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SCHEDULE 13D/A 0001315863-25-00043 0001816637 XXXXXXXX LIVE 1 Class A ordinary shares, par value $0.0001 per share 06/16/2025 false 0002016072 G63212107 M3-Brigade Acquisition V Corp. 1700 Broadway, 19th Floor New York NY 10019 Chinh E. Chu 212-355-5515 200 Park Avenue, 58th Floor New York NY 10166 0001816637 CC Capital GP, LLC b AF DE 7187500 0 7187500 0 7187500 N 20 OO 0001306507 Chinh E. Chu b AF X1 7187500 0 7187500 0 7187500 N 20 IN 0001985306 CC Capital SP, LP b AF DE 7187500 0 7187500 0 7187500 N 20 PN 0002070528 CC Capital Ventures, LLC b AF DE 7187500 0 7187500 0 7187500 N 20 OO 0002070668 CC M17 SPV, LLC b AF DE 7187500 0 7187500 0 7187500 N 20 OO 0002070680 M17 Sponsor, LLC b WC DE 7187500 0 7187500 0 7187500 N 20 OO Class A ordinary shares, par value $0.0001 per share M3-Brigade Acquisition V Corp. 1700 Broadway, 19th Floor New York NY 10019 This Amendment No. 1 ("Amendment No. 1") supplements the information set forth in the Schedule 13D dated June 3, 2025, filed by CC Capital GP, LLC, Chinh E. Chu, CC Capital SP, LP, CC Capital Ventures, LLC, CC M17 SPV, LLC, and M17 Sponsor, LLC (the "New Sponsor") with the United States Securities and Exchange Commission (the "Schedule 13D"), relating to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of M3-Brigade Acquisition V Corp. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference. Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: On June 16, 2025, the Issuer issued a promissory note (the "Note") to the New Sponsor pursuant to which the Issuer can borrow up to an aggregate principal amount of $2,500,000 from the New Sponsor. On June 18, 2025, the Issuer borrowed $500,000 under the Note. The proceeds of the Note will be used to provide the Issuer with general working capital. The Note bears no interest and is payable in full upon the consummation of the Issuer's initial business combination (the "Maturity Date"). A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the Note may be accelerated. Upon consummation of an initial business combination, the New Sponsor has the option to convert up to $1,500,000 of the outstanding unpaid principal balance under the Note, into private placement warrants (the "Private Placement Warrants") of the Issuer at the purchase price of $1.50 per Private Placement Warrant, each such Private Placement Warrant exercisable to purchase one Class A Ordinary Share of the Issuer at $11.50 per share, subject to adjustment. If the Issuer does not consummate an initial business combination, the Note will be repaid solely to the extent the Issuer has funds available to it outside its trust account established in connection with the Issuer's initial public offering. The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 99.1 and is incorporated herein by reference. Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference. The Note is filed as Exhibit 99.1 and is incorporated herein by reference. 99.1 Promissory Note, dated June 16, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on June 18, 2025). CC Capital GP, LLC /s/ Chinh E. Chu Chinh E. Chu/Sole Member 06/18/2025 Chinh E. Chu /s/ Chinh E. Chu Chinh E. Chu/Self 06/18/2025 CC Capital SP, LP /s/ Chinh E. Chu Chinh E. Chu/Sole Member, CC Capital GP, LLC, its General Partner 06/18/2025 CC Capital Ventures, LLC /s/ Chinh E. Chu Chinh E. Chu/President and Senior Managing Director 06/18/2025 CC M17 SPV, LLC /s/ Chinh E. Chu Chinh E. Chu/President and Senior Managing Director 06/18/2025 M17 Sponsor, LLC /s/ Chinh E. Chu Chinh E. Chu/President and Senior Managing Director 06/18/2025