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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 16, 2025
M3-BRIGADE ACQUISITION V CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42171 | 98-1781141 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 1700 Broadway, 19th Floor New York, New York |
10019 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 202-2200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | MBAVU | The Nasdaq Stock Market LLC | ||
| Class A ordinary share, par value $0.0001 per share | MBAV | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | MBAVW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on June 18, 2025, M3-Brigade Acquisition V Corp. (the “Company”) issued a convertible promissory note (the “Note”) to M17 Sponsor, LLC (the “Sponsor”), the Company’s sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $2,500,000 from the Sponsor, after which the Company borrowed $500,000 under the note on June 18, 2025. Unless otherwise defined herein, capitalized terms used in this Current Report on Form 8-K shall have the same meaning set forth in the Note.
On July 16, 2025, the Company and the Sponsor entered into the First Amendment to the Note (the “Note Amendment”), solely to correct a scrivener’s error regarding the Sponsor’s option to convert up to $1,500,000 of the outstanding unpaid principal balance under the Note into Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant. Pursuant to the Note Amendment, the purchase price per Private Placement Warrant was corrected to reflect a purchase price of $1.00 per Private Placement Warrant upon conversion under the Note. All other terms of the Note remain unchanged.
The foregoing description of the Note Amendment is subject to and qualified in its entirety by reference to the full text of the Note Amendment, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | First Amendment to Promissory Note, by and between the Company and the Sponsor, dated as of July 16, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 18, 2025
| M3-BRIGADE ACQUISITION V CORP. | ||
| By: | /s/ Robert Rivas Collins | |
| Name: | Robert Rivas Collins | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
FIRST AMENDMENT TO PROMISSORY NOTE
OF
M3-BRIGADE ACQUISITION V CORP.
THIS FIRST AMENDMENT TO PROMISSORY NOTE OF M3-BRIGADE ACQUISITION V CORP. (this “Amendment”), dated as of July 16, 2025, is made by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Maker”) and MI7 Sponsor, LLC, a Delaware limited liability company (the “Payee”).
RECITALS:
A. The Payee made a loan (the “Loan”) to the Maker, as evidenced by that certain Promissory Note, dated as of June 16, 2025, in the principal amount not to exceed $2,500,000 of which $500,000 in principal has been drawn as of July 16, 2025, given by the Payee to and in favor of the Maker (as modified to date, the “Note”).
B. The Maker has requested that the Payee amend the Note to correct a scrivener’s error, and the Payee is willing to amend the Note in accordance with the terms and conditions set forth herein.
C. Any capitalized term used but not otherwise defined in this Amendment shall have the meaning given to such term in the Note.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and the Payee hereby agree as follows:
1.Amendments. The Note is hereby amended as follows:
(a) Section 6 of the Note is hereby amended to replace the phrase “at a purchase price of $1.50 per Private Placement Warrant” with “at a purchase price of $1.00 per Private Placement Warrant”.
2.Confirmation. The Maker ratifies, reaffirms and confirms that all of the terms and provisions of the Note, prior to the date hereof and as amended hereby, are and shall continue to be in full force and effect and valid and enforceable in accordance with its terms.
3.No Waiver. The execution of this Amendment by the Payee does not constitute a waiver of any rights or remedies available to the Payee pursuant to the terms, covenants and conditions of the Note.
4.Further Assurances. The Maker agrees to do, execute, acknowledge and deliver to the Payee, and cause to be done, executed, acknowledged and delivered to Payee, all further acts assignments, assurances and documents as shall be reasonably requested of it in order to carry out this Amendment and give effect hereto.
5.Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed to be an original, but all such counterparts taken together shall together constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be signed in its name as of the date first written above.
| MAKER: | ||
| M3-BRIGADE ACQUISITION V CORP. | ||
| By: | /s/ Robert Rivas Collins | |
| Name: | Robert Rivas Collins | |
| Title: | Chief Executive Officer | |
| THE PAYEE: | ||
| MI7 SPONSOR, LLC | ||
| By: | /s/ Thomas Boychuk | |
| Name: | Thomas Boychuk | |
| Title: | Chief Financial Officer | |
[Signature Page to First Amendment to Promissory Note of M3-Brigade Acquisition V Corp.]