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UPLOAD Filing

M3-Brigade Acquisition VI Corp.
Date: Aug. 14, 2025 · CIK: 0002073928 · Accession: 0000000000-25-008592

Capital Structure Related Party / Governance Financial Reporting

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File numbers found in text: 333-289225

Date
August 14, 2025
Author
Division of
Form
UPLOAD
Company
M3-Brigade Acquisition VI Corp.

Letter

Re: M3-Brigade Acquisition VI Corp. Registration Statement on Form S-1 Filed August 4, 2025 File No. 333-289225 Dear Mohsin Y. Meghji:

August 14, 2025

Mohsin Y. Meghji Executive Chairman M3-Brigade Acquisition VI Corp. 1700 Broadway 19th Floor New York, NY 10019

We have reviewed your registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 29, 2025 letter.

Registration Statement on Form S-1 filed August 4, 2025 Cover page

1. We note your response to prior comments 2 and 4. As you have disclosed that there may be adjustments to the number of Class B shares at the time of the offering in connection with a change in the offering size pursuant to Rule 462(b), please address whether such adjustments may result in a material dilution of the purchasers' equity interests, as requested in prior comment 4. Summary, page 1

2. We acknowledge your response to prior comment 5. Where you discuss the support that each of M3 Partners and Brigade will provide, please expand your disclosure to clarify whether they will be paid any consideration in exchange for their support. Also clarify whether there is or will be any agreement or understanding pursuant to which August 14, 2025 Page 2

M3 Partners and Brigade are or will be committed to provide their services or the services of their officers, directors or employees to you. In this regard, we note the statement on the M3-Brigade website stating that neither M3 Partners nor Brigade is a sponsor or manager of any of the M3-Brigade SPACs and neither shall have responsibility or liability with respect to M3-Brigade SPACs. 3. We note your disclosure on page 18 that you may approve an amendment or waiver of the letter agreement that would allow the sponsor to directly, or members of your sponsor to indirectly, transfer founder shares and private placement warrants or membership interests in your sponsor in a transaction in which the sponsor removes itself as your sponsor before identifying a business combination. Please clarify whether M3 Partners and Brigade would be expected or required to continue to offer their services in support of an initial business combination in the event of the sponsor's removal. Please also add risk factor disclosure as appropriate. 4. We note your response to prior comment 6 that M3 Partners and Brigade may be affiliates or promoters. Please revise the discussion on pages 2 and 112 of the prior SPAC experience of the team that organized each of the Prior SPACs to clarify whether M3 Partners and Brigade provided or continue to provide support and services to the Prior SPACs similar to what they will provide to you. Regarding the Fifth SPAC, please clarify whether M3 Partners and Brigade continued in this capacity after the sponsor sold its interest to an unaffiliated third party. We note your disclosure that Mr. Meghji and Mr. Perkal continue to serve on the board of directors of Fifth SPAC. Please see Item 1603(a)(3) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or Pamela Long at 202-551-3765 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Raphael M. Russo

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Mohsin Y. Meghji
Executive Chairman
M3-Brigade Acquisition VI Corp.
1700 Broadway 19th Floor
New York, NY 10019

 Re: M3-Brigade Acquisition VI Corp.
 Registration Statement on Form S-1
 Filed August 4, 2025
 File No. 333-289225
Dear Mohsin Y. Meghji:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our July 29,
2025 letter.

Registration Statement on Form S-1 filed August 4, 2025
Cover page

1. We note your response to prior comments 2 and 4. As you have disclosed
that there
 may be adjustments to the number of Class B shares at the time of the
offering in
 connection with a change in the offering size pursuant to Rule 462(b),
please address
 whether such adjustments may result in a material dilution of the
purchasers' equity
 interests, as requested in prior comment 4.
Summary, page 1

2. We acknowledge your response to prior comment 5. Where you discuss the
support
 that each of M3 Partners and Brigade will provide, please expand your
disclosure to
 clarify whether they will be paid any consideration in exchange for
their support. Also
 clarify whether there is or will be any agreement or understanding
pursuant to which
 August 14, 2025
Page 2

 M3 Partners and Brigade are or will be committed to provide their
services or the
 services of their officers, directors or employees to you. In this
regard, we note the
 statement on the M3-Brigade website stating that neither M3 Partners nor
Brigade is a
 sponsor or manager of any of the M3-Brigade SPACs and neither shall have
 responsibility or liability with respect to M3-Brigade SPACs.
3. We note your disclosure on page 18 that you may approve an amendment or
waiver of
 the letter agreement that would allow the sponsor to directly, or
members of your
 sponsor to indirectly, transfer founder shares and private placement
warrants or
 membership interests in your sponsor in a transaction in which the
sponsor removes
 itself as your sponsor before identifying a business combination. Please
clarify
 whether M3 Partners and Brigade would be expected or required to
continue to offer
 their services in support of an initial business combination in the
event of the
 sponsor's removal. Please also add risk factor disclosure as
appropriate.
4. We note your response to prior comment 6 that M3 Partners and Brigade
may be
 affiliates or promoters. Please revise the discussion on pages 2 and 112
of the prior
 SPAC experience of the team that organized each of the Prior SPACs to
clarify
 whether M3 Partners and Brigade provided or continue to provide support
and
 services to the Prior SPACs similar to what they will provide to you.
Regarding the
 Fifth SPAC, please clarify whether M3 Partners and Brigade continued in
this
 capacity after the sponsor sold its interest to an unaffiliated third
party. We note your
 disclosure that Mr. Meghji and Mr. Perkal continue to serve on the board
of directors
 of Fifth SPAC. Please see Item 1603(a)(3) of Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pamela Long at 202-551-3765
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Raphael M. Russo
</TEXT>
</DOCUMENT>