Velos Acquisition I: securities offering (amended)

Cover page 9 changes

1 unchanged paragraph

As filed with the Securities and Exchange Commission on June 5 21 , 2024.

Registration No. 333- 279951

13 unchanged paragraphs

Chief Executive Officer

Executive Chairman of the Board of Directors

21 unchanged paragraphs

Subject to Completion, dated June 5 21 , 2024

8 unchanged paragraphs

The non -managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately $285,750,000 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option). None of the non -managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non -managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non -managing sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non -managing sponsor investors may determine to purchase a different number or no units in this offering. In addition, the underwriter has full discretion to allocate the units to investors and may determine to sell a different number or no units to the non -managing sponsor investors. The underwriter will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non -managing sponsor investors, if any, as it will on the other units sold to the public in this offering. In addition, none of the non -managing sponsor investors has any obligation to vote any of their public shares in favor of our initial business combination. For a discussion of certain additional arrangements with the non -managing sponsor investors, see "Summary — The Offering — Expressions of Interest." In the event that the non -managing sponsor investors purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non -managing investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these non -managing sponsor investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non -managing sponsor investors will vote on any business combination.

Our sponsor currently owns an aggregate of 7,187,500 Class B ordinary shares, up to 937,500 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters' over -allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently in connection with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof on a one -for -one basis, subject to the adjustments described herein. Prior to and/or in connection with the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

3 unchanged paragraphs

Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have to list our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol "MBAVU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52 nd day following the date of this prospectus unless Cantor Fitzgerald & Co., the representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and the warrants will be listed on Nasdaq under the symbols "MBAV" and "MBAV WS", "MBAVW", respectively.

We are an "emerging growth company" and a "smaller reporting company" under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 46 45 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

16 unchanged paragraphs

Prospectus summary 26 changes

12 unchanged paragraphs

• "non -managing sponsor investors" means certain institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor) that have expressed an interest to purchase (i) up to an aggregate of approximately $285,750,000 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option) and (ii) through the sponsor, an aggregate of 2,833,333 private placement warrants at a price of $1.50 per warrant (or $4,250,000 in the aggregate); subject to each non -managing sponsor investor purchasing, through the sponsor, the private placement warrants allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors at the closing of this offering reflecting interests in an aggregate of 3,400,000 founder shares held by the sponsor. None of the non -managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering;

6 unchanged paragraphs

• "Sponsor Manager" are to M3 -Brigade Acquisition Partners V Corp., a Delaware corporation, which is the managing member of the sponsor; Mohsin Y. Meghji, our Chief Executive Officer, Chairman of the Board of Directors, is the Chief Executive Officer of the Sponsor Manager; and • "warrants" are to our public warrants and private placement warrants.

5 unchanged paragraphs

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 16+ 17+ year track record of deep fundamental credit research driven by a disciplined investment process which has been proven over numerous market cycles.

2 unchanged paragraphs

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 may pursue an acquisition opportunity in will not limit our efforts to identify a prospective business combination to any particular business industry or sector and in or to any geographic region, we expect to focus on businesses or believe that our team's experience with companies which are based in North America and are in the energy sector (or related products or services) Because we believe that the energy sector is in transition and that well -capitalized companies will have the opportunity for substantial growth — both organically and through attractive acquisition opportunities — as this transition continues, we also are focused on ensuring that our target company meets this criteria. 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 this focus will 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.

We intend to target companies which operate in the energy sector (or related products and services) and that can benefit from our human and financial capital. We also anticipate that a focus with a target company with a strong sustainability component will can help drive incremental future growth and multiple expansion as investors and customers are demonstrating an increasing focus on sustainability as a key requirement for investment or purchases. The members of our combined team have proven experience and track records in identifying, acquiring, improving and growing businesses that have strong underlying fundamentals, but are undervalued due to company -specific issues, industry dislocation, a need for additional capital, or other exogenous factors that are fundamentally temporary in nature. They also have proven experience and track records in the energy sector.

2 unchanged paragraphs

Brigade manages portfolios that are invested in approximately 400 private investments firm -wide across a wide variety of industries, including energy, telecommunications, healthcare, industrials, leisure & gaming, and technology, among others. Donald E. Morgan III, Brigade's Founder, Managing Partner and Chief Investment Officer, leads a global team of more than 100 120 employees, including approximately 45 investment professionals that are highly skilled in evaluating, structuring and executing investments and bring deep, specialized industry knowledge. This investment team includes more than 30 sector -focused credit research analysts. This deep sector focused research team allows Brigade to thoroughly cover all relevant industries. In addition, the Brigade credit analysts are responsible for the entire capital structure within their coverage area with the majority of the analysts covering their specific sectors for over 10 years, leading to strong relationships with leading management teams. The Brigade team also has extensive experience investing in companies both facing challenges, as well as companies in high growth sectors, and bring a deep rolodex of relationships with leading turnaround, restructuring, capital markets, M&A and legal relationships. Brigade has dedicated investment team members to assist with structuring highly complex investments including a senior credit attorney embedded on the investment team.

3 unchanged paragraphs

Mohsin Y. Meghji serves as our Chief Executive Officer and Chairman of our the Board of Directors. Mr. Meghji was the principal sponsor of the Initial SPAC from 2015 to 2019, the Second SPAC from 2020 to 2023, the Third SPAC from 2021 to 2023 and the Fourth SPAC from 2021 to 2022. Mr. Meghji has served as the Managing Partner of M3 Partners since 2015 and is a nationally recognized U.S. turnaround professional with a track record of building value across a wide range of sectors, including power, energy and industrials. M3 Partners is a merchant banking, investment and restructuring advisory firm founded by Mr. Meghji which provides operational, strategic and financial advisory solutions to support complex businesses at inflection points in their growth trajectory. Mr. Meghji has more than 30 years of advisory and management experience in building value in companies that are facing financial, operational or strategic inflection points and transitions. He has accomplished this through both operating management and financial advisory roles, often in partnership with some of the world's leading financial institutions, private equity firms and hedge fund investors.

