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Filing tables
Filing exhibits
- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 4.1 Specimen Unit 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
- 23.1 Consent of Withum Smith+brown, PC
- EX-FILING FEES Filing Fee Table
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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. 3 to the Registration Statement on Form S-1 of our report dated July 18, 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 | |
| July 18, 2024 |