M3-Brigade Acquisition V Corp. Files S-1/A Amendment

TL;DR

SPAC M3-Brigade V files S-1/A. Looks like they're still aiming for a deal.

AI Summary

M3-Brigade Acquisition V Corp. filed an S-1/A amendment on June 21, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 1700 Broadway, New York, NY. Mohsin Y. Meghji is the Executive Chairman of the Board of Directors.

Why It Matters

This filing indicates M3-Brigade Acquisition V Corp. is moving forward with its plans as a special purpose acquisition company, potentially leading to a future business combination.

Risk Assessment

Risk Level: medium — As a blank check company, its success is entirely dependent on identifying and completing a suitable business combination, which carries inherent risks.

Key Numbers

• 333-279951 — SEC File Number (Identifies this specific registration filing with the SEC.)

Key Players & Entities

• M3-Brigade Acquisition V Corp. (company) — Registrant
• June 21, 2024 (date) — Filing Date
• Cayman Islands (jurisdiction) — Place of Incorporation
• 1700 Broadway, New York, NY (address) — Principal Executive Offices
• Mohsin Y. Meghji (person) — Executive Chairman of the Board of Directors
• 333-279951 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $250,000,000 — ne 21 , 2024 PRELIMINARY PROSPECTUS $250,000,000 M3-Brigade Acquisition V Corp.
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordi
• $11.50 — s A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $1.50 — e, subject to adjustment, at a price of $1.50 per warrant, or $7,250,000 in the aggre
• $7,250,000 — nt, at a price of $1.50 per warrant, or $7,250,000 in the aggregate in a private placement
• $4,250,000 — rrants at a price of $1.50 per warrant ($4,250,000 in the aggregate) in a private placemen
• $285,750,000 — ing up to an aggregate of approximately $285,750,000 of the units in this offering at the of
• $287,500,000 — ed in this prospectus, $250,000,000, or $287,500,000 if the underwriters’ over -allot
• $100,000 — d thereon (less taxes payable and up to $100,000 of interest income to pay dissolution e
• $0.20 — x00a0;    Includes $0.20 per unit (excluding any units sold purs
• $5,000,000 — ption to purchase additional units), or $5,000,000 in the aggregate (whether or not the un
• $0.45 — closing of this offering. Also includes $0.45 per unit on units other than those sold
• $0.65 — option to purchase additional units and $0.65 per unit on units sold pursuant to the
• $11,250,000 — option to purchase additional units, or $11,250,000 in the aggregate or up to $13,687,500 i
• $13,687,500 — r $11,250,000 in the aggregate or up to $13,687,500 in the aggregate if the underwriters&#x

Filing Documents

• ea0204051-05.htm (S-1/A) — 3148KB
• ea020405105ex1-1_m3brigade5.htm (EX-1.1) — 242KB
• ea020405105ex3-1_m3brigade5.htm (EX-3.1) — 231KB
• ea020405105ex3-2_m3brigade5.htm (EX-3.2) — 267KB
• ea020405105ex4-1_m3brigade5.htm (EX-4.1) — 17KB
• ea020405105ex4-2_m3brigade5.htm (EX-4.2) — 16KB
• ea020405105ex4-3_m3brigade5.htm (EX-4.3) — 26KB
• ea020405105ex4-4_m3brigade5.htm (EX-4.4) — 156KB
• ea020405105ex5-1_m3brigade5.htm (EX-5.1) — 13KB
• ea020405105ex5-2_m3brigade5.htm (EX-5.2) — 38KB
• ea020405105ex10-1_m3brigade5.htm (EX-10.1) — 47KB
• ea020405105ex10-2_m3brigade5.htm (EX-10.2) — 83KB
• ea020405105ex10-3_m3brigade5.htm (EX-10.3) — 129KB
• ea020405105ex10-4_m3brigade5.htm (EX-10.4) — 44KB
• ea020405105ex10-5_m3brigade5.htm (EX-10.5) — 52KB
• ea020405105ex10-6_m3brigade5.htm (EX-10.6) — 102KB
• ea020405105ex14-1_m3brigade5.htm (EX-14.1) — 57KB
• ea020405105ex23-1_m3brigade5.htm (EX-23.1) — 2KB
• ea020405105ex99-1_m3brigade5.htm (EX-99.1) — 2KB
• ea020405105ex99-2_m3brigade5.htm (EX-99.2) — 2KB
• 0001213900-24-054880.txt ( ) — 4675KB

Risk Factors

Risk Factors   45 Cautionary Note Regarding Forward-Looking Statements   92

Use of Proceeds

Use of Proceeds   94 Dividend Policy   97

Dilution

Dilution   98 Capitalization   100 Management’s Discussion and Analysis of Financial Condition and Results of Operations   101 Proposed Business   107 Management   139 Principal Shareholders   148 Certain Relationships and Related Party Transactions   152

Description of Securities

Description of Securities   154 Taxation   173

Underwriting

Underwriting   184 Legal Matters   194 Experts   194 Where You Can Find Additional Information   194 Index to Financial Statements   F-1 We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i Table of Contents Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ii Table of Contents Summary This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: •   &#x00a0

View Full Filing

View this S-1/A filing on SEC EDGAR