Business Description

We are a blank check company incorporated on March 12, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. We were formed as an independent company by executives of M3 Partners, LP (“ M3 Partners ”) and Brigade Capital Management, LP (“ Brigade ”). M3 Partners is a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories. Brigade is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $27 billion in assets under management. M3 Partners and Brigade have agreed to provide support to us in our pursuit of a successful initial business combination. The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted stockholders, creditors and companies in maximizing the value of businesses and assets held by them. Brigade brings a track record of nearly 20 years of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market cycles. We are led by the team that organized M III Acquisition Corp. (the “ Initial SPAC ”), M3-Brigade Acquisition II Corp. (the “ Second SPAC ”), M3-Brigade Acquisition III Corp. (the “ Third SPAC ”) and M3-Brigade Acquisition IV Corp. (the “ Fourth SPAC ”). Members of our team managed the Initial SPAC through an initial business combination in March 2018 to create Infrastructure and Energy Alternatives, Inc. (“ IEA ”) (NASDAQ: IEA). IEA was a leading engineering, procurement and construction company which specializes in renewable energy infrastructure which was acquired by MasTec Inc. (NYSE: MTZ) on October 7, 2022 at a valuation of $1.1 billion. The Third SPAC (NYSE: GFR) completed its initial business combination with Greenfire Resources (“ Greenfire ”) in September 2023 in a transaction which valued Greenfire at $950 million. The Second SPAC was liquidated in accordance with the terms of its charter in December 2023 and the sponsors of the Fourth SPAC elected not to pursue its initial public offering and withdrew its registration statement in March 2022. The team that organized our Original Sponsor also organized BM3EAC Corp. (the “ EuroSPAC ”), incorporated in the Cayman Islands and listed on Euronext Amsterdam, which is currently seeking to effect a business combination with an operating company with significant operations in Europe. The Initial SPAC, the Second SPAC, the Third SPAC, the Fourth SPAC and the EuroSPAC are collectively referred to herein as the “Prior SPACs”. In addition to our prior experience in completing business combinations of our Prior SPACs, certain members of our management team have significant experience and expertise in the digital asset industry. While we will not limit our efforts to identify a prospective business combination to any particular business industry or sector or to any geographic region, we believe that our team’s experience with companies based in North America and the digital asset industry may be a source of potential business combination candidates. Our executive offices are located at 1700 Broadway, 19th Floor, New York, NY 10019 and our telephone number is (212) 202-2200. Our corporate website address is www.m3-brigade.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this annual report. You should not rely on any such information in making your decision whether to invest in our securities. 1 Company History On March 15, 2024, our Original Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares. On August 2, 2024, we consummated our initial public offering of 28,750,000 units (the “ Units ”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000 (the “ IPO ”).…