M3-Brigade Acquisition V Corp-A 2025年季度报告

FORM10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter endedSeptember 30,2025 Commission file number:001-42171 M3-BRIGADE ACQUISITION V CORP.(Exact Name of Registrant as Specified in Its Charter) (Issuer’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As ofNovember 12, 2025, there were28,750,000Class A ordinary shares, $0.0001 par value per share, and7,187,500Class Bordinary shares, $0.0001 par value per share, issued and outstanding. M3-BRIGADE ACQUISITION V CORP.FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Financial Statements1Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 20241Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025, for the ThreeMonths Ended September 30, 2024 and for the Period from March 12, 2024 (Inception) Through September 30,2024 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30,2025, for the Three Months Ended September 30, 2024 and for the Period from March 12, 2024 (Inception)Through September 30, 2024 (Unaudited)3Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and for the Period fromMarch 12, 2024 (Inception) Through September 30, 2024 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3. Quantitative and Qualitative Disclosures About Market Risk27Item 4. Controls and Procedures27Part II. Other Information28Item 1. Legal Proceedings28Item 1A. Risk Factors28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds28Item 3. Defaults Upon Senior Securities28Item 4. Mine Safety Disclosures28Item 5. Other Information28Item 6. Exhibits29Part III. Signatures30 M3-BRIGADE ACQUISITION V CORP.CONDENSED BALANCE SHEETS M3-BRIGADE ACQUISITION V CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) M3-BRIGADE ACQUISITION V CORP.CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (1)Includes an aggregate of up to 937,500 ClassB ordinary shares subject to forfeiture by the holders thereof depending on the extentto which the underwriters’ over-allotment option is exercised (see Note5). On August 2, 2024, the Company consummated itsInitial Public Offering and sold 28,750,000 Units, including 3,750,000 Units sold pursuant to the full exercise of the underwriters’option to purchase additional units to cover the over-allotment, hence the 937,500 Class B ordinary shares were no longer subjectto forfeiture. The accompanying notes are an integral part of the unaudited condensed financial statements. M3-BRIGADE ACQUISITION V CORP.CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) Cash Flows from Operating Activities:Net income M3-BRIGADE ACQUISITION V CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2025(Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS M3-Brigade AcquisitionV Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporationonMarch12, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of September 30, 2025, the Company had not commenced any operations. All activity for the period from March12, 2024(inception