M3-Brigade Acquisition VI Corp-A美股招股说明书(2025-08-27版)

M3-Brigade AcquisitionVI Corp. 30,000,000Units M3-Brigade Acquisition VI Corp. is a blank check company incorporated as aCayman Islands exempted company for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to as our initial businesscombination. We have not selected any specific business combination target and wehave not, nor has anyone on our behalf, engaged in any substantive discussions,directly or indirectly, with any business combination target with respect to aninitial business combination with us. However, members of our management team hadbeen actively in discussions with potential business combination partners in theircapacity as officers and directors of the Prior SPACs (as defined herein) and,although we do not currently expect to do so, we may pursue business combinationpartners that had previously been in discussions with the Prior SPACs’ respectivemanagement teams. This is an initial public offering of our securities. Each unit has an offeringprice of $10.00 and consists of one ClassA ordinary share and one-third of oneredeemable warrant. Each whole warrant entitles the holder thereof to purchase oneClassA ordinary share at a price of $11.50 per share, subject to adjustment asdescribed herein. Only whole warrants are exercisable. No fractional warrants will beissued upon separation of the units and only whole warrants will trade. The warrantswill become exercisable 30days after the completion of our initial businesscombination, and will expire fiveyears after the completion of our initial businesscombination or earlier upon redemption or our liquidation, as described herein. Theunderwriters have a 45-day option from the date of this prospectus to purchase up toan additional 4,500,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or aportion of their ClassA ordinary shares that were sold as part of the units in thisoffering, which we refer to collectively as our public shares, upon the completion ofour initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below as oftwobusiness days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account, less taxes payable,divided by the number of then outstanding public shares, subject to the limitationsand on the conditions described herein. Notwithstanding the foregoing redemptionrights, our amended and restated memorandum and articles of association provide thata public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as definedunder Section 13 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)), may be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. See“Summary—The Offering—Limitation on redemption rights of shareholdersholding 15% or more of the shares sold in this offering if we hold shareholder vote”for further discussion on certain limitations on redemption rights. M3-Brigade Sponsor VI LLC (our “sponsor”) and Cantor Fitzgerald& Co., therepresentative of the underwriters, have committed to purchase an aggregate of5,333,333 private placement warrants, each exercisable to purchase one ClassAordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 perwarrant, or $8,000,000 in the aggregate in a private placement that will closesimultaneously with the closing of this offering. Each private placement warrant isexercisable to purchase one ClassA ordinary share at $11.50 per share. Of those 5,333,333 private placement warrants, the sponsor has agreed to purchase4,333,333 private placement warrants and Cantor Fitzgerald& Co. has agreed topurchase 1,000,000 private placement warrants. Twenty-one institutional investors(none of which are affiliated with any member of our management, our sponsor or anyother investor), which we refer to as the “non-managing sponsor investors”throughout this prospectus, have expressed an interest to purchase, indirectlythrough the purchase of non-managing sponsor membership interests, an aggregate of4,000,000 private placement warrants at a price of $1.50 per warrant ($6,000,000 inthe aggregate) in a private placement that will close simultaneously with the closingof this offering. Subject to each non-managing sponsor investor purchasing, throughthe sponsor, the private placement warrants allocated to it in connection with theclosing of this offering, the sponsor will issue membership interests at a nominalpurchase price to the Table of Contents non-managing sponsor investors reflecting interests in an aggregate of 3,000,000founder shares held b