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Filing tables
Filing exhibits
- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 3.1 Memorandum and Articles of Association
- 3.2 Form of Amended and Restated Memorandum and Articles of Association
- 4.1 Specimen Unit Certificate
- 4.2 Specimen Ordinary Share Certificate
- 4.3 Specimen Warrant Certificate
- 4.4 Form of Warrant Agreement Between Continental Stock Transfer & Trust Company and the Registrant
- 5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
- 5.2 Opinion of Maples and Calder (Cayman) LLP, Cayman Islands Counsel to the Registrant
- 10.1 Form of Letter Agreement Among the Registrant, M3-BRIGADE Sponsor V LLC and Each of the Officers and Directors of the Registrant
- 10.2 Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company and the Registrant
- 10.3 Form of Registration Rights Agreement Among the Registrant, M3-BRIGADE Sponsor V LLC and the Holders Signatory Thereto
- 10.4 Form of Private Placement Warrants Purchase Agreement Between the Registrant and M3-BRIGADE Sponsor V LLC
- 10.5 Form of Private Placement Warrants Purchase Agreement Between the Registrant and Cantor Fitzgerald & Co
- 10.6 Form of Indemnity Agreement
- 14.1 Form of Code of Ethics
- 23.1 Consent of Withum Smith+brown, PC
- 99.1 Consent of Frederick Arnold to Be Named As Director Nominee
- 99.2 Consent of Benjamin Fader-rattner to Be Named As Director Nominee
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Amendment No. 1 to the Registration Statement on Form S-1 of our report dated June 4, 2024, relating to the financial statements of M3-Brigade Acquisition V Corp. as of March 31, 2024, and for the period from March 12, 2024 (inception) through March 31, 2024, which is contained in that Prospectus. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.
| /s/ WithumSmith+Brown, PC | ||
| Whippany, New Jersey | ||
| June 21, 2024 |