SEC Comment Letter 0000000000-24-007498 to M3-Brigade Acquisition V Corp. (MBAV, MBAVU) (CIK 0002016072) (MBAV)
M3-Brigade Acquisition V Corp. (MBAV, MBAVU) (CIK 0002016072)
Date: July 1, 2024 · CIK: 0002016072 · Accession: 0000000000-24-007498
AI Filing Summary & Sentiment
File numbers found in text: 333-279951
Letter
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.
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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.