M3-Brigade Acquisition V (NASDAQ: MBAV) adds $2M interest-free sponsor credit

Rhea-AI Filing Summary

M3-Brigade Acquisition V Corp. entered into an interest-free promissory note with its sponsor, MI7 Sponsor, LLC, allowing the company to borrow up to $2,000,000 for general working capital. On February 18, 2026, it drew $600,000 under this note.

The note bears no interest and becomes payable in full upon consummation of the company’s initial business combination. If no business combination is completed, repayment will be made only to the extent funds are available outside the company’s IPO trust account.

Insights

Capital structure and SPAC financing analyst

Interest-free sponsor loan provides short-term liquidity tied to deal completion.

The company can borrow up to $2,000,000 from its sponsor via a promissory note, with $600,000 already drawn for general working capital. This is a common structure for blank-check companies that need operating funds while pursuing a business combination.

The note bears no interest and is due at the closing of the initial business combination, concentrating repayment around that event. If no deal closes, repayment is limited to funds outside the trust account, so the trust remains reserved for public shareholders. Subsequent filings may provide additional detail on further borrowings or extensions.

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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)

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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

2

FAQ

What agreement did MBAV enter into on February 18, 2026?

M3-Brigade Acquisition V Corp. entered into an interest-free promissory note with its sponsor, MI7 Sponsor, LLC, allowing borrowings up to $2,000,000. The funds are intended to provide general working capital while the company pursues its initial business combination.

How much has MBAV borrowed so far under the sponsor promissory note?

On February 18, 2026, M3-Brigade Acquisition V Corp. borrowed $600,000 under the promissory note with MI7 Sponsor, LLC. This amount is part of a total borrowing capacity of up to $2,000,000 available to support the company’s general working capital needs.

What are the interest terms of MBAV’s promissory note with its sponsor?

The promissory note between M3-Brigade Acquisition V Corp. and MI7 Sponsor, LLC bears no interest. This means the company can borrow up to $2,000,000 for working capital without incurring periodic interest costs before the note’s maturity upon a business combination.

When is MBAV’s sponsor promissory note required to be repaid?

The promissory note becomes payable in full upon consummation of M3-Brigade Acquisition V Corp.’s initial business combination, referred to as the Maturity Date. A failure to pay principal at that time is deemed an event of default, allowing the note to be accelerated.

What happens to repayment if MBAV does not complete a business combination?

If M3-Brigade Acquisition V Corp. does not consummate an initial business combination, the promissory note will be repaid only to the extent the company has funds available outside its IPO trust account. The trust account remains reserved for the benefit of public shareholders.

Who is providing the working capital loan to MBAV?

The working capital loan is provided by MI7 Sponsor, LLC, the sponsor of M3-Brigade Acquisition V Corp. The sponsor agreed to lend up to $2,000,000 under a promissory note, with $600,000 already advanced to support ongoing corporate activities.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 PROMISSORY NOTE, DATED FEBRUARY 18, 2026 27.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 4.1 KB
• EX-101 XBRL DEFINITION FILE 26.7 KB
• EX-101 XBRL LABEL FILE 37.0 KB
• EX-101 XBRL PRESENTATION FILE 25.3 KB