Tenor exits M3-Brigade Acquisition V Corp. (MBAV) beneficial ownership

Rhea-AI Filing Summary

M3-Brigade Acquisition V Corp. received an amended Schedule 13G showing that Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah now report 0 Class A ordinary shares beneficially owned. Each reports 0.0% of the class and no voting or dispositive power over any shares.

The filing states that these securities were not acquired or held to change or influence control of the company, and are not part of any control-related transaction. The change in beneficial ownership status is reported as of December 31, 2025.

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)

12/31/2025

(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

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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

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, New York 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. - 0.0% Tenor Opportunity Master Fund, Ltd. - 0.0% Robin Shah - 0.0%
(b)	Percent of class: Tenor Capital Management Company, L.P. - 0.0% Tenor Opportunity Master Fund, Ltd. - 0.0% Robin Shah - 0.0%
(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. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(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. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(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.
	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:	02/13/2026

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	02/13/2026

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	02/13/2026

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT

FAQ

What does the Tenor Capital Schedule 13G/A say about MBAV ownership?

The amended Schedule 13G shows Tenor entities now own 0% of MBAV. Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah each report no beneficial ownership, voting power, or dispositive power over any Class A ordinary shares of M3-Brigade Acquisition V Corp.

Who are the reporting persons in the MBAV Schedule 13G/A amendment?

The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. The entities are organized in Delaware and the Cayman Islands, and Robin Shah is a U.S. citizen who signed the filing in multiple capacities for the Tenor entities.

What percentage of M3-Brigade Acquisition V (MBAV) shares does Tenor report owning?

Tenor reports owning 0.0% of MBAV’s Class A ordinary shares. For each reporting person, the aggregate amount beneficially owned is listed as 0.00 shares, with no sole or shared voting power and no sole or shared dispositive power over any securities of the issuer.

What type of MBAV securities are covered in this Schedule 13G/A?

The filing covers MBAV Class A ordinary shares with par value $0.0001 per share. The class of securities is specifically identified as Class A ordinary shares, associated with CUSIP G63212107, which is used to track this particular security in the market.

What is the significance of Item 5 in the MBAV Schedule 13G/A?

Item 5 confirms ownership of 5 percent or less of the class. This indicates the reporting group no longer holds a stake at or above the 5% threshold, which typically triggers Schedule 13D or 13G reporting, and now formally documents their reduced beneficial ownership level.

Does the Tenor filing indicate any intent to influence control of MBAV?

The certification states the securities were not acquired to change or influence control. It further notes they are not held in connection with any control-related transaction, other than activities solely in connection with a nomination under the relevant proxy access rule referenced in the certification.