2 unchanged paragraphs

Mr. Perkal, who serves as our President Chief Executive Officer and one of our directors, also served as an Executive Vice President of each of the Second SPAC and as Chief Executive Officer of the Third SPAC and the Fourth SPAC. Since 2010, Mr. Perkal has led Brigade's industry coverage for various sectors including retail, consumer, gaming and lodging, and has structured and led many of the firm's successful deals in the private credit space including Barney's and Sears. Mr. Perkal currently serves on the board of directors for Guitar Center Inc., Greenfire Resources Ltd. (NYSE:GFR), and Silver Airways. Prior to joining Brigade, Mr. Perkal worked at Deutsche Bank as an Analyst in the Leveraged Finance Group from 2008 -2010 . In that capacity, Mr. Perkal also spent time on the Leveraged Debt Capital Markets Desk, selling both bank and bond deals. Mr. Perkal received a BS in Economics with a concentration in Finance and Accounting from the University of Pennsylvania's Wharton School of Business.

Mr. Chaice serves as our Executive Vice President and also served as an Executive Vice President of the Second SPAC and the Third SPAC. Since November 2012, Mr. Chaice has advised the Brigade investment team with respect to structuring investments, restructurings, bond and bank debt covenants, and litigations. Mr. Chaice served as a Senior Credit Attorney at Brigade from November 2012 until January 2021 and as Senior Attorney, Private Credit and Restructuring, from January 2021 until . March 2022. Since , April 2022, Mr. Chaice has served as a Partner & Head of Distressed Research at Brigade. Prior to joining Brigade, from July 2008 to October 2012, Mr. Chaice worked at Covenant Review, a fixed -income research firm, where he analyzed debt covenants, complex capital structures, and bankruptcy issues. Additionally, from August 2006 to May 2008, Mr. Chaice worked as an Analyst at Southpaw Asset Management, where he analyzed event -driven investment opportunities relating to bankruptcies, restructurings, liquidations and litigation. Prior to Southpaw, Mr. Chaice practiced law at Cahill Gordon & Reindel from September 1999 to September 2005, and at Willkie Farr & Gallagher from September 2005 to August 2006, where he specialized in capital markets transactions, primarily representing underwriters of high yield bonds and leveraged loans. Mr. Chaice received a BA in Political Science from Syracuse University and a law degree, cum laude, from New York University School of Law.

6 unchanged paragraphs

Our experience and the broad rationale for our interest with respect to each of these sectors for investment focus is as follows:

Over centuries, the United States and the world have experienced significant transitions in energy production. In the late -19 th century, the primary source of energy transitioned from wood to coal. Similarly, the world experienced a transition from coal to oil and electrification in the first half of the 20 th century. Each of these transitions has created challenges and opportunities for those involved in the energy markets and have created unique investment opportunities for forward -looking investors.

As the United States and the world transition from reliance upon fossil fuels to renewables for energy generation, the traditional rules for valuation of natural resources and companies in the energy sector are changing — which is creating a unique opportunity for the current generation of investors to benefit from this transition.

Government policies throughout the world have driven increased interest in renewable energy and have driven capital into that sector. This capital has, in turn, provided the purchasing power needed to drive down the costs of renewable energy infrastructure, making renewables cost -competitive with fossil fuels in many cases. As a result, the growth of renewables as a leading source of power in the United States is no longer driven by tax incentives or government mandates, but by fundamental economics.

Renewable energy is expected to see strong growth through at least 2050, but this does not mean that fossil fuels are disappearing anytime soon. Indeed, fossil fuels remain widely in demand throughout the world, with the U.S. Energy Information Administration reporting that petroleum, natural gas and coal constituted nearly 80% of the energy consumption in the United States for 2022.

Although the U.S. Energy Information Administration's Annual Energy Outlook 2023 reports that energy production from renewables (including, among others, hydroelectric, biomass, solar and wind) is expected to double by 2050 under most of its modeling scenarios, the U.S. Energy Information Administration also projects that production of petroleum and liquefied natural gas will increase through at least 2050 under most scenarios and that the United States will remain a net exporter of petroleum products throughout that period.

Despite the long -term trend towards renewables, a variety of events can create significant swings in energy markets and history suggests that the growth of renewables will not be a straight path. Economic crises, pandemics, wars and other factors all can have significant short and medium term effects on energy prices and on investment in energy production. Other factors can have a longer term effect on energy prices and production investment, including the enhanced importance of energy independence as a national security interest, intra -national debates on the existence of global climate change and the need for rapid energy transition, and a growing divide between advanced and developing countries on the priorities relating to the transition.

Our combined team believes that these factors should create unique opportunities for enhanced returns in the energy sector and that the relationships and experience of our combined team will afford us the ability to identify such opportunities, negotiate a favorable business combination and support management in accelerating growth.

Sustainability Component

As an adjunct to our investment thesis, we believe that a focus on companies with a strong commitment to sustainability or the opportunity to expand such commitment are likely to experience significant multiple expansion over the near term, creating the opportunity for a significantly enhanced investment return.

In recent years, sustainability has increasingly become a factor in investment decisions for companies and consumers. Consumers are demanding products that are sourced and manufactured in a sustainable manner and businesses are investing heavily in creating and promoting their sustainability efforts. To capture this investment growth, companies are developing products with clear sustainability objectives, embracing a sustainability -driven culture across their organizations, and expanding their abilities to incorporate sustainability into investment decision processes. Similarly, the percentage of investors that apply sustainability considerations to their portfolios has increased dramatically in recent years.

We view sustainability as a key accelerant of investment performance and we expect that the allocation of more investment funds to businesses which can demonstrate clear sustainability initiatives will accelerate this trend and lead to multiple expansion for companies with a strong sustainability commitment. This means that a company with clear sustainability initiatives should see enhanced valuations when compared with competitors that lack such initiatives — and that such disparity should increase in the coming years. Accordingly, by focusing our investment efforts on companies with sustainability components or opportunities, we expect that we can drive enhanced returns for our investors.

