MMCAP discloses 1.4% MBAV stake in 13G/A

MMCAP International Inc. SPC and Asset Management Inc. filed an amended Schedule 13G reporting their beneficial ownership in M3-Brigade Acquisition V Corp. They together hold 400,000 Class A ordinary shares, representing 1.4% of the class as of 12/31/2025.

Rhea-AI Filing Summary

MMCAP International Inc. SPC and Asset Management Inc. filed an amended Schedule 13G reporting their beneficial ownership in M3-Brigade Acquisition V Corp. They together hold 400,000 Class A ordinary shares, representing 1.4% of the class as of 12/31/2025.

The filing shows shared voting and dispositive power over all 400,000 shares, with no sole power reported. The investors state that the shares were not acquired to change or influence control of the company, indicating a passive ownership position below the 5% threshold.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the M3-Brigade Acquisition V Corp (MBAV) Schedule 13G/A report?

The Schedule 13G/A reports that MMCAP International Inc. SPC and Asset Management Inc. beneficially own 400,000 Class A shares of M3-Brigade Acquisition V Corp, equal to 1.4% of the class as of December 31, 2025, held with shared voting and dispositive power.

How many M3-Brigade Acquisition V Corp (MBAV) shares do MMCAP and Asset Management own?

They jointly beneficially own 400,000 Class A ordinary shares of M3-Brigade Acquisition V Corp. The filing states this stake represents 1.4% of the outstanding class and is held with shared voting and shared dispositive power, with no sole authority over the shares reported.

What percentage of M3-Brigade Acquisition V Corp (MBAV) does 400,000 shares represent?

The 400,000 Class A ordinary shares reported represent 1.4% of M3-Brigade Acquisition V Corp’s Class A share class. This places MMCAP International Inc. SPC and Asset Management Inc. below the 5% ownership threshold typically associated with larger, potentially more influential holdings.

Are MMCAP and Asset Management seeking control of M3-Brigade Acquisition V Corp (MBAV)?

The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of M3-Brigade Acquisition V Corp. The investors certify a passive intent, consistent with a Schedule 13G filing rather than an activist Schedule 13D approach.

Who are the reporting persons in the M3-Brigade Acquisition V Corp (MBAV) Schedule 13G/A?

The reporting persons are MMCAP International Inc. SPC, organized in the Cayman Islands, and Asset Management Inc., organized in Ontario, Canada. Both entities report shared voting and dispositive power over the same 400,000 Class A ordinary shares of M3-Brigade Acquisition V Corp.

What voting and dispositive powers are reported over MBAV shares in this 13G/A?

The Schedule 13G/A reports zero sole voting and dispositive power and 400,000 shares of shared voting and shared dispositive power. This means decisions to vote or sell the M3-Brigade Acquisition V Corp Class A shares are exercised jointly under the reporting entities’ shared authority.

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Accepted by SEC EDGAR 02/13/2026 - 11:01 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

M3-Brigade Acquisition V Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001

(Title of Class of Securities)

G63212107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

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

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

MMCAP International Inc. SPC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.4 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

MM Asset Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.4 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: M3-Brigade Acquisition V Corp.
(b)	Address of issuer's principal executive offices: 1700 Broadway, 19th Floor, New York, NY 10019
Item 2.
(a)	Name of person filing: i) MMCAP International Inc. SPC ii) MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: i) c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P. O. Box 1348, Grand Cayman KY1-1108, Cayman Islands ii) 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, Ontario M5J 2S1 Canada
(c)	Citizenship: i) Cayman Islands ii) Ontario, Canada
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001
(e)	CUSIP No.: G63212107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 400,000
(b)	Percent of class: 1.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 400,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 400,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

MMCAP International Inc. SPC

Signature:	Ulla Vestergaard
Name/Title:	Director
Date:	02/12/2026

MM Asset Management Inc.

Signature:	Hillel Meltz
Name/Title:	President
Date:	02/12/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement