Cantor Fitzgerald entities exit M3‑Brigade Acquisition V (MBAV) equity stake

Rhea-AI Filing Summary

Cantor Fitzgerald-affiliated entities and Brandon Lutnick have fully exited their position in M3‑Brigade Acquisition V Corp.’s Class A ordinary shares. The filing states that, as of the time of filing, the reporting persons no longer beneficially owned any Class A shares, representing 0% of the class based on 28,750,000 shares outstanding as of March 12, 2026.

The reporting persons disposed of all previously owned shares through privately negotiated transactions. Cantor Fitzgerald & Co. agreed to dispose of 7,779,865 Class A shares on March 24, 2026 at a price of $10.80 per share. This amendment is identified as the final, “exiting” filing for these holders.

Insights

Equity ownership and market structure analyst

Large Cantor-related holder files final 13D amendment after fully exiting MBAV.

The reporting group, including Cantor Fitzgerald, L.P. and affiliates plus Brandon Lutnick, now reports beneficial ownership of 0 Class A shares, or 0% of M3‑Brigade Acquisition V Corp., based on 28,750,000 shares outstanding as of March 12, 2026.

The filing explains that all previously held Class A shares were disposed of through privately negotiated transactions. A key component was Cantor Fitzgerald & Co. agreeing to dispose of 7,779,865 Class A shares at $10.80 per share on March 24, 2026. The amendment is described as a final, exiting filing for these holders.

This represents a meaningful change in the shareholder base because a large reporting group that had been required to file on Schedule 13D is no longer a beneficial owner. Future company disclosures and ownership filings may provide additional detail on who holds these shares following the negotiated transactions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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

(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).

schemaVersion:

SCHEDULE 13D

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)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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

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)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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

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)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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

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.

CANTOR FITZGERALD, L. P.

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick /Chairman & Chief Executive Officer
Date:	03/25/2026

CF GROUP MANAGEMENT INC.

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick / Chief Executive Officer
Date:	03/25/2026

CANTOR FITZGERALD & CO.

Signature:	/s/ Pascal Bandelier
Name/Title:	Pascal Bandelier / Co-Chief Executive Officer
Date:	03/25/2026

CANTOR FITZGERALD SECURITIES

Signature:	/s/ Pascal Bandelier
Name/Title:	Pascal Bandelier / Co-Chief Executive Officer
Date:	03/25/2026

Brandon Lutnick

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick
Date:	03/25/2026

FAQ

What does the latest Schedule 13D/A say about Cantor Fitzgerald’s stake in M3-Brigade Acquisition V (MBAV)?

The reporting group now holds 0% of MBAV’s Class A shares. The amendment states Cantor Fitzgerald entities and Brandon Lutnick no longer beneficially own any Class A ordinary shares, based on 28,750,000 shares outstanding as of March 12, 2026.

How did Cantor Fitzgerald and related parties dispose of their MBAV Class A shares?

They sold all previously owned shares in privately negotiated transactions. The filing explains that the reporting persons disposed of their entire Class A position through negotiated deals rather than open-market trading, resulting in zero remaining beneficial ownership.

How many M3-Brigade Acquisition V (MBAV) shares did Cantor Fitzgerald & Co. agree to sell and at what price?

Cantor Fitzgerald & Co. agreed to dispose of 7,779,865 MBAV Class A shares. These shares were to be sold in privately negotiated transactions at a price of $10.80 per Class A ordinary share on March 24, 2026.

What ownership percentage did the Cantor reporting group represent in MBAV before exiting?

The filing now reports 0% ownership, using 28,750,000 shares outstanding. While prior percentages are not restated here, Item 5 notes that the 0% figure is calculated against 28,750,000 Class A shares outstanding as of March 12, 2026.

Why is this Schedule 13D/A amendment for M3-Brigade Acquisition V described as a final or exiting filing?

The amendment is labeled the final, “exiting” filing for the reporting persons. Because they no longer beneficially own any Class A shares, they are no longer subject to ongoing Schedule 13D reporting obligations for MBAV under this group filing.

Which entities are included in the Cantor reporting group in the MBAV Schedule 13D/A?

The group includes Cantor Fitzgerald, L.P. and several related entities plus Brandon Lutnick. Named reporting persons include Cantor Fitzgerald, L.P., CF Group Management Inc., Cantor Fitzgerald & Co., Cantor Fitzgerald Securities, and individual reporting person Brandon Lutnick.