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Item 1. Financial Statements

2025-08-14 compared with 2025-05-13 · 465 added, 291 removed, 528 unchanged (59% of the section changed)

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CONDENSED BALANCE SHEETS

MARCH 31, 2025

Current assets

Prepaid expenses, current

Total current assets

Long-term prepaid expense

Investments held in Trust Account

expenses, current

from related party

current assets

prepaid expense

held in Trust Account

$ 301,869,159

$ 295,809,536

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

offering costs

promissory note – related party

from related party

current liabilities

Accrued offering costs

Accrued expenses

Advances from related party

Total current liabilities

Deferred underwriting fee payable

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of approximately $10.35 and $ 10.25 per share as of March 31, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

underwriting fee payable

and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of approximately $ 10.46 and $ 10.25 per share as of June 30, 2025 and December 31, 2024, respectively

Shareholders’

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding as of March 31, 2025 and December 31, 2024

none issued or outstanding as of June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024

none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

7,187,500 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

7,187,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024

paid-in capital

( 14,027,442 )

( 12,936,131 )

Total Shareholders’ Deficit

Shareholders’ Deficit

( 14,026,723 )

( 12,935,412 )

Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

$ 301,869,159

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CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

For the Period from March 12, 2024 (Inception) Through

General and administrative costs

General and operating costs

Loss from operations

Other income:

Interest earned on investments held in Trust Account

( 1,045,584 )

OTHER INCOME (EXPENSE)

Compensation expense

Interest earned on marketable securities held in Trust Account

Total other income

NET INCOME (LOSS)

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares (1)

Basic and diluted net income (loss) per ordinary share, Class B ordinary shares

(1) The period from March 12, 2024 (inception) through March 31, 2024, excludes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised (Note 5).

Basic and diluted weighted average shares outstanding, Class A Redeemable shares

Basic and diluted net income per share

Basic and diluted weighted average shares outstanding, Class B Non-redeemable shares (1)

Basic and diluted net loss per share

(1) Excludes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5).

On August 2, 2024, the Company consummated its Initial 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 subject to forfeiture.

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

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$ ( 13,107,272 )

Accretion for Class A ordinary shares to redemption amount

( 3,103,744 )

Balance – June 30, 2025 (unaudited)

$ ( 14,027,442 )

$ ( 14,026,723 )

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND

FOR THE PERIOD FROM MARCH 12, 2024 (INCEPTION)

THROUGH MARCH 31, 2024

THROUGH JUNE 30, 2024

Ordinary Shares

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Shareholders’

Balance – March 12, 2024 (inception)

Issuance of Class B ordinary shares to Sponsor

Balance – March 31, 2024 (unaudited)

Balance — March 12, 2024

Issuance of Class B ordinary shares to Original Sponsor (1)

Balance – March 31, 2024

Balance – June 30, 2024

(1) Includes an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5).

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CASH FLOWS

For the Period from March 12, 2024 (Inception) Through March 31,

For the Period from March 12, 2024 (Inception) Through

Cash Flows from Operating Activities:

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Adjustments to reconcile net income (loss) to net cash used in operating activities:

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Formation costs paid by Original Sponsor in exchange for issuance of Class B ordinary shares

General and administrative costs paid through advance from related party

Payment of general and administrative costs through promissory note

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Prepaid expenses

Due from related party

Accrued expenses

Net cash used in operating activities

Cash Flows from Financing Activities:

Repayment of advances from related party

Proceeds from promissory note – related party

Net cash provided by financing activities

Net Change in Cash

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Noncash investing and financing activities:

Offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs included in accrued offering costs

Deferred offering costs paid through advance from related party

Deferred offering costs paid by Original Sponsor in exchange for issuance of Class B ordinary shares

The accompanying notes are an integral part of

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

M3-Brigade Acquisition V Corp.

(the “Company”)

is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2024 .

The Company was incorporated for

the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company has not selected any specific Business Combination

target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any

Business Combination target with respect to an initial Business Combination with the Company.

As of March 31, 2025, the Company had not commenced

“Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2024 .

Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or

similar business combination with one or more businesses (the “Business Combination”).

As of June 30, 2025, the Company

had not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any

substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business

Combination with the Company.