We will focus primarily on identifying attractive acquisition candidates with strong business fundamentals which operate in the energy sector (or related products and services) which that can benefit from our human and financial capital. We also anticipate that these target companies will may have a strong sustainability component or opportunity, which will help drive incremental future growth and multiple expansion as investors and customers are demonstrating an increasing focus on sustainability as a key requirement for investment or purchases. However, Our search for business combination targets may extend across the wider range of industry sectors and geographies in which we believe that we can create shareholder value. We believe that our investment and operating expertise across multiple industry verticals and across companies in all stages of their corporate evolution will give us a large, addressable universe of potential targets in order to enable us to maximize our chances of completing a business combination in a timely manner and to maximize shareholder returns following such acquisition.

We have elected to focus will not limit our search for an initial efforts to identify a prospective business combination target on businesses based in North America which are in the energy sector to any particular business industry or related products sector or services). to any geographic region. We believe that businesses which are fundamentally strong, but which have an acute need for additional capital and management support offer a disproportionate opportunity for investment return. However, we also believe that the ongoing rapid evolution in the energy sector offers may offer a rare opportunity to invest in strong companies at a relatively early stage of the their expected growth. We anticipate that this should drive a disproportionate increase in shareholder value and, offers in light of our team's experience in the energy sector, may offer us a significant opportunity to apply our human and financial capital to our initial acquisition target in order to capture this disproportionate increase in value for our shareholders.

4 unchanged paragraphs

• Sustainability Component and Opportunities for the Business. The factors that we will evaluate relating to the sustainability of the business and opportunity for enhancing such sustainability include: The practices, products and services of the business; the production methods for the products and services, including their relationship to a low -carbon , prosperous, equitable, healthy and safe society; the nature of revenue and the likelihood that current earnings are "borrowing" from future earnings; and overall contribution to equality and long -term benefit to society.

30 unchanged paragraphs

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

10 unchanged paragraphs

The offering 5 changes

19 unchanged paragraphs

(3) Comprised of 25,000,000 Class A ordinary shares included in the units to be sold in this offering and 6,250,000 Class B ordinary shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently in connection with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one -for-one basis, subject to adjustment as described below adjacent to the caption "Founder shares conversion and anti -dilution rights."

19 unchanged paragraphs

• the founder shares are automatically convertible into our Class A ordinary shares concurrently in connection with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one -for-one basis, subject to adjustment pursuant to certain anti -dilution rights, as described below adjacent to the caption "Founder shares conversion and anti -dilution rights";

6 unchanged paragraphs

The founder shares will automatically convert into Class A ordinary shares concurrently in connection with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one -for-one basis, subject to adjustment for share sub -divisions , share capitalizations, share consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity -linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity -linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity -linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one -for-one basis.

16 unchanged paragraphs

The non -managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately $285,750,000 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option). None of the non -managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non -managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non -managing sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non -managing sponsor investors may determine to purchase a different number or no units in this offering. In addition, the underwriter has full discretion to allocate the units to investors and may determine to sell a different number or no units to the non -managing sponsor investors. The underwriter will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non -managing sponsor investors, if any, as it will on the other units sold to the public in this offering. In addition, none of the non -managing sponsor investors has any obligation to vote any of their public shares in favor of our initial business combination. In the event that the non -managing sponsor investors purchase such units (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because the non -managing sponsor investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these non -managing sponsor investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non -managing sponsor investors will vote on any business combination.

39 unchanged paragraphs

Our amended and restated memorandum and articles of association provide that we will have only the completion window to complete our initial business combination. If we are unable to complete our initial business combination within the completion window, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

16 unchanged paragraphs

Risk factors 9 changes

7 unchanged paragraphs

The non -managing sponsor investors have indicated an interest to purchase up to an aggregate of approximately $285,750,000 million of the units offered in this offering at the initial public offering price (assuming the exercise in full of the underwriter's over -allotment option). These indications of interest are not binding agreements or commitments to purchase. As a result, such parties could determine to purchase less or no units in this offering, or the underwriter could determine to sell less or no units to them. If the non -managing sponsor investors are not allocated all or a portion of the units in which it has indicated an interest in this offering, and it purchases any such units, such purchase or purchases could reduce the available public float for our securities if such parties hold these securities long -term .

15 unchanged paragraphs

On March 11, 2020, the World Health Organization characterized the COVID -19 outbreak as a "pandemic." The COVID -19 pandemic resulted, and other infectious diseases could result, in a widespread health crisis that has and will continue to adversely affect economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination may also be materially and adversely affected. Furthermore, we may be unable to complete a business combination if a global health emergency, such as the COVID -19 pandemic, causes restrictions on travel, limits the ability to have meetings with potential investors or the target company's personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The effects of COVID -19 or other similar global health emergencies on businesses, and the inability to accurately predict the future impact of such events on businesses, may make determinations and negotiations of valuation more difficult, which could make it more difficult to consummate a business combination transaction. If the disruptions posed by a global health emergency, including the COVID -19 , pandemic, continue for an extended period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

4 unchanged paragraphs

If we have not completed our initial business combination within such time period, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See " — If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per -share redemption amount received by shareholders may be less than $10.00 per public share " and other risk factors herein.

1 unchanged paragraph

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable time period, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless.

67 unchanged paragraphs

We have not appointed all of our independent directors prior to the completion of this offering, and, as a result, you will not have the opportunity to review the backgrounds and qualifications of any additional independent directors we may appoint until after the completion of this offering.

Our board of directors following the completion of this offering will initially include two directors that are "independent", as defined under Nasdaq rules. Pursuant to Nasdaq's phase -in rules for newly listed companies, we have one year from the date on which we are first listed on Nasdaq for a majority of our board of directors to be independent. and for our audit committee to be made up of three independent directors. We intend to utilize these phase -in periods and will appoint at least one additional independent director within the applicable time periods. As a result, at this time you will not have the opportunity to review the backgrounds and qualifications of any additional independent directors we will appoint to our board after the completion of this offering.

26 unchanged paragraphs

The non -managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately $285,750,000 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option). None of the non -managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. Because these expressions of interest are not binding agreements or commitments to purchase, each of the non -managing sponsor investors may determine to purchase fewer or no units in this offering or the underwriter may determine to sell fewer or no units to the non -managing sponsor investors. Depending on how many units are purchased by the non -managing sponsor investors, the post -offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to other public investors.

