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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): February
18, 2026
M3-Brigade Acquisition V Corp.
(Exact name of registrant as specified in its
charter)
Cayman Islands
(State or other jurisdiction of incorporation)
| 001-42171 |
|
98-1781141 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
1700 Broadway, 19th Floor, New York, New
York 10019
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including area
code: (212) 202-2200
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
On February 18, 2026, M3-Brigade
Acquisition V Corp. (the “Company”) issued a promissory note (the “Note”) to MI7 Sponsor,
LLC (the “Sponsor”), the Company’s sponsor, pursuant to which the Company can borrow up to an aggregate
principal amount of $2,000,000 from the Sponsor. On February 18, 2026, the Company borrowed $600,000 under the Note. The proceeds of the
Note will be used to provide the Company with general working capital.
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 offering.
The description of the
Note does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Note, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an 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:
| 10.1 |
|
Promissory Note, dated February 18, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
M3-Brigade Acquisition V Corp. |
| |
|
|
| Date: February 18, 2026 |
By: |
/s/ Robert Rivas Collins |
| |
|
Name: |
Robert Rivas Collins |
| |
|
Title: |
Chief Executive Officer |