See Note 10 for a discussion of the agreement entered into by the Company after June 30, 2025 with

respect to an initial Business Combination.

As of June 30, 2025, the Company had not commenced

any operations.

All activity for the period from March 12, 2024 (inception) through March 31, 2025 relates to the Company’s

All activity for the period from March 12, 2024 (inception) through June 30, 2025 relates to the Company’s

formation, the initial public offering (“Initial Public Offering”), which is described below, and the search for a Business

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the amount of 3,750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , which is described in Note 3.

The Company’s sponsor is M3-Brigade Sponsor

V LLC, a Delaware limited liability company (the “Sponsor”), formerly known as M3-Brigade Sponsor V LP, a Delaware limited

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,337,500 warrants (the

“Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters

of the Initial Public Offering, at a price of $ 1.00 per warrant, or $ 8,337,500 , which is described in Note 4.

Of those 8,337,500 Private

Placement Warrants, the Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 3,293,750 Private

Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

Certain institutional investors who are not affiliated with any member of management, the Sponsor or any other investor in the Sponsor

provided approximately 50.1 % of the capital utilized by the Sponsor to purchase the Private Placement Warrants and, as a result, indirectly

hold approximately 50.1 % of such warrants.

The Company’s management has broad discretion with respect to the specific application

of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds

are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 8,337,500 warrants (the “Private Placement Warrants”) to the Original

Sponsor and Cantor Fitzgerald & Co.

at a price of $ 1.00 per warrant, or $ 8,337,500 , which is described in Note 4.

Of those 8,337,500

Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private Placement Warrants and Cantor Fitzgerald & Co.

3,293,750 Private Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of

$ 11.50 per share.

Certain institutional investors who are not affiliated with any member of management, the Original Sponsor or any other

investor in the Original Sponsor provided approximately 50.1 % of the capital utilized by the Original Sponsor to purchase the Private

Placement Warrants and, as a result, indirectly hold approximately 50.1 % of such warrants.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although

substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred

underwriting commissions).

Transaction costs relating to the Initial Public

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additional discussion in Note 6), and $ 1,006,996 of other offering costs.

The Company’s former sponsor is M3-Brigade

Sponsor V LLC, a Delaware limited liability company (the “Original Sponsor”), formerly known as M3-Brigade Sponsor V

LP, a Delaware limited partnership.

On May 23, 2025, the Company entered into a Securities Purchase Agreement (the “Securities

Purchase Agreement”) with the Original Sponsor and MI7 Sponsor, LLC, a Delaware limited liability company (the “Sponsor”),

pursuant to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value

$ 0.0001 per share, and 5,043,750 Private Placement Warrants of the Company owned by the Original Sponsor (collectively, the “Transferred

Sponsor SPAC Securities”) for an aggregate purchase price of $ 6,467,500 (the “Closing Cash Purchase Price”).

The transactions

contemplated by the Agreement were consummated on May 27, 2025 (the “Closing”).

At the Closing, the Original Sponsor delivered

to the Sponsor an assignment of the Transferred Sponsor SPAC Securities against payment of the Closing Cash Purchase Price.

Also on May 27, 2025, the Sponsor entered into

an agreement to purchase 3,293,750 additional Private Placement Warrants of the Company from Cantor Fitzgerald & Co.

Warrants”) for an aggregate purchase price of $ 10 , which was consummated on May 27, 2025, upon which Cantor Fitzgerald &

delivered to the Sponsor an assignment of the Cantor Warrants.

The Company’s Business Combination must

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that the Company will be able to successfully effect a Business Combination.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Following the closing of the Initial Public Offering,

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public shareholders.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

The Company will provide the Company’s

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Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their

founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection

with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate

the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares and public

shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles

of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its Initial

Business Combination or to redeem 100 % of the Company’s public shares if it has not consummated an Initial Business Combination

within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial

Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder

shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the

initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

(iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open

market and privately negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable

to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the

Company’s independent auditors), or a prospective target business with which the Company has entered into a written letter of intent,

confidentiality or other similar agreement or Business Combination agreement (except for the Company’s independent auditors), reduce

the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the actual amount per public share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per share due to reductions in

the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective

target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)

nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company

has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor

has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities

of the Company.

