Correspondence 0000950142-24-002045 from M3-Brigade Acquisition V Corp. (MBAV, MBAVU) (CIK 0002016072) (MBAV)
M3-Brigade Acquisition V Corp. (MBAV, MBAVU) (CIK 0002016072)
Date: July 30, 2024 · CIK: 0002016072 · Accession: 0000950142-24-002045
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File numbers found in text: 333-279951
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CORRESP 1 filename1.htm July 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman and Ruairi Regan Re: M3-Brigade Acquisition V Corp. Registration Statement on Form S-1 Filed June 5, 2024, as amended File No. 333-279951 Dear Ms. Gorman: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of M3-Brigade Acquisition V Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on July 31, 2024, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * * [Signature Page Follows] Very truly yours, CANTOR FITZGERALD & CO. By: /s/ David Batalion Name: David Batalion Title: Managing Director, Investment Banking [Signature Page to UW Acceleration Request]