M3-Brigade Acquisition V Corp.

12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:07

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CANTOR FITZGERALD & CO.
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2025
3. Issuer Name and Ticker or Trading Symbol
M3-Brigade Acquisition V Corp. [MBAV]
(Last) (First) (Middle)
110 EAST 59TH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEW YORK, NY 10022
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Ordinary Shares 7,779,865 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CANTOR FITZGERALD & CO.
110 EAST 59TH STREET
NEW YORK, NY 10022
X
CANTOR FITZGERALD, L. P.
110 EAST 59TH STREET
NEW YORK, NY 10022
X
CANTOR FITZGERALD SECURITIES
110 EAST 59TH STREET
NEW YORK, NY 10022
X
CF GROUP MANAGEMENT INC
110 EAST 59TH STREET
NEW YORK, NY 10022
X
Lutnick Brandon
110 EAST 59TH STREET
NEW YORK, NY 10022
X

Signatures

/s/ Pascal Bandelier, as Co-Chief Executive Officer of Cantor Fitzgerald & Co. 12/19/2025
**Signature of Reporting Person Date
/s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. 12/19/2025
**Signature of Reporting Person Date
/s/ Pascal Bandelier, as Co-Chief Executive Officer of Cantor Fitzgerald Securities 12/19/2025
**Signature of Reporting Person Date
/s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc. 12/19/2025
**Signature of Reporting Person Date
/s/ Brandon Lutnick 12/19/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Remarks:
(1) Cantor Fitzgerald & Co. ("CF&Co.") directly owns 7,779,865 Class A ordinary shares of the Issuer. Cantor Fitzgerald Securities ("CFS") owns the majority of theequity interests of CF&Co. and may be deemed to beneficially own the Class A ordinary shares directly owned by CF&Co. Cantor Fitzgerald, L.P. ("Cantor"), asthe indirect holder of a majority of the equity interests of CF&Co. and CFS, CF Group Management, Inc. ("CFGM"), as the managing general partner of Cantor,and Brandon G. Lutnick, as the Chairman and Chief Executive Officer of Cantor and CFGM and also the trustee with decision making control of trusts thathold all of the voting shares of CFGM, may be deemed to beneficially own all Class A ordinary shares directly owned by CF&Co.

(2) CFLP, CFGM, CFS and Mr. Lutnick each disclaim beneficial ownership of all securities held by CF&Co. in excess of their respective pecuniary interest, if any, and this report shall not be deemed an admission that any of them were the beneficial owners of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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