38 unchanged paragraphs

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our warrants may be worthless.

116 unchanged paragraphs

(3) All founder shares would automatically convert into Class A ordinary shares upon in connection with the completion of our initial business combination or earlier at the option of the holder.

82 unchanged paragraphs

Proposed Business 24 changes

5 unchanged paragraphs

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 may pursue an acquisition opportunity in will not limit our efforts to identify a prospective business combination to any particular business industry or sector and in or to any geographic region, we expect to focus on businesses or believe that our team's experience with companies which are based in North America and are in the energy sector (or related products or services) Because we believe that the energy sector is in transition and that well -capitalized companies will have the opportunity for substantial growth — both organically and through attractive acquisition opportunities — as this transition continues, we also are focused on ensuring that our target company meets this criteria. 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 this focus will 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.

We intend to target companies which operate in the energy sector (or related products and services) and that can benefit from our human and financial capital. We also anticipate that a focus with a target company with a strong sustainability component will can help drive incremental future growth and multiple expansion as investors and customers are demonstrating an increasing focus on sustainability as a key requirement for investment or purchases. The members of our combined team have proven experience and track records in identifying, acquiring, improving and growing businesses that have strong underlying fundamentals, but are undervalued due to company -specific issues, industry dislocation, a need for additional capital, or other exogenous factors that are fundamentally temporary in nature. They also have proven experience and track records in the energy sector.

2 unchanged paragraphs

Brigade manages portfolios that are invested in approximately 400 private investments firm -wide across a wide variety of industries, including energy, telecommunications, healthcare, industrials, leisure & gaming, and technology, among others. Donald E. Morgan III, Brigade's Founder, Managing Partner and Chief Investment Officer, leads a global team of more than 100 120 employees, including approximately 45 investment professionals that are highly skilled in evaluating, structuring and executing investments and bring deep, specialized industry knowledge. This investment team includes more than 30 sector -focused credit research analysts. This deep sector focused research team allows Brigade to thoroughly cover all relevant industries. In addition, the Brigade credit analysts are responsible for the entire capital structure within their coverage area with the majority of the analysts covering their specific sectors for over 10 years, leading to strong relationships with leading management teams. The Brigade team also has extensive experience investing in companies both facing challenges, as well as companies in high growth sectors, and bring a deep rolodex of relationships with leading turnaround, restructuring, capital markets, M&A and legal relationships. Brigade has dedicated investment team members to assist with structuring highly complex investments including a senior credit attorney embedded on the investment team.

3 unchanged paragraphs

Mohsin Y. Meghji serves as our Chief Executive Officer and Chairman of our the Board of Directors. Mr. Meghji was the principal sponsor of the Initial SPAC from 2015 to 2019, the Second SPAC from 2020 to 2023, the Third SPAC from 2021 to 2023 and the Fourth SPAC from 2021 to 2022. Mr. Meghji has served as the Managing Partner of M3 Partners since 2015 and is a nationally recognized U.S. turnaround professional with a track record of building value across a wide range of sectors, including power, energy and industrials. M3 Partners is a merchant banking, investment and restructuring advisory firm founded by Mr. Meghji which provides operational, strategic and financial advisory solutions to support complex businesses at inflection points in their growth trajectory. Mr. Meghji has more than 30 years of advisory and management experience in building value in companies that are facing financial, operational or strategic inflection points and transitions. He has accomplished this through both operating management and financial advisory roles, often in partnership with some of the world's leading financial institutions, private equity firms and hedge fund investors.

2 unchanged paragraphs

Mr. Perkal, who serves as our President Chief Executive Officer and one of our directors, also served as an Executive Vice President of each of the Second SPAC and as Chief Executive Officer of the Third SPAC and the Fourth SPAC. Since 2010, Mr. Perkal has led Brigade's industry coverage for various sectors including retail, consumer, gaming and lodging, and has structured and led many of the firm's successful deals in the private credit space including Barney's and Sears. Mr. Perkal currently serves on the board of directors for Guitar Center Inc., Greenfire Resources Ltd. (NYSE:GFR), and Silver Airways. Prior to joining Brigade, Mr. Perkal worked at Deutsche Bank as an Analyst in the Leveraged Finance Group from 2008 -2010 . In that capacity, Mr. Perkal also spent time on the Leveraged Debt Capital Markets Desk, selling both bank and bond deals. Mr. Perkal received a BS in Economics with a concentration in Finance and Accounting from the University of Pennsylvania's Wharton School of Business.

Mr. Chaice serves as our Executive Vice President and also served as an Executive Vice President of the Second SPAC and the Third SPAC. Since November 2012, Mr. Chaice has advised the Brigade investment team with respect to structuring investments, restructurings, bond and bank debt covenants, and litigations. Mr. Chaice served as a Senior Credit Attorney at Brigade from November 2012 until January 2021 and as Senior Attorney, Private Credit and Restructuring, from January 2021 until . March 2022. Since , April 2022, Mr. Chaice has served as a Partner & Head of Distressed Research at Brigade. Prior to joining Brigade, from July 2008 to October 2012, Mr. Chaice worked at Covenant Review, a fixed -income research firm, where he analyzed debt covenants, complex capital structures, and bankruptcy issues. Additionally, from August 2006 to May 2008, Mr. Chaice worked as an Analyst at Southpaw Asset Management, where he analyzed event -driven investment opportunities relating to bankruptcies, restructurings, liquidations and litigation. Prior to Southpaw, Mr. Chaice practiced law at Cahill Gordon & Reindel from September 1999 to September 2005, and at Willkie Farr & Gallagher from September 2005 to August 2006, where he specialized in capital markets transactions, primarily representing underwriters of high yield bonds and leveraged loans. Mr. Chaice received a BA in Political Science from Syracuse University and a law degree, cum laude, from New York University School of Law.

