M3-Brigade Acquisition V Corp.

DEF 14A 1 ea0295241-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON July 17, 2026

200 Park Avenue, 58 th Floor,

New York, NY. 10166

June 29, 2026

TO THE SHAREHOLDERS OF M3-BRIGADE ACQUISITION V CORP.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Meeting”) of M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”), will be held on July 17, 2026, at 11 a.m. Eastern Time. The Meeting will be held at the office of Troutman Pepper Locke LLP, located at 875 Third Ave, 17 th Floor, New York, New York 10022, United States, and via live webcast, or at such other time, on such other date and at such other place at which the Meeting may be adjourned or postponed. You will be able to attend the Meeting, vote and submit your questions online before the Meeting by visiting https://www.cstproxy.com/m3brigadev/ext2026. The Company encourages you to use remote methods of attending the Meeting or to attend via proxy. This Notice of Meeting, the proxy statement and the proxy card that each accompany this proxy statement are also available athttps://www.cstproxy.com/m3brigadev/ext2026. On behalf of the board of directors (the “Board”) of the Company, I invite you to attend the Meeting.

To register and receive access to the live webcast of the Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement. You will not be able to vote or submit questions through the listen-only format.

As discussed in the enclosed proxy statement, the purpose of the Meeting is to consider and vote upon the following proposals:

1. Proposal No. 1 — The Extension Proposal — A proposal to approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association (the “Articles”) in the form set forth in Annex A to the accompanying proxy statement, to extend the date by which the Company must consummate an initial business combination by 12 months (the “Extension”) (to August 2, 2027, or such earlier date as may be determined by the Board in its sole discretion (the “Extension Date,” such amendment to the Company’s Articles the “Extension Amendment” and such proposal, the “Extension Proposal”)) and such other modifications to the Articles as may be necessary to give effect to the Extension Proposal;

2. Proposal No. 2 — The Trust Interest Withdrawal Proposal — A proposal to approve, by way of special resolution, an amendment to the Company’s Articles in the form set forth in Annex A to the accompanying proxy statement, to permit the Company, following the effective date of this amendment and the redemption of Public Shares in connection with the approval of the Extension Amendment, to withdraw up to an aggregate amount of interest earned on the funds held in the Company’s trust account established in connection with its initial public offering with Continental Stock Transfer & Trust Company as the Trustee (the “Trust Account”), equal to $0.10 for each outstanding Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), held by a public shareholder that is not redeemed and remains outstanding immediately following the effective date of this amendment, of which (a) $1,000,000 will be used to pay certain ordinary course expenses of the Company and (b) any amounts in excess of such $1,000,000 will be used to pay accrued liabilities as of the effective date of the amendment to the Company’s Articles (“Trust Interest Withdrawal Amendment” and such proposal the, “Trust Interest Withdrawal Proposal”) and such other modifications to the Articles as may be necessary to give effect to the Trust Interest Withdrawal Proposal;

3. Proposal No. 3 — The Name Change Proposal — A proposal to approve, by way of special resolution, (i) a change of name of the Company from M3-Brigade Acquisition V Corp. to Velos Acquisition I Corp., and (ii) an amendment to the Company’s Articles, in the form set forth in Annex A to the accompanying proxy

statement, to effect the change of the Company’s legal name (the “Name Change”) to Velos Acquisition I Corp. and to change the definition of the term “Sponsor” to mean MI7 Sponsor, LLC (the “Name Change Amendment” and such proposal, the “Name Change Proposal”), and such other modifications to the Articles as may be necessary to give effect to the Name Change Proposal;

4. Proposal No. 4 — The Fairness Opinion Proposal — A proposal to approve, by way of special resolution, an amendment to the Company’s Articles in the form set forth in Annex A to the accompanying proxy statement, to remove the second sentence of Article 49.12 (fairness opinion requirement) from the Articles in its entirety (the “Fairness Opinion Amendment” and together with the Extension Amendment, the Trust Interest Withdrawal Amendment and the Fairness Opinion Amendment, collectively, the “Articles Amendments,” and individually, an “Articles Amendment,” and such proposal, the “Fairness Opinion Proposal,” and together with the Extension Proposal, Trust Interest Withdrawal Proposal, the Name Change Proposal, and the Fairness Opinion Proposal, collectively, the “Articles Amendment Proposals”) and such other modifications to the Articles as may be necessary to give effect to the Fairness Opinion Proposal;

