Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * CANTOR FITZGERALD & CO. 2. Issuer Name and Ticker or Trading Symbol M3-Brigade Acquisition V Corp. [MBAV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 EAST 59TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2025 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed (Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 12/17/2025 P 3,529,081 A $10.8 7,779,865 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

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-CEO 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 4(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.") is the record holders of the shares reported herein. Cantor Fitzgerald Securities ("CFS") owns the majority of the equity 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"), as the 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 that hold 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.

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