6 unchanged paragraphs

Our experience and the broad rationale for our interest with respect to each of these sectors for investment focus is as follows:

Over centuries, the United States and the world have experienced significant transitions in energy production. In the late -19 th century, the primary source of energy transitioned from wood to coal. Similarly, the world experienced a transition from coal to oil and electrification in the first half of the 20 th century. Each of these transitions has created challenges and opportunities for those involved in the energy markets and have created unique investment opportunities for forward -looking investors.

As the United States and the world transition from reliance upon fossil fuels to renewables for energy generation, the traditional rules for valuation of natural resources and companies in the energy sector are changing — which is creating a unique opportunity for the current generation of investors to benefit from this transition.

Government policies throughout the world have driven increased interest in renewable energy and have driven capital into that sector. This capital has, in turn, provided the purchasing power needed to drive down the costs of renewable energy infrastructure, making renewables cost -competitive with fossil fuels in many cases. As a result, the growth of renewables as a leading source of power in the United States is no longer driven by tax incentives or government mandates, but by fundamental economics.

Renewable energy is expected to see strong growth through at least 2050, but this does not mean that fossil fuels are disappearing anytime soon. Indeed, fossil fuels remain widely in demand throughout the world, with the U.S. Energy Information Administration reporting that petroleum, natural gas and coal constituted nearly 80% of the energy consumption in the United States for 2022.

Although the U.S. Energy Information Administration's Annual Energy Outlook 2023 reports that energy production from renewables (including, among others, hydroelectric, biomass, solar and wind) is expected to double by 2050 under most of its modeling scenarios, the U.S. Energy Information Administration also projects that production of petroleum and liquefied natural gas will increase through at least 2050 under most scenarios and that the United States will remain a net exporter of petroleum products throughout that period.

Despite the long -term trend towards renewables, a variety of events can create significant swings in energy markets and history suggests that the growth of renewables will not be a straight path. Economic crises, pandemics, wars and other factors all can have significant short and medium term effects on energy prices and on investment in energy production. Other factors can have a longer term effect on energy prices and production investment, including the enhanced importance of energy independence as a national security interest, intra -national debates on the existence of global climate change and the need for rapid energy transition, and a growing divide between advanced and developing countries on the priorities relating to the transition.

Our combined team believes that these factors should create unique opportunities for enhanced returns in the energy sector and that the relationships and experience of our combined team will afford us the ability to identify such opportunities, negotiate a favorable business combination and support management in accelerating growth.

Sustainability Component

As an adjunct to our investment thesis, we believe that a focus on companies with a strong commitment to sustainability or the opportunity to expand such commitment are likely to experience significant multiple expansion over the near term, creating the opportunity for a significantly enhanced investment return.

In recent years, sustainability has increasingly become a factor in investment decisions for companies and consumers. Consumers are demanding products that are sourced and manufactured in a sustainable manner and businesses are investing heavily in creating and promoting their sustainability efforts. To capture this investment growth, companies are developing products with clear sustainability objectives, embracing a sustainability -driven culture across their organizations, and expanding their abilities to incorporate sustainability into investment decision processes. Similarly, the percentage of investors that apply sustainability considerations to their portfolios has increased dramatically in recent years.

We view sustainability as a key accelerant of investment performance and we expect that the allocation of more investment funds to businesses which can demonstrate clear sustainability initiatives will accelerate this trend and lead to multiple expansion for companies with a strong sustainability commitment. This means that a company with clear sustainability initiatives should see enhanced valuations when compared with competitors that lack such initiatives — and that such disparity should increase in the coming years. Accordingly, by focusing our investment efforts on companies with sustainability components or opportunities, we expect that we can drive enhanced returns for our investors.

We will focus primarily on identifying attractive acquisition candidates with strong business fundamentals which operate in the energy sector (or related products and services) which that can benefit from our human and financial capital. We also anticipate that these target companies will may have a strong sustainability component or opportunity, which will help drive incremental future growth and multiple expansion as investors and customers are demonstrating an increasing focus on sustainability as a key requirement for investment or purchases. However, Our search for business combination targets may extend across the wider range of industry sectors and geographies in which we believe that we can create shareholder value. We believe that our investment and operating expertise across multiple industry verticals and across companies in all stages of their corporate evolution will give us a large, addressable universe of potential targets in order to enable us to maximize our chances of completing a business combination in a timely manner and to maximize shareholder returns following such acquisition.

We have elected to focus will not limit our search for an initial efforts to identify a prospective business combination target on businesses based in North America which are in the energy sector to any particular business industry or related products sector or services). to any geographic region. We believe that businesses which are fundamentally strong, but which have an acute need for additional capital and management support offer a disproportionate opportunity for investment return. However, we also believe that the ongoing rapid evolution in the energy sector offers may offer a rare opportunity to invest in strong companies at a relatively early stage of the their expected growth. We anticipate that this should drive a disproportionate increase in shareholder value and, offers in light of our team's experience in the energy sector, may offer us a significant opportunity to apply our human and financial capital to our initial acquisition target in order to capture this disproportionate increase in value for our shareholders.

106 unchanged paragraphs

Redemption of Public Shares and Liquidation if No Initial Business Combination Our amended and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete our initial business combination. If we are unable to complete our initial business combination within such completion window, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any) subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

54 unchanged paragraphs

If we are unable to complete an initial business combination within the completion window, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

7 unchanged paragraphs

Terms of Our Offering

Terms Under a Rule 419 Offering

16 unchanged paragraphs

Management 27 changes

2 unchanged paragraphs

President and Director

Chief Executive Officer and Chairman of the Board of Directors

Chief Executive Officer and Director

Chief Financial Officer

1 unchanged paragraph

Executive Vice Present President and Secretary

Benjamin Fader-Rattner

Mohsin Y. Meghji serves as our Chief Executive Officer and Chairman of our the Board of Directors. Mr. Meghji was the principal sponsor of the Initial SPAC from 2015 to 2019, the Second SPAC from 2020 to 2023, the Third SPAC from 2021 to 2023 and the Fourth SPAC from 2021 to 2022. Mr. Meghji has served as the Managing Partner of M3 Partners since 2015 and is a nationally recognized U.S. turnaround professional with a track record of building value across a wide range of sectors, including power, energy and industrials. M3 Partners is a merchant banking, investment and restructuring advisory firm founded by Mr. Meghji which provides operational, strategic and financial advisory solutions to support complex businesses at inflection points in their growth trajectory. Mr. Meghji has more than 30 years of advisory and management experience in building value in companies that are facing financial, operational or strategic inflection points and transitions. He has accomplished this through both operating management and financial advisory roles, often in partnership with some of the world's leading financial institutions, private equity firms and hedge fund investors.

