MBVI

Business Context and Reporting Period

Company: M3-Brigade Acquisition VI Corp. (MBVI)

Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 5, 2025)

Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company/SPAC) with no operating history.

Objective: To effect a merger, share exchange, or asset acquisition with one or more businesses, with a specific focus on the cryptocurrency and blockchain sectors.

Key Milestone: Consummated Initial Public Offering (IPO) on August 28, 2025, selling 34,500,000 Units at $10.00 per Unit (including full over-allotment exercise).

Key Financial Metrics

Material Changes and Capital Structure

• IPO Proceeds: Gross proceeds of $345,000,000 from the sale of Units. Simultaneously, $8,000,000 was raised from the private placement of 5,333,333 warrants.
• Trust Account: $345,000,000 was deposited into the Trust Account at IPO. As of December 31, 2025, the balance grew to $349,608,438 due to interest income.
• Share Structure:
  • Class A (Public): 34,500,000 shares outstanding (subject to redemption).
  • Class B (Founder): 8,625,000 shares outstanding (representing 20% of total voting power).
  • Warrants: 11,500,000 Public Warrants and 5,333,333 Private Placement Warrants outstanding. Exercise price is $11.50 per share.
• Transaction Costs: Total transaction costs were $23,148,834, including $6,000,000 in cash underwriting fees and $16,425,000 in deferred fees.

Outlook, Risks, and Management Commentary

• Completion Window: The Company has 24 months from the IPO closing (August 28, 2025) to complete an initial business combination. If unsuccessful, the Company will liquidate and redeem Public Shares.
• Liquidity: The Company has $875,408 in cash outside the Trust Account to fund operations. Management believes this is sufficient for the completion window but may seek additional financing or loans from the Sponsor (up to $1,500,000 convertible to warrants) if necessary.
• Going Concern: The filing notes substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed within the deadline.
• Risk Factors:
  • Target Selection: No specific target has been identified. The Company faces competition from other SPACs and private equity firms.
  • Redemption Risk: Significant redemptions could reduce cash available for the transaction, potentially forcing the Company to seek additional financing or abandon a deal.
  • Geopolitical & Economic: Risks include global conflicts (Ukraine, Middle East), inflation, interest rate fluctuations, and regulatory changes affecting the cryptocurrency sector.
  • Investment Company Act: Risk of being deemed an investment company if the Trust Account holds securities for too long, which could impose burdensome compliance requirements.
• Management: Led by executives from M3 Partners and Brigade Capital Management. Officers are not required to commit full time to the Company prior to a business combination.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance and interest rate environment to confirm the redemption value per share remains above $10.00.
• Working Capital Sufficiency: Monitor the $875,408 cash balance outside the Trust to ensure it covers operating expenses until the 24-month deadline.
• Extension Provisions: Review the Company's charter for mechanisms to extend the completion window and the associated costs (e.g., depositing additional funds into the Trust).
• Target Sector Exposure: Assess the volatility and regulatory landscape of the cryptocurrency and blockchain sectors, which are the Company's primary focus.
• Sponsor Commitments: Confirm the Sponsor's ability to fund working capital loans if needed and their agreement to waive redemption rights on founder shares.
• Deferred Underwriting Fee: Note the $16,425,000 liability payable only upon successful completion of a business combination.