Cantor group reconsiders MBAV (MBAV) voting and potential share sales

Rhea-AI Filing Summary

M3-Brigade Acquisition V Corp. received an amended Schedule 13D from a Cantor Fitzgerald–led group reporting beneficial ownership of 7,779,865 Class A ordinary shares, representing 27.1% of the class.

The amendment explains that Cantor Fitzgerald & Co. originally acquired the shares to participate in shareholder meetings and had previously stated an intention to vote in favor of proposals described in the issuer’s preliminary proxy dated December 5, 2025. CF&Co. now states it will decide closer to any general meeting how, or whether, to vote its shares, based on then-current facts and circumstances.

CF&Co. also indicates it may dispose of some or all of its Class A ordinary shares in one or more transactions before the record date for the issuer’s next general meeting, and will continuously evaluate its investment. It may communicate from time to time with the issuer’s board, management, and advisors as part of this ongoing evaluation.

Insights

Equity ownership and governance analyst

Large MBAV holder revises voting stance and signals possible share sales.

A Cantor Fitzgerald–affiliated group reports beneficial ownership of 7,779,865 Class A shares of M3-Brigade Acquisition V Corp., equal to 27.1% of the class. This stake gives the group meaningful influence over outcomes that require shareholder approval.

The key change is CF&Co.’s withdrawal of its prior stated intention to vote in favor of proposals described in the December 5, 2025 preliminary proxy. Instead, it will determine voting and any transactions in the shares closer to future meetings, considering factors such as resale restrictions and the economic and reputational impact of any proposed business combination.

The group also notes it may sell some or all of its shares before the next record date and may engage periodically with the board, management, and advisors. Actual impact will depend on how the holder ultimately votes and whether it disposes of a significant portion of its 27.1% stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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

(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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,779,865.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,779,865.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,779,865.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,779,865.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,779,865.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,779,865.00

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

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,779,865.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,779,865.00

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

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,779,865.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,779,865.00

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

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.

Cantor Fitzgerald, L.P.

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick /Chairman & Chief Executive Officer
Date:	03/02/2026

CF Group Management, Inc.

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick / Chief Executive Officer
Date:	03/02/2026

Cantor Fitzgerald & Co.

Signature:	/s/ Pascal Bandelier
Name/Title:	Pascal Bandelier / Co-Chief Executive Officer
Date:	03/02/2026

Cantor Fitzgerald Securities

Signature:	/s/ Pascal Bandelier
Name/Title:	Pascal Bandelier / Co-Chief Executive Officer
Date:	03/02/2026

Brandon Lutnick

Signature:	/s/ Brandon G. Lutnick
Name/Title:	Brandon G. Lutnick
Date:	03/02/2026

FAQ

What ownership stake in MBAV does the Cantor group report in this Schedule 13D/A?

The Cantor Fitzgerald–affiliated group reports beneficial ownership of 7,779,865 Class A ordinary shares of M3-Brigade Acquisition V Corp., representing 27.1% of the outstanding Class A shares, giving it significant influence over shareholder votes and potential corporate actions.

Why did Cantor Fitzgerald amend its Schedule 13D for MBAV?

The amendment updates Item 4, Purpose of Transaction. Cantor Fitzgerald & Co. no longer states a firm intention to vote in favor of proposals in the December 5, 2025 preliminary proxy and outlines that it may reassess voting and potential share dispositions over time.

How has Cantor Fitzgerald’s voting intention on MBAV proposals changed?

Cantor Fitzgerald & Co. previously intended to vote in favor of proposals in MBAV’s December 5, 2025 preliminary proxy. It now plans to decide whether and how to vote its shares closer to any general meeting, based on then-relevant facts and circumstances it considers important.

Does the Cantor group indicate it might sell MBAV shares?

Yes. The filing states CF&Co. may dispose of some or all of its Class A ordinary shares in one or more transactions, in varying amounts and at varying times, before the record date for the issuer’s next general meeting, depending on its ongoing investment assessment.

What factors will Cantor Fitzgerald consider regarding its MBAV investment and voting?

CF&Co. will consider factors including opportunities to dispose of shares, resale restrictions, and the economic and reputational impact of any proposed business combination and related shareholder proposals described in the preliminary proxy, as amended periodically by the issuer.

Will Cantor Fitzgerald engage with MBAV’s management or board?

The filing notes CF&Co. expects to communicate from time to time with MBAV’s board of directors, management, and their advisors. These discussions may be exploratory and may support its ongoing evaluation of voting decisions and potential transactions in the issuer’s securities.