Mr. Meghji has led the repositioning of, and driven value creation at, numerous businesses over the past two decades in an operating management or financial advisory capacity. In his capacity as a restructuring and financial advisory professional, Mr. Meghji has served periodically as Chief Restructuring Officer (or in an analogous position) of companies which elected to utilize bankruptcy proceedings as a part of their financial restructuring process and, as such, he served as an executive officer of various companies which filed bankruptcy petitions under federal law, including, without limitation, Zachry Holdings, Inc. in 2024, Sorrento Therapeutics, Inc. in 2023, Clark & Daniels, Inc. in 2023, 245 Park Avenue Property LLC and 181 West Madison Property LLC in 2021, PWM Property Management LLC in 2021, Seadrill Partners LLC bankruptcy in 2020, Sable Permian Resources, LLC in 2020, Sanchez Energy Corporation in 2020, Barneys Inc. in 2019, Sears Holdings Corporation in 2018, Real Alloy Intermediate Holding, LLC in 2017. In that same capacity, Mr. Meghji also has periodically served as an independent director of companies, some of which similarly elected to utilize bankruptcy proceedings, including Philadelphia Energy Solutions Refining and Marketing LLC from August 2017 through March 2018, Toys 'r Us from September 2017 through September 2018, Full Beauty Brands from August 2018 through February 2019, Intelsat Envision Holdings from May 2020 through , March 2022, Frontier Communications from 2019 through 2021 and SHOPKO from 2018 through 2019. Mr. Meghji's most recent corporate management role was at Springleaf, a subprime consumer finance company (now known as OneMain Holdings, Inc. (NYSE: OMF)), where he served as Executive Vice President and Head of Strategy and as Chief Executive Officer of its captive insurance companies, Merit Life Insurance Co. and Yosemite Insurance Company, from 2012 to 2014. These insurance companies provided life, property and casualty insurance coverage to Springleaf's customers. Springleaf was created in late -2010 when American International Group, Inc. sold 80% of its subsidiary, American General Finance Inc., to affiliates of Fortress Investment Group LLC. At the time of the sale, American General Finance Inc. provided consumer loans, retail financing and mortgages to more than one million families through more than 1,100 branches located across the United States, Puerto Rico, the Virgin Islands and the United Kingdom. After multiple years of operating losses, Springleaf turned profitable in 2013 as a result of the strategic, management and operational improvements implemented by its new ownership and management team, evidencing a significant turnaround in its performance. Springleaf went public in October 2013 at a $1.95 billion valuation. As part of its senior management team and Head of Strategy for the company, Mr. Meghji played a key role in this successful transition.

Matthew Perkal , who serves as our President Chief Executive Officer and one of our directors, also served as an Executive Vice President of each of the Second SPAC and as Chief Executive Officer of the Third SPAC and the Fourth SPAC. Since 2010, Mr. Perkal has led Brigade's industry coverage for various sectors including retail, consumer, gaming and lodging, and has structured and led many of the firm's successful deals in the private credit space including Barney's and Sears. Mr. Perkal currently serves on the board of directors for Guitar Center Inc., Greenfire Resources Ltd. (NYSE:GFR), and Silver Airways. In his capacity as a restructuring and financial advisory professional, Mr. Perkal served as an independent director of companies, some of which elected to utilize bankruptcy proceedings, including Guitar Center from December 2020 through present and Gymboree from September 2017 through . June 2020. Prior to joining Brigade, Mr. Perkal worked at Deutsche Bank as an Analyst in the Leveraged Finance Group from 2008 -2010 . In that capacity, Mr. Perkal also spent time on the Leveraged Debt Capital Markets Desk, selling both bank and bond deals. Mr. Perkal received a BS in Economics with a concentration in Finance and Accounting from the University of Pennsylvania's Wharton School of Business.

Eric Greenhaus serves as our Chief Financial Officer. Since March 2020, Mr. Greenhaus has provided restructuring advisory and performance improvement services as a Vice President at M3 Partners, as well as assisting with SEC reporting and transaction modeling for the Second SPAC and the Third SPAC. Prior to joining M3 Partners, Mr. Greenhaus worked at KPMG in their Deal Advisory & Strategy department from March 2018 through February 2020. Mr. Greenhaus also worked at Deloitte as an audit associate from September 2016 to February 2018, during which he maintained a Certified Public Accounting license. Mr. Greenhaus has extensive experience auditing and analyzing financial statements, conducting financial due diligence, managing liquidity, creating financial and forecasting models, business planning, and advising senior executives on strategic initiatives. Mr. Greenhaus received a Master of Accounting from the University of Michigan in 2016 and a B.A. in Business Administration from the University of Michigan in 2015.

Chris Chaice serves as our Executive Vice President and also served as an Executive Vice President of the Second SPAC and the Third SPAC. Since November 2012, Mr. Chaice has advised the Brigade investment team with respect to structuring investments, restructurings, bond and bank debt covenants, and litigations. Mr. Chaice served as a Senior Credit Attorney at Brigade from November 2012 until January 2021 and as Senior Attorney, Private Credit and Restructuring, from January 2021 until . March 2022. In his capacity as a restructuring and financial advisory professional, Mr. Chaice served as an independent director of companies, some of which elected to utilize bankruptcy proceedings, including Sanchez Energy Corporation from October 2023 through present. Since , April 2022, Mr. Chaice has served as a Partner & Head of Distressed Research at Brigade. Prior to joining Brigade, from July 2008 to October 2012, Mr. Chaice worked at Covenant Review, a fixed -income research firm, where he analyzed debt covenants, complex capital structures, and bankruptcy issues. Additionally, from August 2006 to May 2008, Mr. Chaice worked as an Analyst at Southpaw Asset Management, where he analyzed event -driven investment opportunities relating to bankruptcies, restructurings, liquidations and litigation. Prior to Southpaw, Mr. Chaice practiced law at Cahill Gordon & Reindel from September 1999 to September 2005, and at Willkie Farr & Gallagher from September 2005 to August 2006, where he specialized in capital markets transactions, primarily representing underwriters of high yield bonds and leveraged loans. Mr. Chaice received a BA in Political Science from Syracuse University and a law degree, cum laude, from New York University School of Law.