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

The Original Sponsor, officers and directors

have entered into a letter agreement (the “Letter Agreement”) with the Company, pursuant to which they have agreed to (i)

waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial

Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business

Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their

redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment

to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s

obligation to allow redemption in connection with its Initial Business Combination or to redeem 100 % of the Company’s public shares

if it has not consummated an Initial Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-Initial Business Combination activity;

(iii) waive their rights to liquidating distributions

from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within

the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public

shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions

from assets outside the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after

the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Pursuant to the Letter Agreement, the Original

Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products

sold to the Company (except for the Company’s independent auditors), or a prospective target business with which the Company has

entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (except for the

Company’s independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share

and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less

than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

However, the Company has not asked the Original Sponsor to reserve for such indemnification obligations, nor has the Company

independently verified whether the Original Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes

that the Original Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Original Sponsor

would be able to satisfy those obligations.

Pursuant to the Securities Purchase Agreement,

on May 27, 2025, the Company entered into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and the Company’s

directors and executive officers, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of the

Original Sponsor’s rights, title and interests under the Letter Agreement, and the Sponsor agreed to be bound by all terms, conditions,

and covenants and be entitled to all the terms and provisions therein.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $ 818,638

in cash and working capital of $ 223,078 .

In connection with the Company’s assessment of going concern considerations in accordance

with ASC 205-40, “Going Concern,” the Company has sufficient funds for the working capital needs of the Company until a minimum

of one year from the date of issuance of these unaudited condensed financial statements.

The Company cannot assure that its plans to

consummate an Initial Business Combination will be successful.

The Company does not believe it will need to

raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount

necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

As of June 30, 2025, the Company had

$ 799,996 in cash and a working capital deficit of $ 647,014 .

In connection with the Company’s assessment of going concern

considerations in accordance with ASC 205-40, “Going Concern,” management has determined that the Company’s

liquidity concerns and mandatory liquidation date raises substantial doubt about the Company’s ability to continue as a going

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after the Combination Period.

The Company cannot assure that its plans to consummate an Initial Business Combination will be

On June 16, 2025, the Company issued a promissory

note (the “Note”) to the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $ 2,500,000

from the Sponsor.

The Note bears no interest and is payable in full upon the consummation of the Company’s initial business combination

(the “Maturity Date”).

A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which

case the Note may be accelerated.

If the Company does not consummate an initial business combination, the Note will be repaid solely

to the extent the Company has funds available outside its trust account established in connection with the Company’s initial public

On June 18, 2025, the Company borrowed $ 500,000 under the Note.

The Company may need to raise additional

funds, other than any potential borrowings under the Note, in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of completing the transactions contemplated by the agreement with respect to an initial

Business Combination discussed in Note 10 are less than the actual amount necessary to do so, the Company may have insufficient

funds available to operate its business prior to the completion of a Business Combination.

SIGNIFICANT ACCOUNTING POLICIES

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statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2025.

The interim results for the three months ended March 31, 2025 and for the period from March 12, 2024 (inception) through March 31, 2024,

The interim results for the three and six months ended June 30, 2025 and for the period from March 12, 2024 (inception) through June

30, 2024, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Emerging Growth Company

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because of the potential differences in accounting standards used.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Use of Estimates

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The Company had $ 799,996 and $ 821,188

in cash as of March 31, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of March 31, 2025 and December

in cash as of June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of June 30, 2025 and December

Investments Held in Trust Account

At March 31, 2025 and December 31, 2024, the

assets held in the Trust Account, amounting to $ 297,702,371 and $ 294,617,243 , respectively, were held in mutual funds composed of U.S.

treasury securities.

Investments in mutual funds are presented on the condensed balance sheets at fair value at the end of each reporting

At June 30, 2025 and December 31, 2024, the assets

held in the Trust Account, amounting to $ 300,806,115 and $ 294,617,243 , respectively, were held in mutual funds composed of U.S.

Investments in mutual funds are presented on the condensed balance sheets at fair value at the end of each reporting period.

The estimated fair values of investments held in the Trust Account are determined using available market information.

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the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.

