M3-Brigade Acquisition V Corp. Quarterly Report Released - Here’s What You Should Know

M3-Brigade Acquisition V Corp. – Q2 2025 Investor Summary

Key Financial Metrics

• Total Assets: $301.9 million as of June 30, 2025, up from $295.8 million as of December 31, 2024.
• Marketable Securities Held in Trust Account: $300.8 million (June 30, 2025); $294.6 million (December 31, 2024).
• Cash: $800 thousand as of June 30, 2025.
• Current Liabilities: $1.7 million, including accrued expenses of $939.8 thousand and a $500 thousand convertible promissory note.
• Shareholders’ Deficit: $(14.0) million as of June 30, 2025.
• Net Income: $2.18 million for Q2 2025 ($5.10 million for first six months 2025), primarily from $3.10 million ($6.19 million YTD) in interest income from trust investments.
• General and Operating Costs: $874 thousand in Q2 2025 and $1.05 million for the first six months of 2025.
• Earnings Per Share: $0.06 for Q2 2025; $0.14 for the six-month period.

Recent Developments

• On July 7, 2025, entered into a definitive Business Combination Agreement with ReserveOne, Inc., aiming for transaction closing in Q4 2025.
• Sponsor has agreed to certain earnout and lock-up arrangements as part of the business combination.
• Equity PIPE and Convertible Note Subscription Agreements entered, contingent on transaction closing; net proceeds to be converted into Bitcoin.

Risks

• Completion Risk on Business Combination: The business combination with ReserveOne is subject to various closing conditions, including regulatory approvals, shareholder votes, and satisfaction of pre-closing covenants. Failing to close exposes the company to continued operating losses and the risk of liquidation. (See Management’s Discussion and Business Combination Agreement sections)
• Liquidity Risk: As of June 30, 2025, the company had a working capital deficit of $647 thousand. While the sponsor has provided a $500 thousand promissory note, further financing may be required if additional unanticipated expenses arise or the business combination is delayed. (Management Discussion, Liquidity & Capital Resources)
• Market and Economic Uncertainty: Volatility in U.S. and global markets from geopolitical instability, rising interest rates, and inflation could impact capital access, asset values, and the ability to complete the business combination. (Risks and Uncertainties section)
• Redemption Risk: Redemption of Class A shares by shareholders at or near closing could reduce available capital for the business combination or jeopardize deal completion. As of June 30, 2025, all 28.75 million Class A shares are subject to redemption at approximately $10.46 per share. (Class A Shares Section)
• Reliance on Sponsor and Key Agreements: The company relies on funding from the sponsor (including the $500 thousand note), plus agreements such as the Sponsor Support and Equity PIPE, to execute its strategy. Any breach or failure could materially impact operations and transaction completion. (Related Party, PIPE Agreement, Sponsor Agreements)

Management Discussion and Analysis

• No Revenue Operations: The company is a blank check entity and has not engaged in operating activities or generated operating revenue. Net income is due solely to interest earned on invested trust funds, offset by general and administrative costs.
• Costs and Funding: Operating costs for Q2 2025 were $874 thousand; for the six-month period, $1.05 million. These costs were funded by cash, sponsor advances, and interest income from trust securities.
• Capital Structure Adjustments: The sponsor has provided bridge funding via a convertible promissory note ($500 thousand). Additional mechanisms, such as Equity PIPE and Convertible Note Subscription Agreements, are structured to support the business combination.
• Cash Burn and Working Capital: Operating cash burn for six months was $90.5 thousand. Working capital remains negative, which is typical for a SPAC at this stage, but additional capital may be needed depending on combination progress.
• Off-Balance Sheet Arrangements: None as of June 30, 2025.
• Post-Quarter Events: Subsequent to the reporting period, amendments and supplemental agreements were executed to facilitate the ReserveOne combination.

Conclusion

M3-Brigade Acquisition V Corp. remains in the pre-merger SPAC phase, with financials dominated by trust-held assets, interest income, and moderate operating expenses. The focus for investors is the execution risk and timeline of the proposed business combination with ReserveOne, Inc., as well as the liquidity profile and risks tied to redemption levels and capital market conditions. Management appears proactive in funding operating needs and setting up capital sources for the proposed transaction, but material uncertainties remain until the combination is completed.

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