Fortress Value Acquisition V

Investors considering this SPAC IPO now have the full prospectus detailing the investment terms, including trust mechanics, redemption rights, sponsor compensation, dilution, and conflict of interest disclosures. The filing confirms that the SPAC is searching for a target and provides the timeline for completion. The absence of warrants and the 15% redemption cap are notable structural features.

Investors tracking capital-raising velocity, timeline certainty, and regulatory risk should note that bypassing the comment period compresses execution uncertainty but places full legal liability on the corporate team, specifically Co-Chief Executive Officer Micah Kaplan and the Office of Real Estate & Construction. The document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Attributed statements originate exclusively from the SEC Division of Corporation Finance, its designated contact David Link, and named officers Micah Kaplan and Michael Stein. Although no new contractual terms were introduced, the filing materially confirms that the sponsor intends to proceed toward a registered public offering under the currently published trust and deadline parameters, making it a substantive indicator of execution intent rather than a purely procedural formality.

This filing establishes the SPAC's full terms, trust mechanics, and sponsor economics. Redemption mechanics, extension rights, and the 15% cap directly affect investor exit liquidity. The $10 trust + founder share nominal cost creates a known dilution pattern. The 24+3 month deadline is a key redemption trigger for calendar management.

What changed: Joint Acquisition Statement pursuant to Rule 13d-1(k) attached to a Schedule 13G filing, serving as a procedural acknowledgment that Empyrean Capital Partners, LP and Amos Meron will jointly submit future amendments and bear shared liability for accuracy and timeliness. No mechanical shifts are reported. The filing does not disclose beneficial ownership percentages, cost basis, acquisition dates, or any activity related to redemption windows, trust disbursements, extension proposals, or target integration. It merely confirms continued joint reporting status as of May 15, 2026, signed by Chief Compliance Officer Jennifer Norman and Amos Meron. Why it matters: For shareholders monitoring FVAV’s search timeline, cash preservation mechanics, or sponsor fiduciary conduct, this exhibit contains no actionable intelligence. Routine regulatory compliance documents do not alter redemption parameters, shift trust allocation mechanisms, or signal merger negotiations. Investors seeking material developments should await definitive agreements, preliminary proxy statements, or amendment filings reflecting actual position changes or transaction milestones.

What changed: Joint Acquisition Statement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership filing. No SPAC mechanics, redemption calendar adjustments, trust valuation changes, extension triggers, or sponsor conduct shifts are contained in this text. The document consists solely of standard regulatory language confirming that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross execute a joint filing obligation under Rule 13d-1(k), with each party separately accountable for the accuracy and timeliness of their own submitted data. Why it matters: As a procedural compliance attachment, this exhibit does not advance FVAV’s search status, indicate deal progress, or reveal shareholder concentration thresholds capable of influencing redemption behavior. The filing implies the named holders collectively meet or exceed the 5% reporting threshold, but the attached text omits the security amount, percentage of class, voting/dispositive power breakdown, and stated purpose of acquisition that typically drive investor analysis. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present. The only numerical references are the filing date (May 13, 2026) and the rule citation; no other figures appear. Investors tracking cash preservation, extension windows, or target validation should await the primary Schedule 13G body, proxy statements, or FVAV press releases.

What changed: A Schedule 13G compliance submission containing two attached Power of Attorney exhibits executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, formally designating named individuals as attorneys-in-fact to sign Rule 13f-1 and Regulation 13D-G beneficial ownership filings on the firms’ behalf. Nothing alters the SPAC’s redemption deadline, trust composition, extension framework, business combination trajectory, or sponsor behavior. The filing makes no reference to Fortress Value Acquisition V’s February 26, 2028 termination date, the stated $10 per share trust balance, or the ongoing SEARCHING phase. It exclusively updates internal signing authority for regulatory submissions, noting via the attached exhibits that it supersedes earlier authorizations dated July 29, 2024, and October 1, 2024. Why it matters: This is a routine administrative compliance attachment with no operative impact on capital markets activity, shareholder redemption rights, or merger negotiations. The filing simply confirms Goldman Sachs maintains current, unilaterally revocable authorizations for designated personnel to execute mandatory SEC ownership disclosures. No claims, figures, or strategic statements regarding customer relationships, revenue, market positioning, technology, partnerships, litigation, or external personnel decisions are presented, meaning it provides zero actionable intelligence for tracking redemption windows, trust accounting, or deal progression.

What changed: A Schedule 13G beneficial ownership report filed on 2026-05-07 under Commission access number [0001213900-26-053423], identifying Fortress Value Acquisition Sponsor V LLC as the reporting holder. The filing excerpt contains only a form designation, submission date, access identifier, and sponsor entity name. It discloses no adjustments to the February 26, 2028 business combination deadline, provides no revision to the trust account balance or per-share value (the prompt header references $10 but the filing text itself includes no monetary figures), records no extension proposals, announces no target acquisition, and offers no commentary on sponsor conduct. No mechanical parameters governing redemptions, extensions, or deal progression are altered or referenced by the filing. Why it matters: Schedule 13G submissions function as passive ownership disclosures to satisfy regulatory thresholds and confirm that Fortress Value Acquisition Sponsor V LLC maintains a registrable stake in FVAV without signaling an attempt to exercise control. For investors monitoring the SEARCHING phase, the filing verifies sponsor registration status but does not advance the transaction timeline or modify redemption mechanics. Because the excerpt contains no commercial claims, revenue projections, market sizing, strategic directives, technology validations, partnership announcements, litigation references, or personnel updates, it serves exclusively as administrative positioning data. Participants tracking the path to a business combination should await subsequent filings containing merger targets, amendment proposals, or detailed share-count transitions that would materially impact trust deployment or shareholder redemption windows.