5. Proposal No. 5 — The Trust Agreement Amendment Proposal — A proposal to approve, by way of an ordinary resolution, an amendment, in the form set forth in Annex B to the accompanying proxy statement, to the Investment Management Trust Agreement dated July 31, 2024 between Continental and the Company (the “Trust Agreement”), to permit the Company, following the effective date of the Trust Interest Withdrawal Amendment, to withdraw up to an aggregate amount of interest earned on the funds held in the Company’s Trust Account in an amount equal to $0.10 for each outstanding Class A Ordinary Share held by a public shareholder that is not redeemed and remains outstanding immediately following the effective date of this amendment, of which (a) $1,000,000 will be used to pay certain ordinary course expenses of the Company and (b) any amounts in excess of such $1,000,000 will be used to pay accrued liabilities as of the effective date of the Trust Interest Withdrawal Amendment (the “Trust Agreement Amendment,” and such proposal, the “Trust Agreement Amendment Proposal,” and, together with the Articles Amendments the “Amendments” and the Articles Amendment Proposals, collectively with the Trust Agreement Amendment Proposal, the “Amendment Proposals”).

6. Proposal No. 6 — The Adjournment Proposal — A proposal to approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are insufficient votes for, or otherwise in connection with, the approval of any of the Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension or the Amendments (the “Adjournment Proposal”).

Approval of each Articles Amendment Proposal is not conditioned upon approval of any other Articles Amendment Proposal, except that (i) the Trust Interest Withdrawal Proposal is conditioned upon shareholder approval of the Extension Proposal and (ii) the Trust Agreement Amendment Proposal is conditioned upon shareholder approval of the Trust Interest Withdrawal Proposal. Approval of the Amendment Proposals are a condition to the implementation of the Amendments. The Adjournment Proposal will only be presented at the Meeting if there are not sufficient votes to approve the Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension or the other Amendments.

The purposes of the Amendment Proposals and, if necessary, the Adjournment Proposal are more fully described in the accompanying proxy statement and Annex A, which includes the text of the proposed Articles Amendments and Annex B, which includes the text of the proposed Trust Agreement Amendment. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote. In addition to considering and voting on the foregoing proposals, members of the Company’s management will be available at the Meeting to discuss and answer questions of shareholders regarding the Company’s current affairs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL, THE TRUST INTEREST WITHDRAWAL PROPOSAL, The Name Change Proposal, THE FAIRNESS OPINION PROPOSAL, THE TRUST Agreement AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The purpose of the proposals being presented to shareholders at the Meeting are to provide us with additional time to complete a merger, share exchange, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “business combination”). As previously disclosed on June 12, 2026, we entered into a Mutual Termination Agreement (the “Termination Agreement”) with ReserveOne, Inc., a Delaware corporation (“ReserveOne”), to terminate the Business Combination Agreement dated July 7, 2025 (the “ReserveOne BCA”) we entered into with ReserveOne, ReserveOne Holdings, Inc., a Delaware corporation (“Pubco”), and certain Pubco subsidiaries (all of the transactions contemplated by the ReserveOne BCA, including the issuances of securities thereunder, the “ReserveOne Business Combination”). The parties entered into the Termination Agreement following careful consideration of current market dynamics and feedback from investors and other stakeholders concerning the ReserveOne Business Combination.

Our Articles currently provide that the Company must liquidate the Trust Account if it has not consummated its initial business combination by August 2, 2026. Without the Extension, we believe that we will not be able to complete an initial business combination on or before August 2, 2026. If that were to occur, the Company would be forced to liquidate. Therefore, the Board has determined that it is in the best interests of the Company and its shareholders to extend the date by which the Company has to consummate an initial business combination to the Extension Date in order for our shareholders to have the opportunity to participate in an investment in a combined company. In addition, the Board believes that it is advantageous for the Board to be able to determine whether to liquidate and dissolve the Company at an earlier date. Approval of the Extension Proposal is a condition to the implementation of the Extension.

