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(Date of Event Which Requires Filing of this Statement)


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SCHEDULE 13D/A 0000017018 XXXXXXXX LIVE 1 Class A Ordinary Shares, par value $0.0001 per share 02/26/2026 false 0002016072 G63212107 M3-Brigade Acquisition V Corp. 1700 Broadway, 19th Floor New York NY 10019 Brandon Lutnick (212) 938-5000 110 East 59th Street New York NY 10022 0001024896 N Cantor Fitzgerald, L.P. AF WC N DE 0.00 7779865.00 0.00 7779865.00 7779865.00 N 27.1 PN 0001251145 N CF Group Management, Inc. AF WC N NY 0.00 7779865.00 0.00 7779865.00 7779865.00 N 27.1 CO 0000017018 N Cantor Fitzgerald & Co. WC N NY 0.00 7779865.00 0.00 7779865.00 7779865.00 N 27.1 BD PN 0001219066 N Cantor Fitzgerald Securities AF WC N NY 0.00 7779865.00 0.00 7779865.00 7779865.00 N 27.1 PN 0002048880 N Brandon Lutnick AF WC N X1 0.00 7779865.00 0.00 7779865.00 7779865.00 N 27.1 IN Class A Ordinary Shares, par value $0.0001 per share M3-Brigade Acquisition V Corp. 1700 Broadway, 19th Floor New York NY 10019 This statement on Schedule 13D amends the Schedule 13D of the Reporting Persons that was originally filed with the Securities and Exchange Commission (the "SEC") on December 19, 2025 (the "Original Filing") with respect to the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of M3-Brigade Acquisition V Corp (the "Issuer"). This amendment to the Schedule 13D is being filed by the Reporting Persons and constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Original Filing. Except as set forth herein, the Original Filing is unmodified. Item 4 is hereby amended and restated in its entirety as follows: CF&Co. originally acquired the Class A Ordinary Shares in order to participate in any general meeting of the Issuer. The Issuer granted CF&Co. a waiver of Article 49.5 of the Amended and Restated Memorandum and Articles of Association of the Issuer thereby permitting CF&Co. to redeem any and/or all Class A Ordinary Shares owned by CF&Co. CF&Co. previously stated that it intended to vote in favor of each of the proposals described in the Issuer's preliminary proxy statement dated December 5, 2025 (the "Preliminary Proxy"). CF&Co.'s intention has now changed. CF&Co. expects that it will make its determination as to whether and/or how it will vote such shares in any general meeting of the Issuer closer to the time of such general meeting, based on the facts and circumstances relevant to CF&Co. at that time. Additionally, CF&Co. expects to continuously evaluate its investment, and may seek to dispose of some or all of its Class A Ordinary Shares in one or more transactions, in varying amounts at varying times, prior to the record date for the Issuer's next general meeting. CF&Co.'s assessment of whether and/or how it will vote, and whether to engage in any potential transactions in the Issuer's securities, including, without limitation, potential dispositions of Class A Ordinary Shares, will depend upon its continuing assessment of pertinent factors, including, without limitation, the availability and nature of opportunities to dispose of Class A Ordinary Shares, resale restrictions applicable to the Class A Ordinary Shares held by the Reporting Persons, the status of, and the economic and reputational impact on CF&Co. of, any proposed business combination and related shareholder proposals (including the likelihood of their approval) described in the Preliminary Proxy, as amended from time to time. Depending upon its assessments of the above factors, among others, CF&Co. may change the above stated present intentions and expectations. In the course of its continuous evaluation of its investment, CF&Co. expects to communicate from time to time with the Issuer's board of directors and members of management, and its advisors. Such discussions and actions may be exploratory in nature, and not rise to the level of a plan or proposal. Cantor Fitzgerald, L.P. /s/ Brandon G. Lutnick Brandon G. Lutnick /Chairman & Chief Executive Officer 03/02/2026 CF Group Management, Inc. /s/ Brandon G. Lutnick Brandon G. Lutnick / Chief Executive Officer 03/02/2026 Cantor Fitzgerald & Co. /s/ Pascal Bandelier Pascal Bandelier / Co-Chief Executive Officer 03/02/2026 Cantor Fitzgerald Securities /s/ Pascal Bandelier Pascal Bandelier / Co-Chief Executive Officer 03/02/2026 Brandon Lutnick /s/ Brandon G. Lutnick Brandon G. Lutnick 03/02/2026