Business Context and Reporting Period
M3-Brigade Acquisition VI Corp. is a Cayman Islands exempted corporation incorporated on June 5, 2025, operating as a blank check company (SPAC) formed to effect a business combination. This Form 10-Q covers the quarter ended September 30, 2025, and the period from inception through that date. The company consummated its Initial Public Offering (IPO) on August 28, 2025, selling 34,500,000 units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option. As of the reporting date, the company has not commenced operations and has not selected a specific business combination target.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance | $346,268,066 |
| Cash (Operating) | $1,569,890 |
| Total Assets | $348,175,977 |
| Net Income (Inception to Sept 30, 2025) | $1,025,286 |
| Net Income (Q3 2025) | $1,070,544 |
| Operating Costs (Inception to Sept 30, 2025) | $242,780 |
| Deferred Underwriting Fee | $16,425,000 |
| Working Capital | $909,428 |
| Shares Outstanding (Class A) | 34,500,000 (Subject to redemption) |
| Shares Outstanding (Class B) | 8,625,000 |
Material Changes and IPO Details
The primary material event during the period was the closing of the IPO on August 28, 2025. The company raised gross proceeds of $345,000,000 from the sale of units and $8,000,000 from the private placement of warrants. A total of $345,000,000 was deposited into the Trust Account. Transaction costs totaled $23,148,834, comprising a $6,000,000 cash underwriting fee, a $16,425,000 deferred underwriting fee, and $723,834 in other offering costs. The company recorded a net income driven primarily by $1,268,066 in interest income earned on Trust Account investments, offset by formation and operating costs.
Outlook, Risks, and Contingencies
Outlook and Liquidity: The company intends to use substantially all funds in the Trust Account to complete a business combination. It has 24 months from the IPO closing (August 28, 2025) to consummate a transaction. Management believes current cash outside the Trust Account ($1.57 million) is sufficient to fund operations for at least one year. The Sponsor and affiliates may provide working capital loans up to $1,500,000, which may be convertible into warrants.
Risks: The company faces risks common to SPACs, including the inability to complete a business combination within the 24-month window, which would trigger liquidation. Other risks include market volatility, geopolitical instability, and the potential for the Trust Account value to decline below $10.00 per share (though the Sponsor has agreed to indemnify the Trust Account against certain claims).
Contingencies: The company has no material litigation pending. The deferred underwriting fee of $16,425,000 is contingent upon the successful completion of a business combination.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which currently stands at approximately $10.04 per share.
- Redemption Rights: Confirm the terms under which public shareholders can redeem shares, specifically the 24-month deadline and the potential for redemption upon a business combination vote.
- Deferred Fees: Note the significant deferred underwriting liability ($16.4M) that will reduce net proceeds available to the combined entity upon closing.
- Sponsor Commitment: Review the Sponsor's indemnification agreement regarding the Trust Account balance and the lock-up provisions on founder shares.
- Warrant Terms: Verify the exercise price ($11.50) and redemption triggers ($18.00 per share) for both public and private placement warrants.