SEC Form SC 13G filed by M3-Brigade Acquisition V Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

M3-Brigade Acquisition V Corp.

(Name of Issuer)

Common Stock, Class A ordinary shares

(Title of Class of Securities)

G63212123

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. G63212123

CUSIP No. G63212123

CUSIP No. G63212123

CUSIP No. G63212123

SCHEDULE 13G

M3-Brigade Acquisition V Corp. (the “Issuer”)

1700 Broadway, 19^th Floor

New York, NY 10019

This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”):

This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Credit Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”) a Delaware limited partnership; Magnetar Alpha Star Fund LLC (“Alpha Star Fund”), Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund - T LLC (“Purpose Credit Fund – T"), all Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13^th Floor, Evanston, Illinois 60201.

Common Stock

G63212123

(e) x An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)

(g) x A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)

As of September 30, 2024, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 2,450,250 Shares. The amount consists of (A) 569,250 Shares held for the account of Constellation Master Fund; (B) 420,750 Shares held for the account of Lake Credit Fund; (C) 396,000 Shares held for the account of Structured Credit Fund; (D) 371,250 Shares held for the account of Xing He Master Fund; (E) 247,500 Shares held for the account of Alpha Star Fund; (F) 222,750 Shares held for the account of Purpose Credit Fund; (G) 173,250 Shares held for the account of SC Fund; and (H) 49,500 Shares held for the account of Purpose Credit Fund - T.

The Shares held by the Magnetar Funds represent approximately 8.52% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).

(i) As of September 30, 2024, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 8.52% of the total number of shares outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC August 14, 2024, there were approximately 23,000,000 Shares outstanding as of August 14, 2024).

Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

This Item 6 is not applicable.

This Item 7 is not applicable.

This Item 8 is not applicable.

This Item 9 is not applicable.

By signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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