2 unchanged paragraphs

Frederick Arnold is a director nominee. Mr. Arnold has over 40 years of experience in investment banking, corporate management and board governance. Mr. Arnold has served as a member of the boards of directors of Lehman Brothers Holdings Inc. since 2012 (including serving as current Chairman of the Board from April 2014 - April 2015 and from January 2019 - present), Pepco Group NV from June 2024 - present and Navient Corporation (NASDAQ: NAVI) since August 2018. He also has served as a director of Cyxtera Technologies, Inc. from April 2023 - January 2024, the Third SPAC from October 2021 - September 2023, Valaris PLC (NYSE: VAL) from November 2019 - April 2021, The We Company (and as a member of the New Committee) from June 2020 - July 2020, Corporate Capital Trust II from 2015 - 2016, Corporate Capital Trust (NYSE: CCT) from 2011 - December 2018 (Chairman 2017 - 2018), various members of the family of funds advised by FS/KKR Advisor, LLC (including FS KKR Capital Corp. (NYSE: FSK), FS Investment Corp II, FS Investment Corp. III and FS Investment Corp. IV) from December 2018 - November 2019, Syncora Holdings Ltd. (OTC BB: SYCRF) from September 2016 - January 2020, and CIFC Corp. (NASDAQ: CIFC) from 2011 - 2014. From 2015 - 2017, Mr. Arnold served as Managing Director and Chief Financial Officer of Convergex Group, LLC. Prior to that, he served as Executive Vice President and Chief Financial Officer of Capmark Financial Group Inc. from 2009 - 2011 and as Executive Vice President, Finance, for Masonite International Inc. from 2006 - 2007. From 2000 - 2004, Mr. Arnold served in various executive capacities for Willis Group Holdings and its subsidiaries, including as EVP of Finance, Development and Administration of Willis NA, and Group Chief Administrative Officer and Group Executive Vice President, Strategic Development, for Willis Group Holdings. Mr. Arnold began his career in investment banking at Lehman Brothers in 1980 and spent the following twenty years as an international investment banker, primarily at Lehman Brothers and at Smith Barney, where he served as Managing Director and Head of European Corporate Finance. Mr. Arnold earned a B.A. summa cum laude, in Economics from Amherst College, a MA in Jurisprudence from Oxford University and a J.D. from Yale Law School.

Benjamin Fader -Rattner is a director nominee and has been a Managing Director at Nexus Capital Management LP since December 2023 where he focuses on credit opportunities. Prior to joining Nexus, Mr. Fader -Rattner led Space Summit Capital LLC, a special situations investment fund which he founded in January 2021. Previously, Mr. Fader -Rattner served as a director of the Third SPAC from October 2021 - September 2023 and he also served as President and a director of Osiris Acquisition Corp., a publicly listed special purpose acquisition company, from May 2021 - May 2024. Prior to founding Space Summit Capital LLC, Mr. Fader -Rattner was a Managing Director at Canyon Partners, where he led investments across the capital structure in several industries including retail and consumer, from 2008 to July 2020. Prior to Canyon, Mr. Fader -Rattner was an analyst at Glenview Capital in 2007, where he invested primarily in debt opportunities, an associate at The Carlyle Group from 2005 to 2007, where he focused on leveraged buyout transactions, and an analyst at Bear, Stearns & Co. Inc. from 2003 to 2005. Mr. Fader -Rattner received a B.S. in Economics, summa cum laude, from The Wharton School at the University of Pennsylvania.

1 unchanged paragraph

Our board of directors will consist of four members and will be divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three -year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Fader -Rattner will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Arnold will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Meghji and Mr. Perkal will expire at the third annual general meeting.

2 unchanged paragraphs

Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An "independent director" is defined generally as a person who, in the opinion of the company's board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four two "independent directors" as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors expects to determine that , Mr. Arnold and Mr. Fader -Rattner are "independent directors" as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Pursuant to Nasdaq's phase -in rules for newly listed companies, we have one year from the date on which we are first listed on Nasdaq for a majority of our board of directors to be independent. We intend to appoint at least one additional independent director within the applicable time period.

6 unchanged paragraphs

Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will establish an audit committee of the board of directors. , Mr. Arnold and Mr. Fader -Rattner will serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. , Mr. Arnold and Mr. Fader -Rattner are each independent. Pursuant to Nasdaq's phase -in rules for newly listed companies, we have one year from the date on which we are first listed on Nasdaq for our audit committee to be made up of three independent directors. We intend to appoint an additional independent director to our audit committee within the applicable time period.

Mr. Arnold will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Arnold qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

6 unchanged paragraphs

Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will establish a compensation committee of our board of directors. The members of our compensation committee will be , Mr. Arnold and Mr. Fader -Rattner , and Mr. Fader -Rattner will serve as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. , Mr. Arnold and Mr. Fader -Rattner are each independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

9 unchanged paragraphs

We do not have a standing nominating committee though we intend to form a nominating and corporate governance committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are , Mr. Arnold and Mr. Fader -Rattner . In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

20 unchanged paragraphs

Financial Advisory Services

4 unchanged paragraphs

Lehman Brothers Holdings Inc.

Director and Current Chairman of the Board

Benjamin Fader-Rattner

Space Summit Capital LLC

Financial Services Blank

Managing Member Employee

Nexus Capital Management LP

13 unchanged paragraphs

Principal stockholders 6 changes

8 unchanged paragraphs

Beneficially Owned (2)(3)

4 unchanged paragraphs

Benjamin Fader-Rattner

3 unchanged paragraphs

(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently in connection with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one -for -one basis, subject to adjustment, as described in the section entitled " Description of Securities ."