The Company follows the asset and liability method of accounting for

income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to

apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Convertible Promissory Note – Related

The Company accounts for the promissory note (the

“Note”) issued on June 16, 2025 to Sponsor under ASC Topic 470 and is measured at amortized cost.

The embedded conversion

feature was evaluated under ASC Topic 815 and determined to meet the “own equity” scope exception and therefore bifurcation

is not required.

No other embedded features require separate recognition.

The fair value option under ASC 825 is not permitted.

the Note is measured at the amount of cash proceeds received from the holder.

The Company follows the asset and liability method

of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities

are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes under ASC

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as income tax expense.

As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for

interest and penalties.

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As such, the Company’s tax provision was zero for the periods presented.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Fair Value Measurements

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Warrant Instruments

The Company accounts for the Public and Private Warrants issued in

connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815,

“Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instrument under equity treatment

at its assigned value.

The Company accounts for the Public and Private

Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained

in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instrument

under equity treatment at its assigned value.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Class A Shares Subject to Possible Redemption

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shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, at March

Accordingly, at June

30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

At March 31, 2025 and December 31, 2024, the

Class A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

At June 30, 2025 and December 31, 2024, the Class

A ordinary shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

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$ 297,702,371

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Accretion for Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption, June 30, 2025

$ 300,806,115

Net Income (Loss) per Ordinary Share

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Class A ordinary shares and Class B ordinary shares, and the Company’s income and losses are shared pro rata between the two classes

of shares for the three months ended March 31, 2025.

For the period from March 12, 2024 (inception) through March 31, 2024, the Company

had one class of share outstanding – Class B ordinary shares.

Net income per ordinary share is calculated by dividing the net income

by the weighted average shares of ordinary shares outstanding for the respective period.

of shares for the three and six months ended June 30, 2025.

For the period from March 12, 2024 (inception) through June 30, 2024, the

Company had one class of share outstanding – Class B ordinary shares.

Net income per ordinary share is calculated by dividing the

net income by the weighted average shares of ordinary shares outstanding for the respective period.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The calculation of diluted net income per ordinary

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For the Three Months Ended

March 31, 2025

June 30, 2025

For the Three Months Ended

June 30, 2024

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss), as adjusted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

For the Six Months Ended

June 30, 2025

For the Period from

March 12, 2024 (Inception)

March 12, 2024

(Inception) Through

March 31, 2024

Basic and diluted net income (loss) per ordinary share

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adverse impact on the Company’s financial condition, results of operations, and cash flows.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”)

2023-07, “Segment Reporting (Topic 280):

In November 2023, the FASB issued Accounting

Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The amendments in this ASU require

disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision

maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable

segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided

to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 at its inception.

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condensed financial statements.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

INITIAL PUBLIC OFFERING

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expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

As of March 31, 2025 and December 31, 2024, there

As of June 30, 2025 and December 31, 2024, there

were 22,712,500 warrants outstanding, including 14,375,000 warrants sold as part of the Units in the Initial Public Offering and 8,337,500

38 unchanged sentences

its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

If the holders exercise their Public Warrants

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a price of $ 0.01 per warrant;

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

a minimum of 30 days ’ prior written notice of redemption (the “ 30 -day redemption period”);

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Simultaneously with the closing of the Initial

Public Offering, the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate of 8,337,500

Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per warrant,

or $ 8,337,500 in the aggregate.

Of those 8,337,500 Private Placement Warrants, the Sponsor purchased 5,043,750 Private Placement Warrants

and Cantor Fitzgerald & Co.

Public Offering, the Original Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate

of 8,337,500 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00

per warrant, or $ 8,337,500 in the aggregate.

Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750

Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 3,293,750 Private Placement Warrants.

Certain institutional investors who are not affiliated

with any member of management (the “non-managing sponsor investors”), the Sponsor or any other investor in the Sponsor provided

approximately 50.1 % of the capital utilized by the Sponsor to purchase the Private Placement Warrants and, as a result, indirectly hold

approximately 50.1 % of such warrants.

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price

of $ 11.50 per share, subject to adjustment.

