M&A - M3-Brigade Acquisition V Corp.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025047578

Filing Summary: On May 23, 2025, M3-Brigade Acquisition V Corp. entered into a Securities Purchase Agreement with M3-Brigade Sponsor V LLC (the Original Sponsor) and MI7 Sponsor, LLC (the New Sponsor), in which the Original Sponsor agreed to sell 7,187,500 Class B ordinary shares and 5,043,750 private placement warrants for a total purchase price of $6,467,500. The transaction was completed on May 27, 2025. The New Sponsor then purchased an additional 3,293,750 private placement warrants from Cantor Fitzgerald & Co. On the same day, a limited waiver was executed to facilitate the transfer of securities. Following the closing, the New Sponsor gained control over the Company. Additionally, there were significant changes in the board of directors and management, including appointments of new directors and changes in executive roles. Fredrick Arnold resigned, and Thomas L. Fairfield was appointed as a Class II director, along with Ted Murphy as a Class I director. CEO Matthew Perkal was reappointed as Chief Operating Officer, while Chinh Chu was appointed President and Reeve Collins was appointed as the new Chief Executive Officer. These changes reflect a major shift in the Company's ownership and management structure post-acquisition.