{"url_path":"/sec/mbvi/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2073928/0001213900-26-057709-index.html","accession_number":"0001213900-26-057709","cik":"0002073928","ticker":"MBVI","issuer_name":"M3-Brigade Acquisition VI Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2073928/0001213900-26-057709-index.html","primary_entity_key":"0002073928","primary_entity_name":"M3-Brigade Acquisition VI Corp."},"word_count":610,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.\n\n \n\n*Unregistered Sales of Equity Securities*\n\n* *\n\nOn June 6, 2025, the Sponsor\nmade a capital contribution of $25,000, or approximately $0.003 per share, to cover certain of the Company’s expenses, for which\nthe Company issued 8,625,000 founder shares to the Sponsor. The foregoing issuance was made pursuant to the exemption from registration\ncontained in Section 4(a)(2) of the Securities Act.\n\n \n\nOn August 28, 2025, the Company\nconsummated the Initial Public Offering of 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment\noption in the amount of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000. The securities sold in the offering\nwere registered under the Securities Act on registration statement on Form S-1 (No. 333-289225). The SEC declared the registration\nstatement effective on August 26, 2025.\n\n \n\nSimultaneously with the closing\nof the Initial Public Offering, the Company consummated the sale of 5,333,333 Private Placement Warrants at a price of $1.50 per Private\nPlacement Warrant, in a private placement to the Sponsor and Cantor, generating gross proceeds of $8,000,000. Of those 5,333,333 Private\nPlacement Warrants, the Sponsor purchased 4,333,333 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,000,000 Private\nPlacement Warrants. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per\nshare, subject to adjustment. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2)\nof the Securities Act.\n\n \n\nThe Private Placement Warrants\nare identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are\nnot transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\n \n\n*Use of Proceeds*\n\n* *\n\nFollowing the closing of\nour Initial Public Offering on August 28, 2025, a total of $345,000,000 (which amount includes $16,425,000 of the deferred underwriting\ncommission) was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.\nThe proceeds held in the Trust Account may be held as cash or invested in (i) U.S. government treasury obligations with a maturity of\n185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only\nin direct U.S. government treasury obligations or (ii) an interest bearing bank demand deposit account or other accounts at a bank. To\nmitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases\nthe longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment\nof all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held\nin the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a\nbank.\n\n \n\nTransaction costs amounted\nto $23,148,834, consisting of $6,000,000 of cash underwriting fee, $16,425,000 of deferred underwriting fee, and $723,834 of other offering\ncosts.\n\n \n\nThe remaining proceeds from\nthe Initial Public Offering and the Private Placement are held outside the Trust Account, in the cash operating account. Such funds are\nbeing used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.\n\n \n\nThere has been no material\nchange in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the Registration\nStatement. The specific investments in our Trust Account may change from time to time.\n\n \n\n20"}