The purpose of the Trust Interest Withdrawal Proposal and the Trust Agreement Amendment Proposal is to increase the amount of funds available to the Company to finance its expenses in connection with identifying a potential business combination target and consummating a business combination. The Company has incurred significant expenses in connection with the previously announced proposed ReserveOne Business Combination, which terminated on June 12, 2026. The Company will continue to incur expenses to identify an attractive business combination target, including by evaluating potential target businesses, performing business due diligence on potential target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and consummating a business combination and other corporate purposes. Deficiencies in working capital may impede the identification of an attractive initial business combination target and the consummation of a business combination. Accordingly, our Board believes that implementation of the Trust Interest Withdrawal Amendment and the Trust Agreement Amendment is advisable to provide the Company with additional working capital to support the Company’s efforts identify an attractive business combination target and consummate an initial business combination.

If the Trust Interest Withdrawal Amendment and the Trust Agreement Amendment are implemented, working capital would be permitted to be distributed to the Company from the interest earned on the funds in the Trust Account, to the extent such interest is accrued prior to the date of the Trust Interest Withdrawal Amendment. The Trust Interest Withdrawal Amendment and the Trust Agreement Amendment would permit the Company, following the effective date of such amendments to withdraw up to an aggregate amount of interest earned on the funds held in the Company’s Trust Account equal to $0.10 for each Class A Ordinary Share issued in the Company’s initial public offering that is held by a Public Shareholder (as defined below) that is not redeemed and remains outstanding immediately following the effective date of the Trust Interest Withdrawal Amendment, of which (a) $1,000,000 will be used to pay certain ordinary course expenses of the Company and (b) any amounts in excess of such $1,000,000 will be used to pay accrued liabilities as of the effective date of the Trust Interest Withdrawal Amendment to the extent such interest is accrued prior to the date of the Amendments. As such, the Company could effectively transfer the costs of expenses to its Public Shareholders that do not elect to redeem their Public Shares (as defined below) in connection with the Trust Interest Withdrawal Amendment by withdrawing interest earned in the Trust Account in an amount equal to $0.10 per Class A Ordinary Share that is held by a Public Shareholder accrued prior to the date of the Trust Interest Withdrawal Amendment for payment of such expenses. The distribution of such interest by the Trustee shall occur as and when directed by the Company following the approval of the Trust Interest Withdrawal Amendment. Any such amounts will not reduce the amount distributable to Public Shareholders that elect to redeem their Ordinary Shares (as defined below) in connection with approval of the Extension Amendment, but would not be included in any funds paid to our Public Shareholders in the event of future redemptions by such shareholders or a liquidation of the Company.

The Name Change Proposal would change Company’s name from “M3-Brigade Acquisition V Corp.” to “Velos Acquisition I Corp.” The Name Change Proposal is being put forward to reflect the new direction of the Company following the termination of the ReserveOne Business Combination.

Section 49.12 of our Articles requires that in the event we enter into an initial business combination with a target business that is affiliated with our Sponsor, a Founder, a Director or an Officer (each, as defined in the Articles), we, or a committee of our independent directors, must obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that is a member of the United States Financial Industry Regulatory Authority (“FINRA”) or an independent accounting firm that such a business combination is fair to the Company from a financial point of view.

The purpose of the Fairness Opinion Proposal is to eliminate the requirement to obtain a fairness opinion with respect to certain potential business combination transactions and provide the Board greater flexibility to determine whether to obtain a fairness opinion with respect to any such potential transaction, including, without limitation, (i) if the Sponsor or management has a material interest in a proposed business combination, (ii) the size of a potential business combination, (iii) the potential target’s industry and whether market price of companies in such industry are volatile, (iv) the cost of a fairness opinion and other transaction expenses for a proposed business combination and (v) whether fairness opinions are typically delivered in similar transactions as the proposed business combination.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension or the other Amendments. The Adjournment Proposal will only be presented at the Meeting if there are not sufficient votes to approve the Amendment Proposals or if we determine that additional time is necessary to effectuate the Extension or the other Amendments.