Certain institutional investors

who are not affiliated with any member of management (the “non-managing sponsor investors”), the Original Sponsor or any

other investor in the Original Sponsor provided approximately 50.1 % of the capital utilized by the Original Sponsor to purchase the Private

Placement Warrants and, as a result, indirectly hold approximately 50.1 % of such warrants.

Each whole warrant entitles the registered

holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

The Private Placement Warrants are identical

to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald &

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise

of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30

days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to

Private Placement Warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years from

the date of the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their

founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection

with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate

the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares and public

shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles

of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial

Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial Business Combination within

the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares

if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating

distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business

Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote any founder

shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately

negotiated transactions) in favor of the initial Business Combination.

RELATED PARTY TRANSACTIONS

Founder Shares

On March 15, 2024, the Sponsor made a capital

contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued

7,187,500 founders shares to the Sponsor.

As the underwriters’ over-allotment was exercised in full as part of the Initial Public

Offering, none of the founder shares are subject to forfeiture.

to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Original Sponsor, Cantor Fitzgerald

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable

upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders

until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect

to Private Placement Warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years

from the date of the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

On May 23, 2025, the Company entered into the Securities Purchase Agreement

with the Original Sponsor and the Sponsor, pursuant to which the Original Sponsor agreed to sell, and the Sponsor agreed to purchase,

7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants of the Company owned by the Original

Sponsor for an aggregate purchase price of $ 6,467,500 .

The transactions contemplated by the Securities Purchase Agreement were consummated

on May 27, 2025.

At the Closing, the Original Sponsor delivered to the Sponsor an assignment of the Transferred Sponsor SPAC Securities

against payment of the Closing Cash Purchase Price.

Also on May 27, 2025, the Sponsor entered into an agreement to purchase 3,293,750

additional Private Placement Warrants of the Company from Cantor Fitzgerald & Co.

for an aggregate purchase price of $ 10 , which was

consummated on May 27, 2025, upon which Cantor Fitzgerald & Co.

delivered to the Sponsor an assignment of the Cantor Warrants.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The Original Sponsor, officers and directors

have entered into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with

respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier

redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines

it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to

their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and

restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption

in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not consummated an initial

Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions from the Trust Account with

respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although

they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company

fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside

the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering

(including in open market and privately negotiated transactions) in favor of the initial Business Combination.

Pursuant to the Securities Purchase Agreement, on May 27, 2025, the

Company entered into an Assignment and Assumption Agreement with the Sponsor, the Original Sponsor and the Company’s directors and

executive officers, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of Original Sponsor’s

rights, title and interests under the Letter Agreement, and the Sponsor agreed to be bound by all terms, conditions, and covenants and

be entitled to all the terms and provisions therein.

The Company also entered into an Assignment and Assumption Agreement with the Sponsor

and the Original Sponsor, pursuant to which the Original Sponsor assigned to the Sponsor, and the Sponsor assumed, all of Original Sponsor’s

rights, title and interests under the Registration Rights Agreement, dated as of July 31, 2024, by and among the Company, Original Sponsor

and Cantor Fitzgerald & Co., pursuant to which the Sponsor agreed to be bound by all terms, conditions, and covenants and be entitled

to all the terms and provisions therein.

RELATED PARTY TRANSACTIONS

Founder Shares

On March 15, 2024, the Original Sponsor made

a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the

Company issued 7,187,500 founders shares to the Original Sponsor.

As the underwriters’ over-allotment was exercised in full as

part of the Initial Public Offering, none of the founder shares are subject to forfeiture.

The Company’s initial shareholders have

11 unchanged sentences

shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an

aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

On May 23, 2025, the Company entered into the

Securities Purchase Agreement with the Original Sponsor and the Sponsor, pursuant to which the Original Sponsor agreed to sell, and the

Sponsor agreed to purchase, 7,187,500 Class B ordinary shares, par value $ 0.0001 per share, and 5,043,750 Private Placement Warrants

of the Company owned by the Original Sponsor for an aggregate purchase price of $ 6,467,500 .

The transactions contemplated by the Agreement

were consummated on May 27, 2025.

