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. 2)
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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) |
G63212107 (CUSIP Number) |
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)
03/23/2026
(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): | G63212107 |
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP Number(s): | G63212107 |
| 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)
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| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP Number(s): | G63212107 |
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD, PN |
SCHEDULE 13D
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| CUSIP Number(s): | G63212107 |
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP Number(s): | G63212107 |
| 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)
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| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 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, as amended on March 2, 2026 (the "Schedule 13D") with respect to the Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares") 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. 2 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. This Amendment No. 2 amends Items 3, 4 and 5, as set forth below. This is the final amendment to the Schedule 13D and constitutes an "exiting filing" for the Reporting Persons. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and restated as follows: As of the time of filing, the Reporting Persons no longer beneficially owned any Class A Ordinary Shares; as such Item 3 is no longer applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons have disposed of all Class A Ordinary Shares previously owned by them through privately negotiated transactions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See cover pages pgs. 2-5, which are incorporated by reference herein.
The information set forth in Item 13 (Percent of Class Represented by Amount in Row (11)) on cover pgs. 2-5 for each of the Reporting Persons is based on 28,750,000 Class A Ordinary Shares issued and outstanding as of March 12, 2026, as reported in the Issuer's Form 10-K for the year ended December 31, 2025, filed on March 12, 2026.
As of the date hereof, the Reporting Persons no longer beneficially owned any Class A Ordinary Shares. | |
| (b) | See response (a) above. | |
| (c) | Except as described in this Schedule 13D, there have been no transactions in the Class A Ordinary Shares effected by the Reporting Persons since the most recent filing of Schedule 13D, other than brokerage transactions effected by CF&Co. on behalf of customers in the ordinary course of its business. CF&Co. agreed to dispose of 7,779,865 Class A Ordinary Shares described in this Schedule 13D on March 24, 2026, in privately negotiated transactions, at a price of $10.80 per Class A Ordinary Share. | |
| (d) | Not applicable. | |
| (e) | March 25, 2026. | |
| 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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