Only holders of record of our Class A Ordinary Shares and Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares,” and, collectively with the Class A Ordinary Shares, the “Ordinary Shares”) at the close of business on June 25, 2026 (the “Record Date”), are entitled to notice of the Meeting and to vote at the Meeting and any adjournments or postponements of the Meeting. All Class B Ordinary Shares in the share capital of the Company are currently held by MI7 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

Our Board has considered and approved the proposals and recommends that shareholders vote in favor of each proposal. Approval of the each of the Articles Amendment Proposals requires a special resolution as a matter of Cayman Islands law, being a resolution passed by a majority of at least two-thirds of the Company’s shareholders who, being present in person (including virtually) or represented by proxy and entitled to vote at the Meeting, vote at the Meeting. Approval of the Trust Agreement Amendment Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution as a matter of Cayman Islands law, being a resolution passed by a majority of the Company’s shareholders who, being present in person (including virtually) or represented by proxy and entitled to vote at the Meeting, vote at the Meeting.

In connection with the Extension Proposal, holders (“Public Shareholders”) of the Company’s Class A Ordinary Shares that were sold in our initial public offering (the “IPO,” and such shares, the “Public Shares”) may elect to redeem their Public Shares (a “Redemption Election”) for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, regardless of whether or how such Public Shareholders vote on the proposals at the Meeting. The deadline to make a Redemption Election is 5:00 P.M. Eastern time on July 15, 2026, the date that is two business days prior to the Meeting. However, redemption payments for Redemption Elections in connection with this Meeting will only be made if the Extension Proposal receives the requisite shareholder approval and we determine to implement the Extension.

If the Extension Proposal is not approved or implemented, and if the Company does not consummate an initial business combination before August 2, 2026, as contemplated by the prospectus from our IPO and in accordance with our Articles, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in Trust Account and not previously released to the Company (which interest shall be less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants (the “Public Warrants”) included in the units (“Units”) sold in the IPO, which will expire worthless in the event the Company winds up.

On June 12, 2026, the Company, the Sponsor, ReserveOne Inc., and ReserveOne Holdings, Inc., a Delaware corporation entered into Voting Support and Non-Redemption Agreements (the “Voting and Non-Redemption Agreements”) with certain investors (such investors entering the Voting and Non-Redemption Agreements, collectively, the “Voting and Non-Redemption Shareholders”) pursuant to which the Voting and Non-Redemption Shareholders have agreed with the Company not to redeem up to an aggregate of approximately 16,000,000 Class A Ordinary Shares in connection with the Amendments. Pursuant to the Voting and Non-Redemption Agreements, the Voting and Non-Redemption Shareholders have agreed with the Company to vote in favor of the Amendment Proposals. The Voting and Non-Redemption Agreements provide, among other things, that the Sponsor will transfer up to an aggregate of 8 million private placement warrants (the “Private Placement Warrants”). Additionally, On June 12, 2026, the Company, the Sponsor, ReserveOne and Pubco entered into Voting Support Agreements (the “Voting Agreements”) with certain unaffiliated third parties (collectively, the “Voting Shareholders”) pursuant to which the Voting Shareholders agreed with the Company to vote in favor of the Amendment Proposals. As of the Record Date, the Sponsor, who the Company expects to vote in favor of the Amendment Proposals, the Voting and Non-Redemption Shareholders and the Voting Shareholders beneficially owned approximately 74% of the outstanding Ordinary Shares entitled to vote at the Meeting. Accordingly, unless the Sponsor does not vote in favor of the Amendment Proposals, or the Voting and Non-Redemption Agreements and Voting Agreements are terminated in accordance with their terms, the Articles Amendment Proposals will be approved without the need for the affirmative votes of any other shareholders.

You are not being asked to vote on any business combination at this time. If the Extension Proposal is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote for an initial business combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event our initial business combination is approved and completed or if the Company has not consummated the initial business combination prior to the Extension Date, subject to the terms of the Articles.

