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 period from inception (June 5, 2025) through June 30, 2025. As of the reporting date, the Company had not commenced operations, and all activity related to formation and preparation for its Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value (Period Ended June 30, 2025) |
|---|---|
| Total Assets | $259,487 |
| Total Liabilities | $279,745 |
| Shareholder's Deficit | ($20,258) |
| Net Loss | ($45,258) |
| Net Loss Per Share (Class B) | ($0.01) |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | ($254,745) |
Note: The Company had no revenue, no cash, and a working capital deficit as of June 30, 2025. Liquidity was maintained through advances from related parties ($10,420) and accrued expenses.
Material Changes and Subsequent Events
The most significant development occurred subsequent to the reporting period. On August 28, 2025, the Company consummated its IPO and Private Placement:
- IPO Proceeds: Sold 34,500,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $345,000,000.
- Private Placement: Sold 5,333,333 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co. for $8,000,000.
- Trust Account: $345,000,000 was deposited into a Trust Account.
- Transaction Costs: Total costs were $23,148,834, comprising a $6,000,000 cash underwriting fee, $16,425,000 deferred underwriting fee, and $723,834 in other costs.
- Post-IPO Liquidity: As of August 28, 2025, the Company held $1,895,027 in cash outside the Trust Account with a working capital of $1,214,908.
Outlook, Risks, and Management Commentary
Outlook: The Company has 24 months from the IPO closing (August 28, 2025) to complete a Business Combination. If unsuccessful, the Company will liquidate and redeem public shares from the Trust Account. Management believes current funds are sufficient to operate for one year post-IPO.
Risks:
- Going Concern: Prior to the IPO, the Company had no cash and relied on related party advances. Post-IPO, the ability to complete a combination is subject to market conditions and target availability.
- Redemption Risk: Public shareholders may redeem shares, potentially reducing funds available for the transaction.
- Warrant Redemption: Warrants may be redeemed if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Unusual Items: The financial statements reflect a "Shell Company" status with no operating history. The net loss of $45,258 consists entirely of general and administrative costs related to formation and IPO preparation.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing date and total proceeds deposited into the Trust Account ($345,000,000).
- Deferred Underwriting Fee: Confirm the obligation of $16,425,000 payable only upon successful Business Combination.
- Founder Shares: Verify the 8,625,000 Class B shares held by the Sponsor, noting that 1,125,000 were subject to forfeiture but were retained due to the full exercise of the over-allotment option.
- Related Party Loans: Review the status of the $10,420 in advances from related parties and the availability of up to $1,500,000 in convertible working capital loans.
- Trust Account Terms: Confirm the 24-month deadline for a Business Combination and the conditions for liquidation.