Amendment: SEC Form SCHEDULE 13D/A filed by M3-Brigade Acquisition V Corp.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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M3-Brigade Acquisition V Corp. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
Brandon Lutnick
110 East 59th Street,
New York, NY, 10022
(212) 938-5000
110 East 59th Street,
New York, NY, 10022
(212) 938-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
02/26/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Cantor Fitzgerald, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,779,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
CF Group Management, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,779,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Cantor Fitzgerald & Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,779,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD, PN |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Cantor Fitzgerald Securities | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,779,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Brandon Lutnick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,779,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
M3-Brigade Acquisition V Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1700 Broadway, 19th Floor, New York,
NEW YORK
, 10019. | |
Item 1 Comment:
This statement on Schedule 13D amends the Schedule 13D of the Reporting Persons that was originally filed with the Securities and Exchange Commission (the "SEC") on December 19, 2025 (the "Original Filing") with respect to the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of M3-Brigade Acquisition V Corp (the "Issuer"). This amendment to the Schedule 13D is being filed by the Reporting Persons and constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Original Filing. Except as set forth herein, the Original Filing is unmodified. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and restated in its entirety as follows:
CF&Co. originally acquired the Class A Ordinary Shares in order to participate in any general meeting of the Issuer. The Issuer granted CF&Co. a waiver of Article 49.5 of the Amended and Restated Memorandum and Articles of Association of the Issuer thereby permitting CF&Co. to redeem any and/or all Class A Ordinary Shares owned by CF&Co. CF&Co. previously stated that it intended to vote in favor of each of the proposals described in the Issuer's preliminary proxy statement dated December 5, 2025 (the "Preliminary Proxy"). CF&Co.'s intention has now changed. CF&Co. expects that it will make its determination as to whether and/or how it will vote such shares in any general meeting of the Issuer closer to the time of such general meeting, based on the facts and circumstances relevant to CF&Co. at that time. Additionally, CF&Co. expects to continuously evaluate its investment, and may seek to dispose of some or all of its Class A Ordinary Shares in one or more transactions, in varying amounts at varying times, prior to the record date for the Issuer's next general meeting.
CF&Co.'s assessment of whether and/or how it will vote, and whether to engage in any potential transactions in the Issuer's securities, including, without limitation, potential dispositions of Class A Ordinary Shares, will depend upon its continuing assessment of pertinent factors, including, without limitation, the availability and nature of opportunities to dispose of Class A Ordinary Shares, resale restrictions applicable to the Class A Ordinary Shares held by the Reporting Persons, the status of, and the economic and reputational impact on CF&Co. of, any proposed business combination and related shareholder proposals (including the likelihood of their approval) described in the Preliminary Proxy, as amended from time to time. Depending upon its assessments of the above factors, among others, CF&Co. may change the above stated present intentions and expectations.
In the course of its continuous evaluation of its investment, CF&Co. expects to communicate from time to time with the Issuer's board of directors and members of management, and its advisors. Such discussions and actions may be exploratory in nature, and not rise to the level of a plan or proposal. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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