M3-brigade Acquisition V Corp

This management proposal seeks shareholder approval to amend the Company’s Articles to extend the window to complete an initial business combination from the original August 2, 2026 deadline to 36 months after the IPO (effectively August 2, 2027) or to an earlier date set by the Board. Management is pursuing the Extension following the mutual termination of the ReserveOne transaction and in light of market conditions and feedback that left insufficient time to identify and complete a different transaction before the existing deadline. Approval triggers redemption rights for Public Shareholders, who may elect to redeem their shares for their pro rata portion of the trust account prior to implementation; the Company estimates roughly $10.85 per share based on the Trust Account balance cited. The Extension is presented as necessary to preserve shareholder value by allowing a potential business combination rather than forced liquidation, while the Board retains discretion to fix an earlier liquidation date or to abandon the Extension even if approved. The filing discloses substantial alignment arrangements—Voting and Non-Redemption Agreements and Voting Agreements—and Sponsor support that make approval likely, reducing the practical effect of unaffiliated shareholder opposition. The proposal is conditioned as described in the Articles: shareholders approving amendments that alter redemption rights receive an opportunity to redeem their Public Shares before the amendment becomes effective. The Board presents the extension as a favorable alternative to liquidation, but investors should weigh the risk that subsequent redemptions could leave insufficient cash to close a transaction, and that additional extensions may be needed. Given the Sponsor and related parties’ economic stakes and monetization arrangements in the post-termination transactions, shareholders should also consider conflicts of interest when evaluating the Board’s recommendation. Overall, the Extension Proposal asks shareholders to permit more time (and attendant governance choices) to pursue a business combination rather than force an immediate wind-up.

This proposal would add provisions to the Articles allowing the Company to withdraw interest from the trust account equal to $0.10 per non-redeemed Public Share following the Extension approval, with $1,000,000 earmarked for ordinary-course working capital and any amount above that used to pay accrued liabilities existing as of the approval date. Management frames the change as a pragmatic measure to provide working capital after the ReserveOne transaction termination and to cover liabilities incurred during prior deal activity, noting the company has incurred significant transaction-related costs. The proposal effectively shifts a small per-share amount of accrued interest from the trust account to company working capital and liabilities, which will reduce the per-share redemption value available to Public Shareholders in any later redemption or liquidation event, although the filing states the withdrawal will not reduce amounts paid to shareholders who redeem in connection with the Extension implementation. From a governance perspective, the withdrawal is capped at a modest nominal per-share amount, but its use to pay pre-existing liabilities could be viewed as transferring costs of past deal activity to non-redeeming Public Shareholders. The Company emphasizes that the Trustee will distribute such interest as and when directed by the Company following approval, and the Trust Agreement must be amended to permit the Trustee to do so; thus, the Trust Agreement Amendment Proposal is conditioned in practice on approval of this Article. Materially, investors should note that voting and non-redemption agreements and Sponsor support make passage likely, which increases the prospect that the withdrawal will occur if Extension is approved. The transaction raises potential conflicts of interest because insiders and Sponsor-driven arrangements that facilitate the Alternative Investment Transaction could benefit while public holders who do not redeem bear a portion of transaction costs. Overall, the amendment seeks limited short-term liquidity relief for the Company at the expense of a small reduction in the trust-account per-share redemption value for non-redeeming Public Shareholders, and shareholders should weigh the trade-off between enabling continued search efforts and preserving trust account value.

This management proposal seeks a straightforward corporate name change and an update to the Articles’ Sponsor definition to reflect MI7 Sponsor, LLC. The requested change follows the termination of the ReserveOne business combination and the reconstitution of parties in the Alternative Investment Agreements, and management presents it as a rebranding to align the company with its new strategic direction. The change has minimal substantive economic impact on public holders—no exchange of certificates is required—and primarily affects corporate identity and related governance references. While largely cosmetic, the name change accompanies other material amendments and strategic transactions (Securities Purchase Agreements, Voting and Non-Redemption Agreements) that together alter the company’s path; thus, it functions as part of a package of measures to enable the Alternative Investment Transaction and the extension. Investors should evaluate the name change in the context of the broader set of amendments and arrangements, rather than in isolation, because the package shifts timing, funding and governance features. The Sponsor’s conversion and share-transfer arrangements described elsewhere in the proxy mean the Sponsor will monetize a portion of its position concurrently with these amendments, so the name change marks a reconstituted sponsor/ownership structure. The Board recommends approval on the grounds that the new name and Sponsor definition better reflect the company’s post-termination plan; shareholders should view it as a non-economic but purposive element of the broader restructuring package.