At the Closing, the Original Sponsor delivered to the Sponsor an assignment of the Transferred Sponsor

SPAC Securities against payment of the Closing Cash Purchase Price.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Convertible Promissory Note — Related Party

The Original Sponsor had agreed to loan the Company

an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest bearing,

1 unchanged sentence

As of the Initial Public Offering, the loan was repaid and was no longer available to be drawn upon.

On June 16, 2025, the Company issued a promissory

note (the “Note”) to the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $ 2,500,000

from the Sponsor.

The Note bears no interest and is payable in full upon the consummation of the Company’s initial business combination

(the “Maturity Date”).

A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case

the Note may be accelerated.

Upon consummation of a Business Combination, Sponsor shall have the option, but not the obligation, to convert

up to $ 1,500,000 of the outstanding unpaid principal balance under this Note, into Private Placement Warrants at the purchase price of

$ 1.00 per Private Placement Warrant, each such Private Placement Warrant exercisable to purchase one Class A ordinary share of the Company

at $ 11.50 per share, subject to adjustment.

If the Company does not consummate an initial business combination, the Note will be repaid

solely to the extent the Company has funds available outside its trust account established in connection with the Company’s initial

public offering.

On June 18, 2025, the Company borrowed $ 500,000 under the Note.

The proceeds of the Note will be used to provide the

Company with general working capital.

As of June 30, 2025 and December 31, 2024, there were $ 500,000 and $0 , respectively, outstanding

under the Note.

The Company accounts for the Note in accordance with ASC 470 and has

determined that the embedded derivative within the Note does not require bifurcation.

The Note was issued in a related-party transaction

that was not conducted at arm’s length.

Accordingly, the Note is measured at the amount of cash proceeds received from the holder.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes

a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the

Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from

the Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible

into private placement warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

As of March 31, 2025 and December 31, 2024, no such Working Capital

Loans were outstanding.

In order to finance transaction costs in connection with a Business

Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated

to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes a Business Combination,

the Company would repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use a portion

of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would

be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans, which would include any potential borrowings under the Note, may be convertible into private placement warrants

of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to

the Private Placement Warrants.

Advance from Related Party

M3 Partners has advanced the Company $ 280,545

The Original Sponsor has advanced the Company

$ 280,545 to be used for expenses related to the Initial Public Offering.

Subsequently, M3 Partners advanced an additional $ 98,212 and $ 51,898

to the Company as of December 31, 2024 and during the three months ended March 31, 2025, respectively.

As of March 31, 2025 and December

31, 2024, the Company had $ 430,655 and $ 378,757 in advances from related party, respectively.

On April 4, 2025, the Company repaid M3

Partners $ 378,757 of these outstanding advances.

Subsequently, the Original Sponsor advanced an additional $ 98,212

and $ 51,898 to the Company as of December 31, 2024 and during the three months ended June 30, 2025, respectively.

On April 4, 2025, the

Company repaid the Original Sponsor $ 378,757 of these outstanding advances.

As of June 30, 2025 and December 31, 2024, the Company had

$0 and $ 378,757 in advances from related party, respectively.

Independent Directors Compensation

On June 26, 2025, the Company adopted a Non-Employee Director Compensation

Plan to attract and retain highly qualified individuals to serve as non-employee directors.

Effective October 1, 2025, the Company will

compensate its independent directors through cash payments for their service on the Board of Directors.

For the three and six months ended

June 30, 2025, and 2024, the Company recognized approximately $ 46,000 and $ 0 , respectively, in director compensation expense within its

unaudited condensed statements of operations.

The related accrued compensation, included in accrued expenses on the condensed balance

sheets, was approximately $ 46,000 and $ 0 as of June 30, 2025, and December 31, 2024, respectively.

COMMITMENTS AND CONTINGENCIES

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the filing of any such registration statements.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Underwriters’ Agreement

11 unchanged sentences

initial Business Combination subject to the terms of the underwriting agreement.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Risks and Uncertainties

15 unchanged sentences

Company is authorized to issue a total of 1,000,000 preferred shares at par value of $ 0.0001 each.

At March 31, 2025 and December 31,

At June 30, 2025 and December 31,

2024, there were no preferred shares issued or outstanding.

1 unchanged sentence

Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At March 31, 2025 and

At June 30, 2025 and

December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 28,750,000 Class A ordinary shares subject

2 unchanged sentences

Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

As of March 31, 2025

and December 31, 2024, there were 7,187,500 Class B ordinary shares issued and outstanding.

As of June 30, 2025 and

December 31, 2024, there were 7,187,500 Class B ordinary shares issued and outstanding.

The founder shares included an aggregate

21 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

FAIR VALUE MEASUREMENTS

8 unchanged sentences

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient

frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or

liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions

that market participants would use in pricing the asset or liability.

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and December 31,

the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31,

2024 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

were no transfers between levels of fair value hierarchy during the periods ended December 31, 2024 and March 31, 2025.

March 31, 2025

were no transfers between levels of fair value hierarchy during the periods ended December 31, 2024 and June 30, 2025.

June 30, 2025

Investments held in Trust Account - U.S.

6 unchanged sentences

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards

for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major

Operating segments are defined as components of an enterprise for which separate financial information is available that

is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive

Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial

Accordingly, management has determined that the Company only has one operating segment.

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and

assess performance.

The Company’s CODM has been identified as

the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources

and assessing financial performance.

Accordingly, management has determined that the Company only has one reporting segment.

M3-BRIGADE ACQUISITION V CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or

The measure of segment assets is reported on the balance sheet as total assets

When evaluating the Company’s performance

and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

2024 (Inception)

For the Period from March 12, 2024 (Inception) Through

General and administrative costs

3 unchanged sentences

$ 294,617,243

The key measures of segment profit or loss reviewed

by the CODM are interest earned on investments held in Trust Account and general and administrative costs.

The CODM reviews interest

earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative costs are reviewed and

monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the

business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements

to ensure costs are aligned with all agreements and budget.

The accounting policies used to measure the profit and loss of the segment

are the same as those described in the summary of significant accounting policies.

The CODM reviews interest earned on investments

held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust

Account funds while maintaining compliance with the trust agreement.

General and administrative costs are reviewed and monitored by the

CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

General and administrative costs, as reported on the statement of operations, are the significant

segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement

of operations and described within their respective disclosures.

The accounting policies used to measure the profit

and loss of the segment are the same as those described in the summary of significant accounting policies.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred

after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review,

other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited

condensed financial statements.

On April 4, 2025, the Company repaid M3 Partners

$ 378,757 of outstanding balances recorded as advances from related party in the accompanying condensed balance sheets.

The Company evaluated subsequent events and transactions

that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

On July 7, 2025, the Company, ReserveOne, Inc.,

a Delaware corporation (“ReserveOne”), ReserveOne Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ReserveOne

(“Pubco”), R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),

and R1 Company Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and,

together with the SPAC Merger Sub, the “Merger Subs”), entered into a business combination agreement (the “Business

Combination Agreement”).

As a result of the transactions contemplated

by the Business Combination Agreement, the Company will be de-registered in the Cayman Islands and register by way of continuation to

the State of Delaware and domesticate as a Delaware corporation (the “Domestication”).

Following the Domestication, SPAC Merger Sub

will merge with and into the Company (the “SPAC Merger”), with the Company continuing as the surviving entity (the “SPAC

Surviving Subsidiary”), and as a result of which the Company will be a wholly-owned subsidiary of Pubco.

Promptly following the

SPAC Merger, Company Merger Sub will merge with and into ReserveOne (the “Company Merger” and, together with the SPAC Merger,

the “Mergers”), with ReserveOne continuing as the surviving company (the “Company Surviving Subsidiary”), and

as a result of which ReserveOne will be a wholly-owned subsidiary of Pubco.

As a result of the Mergers, Pubco will become

a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance

with applicable laws.

The shares of Pubco Class A common stock, par

value $ 0.0001 per share, will be listed for trading and will be freely transferable, subject to the transfer restrictions set forth in

the Sponsor Support Agreement and the Lock-Up Agreement and any restrictions pursuant to applicable laws.

The shares of Pubco Class B

common stock, par value $ 0.0001 per share, will not be listed or freely transferable.

The Closing is expected to occur in the fourth

quarter of 2025, subject to the satisfaction of certain customary closing conditions.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements