Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On November 1, 2022, Alan Carr and William Transier were appointed to the board of directors (the "Board") of M3-Brigade Acquisition III Corp. (the "Company"). The Board has determined that each of Mr. Carr and Mr. Transier is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules.

On November 1, 2022, in connection with the appointments of each of Mr. Carr and Mr. Transier to the Board, the Company entered into the following agreements:

? A Letter Agreement, dated November 1, 2022 (the "Letter Agreement"), between

the Company, Alan Carr and William Transier, pursuant to which each of Messrs.

Carr and Transier have each agreed to: vote any shares of common stock of the

Company held by them in favor of the Company's initial business combination;

facilitate the liquidation and winding up of the Company if an initial business

combination is not consummated within the time period required by the Company's

amended and restated certificate of incorporation; and certain transfer

restrictions with respect to the Company's securities.

? Indemnity Agreements, each dated November 1, 2022 (the "Indemnity Agreements"),

between the Company and each of Alan Carr and William Transier, providing each

of Messrs. Carr and Transier contractual indemnification in addition to the

indemnification provided for in the Company's amended and restated memorandum

certificate of incorporation.

? Engagement Agreements, each dated November 1, 2022 (the "Engagement

Agreements"), between the Company and each of Alan Carr and William Transier,

providing each of Messrs. Carr and Transier with a non-contingent cash payment

of $125,000 for their service as members of the Board.

Other than the foregoing, none of Messrs. Carr or Transier are party to any arrangement or understanding with any person pursuant to which they were appointed as directors nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

The foregoing descriptions of the Letter Agreement, Indemnity Agreements and Engagement Agreements do not purport to be complete and are qualified in their entireties by reference to (i) the Letter Agreement, a copy of which is attached as Exhibit 10.1 hereto, (ii) the Indemnity Agreements, copies which are attached as Exhibits 10.2 and 10.3 hereto and (iii) the Engagement Agreements, copies of which are attached as Exhibits 10.4 and 10.5 hereto, and the terms of which are each incorporated by reference herein.





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