We are a newly organized blank check company incorporated in March 2024 as an exempted company under the laws of the Cayman Islands and were formed for the purpose of effecting a merger, consolidation, capital stock exchange, share exchange, asset acquisition, share purchase, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with respect to identifying any business combination target. We are led by the team that organized M III Acquisition Corp. (the “Initial SPAC”), M3-Brigade Acquisition II Corp. (the “Second SPAC”), M3-Brigade Acquisition III Corp. (the “Third SPAC”) and M3-Brigade Acquisition IV Corp. (the “Fourth SPAC”). Members of our team managed the Initial SPAC through an initial business combination in March 2018 to create Infrastructure and Energy Alternatives, Inc. (“IEA”) (NASDAQ: IEA). IEA was a leading engineering, procurement and construction company which specializes in renewable energy infrastructure which was acquired by MasTec Inc. (NYSE: MTZ) on October 7, 2022 at a valuation of $1.1 billion. The Third SPAC (NYSE: GFR) completed its initial business combination with Greenfire Resources (“Greenfire”) in September 2023 in a transaction which valued Greenfire at $950 million. The Second SPAC was liquidated in accordance with the terms of its charter in December 2023 and the sponsors of the Fourth SPAC elected not to pursue its initial public offering and withdrew its registration statement in March 2022. The team that organized our sponsor also organized BM3EAC Corp. (the “EuroSPAC”), incorporated in the Cayman Islands and listed on Euronext Amsterdam, which is currently seeking to effect a business combination with an operating company with significant operations in Europe. The Initial SPAC, the Second SPAC, the Third SPAC, the Fourth SPAC and the EuroSPAC are collectively referred to herein as the “Prior SPACs”. We were formed by executives of M3 Partners and Brigade, but are not owned or controlled by M3 Partners or Brigade and are independent of both such companies. M3 Partners is a leading financial advisory firm which provides advisory services to companies at inflection points in their growth trajectories. Brigade is a leading global investment advisor that was founded in 2006 to specialize in credit-focused investment strategies and has approximately $26.8 billion in assets under management as of April 1, 2024. M3 Partners and Brigade have agreed to provide support to us in our pursuit of a successful initial business combination. The team at M3 Partners has successfully completed hundreds of engagements in which it has assisted stockholders, creditors and companies in maximizing the value of businesses and assets held by them. Brigade brings a 17+ year track record of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market cycles. --- We intend to focus our efforts on seeking and consummating an initial business combination with a company that has an enterprise value of at least $1 billion, although a target entity with a smaller or larger enterprise value may be considered. While we will not limit our efforts to identify a prospective business combination to any particular business industry or sector or to any geographic region, we believe that our team’s experience with companies based in North America and in the energy sector (or related products or services) may be a source of potential business combination candidates. With the extensive experience of our combined team in addressing both businesses under stress, as well as companies in the energy sector, we believe we are well-positioned to take advantage of both the team’s expertise and experience and the current macro trends and investment opportunities. We expect to identify business combination targets through a variety of sources and in all stages of the corporate evolution. Our executive offices are located at 1700 Broadway, 19th Floor, New York, NY.
