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

Rhea-AI Filing Summary

Picton Mahoney Asset Management filed Amendment No. 2 to Schedule 13G reporting its beneficial ownership in M3-Brigade Acquisition V Corp. (Class A ordinary shares, CUSIP G63212107). As of 30 Jun 2025, the Canadian investment fund manager holds 983,500 shares, representing 3.42 % of the 28.75 million shares outstanding (per the issuer’s 31 Mar 2025 10-Q). The filer claims sole voting and dispositive power over the entire position and reports no shared power. Because the ownership is below the 5 % threshold, Item 5 confirms that the filer is a passive holder of less than a 5 % class stake. The certification states the shares were acquired in the ordinary course of business and not for the purpose of influencing control of the issuer. Signature by General Counsel & CCO Catrina Duong is dated 06 Aug 2025.

Positive

• Institutional endorsement: A regulated Canadian asset manager holds 3.42 % of MBAV, reflecting some confidence in the issuer’s prospects.
• Sole voting power suggests the filer can deploy the stake without external constraints, enabling swift trading or support in future shareholder votes.

Negative

• Sub-5 % stake: Ownership is below the threshold typically considered influential, limiting governance impact.
• No transaction details: The filing provides no price, timing, or intent data, offering limited insight into future share-flow.

Insights

Securities Analyst

TL;DR – Passive 3.4 % stake; little governance impact, shows modest institutional interest.

Picton Mahoney’s sub-5 % position signals incremental institutional engagement but does not trigger 13D or activist obligations. With sole voting/dispositive power over under 1 million shares, the fund lacks material influence on MBAV’s SPAC strategy or de-SPAC vote outcomes. The filing neither indicates buying momentum nor a reduction from a prior >5 % stake; it simply updates ownership versus the March share count. From a portfolio-impact lens, this is informational rather than catalytic, useful mainly for tracking money-flow into the SPAC universe.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

M3BRIGADE ACQUISITION V CORP

(Name of Issuer)

Class A 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

Picton Mahoney Asset Management

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 983,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 983,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

983,500.00

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)

3.42 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Based upon 28,750,000 shares (3/31/2025 10Q)

SCHEDULE 13G

Item 1.
(a)	Name of issuer: M3BRIGADE 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: Picton Mahoney Asset Management
(b)	Address or principal business office or, if none, residence: 33 Yonge Street, #320, Toronto, ON M5E 1G4
(c)	Citizenship: Canada
(d)	Title of class of securities: Class A 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).
	Investment Fund Manager
Item 4.	Ownership
(a)	Amount beneficially owned: 983500
(b)	Percent of class: 3.42 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 983500
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 983500
	(iv) Shared power to dispose or to direct the disposition of: 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 acquired and are 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. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] 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.

Picton Mahoney Asset Management

Signature:	Catrina Duong
Name/Title:	General Counsel and Chief Compliance Officer
Date:	08/06/2025

Comments accompanying 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.

FAQ

How many MBAV shares does Picton Mahoney own?

The firm reports 983,500 Class A shares.

What percentage of MBAV’s outstanding shares does this represent?

The position equals 3.42 % of the 28.75 million shares outstanding.

Does Picton Mahoney have shared voting power?

No. The filing states 0 shared voting or dispositive power.

Why is the filing on Schedule 13G rather than 13D?

Because the stake is passive and under 20 %, qualifying for the 13G exemption.

Is this filing indicative of an activist campaign?

No. The certification affirms the shares were acquired in the ordinary course without intent to influence control.