Sec Form 3 Filing - Chu Chinh @ M3-Brigade Acquisition V Corp. - 2025-05-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Chu Chinh
2. Issuer Name and Ticker or Trading Symbol
M3-Brigade Acquisition V Corp. [ MBAV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
200 PARK AVENUE, 58TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2025
(Street)
NEW YORK, NY10166
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 7,187,500 I ( 2 ) By MI7 Sponsor, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
D irector 10% Owner Officer Other
Chu Chinh
200 PARK AVENUE
58TH FLOOR
NEW YORK, NY10166
X President
MI7 Sponsor, LLC
200 PARK AVE.
58TH FLOOR
NEW YORK, NY10166
X
CC MI7 SPV, LLC
200 PARK AVE.
58TH FLOOR
NEW YORK, NY10166
X
CC Capital Ventures, LLC
200 PARK AVE.
58TH FLOOR
NEW YORK, NY10166
X
CC Capital SP, LP
200 PARK AVE.
58TH FLOOR
NEW YORK, NY10166
X
CC Capital GP, LLC
200 PARK AVE.
58TH FLOOR
NEW YORK, NY10166
X
Signatures
Chinh Chu /s/ Chinh Chu 06/06/2025
Signature of Reporting Person Date
MI7 Sponsor, LLC /s/ Chinh Chu, President and Senior Managing Director 06/06/2025
Signature of Reporting Person Date
CC MI7 SPV, LLC /s/ Chinh Chu, President and Senior Managing Director 06/06/2025
Signature of Reporting Person Date
CC Capital Ventures, LLC /s/ Chinh Chu President and Senior Managing Director 06/06/2025
Signature of Reporting Person Date
CC Capital SP, LP /s/ Chinh Chu, Sole Member, CC Capital GP, LLC, its General Partner 06/06/2025
Signature of Reporting Person Date
CC Capital GP, LLC /s/ Chinh Chu, Sole Member 06/06/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of M3-Brigade Acquisition V Corp. (the "Issuer") at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )MI7 Sponsor, LLC ("Sponsor") directly holds the shares reported herein. CC MI7 SPV, LLC ("CC MI7 SPV") is the sole member of Sponsor. CC Capital Ventures, LLC ("CC Capital Ventures") is the sole member of CC MI7 SPV, and CC Capital SP, LP ("CC Capital SP") is the sole member of CC Capital Ventures. CC Capital GP, LLC (CC Capital GP") is the general partner of CC Capital SP, and Chinh Chu is the sole member of CC Capital GP. Each of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP and Chinh Chu disclaims beneficial ownership of the securities of the Issuer held directly by Sponsor except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP or Chinh Chu is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:
See Exhibit 99.1 - Joint Filer Information

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