| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 4 of 13 Pages |
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| 1 | NAME OF REPORTING PERSONS Dekania Investors, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO, HC |
| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 5 of 13 Pages |
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| 1 | NAME OF REPORTING PERSONS Cohen & Company LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO, HC |
| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 6 of 13 Pages |
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| 1 | NAME OF REPORTING PERSONS Cohen & Company Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO, HC |
| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 7 of 13 Pages |
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| 1 | NAME OF REPORTING PERSONS Daniel G. Cohen |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 0 |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% |
| 12 | TYPE OF REPORTING PERSON IN, HC |
| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 8 of 13 Pages |
| Item 1. | | (a) Name of Issuer |
M3-Brigade Acquisition II Corp.
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
1700 Broadway, 19th Floor
New York, NY 10019
| Item 2. | | (a) Name of Persons Filing: |
Vellar Opportunities Fund Master, Ltd.
Cohen & Company Financial Management, LLC
Dekania Investors, LLC
Cohen & Company LLC
Cohen & Company Inc.
Daniel G. Cohen
| Item 2. | | (b) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Vellar Opportunities Fund Offshore, Ltd.
c/o Mourant Governance Services (Cayman) Limited 94
Solaris Avenue, Camana Bay
PO Box 1348 Grand Cayman KY1-1108
Cayman Islands
Cohen & Company Financial Management, LLC
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
Dekania Investors, LLC
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
Cohen & Company LLC
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
Cohen & Company Inc.
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
Daniel Cohen
c/o Cohen & Company Inc.
3 Columbus Circle, Suite 2400
New York, New York 10019
United States
Vellar Opportunities Fund Master, Ltd. – Cayman Islands
Cohen & Company Financial Management, LLC – Delaware, United States
Dekania Investors, LLC – Delaware, United States
Cohen & Company LLC – Delaware, United States
Cohen & Company Inc. – Delaware, United States
Daniel G. Cohen – United States
| Item 2. | | (d) Title of Class of Securities |
Class A Common Stock, par value $0.0001 per share (the “Common Stock”)
553800103
| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 9 of 13 Pages |
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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); |
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| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| | (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); |
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| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 10 of 13 Pages |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Vellar Opportunities Fund Master, Ltd.
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 0
Cohen & Company Financial Management, LLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 0
Cohen & Company Inc.
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 0
Dekania Investors, LLC.
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 0
Cohen & Company, LLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 0
Daniel G. Cohen:
(a) Amount beneficially owned: 0
(b) Percent of class: 0.0%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or direct the disposition:
(iv) Shared power to dispose or to direct the disposition: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five 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
Please see Exhibit II attached hereto.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
| CUSIP No. 553800103 | SCHEDULE 13G/A | Page 11 of 13 Pages |
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.
Dated: February 14, 2023
