M3-Brigade Acquisition V Corp-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 Commission file number: 001-42171 M3-BRIGADE ACQUISITION V CORP.(Exact Name of Registrant as Specified in Its Charter) 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. Large accelerated filerNon-accelerated filer 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 of May 14, 2026, there were 28,750,000 Class A ordinary shares, $0.0001 par value per share, and 7,187,500 Class B ordinaryshares, $0.0001 par value per share, issued and outstanding. M3-BRIGADE ACQUISITION V CORP.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025(Unaudited)3Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (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 Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value ofapproximately $10.77 and $10.67 per share as of March 31, 2026 and December 31, 2025,respectively309,579,292306,880,908 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 MONTHS ENDED MARCH 31, 2026 M3-BRIGADE ACQUISITION V CORP.CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) M3-BRIGADE ACQUISITION V CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026(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 corporationon March12, 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 March 31, 2026, the Company had not commenced any operations. All activity for the period from March12, 2024 (inception)through March 31, 2026, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is describedbelow, and the search for a Business Combination, which is described below and in Note 6. The Company will not generate anyoperating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. TheCompany has selected December31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on July 31, 2024. On August 2, 2024, theCompany consummated the Initial Public Offering of 28,750,000 units (the “Units”), which includes the full exercise by theunderwriters of their