[SCHEDULE 13G] M3-Brigade Acquisition V Corp. SEC Filing

Rhea-AI Filing Summary

Tenor-affiliated investors report a 5.0% stake in M3-Brigade Acquisition V Corp. The Schedule 13G shows Tenor Opportunity Master Fund, Ltd., Tenor Capital Management Company, L.P., and Robin Shah each report beneficial ownership of 1,437,500 Class A ordinary shares, equal to 5.0% of the 28,750,000 shares outstanding used to calculate the percentage. The shares are held directly by the Master Fund, with Tenor Capital as investment manager and Robin Shah as the managing member of the general partner, and each reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

The filing states the holdings were not acquired to influence control of the issuer and affirms sole voting and dispositive power over the reported shares. Signatures from Robin Shah appear for all reporting entities and the filing cites the issuer's outstanding share figure from a 10-Q used in the percent calculation.

Positive

• Material disclosure of a 5.0% stake (1,437,500 shares) provides transparency to investors
• Sole voting and dispositive power is clearly stated for the reported shares, reducing ambiguity about control
• Certification asserts holdings are not intended to influence control, clarifying current intent

Negative

• None.

Insights

Institutional Ownership Specialist

Large passive stake disclosed: Tenor group holds 5.0% of the company.

The position of 1,437,500 shares, representing 5.0% of the outstanding Class A shares, is material enough to trigger Schedule 13G disclosure thresholds and signals a notable institutional holding by Tenor Opportunity Master Fund, Ltd.

The filing describes the relationship among the Master Fund, Tenor Capital, and Robin Shah and states the stake was not acquired to influence control; monitor any future amendments or switches to a Schedule 13D if intent changes within a typical 45-day monitoring window for activist indications.

Corporate Governance Analyst

Reported voting and dispositive power is sole, not shared, for the disclosed shares.

Each reporting person claims sole voting and sole dispositive power over the same block of 1,437,500 shares, while also disclaiming beneficial ownership beyond pecuniary interest. That combination is typical where an investment manager controls fund voting but legal beneficial ownership rests with the fund.

Key near-term items to watch include any conversion of this filing to a Schedule 13D or changes in percent ownership disclosed in subsequent filings or the issuer's public filings that would alter the 5.0% threshold.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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)

10/02/2025

(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

Tenor Capital Management Company, L.P.

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,437,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,437,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,437,500.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

Tenor Opportunity Master Fund, Ltd.

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 1,437,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,437,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,437,500.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G63212107

1

Names of Reporting Persons

Robin Shah

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 1,437,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,437,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,437,500.00

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)

5.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a)

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, Newyork 10019
Item 2.
(a)	Name of person filing: Tenor Capital Management Company, L.P. Tenor Opportunity Master Fund, Ltd. Robin Shah
(b)	Address or principal business office or, if none, residence: 810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)	Citizenship: Tenor Capital Management Company, L.P. - Delaware Tenor Opportunity Master Fund, Ltd. - Cayman Islands Robin Shah - USA
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: Tenor Capital Management Company, L.P. - 5.0% Tenor Opportunity Master Fund, Ltd. - 5.0% Robin Shah - 5.0% The Class A ordinary shares (the "Shares") reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-Q, filed on August 14, 2025 indicating that there are 28,750,000 Shares issued and outstanding as of June 30, 2025.
(b)	Percent of class: Tenor Capital Management Company, L.P. - 5.0% Tenor Opportunity Master Fund, Ltd. - 5.0% Robin Shah - 5.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 1,437,500 Tenor Opportunity Master Fund, Ltd. - 1,437,500 Robin Shah - 1,437,500
	(ii) Shared power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(iii) Sole power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 1,437,500 Tenor Opportunity Master Fund, Ltd. - 1,437,500 Robin Shah - 1,437,500
	(iv) Shared power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
Item 5.	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.

Tenor Capital Management Company, L.P.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
Date:	10/08/2025

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	10/08/2025

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	10/08/2025

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT

FAQ

What stake does Tenor report in M3-Brigade Acquisition V Corp. (MBAV)?

The reporting persons each disclose beneficial ownership of 1,437,500 shares, equal to 5.0% of the Class A ordinary shares based on 28,750,000 outstanding shares.

Who holds the shares reported on the Schedule 13G for MBAV?

The shares are held by Tenor Opportunity Master Fund, Ltd.; Tenor Capital Management Company, L.P. is the investment manager and Robin Shah is identified as the managing member/authorized signatory.

Does the filing indicate Tenor intends to influence MBAV's control?

No. The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

What voting and disposition rights are reported by the filers?

Each reporting person reports sole voting power and sole dispositive power over the 1,437,500 shares and reports 0 shared voting or dispositive power.

On what basis was the 5.0% ownership calculated?

The percentage is calculated using the issuer's reported 28,750,000 Shares issued and outstanding as of June 30, 2025, cited from the issuer's 10-Q filed on August 14, 2025.