If the Amendment Proposals are approved and the Amendments are implemented, then in accordance with the Trust Agreement, the Trust Account will not be liquidated (other than to effectuate the redemptions described above or to pay expenses under the Trust Interest Withdrawal Proposal) until the earlier of (a) receipt by the Trustee of a termination letter (in accordance with the terms of the Trust Agreement) or (b) the expiration of the period of the Extension. Notwithstanding shareholder approval of the Extension Proposal, our Board will retain the right to abandon and not implement the Extension at any time without any further action by our shareholders.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE CLASS A ORDINARY SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR CLASS A ORDINARY SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE CLASS A ORDINARY SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE MEETING — REDEMPTION RIGHTS AND PROCEDURES” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its, his or her own name, the holder must contact our transfer agent directly and instruct it to do so.

The Board is at liberty to fix an earlier date before August 2, 2027, by which the Company is required to consummate a business combination, and if the Company does not consummate a business combination by such earlier date, the Company shall, subject to the redemption of Public Shares and the approval of the remaining shareholders and directors, be liquidated and dissolved as promptly as reasonably possible.

Any demand for redemption, once made, may be withdrawn at any time until the Meeting and, thereafter, with the Company’s consent. If a holder of Public Shares delivers the certificate representing such holder’s Ordinary Shares in connection with a Redemption Election and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may request that Continental Stock Transfer & Trust Company (the “Transfer Agent”) return the certificate (physically or electronically).

Based upon the amount in the Trust Account as of June 26, 2026, which was approximately $312,197,620, the Company estimates that the per-share pro rata portion of the Trust Account will be approximately $10.86 at the time of the Meeting (the “Redemption Price”). The closing price of the Company’s Ordinary Shares on the Nasdaq Global Market on June 26, 2026 was $10.82. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their Public Shares.

After careful consideration of all relevant factors, the Board has determined that each of the proposals is advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the proxy statement containing detailed information concerning the Meeting, the Articles Amendment Proposals, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to participate in the Meeting virtually or in person, we urge you to read this material carefully and vote your Ordinary Shares.

The Company will pay for the entire cost of soliciting proxies. We have engaged Sodali & Co. (“Sodali”), to assist in the solicitation of proxies for the Meeting. We have agreed to pay Sodali a fee of $20,000 plus charges for additional services. We will also reimburse Sodali for reasonable out-of-pocket expenses, including administrative costs, and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Enclosed is the proxy statement containing detailed information concerning the Meeting, the Amendment Proposals and the Adjournment Proposal. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and vote your Ordinary Shares.

This Proxy Statement is dated JUNE 29, 2026 and is first being mailed to shareholders on or about JUNE 30, 2026.

By order of the Board of Directors

Sincerely,

/s/ Thomas L. Fairfield

Thomas L. Fairfield

Chairman of the Board

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO PARTICIPATE VIRTUALLY IN THE MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE PROPOSALS INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA OR SUBMIT YOUR PROXY THROUGH THE INTERNET AS PROMPTLY AS POSSIBLE.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: THIS NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS, ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 AND PROXY STATEMENT TO THE SHAREHOLDERS WILL BE AVAILABLE AThttps://www.cstproxy.com/m3brigadev/ext2026.

ADDITIONAL INFORMATION

This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Meeting of the Company at which shareholders of the Company will be asked to consider and vote upon the Amendment Proposals and the Trust Agreement Amendment Proposal. This proxy statement is available without charge to shareholders of the Company upon written or oral request. This document and other filings by the Company with the U.S. Securities and Exchange Commission may be obtained by written request tothe Company at M3-Brigade Acquisition V Corp., Attn: Investor Relations 200 Park Avenue, 58 th Floor, New York, NY. 10166.

The U.S. Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S. Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site atwww.sec.gov.

In addition, if you have questions about the proposals or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Sodali & Co, the proxy solicitor for the Company, at (800) 662-5200 (toll free) or by email at MBAV@info.sodali.com. You will not be charged for any of the documents that you request.

See the section titled “Where You Can Find More Information” of the accompanying proxy statement for further information.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than July 10, 2026.

200 Park Avenue, 58 th Floor

New York, NY 10166