Anson Funds Management and affiliated parties report beneficial ownership of 50,000 Class A ordinary shares of M3-Brigade Acquisition V Corp. The filing states the 50,000 Ordinary Shares represent 0.2% of the outstanding Class A shares based on 28,750,000 Ordinary Shares reported in the issuer's Annual 10-K as of March 12, 2026. The group indicates shared voting and dispositive power over the 50,000 shares and signs the amended Schedule 13G/A to disclose this passive ownership position.
Positive
None.
Negative
None.
Insights
Passive disclosure of a small stake: 50,000 shares (0.2%) of MBAV.
The filing records a passive investment position by Anson Funds Management LP and affiliated entities in M3-Brigade Acquisition V Corp. It clarifies shared voting and dispositive authority for the 50,000 Ordinary Shares held by co-advised funds.
Because the stake is 0.2% of the 28,750,000 shares outstanding reported in the issuer's 10-K, the holding is below typical 5% reporting thresholds for activist intent; subsequent filings would be required for any change in status.
Schedule 13G/A used to disclose passive beneficial ownership under a foreign regulatory comparator statement.
The filing is signed by principals and directors and includes a certification about a substantially comparable foreign regulatory scheme for Anson Advisors Inc. It attaches voting/dispositive power descriptions consistent with co‑advisory control over the Funds' position.
Watch for future amendments if the ownership or intent changes; as filed, the disclosure meets passive-owner reporting conventions.
Key Figures
Beneficial ownership:50,000 sharesPercent of class:0.2%Shares outstanding (source):28,750,000 shares+1 more
4 metrics
Beneficial ownership50,000 sharesClass A Ordinary Shares held by co-advised Funds
Percent of class0.2%Calculated using 28,750,000 shares outstanding
Shares outstanding (source)28,750,000 sharesReported in issuer's Annual 10-K on <date>March 12, 2026</date>
CUSIPG63212107Class A ordinary shares CUSIP as listed in the filing
"Amendment No. 1; passive disclosure of beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Amount beneficially owned: This (the "") is being filed on behalf of"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 50,000.00"
co-investment advisorsfinancial
"Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds"
What stake does Anson report in M3-Brigade Acquisition V Corp. (MBAV)?
Anson reports beneficial ownership of 50,000 Class A ordinary shares, representing 0.2% of outstanding shares. This percentage is calculated using 28,750,000 Ordinary Shares reported in the issuer's Annual 10-K dated March 12, 2026.
Who are the filing parties listed on the Schedule 13G/A for MBAV?
The filing is by Anson Funds Management LP, Anson Management GP LLC, Tony Moore, Anson Advisors Inc., Amin Nathoo, and Moez Kassam. Addresses and citizenship details are provided in Section 2 of the filing.
What voting and disposition powers does the Anson group claim over the shares?
The filing states that the Anson parties may direct the vote and disposition of the 50,000 Ordinary Shares held by the Funds, and records the position as shared voting and shared dispositive power among the listed entities and individuals.
Why was a Schedule 13G/A filed instead of a Schedule 13D for MBAV?
The filing asserts a passive ownership status consistent with Schedule 13G/A reporting. It includes a certification comparing a foreign regulatory scheme for Anson Advisors Inc., indicating the disclosure is made under passive-investor rules rather than an active acquisition intent statement.
What source did the filing use to calculate the 0.2% ownership figure?
The percentage is computed by dividing 50,000 by the issuer's reported 28,750,000 Ordinary Shares outstanding, as stated in the issuer's Annual 10-K referenced in the Schedule 13G/A dated March 12, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
G63212107
(CUSIP Number)
12/08/2025
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G63212107
1
Names of Reporting Persons
Anson Funds Management LP
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
50,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
50,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G63212107
1
Names of Reporting Persons
Anson Management GP LLC
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
TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
50,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
50,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
G63212107
1
Names of Reporting Persons
Tony Moore
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
50,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
50,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G63212107
1
Names of Reporting Persons
Anson Advisors 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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
50,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
50,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
FI, CO
SCHEDULE 13G
CUSIP Number(s):
G63212107
1
Names of Reporting Persons
Amin Nathoo
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
50,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
50,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G63212107
1
Names of Reporting Persons
Moez Kassam
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
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
50,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
50,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
Anson Funds Management LP, Anson Management GP LLC, Mr. Tony Moore, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
(b)
Address or principal business office or, if none, residence:
For Anson Funds Management LP, Anson Management GP LLC and Mr. Moore:
16000 Dallas Parkway, Suite 800
Dallas, Texas 75248
For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
181 Bay Street, Suite 4200 Toronto, ON
M5J 2T3
(c)
Citizenship:
Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Moore is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(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).
Canadian Investment Advisor
Item 4.
Ownership
(a)
Amount beneficially owned:
This Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Tony Moore, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Class A Ordinary Shares, par value $0.0001 per share (the "Ordinary Shares"), of M3-BRIGADE ACQUISITION V CORP., a Cayman Islands corporation (the "Issuer").
This Schedule 13G relates to the Ordinary Shares of the Issuer purchased by one or more private funds to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (collectively, the "Funds"). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Funds and may direct the vote and disposition of the 50,000 Ordinary Shares held by the Funds. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 50,000 Ordinary Shares held by the Funds. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Moore may direct the vote and disposition of the 50,000 Ordinary Shares held by the Funds. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 50,000 Ordinary Shares held by the Funds.
(b)
Percent of class:
Anson Funds Management LP, Anson Management GP LLC, Mr. Moore, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 0.2% of the outstanding Ordinary Shares. This percentage is determined by dividing 50,000 by 28,750,000, which is number Ordinary Shares issued and outstanding, as reported in the Issuer's Annual 10-K filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Section 4(a)
(ii) Shared power to vote or to direct the vote:
See Section 4(a)
(iii) Sole power to dispose or to direct the disposition of:
See Section 4(a)
(iv) Shared power to dispose or to direct the disposition of:
See Section 4(a)
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Section 4(a)
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 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Anson Advisors Inc. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
