Item 5. Other Information
Item 5. Other Information
None .
26
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference
into, this Quarterly Report on Form 10-Q.
No.
Description
of Exhibit
2.1+
Business Combination Agreement, dated as of July 7, 2025, by and among the Company, ReserveOne, Pubco, SPAC Merger Sub and Company Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2025).
10.1
Securities Purchase Agreement, dated as of May 23, 2025, by and among the Company, the Original Sponsor and the Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2025).
10.2
Waiver, dated as of May 27, 2025, by and among the Company, the Original Sponsor, the Sponsor, Cantor Fitzgerald & Co. and the other parties thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2025).
10.3
Assignment and Assumption Agreement, dated as of May 27, 2024, by and among the Company, the Original Sponsor and Cantor Fitzgerald & Co., and the other parties thereto (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2025).
10.4
Assignment and Assumption Agreement, dated as of May 27, 2025, by and among the Company, the Original Sponsor, the Sponsor and the other parties thereto (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2025).
10.5
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (File No. 333-279951), filed with the Securities and Exchange Commission on June 21, 2024).
10.6
Promissory Note, dated as of June 16, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 18, 2025).
10.7
First Amendment to Promissory Note, dated as of July 16, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on July 18, 2025).
10.8+
Sponsor Support Agreement, dated as of July 7, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2025).
10.9+
Form of Equity PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2025)
10.10+
Form of Convertible Notes Subscription Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2025)
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension
Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension
Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension
Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension
Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension
Presentation Linkbase Document.
104*
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed
herewith.
+
Certain
personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
27
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
M3-BRIGADE ACQUISITION V CORP.
Date: August 14, 2025
By:
/s/ Robert Rivas Collins
Name:
Robert Rivas Collins
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2025
By:
/s/ Eric Greenhaus
Name:
Eric Greenhaus
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.