| Item 1. | |
| (a) | Name of issuer:
M3-Brigade Acquisition V Corp. |
| (b) | Address of issuer's principal executive offices:
1700 Broadway, 19th Floor, New York, NY 10019 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being filed on behalf of each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"):
1. M3-Brigade Sponsor V LLC
2. M3-Brigade Acquisition Partners V Corp.
3. Mohsin Y. Meghji |
| (b) | Address or principal business office or, if none, residence:
1700 Broadway, 19th Floor
New York, NY 10019 |
| (c) | Citizenship:
See row 4 of the cover page of each Reporting Person. |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 |
| (e) | CUSIP No.:
G63212107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See row 9 of the cover page of each Reporting Person. |
| (b) | Percent of class:
See row 11 of the cover page of each Reporting Person. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See row 5 of the cover page of each Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
See row 6 of the cover page of each Reporting Person.
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| | (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover page of each Reporting Person.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover page of each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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