3 unchanged paragraphs

(6) The non -managing Sponsor investors have expressed to us an interest in purchasing (i) up to an aggregate of approximately $285,750,000 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option) and (ii) through our sponsor, an aggregate of 2,833,333 private placement warrants at a price of $1.50 per warrant ($4,250,000 in the aggregate); subject to each non -managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non -managing sponsor investors at the closing of this offering reflecting interests in an aggregate of 3,400,000 founder shares held by our sponsor. The non -managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership interests in our sponsor, with no right to control our sponsor or vote or dispose of any securities held by our sponsor, including the founder shares held by our sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager.

5 unchanged paragraphs

The non -managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately $285,750,000 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option). None of the non -managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering.

3 unchanged paragraphs

The founder shares and private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock -up provisions in the agreements entered into by our sponsor and management team. Those lock -up provisions provide that such securities are not transferable or saleable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions , share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable upon conversion or exercise thereof, until 30 days after the completion of our initial business combination except in each case (a) to our officers, directors advisors or consultants, officers or those of Cantor Fitzgerald & Co., any affiliate affiliates or family member members of any of our officers, directors advisors or consultants, officers or those of Cantor Fitzgerald & Co., any members or partners of the our sponsor or their respective affiliates and funds and accounts advised by such members or partners, Cantor Fitzgerald & Co., or any affiliates of the our sponsor or Cantor Fitzgerald & Co., or any employees of such affiliates; (b) in the case of an individual, as a gift to such person's immediate family or to a trust, the beneficiary of which is a member of such person's immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the case of a trust by one or more permissible beneficiaries of such trust; (f) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) (g) pro rata distributions from our sponsor to its members, partners or shareholders pursuant to our sponsor's limited liability company agreement; (g) (h) by virtue of the laws of the Cayman Islands or our sponsor's limited liability company agreement upon dissolution of our sponsor or upon dissolution of Cantor Fitzgerald & Co., (h) (i) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (j) in the event of our liquidation prior to our consummation of our initial business combination; (i) (k) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) (l) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); (h); provided, however, that in the case of clauses (a) through (g) (h) and clause (j) (l) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.

2 unchanged paragraphs

Description of the securities 6 changes

13 unchanged paragraphs

Pursuant to our amended and restated memorandum and articles of association, if we are unable to complete our initial business combination within the completion window, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window. However, if our sponsor or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.

1 unchanged paragraph

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii) Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion of the initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders' rights or pre -initial business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and to liquidating distributions from assets outside the trust account and (D) vote any founder shares held by them and any public shares purchased during or after this offering (including in open market and privately -negotiated transactions) in favor of our initial business combination, (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently in connection with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one -for -one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (v) prior to and/or in connection with the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). The non -managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non -managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders.

The founder shares will automatically convert into Class A ordinary shares concurrently in connection with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one -for -one basis, subject to adjustment for share sub -divisions , share capitalizations, share consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity -linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity -linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity -linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one -for -one basis.

28 unchanged paragraphs

The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8). All modifications or amendments of the Private Placement Warrants or the warrant agreement related to the Private Placement Warrants, including any modification or amendment to increase the warrant price or shorten the exercise period shall require (including, for the avoidance of doubt, the forfeiture or cancellation of any Private Placement Warrants), 50% of the number of then outstanding Private Placement Warrants (including the vote or written consent of Cantor).

37 unchanged paragraphs

• If we are unable to complete our initial business combination within the completion window, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law;

48 unchanged paragraphs

We intend to apply to have our units listed on Nasdaq under the symbol "MBAVU" commencing on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols "MBAV" and "MBAV WS", "MBAVW", respectively.

Plan of distribution 2 changes

14 unchanged paragraphs

The non -managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately $285,750,000 million of the units in this offering at the offering price (assuming the exercise in full of the underwriter's over -allotment option). None of the non -managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non -managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non -managing sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non -managing sponsor investors may determine to purchase a different number or no units in this offering. In addition, the underwriter has full discretion to allocate the units to investors and may determine to sell a different number or no units to the non -managing sponsor investors.

1 unchanged paragraph

We expect our units to be listed on Nasdaq, under the symbol "MBAVU" commencing on or promptly after the date of this prospectus, and, once the Class A ordinary shares and warrants begin separate trading, to have our Class A ordinary shares and warrants listed on Nasdaq under the symbols "MBAV" and "MBAV WS", "MBAVW", respectively. We cannot guarantee that our securities will be approved for listing on Nasdaq.

69 unchanged paragraphs

Note 1: Organization and Business Operations (cont.) 1 change

3 unchanged paragraphs

The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company's obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

2 unchanged paragraphs

Note 7: Shareholder's Equity 1 change

3 unchanged paragraphs

The founder shares will automatically convert into Class A ordinary shares concurrently in connection with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one -for -one basis, subject to adjustment for share sub -divisions , share capitalizations, share consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity -linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity -linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity -linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one -for -one basis.

1 unchanged paragraph

Exhibits 5 changes

20 unchanged paragraphs

Consent of to be named as director nominee.

* To be filed by amendment.

Power of Attorney (included on the signature page of the initial this filing).

Consent of Frederick Arnold to be named as director nominee.

Consent of Benjamin Fader-Rattner to be named as director nominee.

Undertakings 11 changes

10 unchanged paragraphs

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 5 th 21 st day of June, 2024.

2 unchanged paragraphs

Chief Executive Officer and Chairman

Executive Chairman of the Board of Directors

3 unchanged paragraphs

Chief Executive Officer and Chairman

Executive Chairman of the Board of Directors

1 unchanged paragraph

Executive Vice Present and Secretary

Chief Financial Officer

1 unchanged paragraph

Chief Executive Officer and Director

1 unchanged paragraph

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of M3 -Brigade Acquisition V Corp., in New York, New York, on the 5 th 21 st day of June, 2024.

1 unchanged paragraph

Chief Executive Officer

Executive Chairman of the Board of Directors