MBAVW Sponsor Adds $2.5 M Interest-Free Note; Holds 20% Stake

M3-Brigade Acquisition V Corp. (MBAVW) – Schedule 13D/A Amendment No. 1 Highlights The filing updates the ownership and financing terms between the issuer and its new sponsor group led by CC Capital entities and founder Chinh E. Chu.

Accepted by SEC EDGAR 06/18/2025 - 05:18 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

M3-Brigade Acquisition V Corp. (MBAVW) – Schedule 13D/A Amendment No. 1 Highlights

The filing updates the ownership and financing terms between the issuer and its new sponsor group led by CC Capital entities and founder Chinh E. Chu.

• Beneficial ownership: CC Capital GP, CC Capital SP, CC Capital Ventures, CC M17 SPV, M17 Sponsor and Mr. Chu each report 7,187,500 Class A shares, representing 20% of the outstanding class. Voting and dispositive power are held solely by the reporting persons; no shared power is disclosed.
• New financing: On 16-Jun-2025 the issuer issued an interest-free promissory note of up to US$2.5 million to the New Sponsor. On 18-Jun-2025, $500,000 was drawn for general working-capital needs.
• Maturity & conversion: The note is due at the close of the SPAC’s initial business combination ("Maturity Date"). The New Sponsor may convert up to $1.5 million of principal into private-placement warrants upon closing. Failure to repay at maturity constitutes an event of default, allowing acceleration of the remaining balance.
• No changes were noted to prior definitions or other terms beyond the financing arrangement.

The amendment mainly reflects the sponsor’s financing support and reiterates the group’s 20% stake, which remains unchanged from the original 13D filed 03-Jun-2025.

Positive

• Interest-free $2.5 million credit line from sponsor enhances liquidity without increasing cash burn.
• Sponsor’s 20% equity stake aligns incentives with public shareholders.

Negative

• Up to $1.5 million debt-to-warrant conversion could dilute public investors at de-SPAC.
• Sponsor retains sole voting control over 20% of shares, concentrating governance power.

Insights

Securities Analyst

TL;DR: Sponsor injects $2.5 m credit line, maintains 20% stake; potential dilution via warrant conversion.

The filing is neutral-to-slightly positive for MBAVW investors. An interest-free note reduces immediate cash-burn pressure while the SPAC searches for a target. The conversion option—up to $1.5 m into private-placement warrants—will add leverage to the sponsor but creates marginal dilution for public shareholders at de-SPAC. No interest expense is accrued, improving near-term liquidity metrics. Beneficial ownership remains at 20%, signalling continued sponsor alignment. Overall market impact is limited until a business-combination target is announced, but the facility modestly strengthens the vehicle’s runway.

Corporate Governance Expert

TL;DR: Governance intact; note terms favor sponsor control, modest dilution risk.

The amendment clarifies financing controls vested in the sponsor group. Sole voting and dispositive authority over 20% of shares can influence merger approvals. The interest-free nature benefits the company, yet the ability to convert debt to warrants at business-combination close could entrench sponsor influence post-merger. Absence of interest and short maturity align incentives to close a deal promptly. From a governance lens, terms are standard for SPACs and not materially adverse, but investors should monitor dilution and decision-making concentration.

FAQ

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

How many MBAVW Class A shares does CC Capital own?

The sponsor group reports 7,187,500 Class A shares, equal to 20% of the class.

What are the key terms of the new promissory note disclosed on the Schedule 13D/A?

The note allows borrowing up to $2.5 million, bears no interest, and matures at the SPAC’s business-combination close.

How much has M3-Brigade borrowed so far under the note?

As of 18-Jun-2025, the issuer drew $500,000 for working capital.

Can the sponsor convert the note into equity or warrants?

Yes. Upon business-combination closing, the sponsor may convert up to $1.5 million of principal into private-placement warrants.

Does the promissory note accrue interest?

No. The disclosed note is interest-free until maturity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)

G63212107

(CUSIP Number)

Chinh E. Chu
200 Park Avenue, 58th Floor,
New York, NY, 10166
212-355-5515

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/16/2025

(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 No. G63212107

1

Name of reporting person

CC Capital GP, LLC

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

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 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

Chinh E. Chu

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

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 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

CC Capital SP, LP

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

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 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

CC Capital Ventures, LLC

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

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 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

CC M17 SPV, LLC

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

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 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G63212107

1

Name of reporting person

M17 Sponsor, LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,187,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,187,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,187,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20 %

14

Type of Reporting Person (See Instructions)

OO

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 Amendment No. 1 ("Amendment No. 1") supplements the information set forth in the Schedule 13D dated June 3, 2025, filed by CC Capital GP, LLC, Chinh E. Chu, CC Capital SP, LP, CC Capital Ventures, LLC, CC M17 SPV, LLC, and M17 Sponsor, LLC (the "New Sponsor") with the United States Securities and Exchange Commission (the "Schedule 13D"), relating to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of M3-Brigade Acquisition V Corp. (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: On June 16, 2025, the Issuer issued a promissory note (the "Note") to the New Sponsor pursuant to which the Issuer can borrow up to an aggregate principal amount of $2,500,000 from the New Sponsor. On June 18, 2025, the Issuer borrowed $500,000 under the Note. The proceeds of the Note will be used to provide the Issuer with general working capital. The Note bears no interest and is payable in full upon the consummation of the Issuer's initial business combination (the "Maturity Date"). A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the Note may be accelerated. Upon consummation of an initial business combination, the New Sponsor has the option to convert up to $1,500,000 of the outstanding unpaid principal balance under the Note, into private placement warrants (the "Private Placement Warrants") of the Issuer at the purchase price of $1.50 per Private Placement Warrant, each such Private Placement Warrant exercisable to purchase one Class A Ordinary Share of the Issuer at $11.50 per share, subject to adjustment. If the Issuer does not consummate an initial business combination, the Note will be repaid solely to the extent the Issuer has funds available to it outside its trust account established in connection with the Issuer's initial public offering. The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference. The Note is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Promissory Note, dated June 16, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 001-42171), filed with the Securities and Exchange Commission on June 18, 2025).

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.

CC Capital GP, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/Sole Member
Date:	06/18/2025

Chinh E. Chu

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/Self
Date:	06/18/2025

CC Capital SP, LP

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/Sole Member, CC Capital GP, LLC, its General Partner
Date:	06/18/2025

CC Capital Ventures, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/President and Senior Managing Director
Date:	06/18/2025

CC M17 SPV, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/President and Senior Managing Director
Date:	06/18/2025

M17 Sponsor, LLC

Signature:	/s/ Chinh E. Chu
Name/Title:	Chinh E. Chu/President and Senior Managing Director
Date:	06/18/2025