SCHEDULE: Cantor Fitzgerald Boosts Stake in M3-Brigade Acquisition V

Cantor Fitzgerald and its affiliates reported a 27.1% beneficial ownership in M3-Brigade Acquisition V Corp., intending to vote in favor of proposed business combination.

Summary

• Cantor Fitzgerald, L.P. and its affiliates (CF Group Management, Inc., Cantor Fitzgerald & Co., Cantor Fitzgerald Securities, and Brandon G. Lutnick) collectively reported beneficial ownership of 7,779,865 Class A Ordinary Shares of M3-Brigade Acquisition V Corp.
• This represents 27.1% of the 28,750,000 Class A Ordinary Shares outstanding as of November 12, 2025.
• The aggregate purchase price for these shares was approximately $83,774,906.15, funded by the working capital of Cantor Fitzgerald & Co.
• The primary purpose of the acquisition is to participate in general meetings and vote in favor of proposals outlined in the Issuer's preliminary proxy statement dated December 5, 2025.
• Cantor Fitzgerald & Co. has been granted a waiver allowing it to redeem any or all Class A Ordinary Shares it owns.
• Reporting Persons may adjust their holdings (buy or sell) based on market conditions, resale restrictions, and the status of the Issuer's proposed Business Combination.

Sentiment

Score: 5

Explanation: The significant beneficial ownership by Cantor Fitzgerald and its stated intent to support the business combination are positive. However, the recent $6.75 million SEC settlement against Cantor Fitzgerald for past SPAC disclosure violations introduces a notable negative, balancing the overall sentiment to neutral.

Positives

• A significant institutional investor, Cantor Fitzgerald, has taken a substantial 27.1% stake, indicating confidence in the Issuer's future or proposed business combination.
• The stated intention to vote in favor of the proposals in the preliminary proxy statement suggests support for the Issuer's strategic direction.
• Cantor Fitzgerald & Co. has secured a waiver to redeem shares, providing flexibility in its investment.

Negatives

• Cantor Fitzgerald, L.P. settled with the SEC on December 12, 2024, agreeing to pay a $6.75 million penalty for false and misleading statements in prior SPAC filings (CF Finance Acquisition Corp. II and CF Acquisition Corp. V) in 2020 and 2021.
• The SEC settlement involved violations of Section 17(a)(2) and 17(a)(3) of the Securities Act of 1933 and Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-3 thereunder.

Risks

• Reporting Persons may change their intentions regarding buying or selling additional shares or disposing of current holdings, depending on various factors including the status and approval likelihood of the Issuer's proposed Business Combination.
• The Issuer's proposed Business Combination may not be approved, impacting the value of the Class A Ordinary Shares.
• Cantor Fitzgerald & Co. is entitled to certain fees upon the closing of the Issuer's proposed private placements and Business Combination, which could create potential conflicts of interest as detailed in the Preliminary Proxy.

Future Outlook

The Reporting Persons intend to vote in favor of the proposals described in the Issuer's preliminary proxy statement dated December 5, 2025. They may purchase additional shares or dispose of current holdings based on their assessment of factors including the availability of shares at particular price levels, resale restrictions, and the status of the Issuer's proposed Business Combination.

Management Comments

• Cantor cooperated immediately and fully with the SEC's investigation and agreed to cease and desist from committing or causing any violations and any future violations...

Industry Context

This filing highlights the continued activity of Special Purpose Acquisition Companies (SPACs) and the involvement of major financial services firms like Cantor Fitzgerald in sponsoring and investing in them. The SEC settlement also underscores the increased regulatory scrutiny on SPAC disclosures and sponsor conduct, reflecting a broader trend of tightening oversight in the SPAC market.

Comparison to Industry Standards

• The 27.1% beneficial ownership by Cantor Fitzgerald and its affiliates is a substantial stake, indicating a strong commitment from a major financial institution, which is generally viewed positively in SPACs seeking to complete a business combination.
• The $6.75 million SEC penalty against Cantor Fitzgerald for misleading statements in prior SPAC filings (CF Finance Acquisition Corp. II and CF Acquisition Corp. V) is a notable regulatory action, reflecting a stricter enforcement environment for SPAC sponsors compared to earlier, less regulated periods of the SPAC boom.

Legal Proceedings

• On December 12, 2024, Cantor Fitzgerald, L.P. settled with the SEC, without admitting or denying findings, to resolve charges that two SPACs it controlled (CF Finance Acquisition Corp. II and CF Acquisition Corp. V) included false and misleading statements about prior interactions with target businesses in their 2020 and 2021 SEC filings.
• Cantor Fitzgerald, L.P. agreed to cease and desist from future violations of specific sections of the Securities Act and Exchange Act and to pay a $6.75 million penalty.

Related Party Transactions

• Cantor Fitzgerald & Co. is entitled to certain fees upon the closing of the Issuer's proposed private placements and Business Combination, as described in the Preliminary Proxy under "Conflicts of Interest."

Stakeholder Impact

• Shareholders: The significant stake and stated support from Cantor Fitzgerald could be seen as a positive signal for the proposed business combination. However, the SEC settlement against Cantor Fitzgerald for prior SPAC issues might raise concerns about sponsor integrity or future regulatory risks. The waiver for CF&Co. to redeem shares provides them with flexibility that other shareholders may not have.
• Management: The support from a major shareholder like Cantor Fitzgerald is beneficial for management in pursuing the business combination.
• Regulators: The SEC settlement highlights ongoing regulatory scrutiny of SPACs and their sponsors, reinforcing the need for accurate disclosures.

Next Steps

• The Issuer's proposed Business Combination is pending, with a preliminary proxy statement dated December 5, 2025, outlining proposals for shareholder vote.
• Reporting Persons may engage in further purchases or dispositions of Class A Ordinary Shares or other securities of the Issuer.

Key Dates

Recommendation

While Cantor Fitzgerald's significant stake and stated support for the business combination could be seen as positive indicators, the recent $6.75 million SEC settlement against Cantor Fitzgerald for misleading statements in prior SPAC filings introduces a material concern regarding sponsor integrity and potential future regulatory risks. This mixed signal suggests a "hold" recommendation, advising investors to monitor the progress of the business combination and any further developments related to the sponsor's regulatory standing before making a definitive investment decision.

Keywords

M3-Brigade Acquisition V Corp., Cantor Fitzgerald, Schedule 13D, SPAC, Beneficial Ownership, Class A Ordinary Shares, SEC Settlement, Business Combination, Proxy Statement, Institutional Investor