SCHEDULE: M3-Brigade Entities Disclose 20% Stake in Acquisition VI Corp.
Beneficial Ownership Report
M3-Brigade Sponsor VI LLC, M3-Brigade Acquisition Partners VI Corp., and Mohsin Y. Meghji report beneficial ownership of 20% of M3-Brigade Acquisition VI Corp.'s Class A Ordinary Shares.
Summary
- M3-Brigade Sponsor VI LLC, M3-Brigade Acquisition Partners VI Corp., and Mohsin Y. Meghji (collectively, the "Reporting Persons") have filed a Schedule 13G.
- The filing reports beneficial ownership of 8,625,000 Class B ordinary shares of M3-Brigade Acquisition VI Corp., which are convertible into Class A Ordinary Shares.
- This ownership represents 20.0% of the Issuer's Class A Ordinary Shares, calculated based on 34,500,000 Class A Ordinary Shares outstanding as of October 8, 2025, plus the 8,625,000 Class B Ordinary Shares.
- M3-Brigade Sponsor VI LLC also directly owns 4,333,333 private placement warrants, each exercisable for one Class A Ordinary Share.
- Mohsin Y. Meghji is the sole director of M3-Brigade Acquisition Partners VI Corp., which serves as the managing member of M3-Brigade Sponsor VI LLC.
Sentiment
Score: 5
Explanation: The filing is a routine disclosure of beneficial ownership by the SPAC sponsor and related parties, which is an expected part of a SPAC's structure. It contains no new positive or negative operational news or unexpected changes.
Positives
- A significant ownership stake (20%) by the sponsor and related entities indicates strong alignment of interests with public shareholders for the success of the SPAC.
Risks
- The private placement warrants become exercisable beginning 30 days after the completion of the Issuer's initial business combination and expire five years after completion or earlier upon redemption or liquidation, introducing timing and execution risk related to the business combination.
- The exercise of warrants in the future could lead to dilution for existing Class A Ordinary Shareholders.
Future Outlook
The private placement warrants held by the Sponsor are expected to become exercisable 30 days after the completion of the Issuer's initial business combination, indicating an anticipated future event for the SPAC.
Management Comments
- The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
- The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
- Each of the Sponsor, MBAP and Mr. Meghji disclaims beneficial ownership of such securities except to the extent of their direct ownership.
Industry Context
This filing is a standard disclosure for a Special Purpose Acquisition Company (SPAC), where the sponsor and its affiliates typically hold a significant equity stake, often in the form of founder shares (Class B) and private placement warrants, to align their interests with the SPAC's objective of completing a successful business combination. The 20% stake is a common structure for SPAC sponsors.
Comparison to Industry Standards
- The 20% beneficial ownership stake held by the sponsor and its affiliates is a standard structure for SPACs, commonly referred to as 'founder shares' or 'promote,' designed to incentivize the sponsor to identify and complete a value-accretive business combination.
- The inclusion of private placement warrants is also a typical component in SPAC formations, providing additional long-term upside potential for the sponsor group.
Related Party Transactions
- The beneficial ownership structure involves M3-Brigade Sponsor VI LLC, M3-Brigade Acquisition Partners VI Corp., and Mohsin Y. Meghji, who are related parties through their roles in the SPAC's formation and management, and are filing jointly.
Stakeholder Impact
- Shareholders: The 20% beneficial ownership by the sponsor group aligns their interests with public shareholders in seeking a successful business combination. However, the future exercise of warrants could lead to dilution of existing Class A Ordinary Shares.
Next Steps
- Completion of the Issuer's initial business combination, which is a prerequisite for the private placement warrants to become exercisable.
Key Dates
| Date | Description |
|---|---|
| 2025-06-30 | End of period for M3-Brigade Acquisition VI Corp.'s quarterly report on Form 10-Q, which provided the basis for the outstanding Class A Ordinary Share count. |
| 2025-09-30 | Date of the event that required the filing of this Schedule 13G statement. |
| 2025-10-08 | Date as of which 34,500,000 Class A Ordinary Shares were reported outstanding by the Issuer in its quarterly report on Form 10-Q. |
| 2025-11-12 | Date of signing and filing of the Schedule 13G and the Joint Filing Agreement. |
Keywords
M3-Brigade Acquisition VI Corp., Schedule 13G, Beneficial Ownership, SPAC, Class A Ordinary Shares, Class B Ordinary Shares, Warrants, Mohsin Y. Meghji, M3-Brigade Sponsor VI LLC, M3-Brigade Acquisition Partners VI Corp.
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