.2 | Investment Management Trust Agreement, dated July 31, 2024, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| 10.3 | Registration Rights Agreement, dated July 31, 2024, among the Company, M3-Brigade Sponsor V LP and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| 10.4 | Private Placement Warrants Purchase Agreement, dated July 31, 2024, between the Company and M3-Brigade Sponsor V LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| Exhibit Number | Description |
| 10.5 | Private Placement Warrants Purchase Agreement, dated July 31, 2024, between the Company and Cantor, Fitzgerald & Co. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on August 6, 2024). |
| 10.6 | Promissory Note issued to M3-Brigade Sponsor V LLC (formerly M3-Brigade Sponsor V LP) (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File. No. 333-279951), filed with the SEC on June 5, 2024). |
| 10.7 | Securities Subscription Agreement between the Company and M3-Brigade Sponsor V LLC (formerly M3-Brigade Sponsor V LP) (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File. No. 333-279951), filed with the SEC on June 5, 2024). |
| 10.8 | Securities Purchase Agreement, dated as of May 23, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC and MI7 Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025). |
| 10.9 | Limited Waiver, dated as of May 27, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC, and MI7 Sponsor, LLC, Cantor Fitzgerald & Co. and other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025). |
| 10.10 | Assignment and Assumption Agreement, dated as of May 27, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC, and MI7 Sponsor, LLC, Cantor Fitzgerald & Co. and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025). |
| 10.11 | Letter Agreement Assignment Agreement, dated as of May 27, 2025, by and among M3-Brigade Acquisition V Corp., M3-Brigade Sponsor V LLC, and MI7 Sponsor, LLC and other parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025). |
| 10.12 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-279951), filed with the Securities and Exchange Commission on June 21, 2024). |
| 10.13 | Promissory Note dated June 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 18, 2025). |
| 10.14 | First Amendment to Promissory Note dated July 16, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 18, 2025). |
| 10.15 | Sponsor Support Agreement, dated as of July 7, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2025). |
| 10.16 | Form of Lock-Up Agreement by and between the Sponsor Parent and Pubco (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2025). |
| 10.17 | Form of Equity PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2025). |
| 10.18 | Form of Convertible Notes Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2025). |
| 10.19 | Promissory Note dated February 18, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 18, 2026). |
| 10.20* | M3-Brigade Acquisition V Corp. Non-Employee Director Compensation Plan |
| 14.1 | Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No. 1 to the Registration Statement on Form S-1 (File. No. 333-279951), filed with the SEC on June 21, 2024). |
| 19.1 | Securities Trading Policy of the Company (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report Form 10-K, filed with the Securities and Exchange Commission on March 28, 2025). |
| 31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1** | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 32.2** | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 97.1 | Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report Form 10-K, filed with the Securities and Exchange Commission on March 28, 2025). |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith |
| ** | Furnished herewith |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 12, 2026
| M3-Brigade Acquisition V Corp. | |
| By: | /s/ Mohsin Y. Meghji |
| Name: | Mohsin Y. Meghji |
| Title: | Executive Chairman of the Board |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.