This proposal eliminates the Article-level requirement that the Company (or a committee of independent directors) obtain a fairness opinion from an independent investment banking or appraisal firm when entering into a business combination with an affiliated target. Management argues the change grants the Board discretion to consider whether a fairness opinion is appropriate based on materiality, costs, industry characteristics, volatility, and whether such opinions are customary for comparable transactions. Removing a mandatory independent valuation requirement reduces transaction costs and allows the Board to economize on advisory expenses but also removes an independent safeguard that can reassure public shareholders about transaction fairness, especially in deals involving sponsor or insider affiliations. Given the Sponsor and insiders’ potential economic interests and concurrent alternative investment arrangements, the proposal raises heightened fiduciary oversight concerns: shareholders would rely solely on the Board’s judgment (and any advisor advice the Board elects to obtain) rather than a mandatory third-party fairness assessment. The proxy emphasizes management’s belief that the Board will obtain fairness opinions when warranted, but such discretion is subjective and increases agency risk unless the Board adopts clear internal criteria or retains independent committees. Investors should consider the tradeoff between lower transaction costs and reduced independent verification when assessing whether to support management’s recommendation. The removal of the mandatory fairness opinion may also increase litigation risk from shareholders who later challenge a deal’s fairness where no independent opinion was obtained. Overall, this is a governance change that shifts evaluation responsibility inward and merits careful scrutiny in light of the company’s sponsor dynamics and the other amendments being proposed.

This proposal would amend the Company’s Trust Agreement with Continental (the trustee) to permit distributions from the Trust Account of accrued interest equal to $0.10 per outstanding Class A share that remains outstanding after the Extension-related redemption, with $1,000,000 earmarked for working capital and the remainder for accrued liabilities. Practically, the Trust Agreement must be changed so the Trustee is authorized and instructed to transfer funds out of the trust in accordance with the new Articles provisions; without this amendment the Trustee could not lawfully make the withdrawal. Management frames the amendment as necessary to reconcile the Trust Agreement with the Article-level withdrawal right and to provide modest liquidity for the continuing search for a business combination following the termination of the ReserveOne transaction. From a shareholder-value perspective, the withdrawal reduces the trust account’s balance available for future redemptions or liquidation, albeit by a modest per-share amount; public holders who redeem in connection with the Extension implementation are stated to be unaffected by the withdrawal. The amendment’s approval risk is heightened by the presence of Voting and Non-Redemption Agreements and Sponsor-aligned purchases that make passage likely, increasing the likelihood the trust will be tapped. Investors should appraise the adequacy of $1,000,000 of working capital relative to the Company’s projected near-term expenditures and consider how use of trust interest to pay accrued liabilities affects third-party creditors and the company’s balance sheet. Lastly, the amendment centralizes discretion over trust distributions in the Company/Trustee relationship post-approval, so shareholders should weigh the governance and agency implications alongside the company’s stated need for liquidity.

This management proposal authorizes the Board to adjourn the extraordinary meeting to one or more later dates to permit additional solicitation and voting if the Amendment Proposals do not have sufficient votes at the time of the meeting or if more time is needed to implement the Extension or other amendments. The adjournment power is a standard procedural mechanism that allows management to continue to solicit proxies and to secure the required special or ordinary resolutions—important here because several proposals require a two-thirds special resolution. The Company’s disclosure indicates that Sponsor, Voting and Non-Redemption Shareholders collectively control a significant percentage of votes and are expected to support the proposals, but the Adjournment Proposal preserves flexibility to complete the vote if unexpected shortfalls occur. Approving adjournment does not itself change substantive rights but can materially affect outcomes by providing time to marshal votes, including through the Voting and Non-Redemption Agreements described in the proxy. Shareholders should note the Board may adjourn despite a lack of quorum under certain conditions, and adjournment could delay implementation of redemption rights and the Extension. The Board recommends the adjournment as a practical contingency to protect shareholder value by enabling management to secure approvals without forcing a rushed vote; however, opponents may view it as a mechanism to leverage sponsor-aligned voters to overcome broader shareholder resistance. Overall, the proposal is routine in form but strategically important in facilitating passage of the governing amendments.