0001213900-26-027060
SEC filingM3-Brigade Acquisition V Corp. Units (MBAV) reported net income of $5.8 million for fiscal year 2025, driven primarily by $12.3 million in interest earned on investments held in its Trust Account. This was partially offset by a loss from operations of $6.5 million, resulting from general and operating costs. The company is a blank check company with no operations or revenue to date, focused on completing an initial business combination. As of December 31, 2025, the company held $306.9 million in its Trust Account and had total assets of $308.2 million, with a shareholders' deficit of $19.4 million. The company has entered into a Business Combination Agreement with ReserveOne, Inc., expected to close in the second quarter of 2026.
M3-Brigade Acquisition V Corp. Units reported net income of $5,778,750 for the year ended December 31, 2025, which represents a blank check company with no operational revenue. The company's financial performance was entirely driven by non-operating income of $12,263,666 from interest earned on cash held in the Trust Account. This was partially offset by general and operating costs of $4,867,916 and compensation expenses of $1,617,000, resulting in a loss from operations of $6,484,916. The company has not engaged in any operations or generated any revenue since its inception on March 12, 2024. For the period from March 12, 2024 (inception) through December 31, 2024, the company reported net income of $5,226,327, consisting of $5,679,743 from interest earned on cash held in Trust Account, partially offset by $453,416 of general and operating costs.
The company has generated no operating revenues to date. As a blank check company, M3-Brigade's only activities from inception through December 31, 2025 were organizational activities, those necessary to prepare for the initial public offering (IPO), and identifying a target company for a business combination. The company does not expect to generate any operating revenues until after the completion of its business combination. All income reported is non-operating income in the form of interest income on cash and marketable securities held in the Trust Account.
With no revenue generation, traditional margin analysis is not applicable. The company incurred expenses totaling $6,484,916 from operations, consisting of general and operating costs and compensation expenses. These expenses were more than offset by interest income of $12,263,666 from the Trust Account, resulting in positive net income. The company's cost structure is minimal, primarily consisting of public company compliance costs (legal, financial reporting, accounting and auditing) and due diligence expenses related to identifying potential business combination targets.
As of December 31, 2025, the company had total assets of $308.2 million, consisting primarily of $306.9 million in investments held in the Trust Account and $1.2 million in cash. Total liabilities were $20.7 million, including $13.4 million in deferred underwriting fee payable and $7.3 million in current liabilities. The company reported shareholders' deficit of $19.4 million. Cash flow from operating activities showed a net cash used of $1.5 million, while investing activities used $288.9 million primarily for investment of cash into the Trust Account. Financing activities provided $1.8 million in net cash. The company had a working capital deficit of $5,995,887 as of December 31, 2025. Management has determined that liquidity concerns and the mandatory liquidation date raise substantial doubt about the company's ability to continue as a going concern.
The company has entered into a Business Combination Agreement with ReserveOne, Inc. on July 7, 2025, with the closing expected to occur in the second quarter of 2026, subject to customary closing conditions. The company must complete its initial business combination by August 2, 2026 (24 months from the IPO closing date), or it will be required to liquidate and redeem public shares. The company intends to use substantially all funds held in the Trust Account to complete its initial business combination. Key risk factors include the ability to complete a business combination within the required timeframe, dependence on interest income from the Trust Account to fund operations, and the working capital deficit. The company may need to raise additional funds to meet operating expenditures and may issue additional securities or incur debt in connection with the business combination.