First Trust entities disclosed modest holdings in M3-Brigade Acquisition V Corp.'s Class A Ordinary Shares. First Trust Merger Arbitrage Fund (VARBX) holds 1,059,204 shares, equal to 3.68% of the class, with sole voting and dispositive power. First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively report sole voting and dispositive power over 1,246,771 shares, equal to 4.34% of the class; FTCS and Sub GP may be deemed to control FTCM and thus these holdings. The filing states the shares are held in the ordinary course of business and not for the purpose of changing control of the issuer.
Positive
None.
Negative
None.
Insights
TL;DR: Two First Trust reporting persons hold small, sub-5% stakes in MBAVW; disclosures signal ownership but likely limited market impact.
The reported positions—1,059,204 shares (3.68%) held by VARBX and 1,246,771 shares (4.34%) attributed to FTCM/FTCS/Sub GP—are below the 5% threshold that typically triggers greater investor scrutiny. Both holdings are reported as sole voting and dispositive power, which indicates control over voting and disposition for those shares but does not by itself imply any change in issuer control. For most investors, these disclosures increase transparency but are unlikely to materially affect valuation or corporate control.
TL;DR: Adviser-client structure results in attributed ownership; FTCS/Sub GP may be deemed beneficial owners but filing affirms ordinary-course holdings.
The filing clarifies that FTCM acts as investment adviser to client accounts holding the shares and that FTCS and Sub GP may be deemed to control FTCM. This attribution explains why multiple First Trust entities appear as reporting persons and why sole voting/dispositive power is claimed. The certification in the filing states the positions were not acquired to influence control, which, combined with percentages below 5%, suggests limited governance implications absent further disclosure.
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 ("Ordinary Shares")
(Title of Class of Securities)
G63212107
(CUSIP Number)
06/30/2025
(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
First Trust Merger Arbitrage Fund
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
1,059,204.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,059,204.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,059,204.00
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)
3.68 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
CUSIP No.
G63212107
1
Names of Reporting Persons
First Trust Capital Management 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
1,246,771.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,246,771.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,246,771.00
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)
4.34 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G63212107
1
Names of Reporting Persons
First Trust Capital Solutions 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
1,246,771.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,246,771.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,246,771.00
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)
4.34 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
G63212107
1
Names of Reporting Persons
FTCS Sub 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,246,771.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,246,771.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,246,771.00
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)
4.34 %
12
Type of Reporting Person (See Instructions)
HC
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:
This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP").
(1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940.
(2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts").
(3) FTCS, a Delaware limited partnership and control person of FTCM.
(4) Sub GP, a Delaware limited liability company and control person of FTCM.
Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)
Address or principal business office or, if none, residence:
The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)
Citizenship:
United States
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(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:
As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of M3-Brigade Acquisition V Corp (the Issuer)) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 VARBX owned 1,059,204 shares of the outstanding Ordinary Shares of the Issuer FTCM, FTCS and Sub GP collectively owned 1,246,771 shares of the outstanding Ordinary Shares of the Issuer.
FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)
Percent of class:
VARBX: 3.68%
FTCM, FTCS and Sub GP: 4.34%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
VARBX: 1,059,204
FTCM, FTCS and Sub GP: 1,246,771
(ii) Shared power to vote or to direct the vote:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(iii) Sole power to dispose or to direct the disposition of:
VARBX: 1,059,204
FTCM, FTCS and Sub GP: 1,246,771
(iv) Shared power to dispose or to direct the disposition of:
VARBX: 0
FTCM, FTCS and Sub GP: 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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4.
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 Item 2.
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.
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.
First Trust Merger Arbitrage Fund (VARBX), First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC jointly filed the statement.
How many MBAVW shares does VARBX own and what percent is that?
VARBX owns 1,059,204 shares, representing 3.68% of the Class A Ordinary Shares reported in the filing.
What is the aggregate ownership reported by FTCM, FTCS and Sub GP for MBAVW?
FTCM, FTCS and FTCS Sub GP collectively own 1,246,771 shares, equal to 4.34% of the class, with sole voting and dispositive power reported.
Does the filing indicate these shares were acquired to change control of MBAVW?
No. The filing includes a certification that the securities "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."
Where is the principal business address for the First Trust reporting entities?
FTCM, FTCS and Sub GP: 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606; VARBX: 235 West Galena Street, Milwaukee, WI 53212.
