July 1, 2024

Mohsin Meghji
Chief Executive Officer
M3-Brigade Acquisition V Corp.
1700 Broadway     19th Floor
New York, NY 10019

       Re: M3-Brigade Acquisition V Corp.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed June 21, 2024
           File No. 333-279951
Dear Mohsin Meghji:

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

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

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1
Cover Page

1.     Please identify the sponsor M3-Brigade Sponsor V LLC on the cover page.
Summary, page 1

2.     We note your revised disclosure that the non-managing sponsor investors
have expressed
       to you an interest in purchasing up to an aggregate of approximately
$285,750,000 of the
       units in this offering at the offering price. Please revise your
disclosure to address
       any risks that such investment may have on your ability to list your
securities on
       the Nasdaq Global Market, including your ability to meet the 400 public
holder
       requirement, or advise. Also, please clarify the number of non-managing
sponsor
       investors who have expressed an interest in purchasing securities, and
to the extent
       material identify such investors.
 July 1, 2024
Page 2

       Please contact Peter McPhun at 202-551-3581 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Ruairi Regan at 202-551-3269 with any
other
questions.



                                                         Sincerely,

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