M3-Brigade Acquisition V: securities offering (amended)

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As filed with the Securities and Exchange Commission on June 21 July 2 , 2024.

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Subject to Completion, dated June 21 July 2 , 2024

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M3 -Brigade Sponsor V LLC (our "sponsor") (as defined herein) and Cantor Fitzgerald & Co., the representative of the underwriters, have committed to purchase an aggregate of 4,833,333 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant, or $7,250,000 in the aggregate in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant is exercisable to purchase one Class A ordinary share at $11.50 per share.

Of those 4,833,333 private placement warrants, the sponsor has agreed to purchase up to 3,166,667 private placement warrants and Cantor Fitzgerald & Co. has agreed to purchase 1,666,666 private placement warrants. Certain Twenty institutional investors (none of which are affiliated with any member of our management, our sponsor or any other investor), which we refer to as the "non -managing sponsor investors" throughout this prospectus, have expressed an interest to purchase, indirectly through the purchase of non -managing sponsor membership interests, an aggregate of 2,833,333 private placement warrants at a price of $1.50 per warrant ($4,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering. 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 reflecting interests in an aggregate of 3,400,000 founder shares held by the sponsor. Membership interests reflecting interests in the remaining 3,787,500 founder shares held by the sponsor will be held by the Sponsor Manager (as defined herein).

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Prospectus summary 1 change

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• "non -managing sponsor investors" means certain 20 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 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;

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Risk factors 1 change

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The non -managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately $285,750,000 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. We do not expect any purchase of units by the non -managing sponsor investors to negatively impact our ability to meet Nasdaq listing eligibility requirements.

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Exhibits 1 change

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

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Undertakings 5 changes

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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 21 st 2 nd day of June, July, 2024.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mohsin Y. Meghji and Charles Garner his true and lawful attorney -in -fact , with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post -effective amendments to this registration statement and any and all related registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney -in -fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

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(Chief (Principal Financial and Accounting Officer)

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/s/ Mohsin Y. Meghji

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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 21 st 2 nd day of June, July, 2024.

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