What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, filed by Fortress Value Acquisition Corp. V, a blank-check SPAC that completed its initial public offering on February 27, 2026. The company completed its IPO and over-allotment, raising gross proceeds of $287.5 million and placing funds in trust; first quarterly results show net income of $0.8 million from trust interest; no business combination has been identified or announced. Why it matters: This is the first financial report post-IPO, establishing the trust value ($288.3M, ~$10.03 per share) and confirming the combination deadline (24 months from IPO, i.e., February 2028). It confirms no deal progress, no changes to sponsor terms, and provides updated working capital ($0.8M outside trust).

What changed: A Form 8-K current report and attached press release announcing the closing of a fully-exercised over-allotment option in connection with the company's initial public offering. According to the registrant's March 9, 2026 filing, Deutsche Bank Securities Inc. acted as sole underwriter to fully exercise its option to purchase 3,750,000 Class A ordinary shares, generating approximately $37,500,000 in gross proceeds. Following this exercise, the registrant states the total aggregate issuance stands at 28,750,000 Class A ordinary shares at a price of $10.00 per share, resulting in $287,500,000 in gross proceeds. The filing reports that cash held in the trust account totals $287,500,000, comprised of the net proceeds from the sale of the 28,750,000 Class A Ordinary Shares, $250,000 of the proceeds from the sale of 200,000 private placement shares to Fortress Value Acquisition Sponsor V LLC, and deferred underwriting commissions equal to $15,812,500. The company notes the original IPO consummated on February 27, 2026, selling 25,000,000 shares at $10.00 per share for $250,000,000 in gross proceeds, alongside private placement proceeds of approximately $2,000,000. Trading commenced on the Nasdaq Global Market on February 26, 2026, following a registration statement effective February 25, 2026. Why it matters: The full exercise of the over-allotment confirms final trust liquidity available to identify and complete a business combination prior to the stated redemption deadline, removing ambiguity around sponsor-funded trust contributions. It indicates strong underwriting demand during the February listing window. The document does not announce a target acquisition, modify the SEARCHING status, or alter the corporate timeline, focusing exclusively on post-IPO capitalization adjustments.

What changed: A Form 8-K Current Report announcing the consummation of the initial public offering and private placement, accompanied by an audited balance sheet and detailed notes outlining the SPAC's post-IPO financial position, governance structure, and redemption mechanics. Per the filing, on February 27, 2026, Fortress Value Acquisition Corp. V completed its IPO of 25,000,000 Class A ordinary shares at $10.00 per share. A total of $250,000,000—comprised of $249,750,000 from IPO proceeds (including $13,750,000 in underwriter deferred discount) and $250,000 from the private placement—was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. The underwriter retains a 45-day option to purchase up to 3,750,000 over-allotment shares. The Company defined its Combination Period as 24 months from closing, automatically extending to 27 months if a letter of intent, agreement in principle, or definitive agreement is executed within the first 24 months. Public shareholders maintain redemption rights to a pro rata portion of the $250,000,000 trust balance plus permitted interest releases. The Sponsor purchased 200,000 private placement shares for approximately $2,000,000 and initially holds 7,187,500 Class B founder shares, with 937,500 subject to forfeiture if the over-allotment is not fully exercised. Deferred underwriting commissions are locked at $13,750,000 ($15,812,500 if the over-allotment is exercised in full). Why it matters: This filing establishes the baseline trust value, redemption timeline, and sponsor alignment parameters that govern FVAV until a target is identified. According to the Company's notes, public shareholders may redeem shares at a meeting or via tender offer, with redemptions calculated two business days prior to consummation. The filing states management must pursue an initial business combination with a fair market value of at least 80% of the net assets in the Trust Account (excluding deferred underwriting discounts) at signing. Permitted working capital withdrawals from trust interest are capped at $500,000 annually, restricted to $125,000 during the three-month window beginning 24 months post-closing. If the Company fails to close within the Combination Period, the Sponsor agreed to waive liquidation rights for founder and private shares, while the underwriter waives its deferred commission claims, leaving all $250,000,000 (plus residual interest) available for public redemptions minus up to $100,000 in dissolution expenses. The Sponsor also accepted liability to indemnify the Trust Account against third-party service or product claims. On the strategic side, the filing notes management intends to leverage the broader Fortress platform to acquire targets across any geography or industry. Financially, the audited balance sheet reflects $1,556,551 in non-trust cash, $11,868 in prepaid expenses, and a $1,016,879 current liability total including a $359,250 over-allotment option liability valued via Black-Scholes inputs (3.9% risk-free rate, 5.0% expected volatility, 45-day term). Pre-IPO formation and administrative costs totaled $8,529 between January 1, 2026, and February 27, 2026. An independent director received 30,000 founder shares for approximately $100, and the Company entered a $20,000 monthly office space lease with a sponsor affiliate. Audited by CBIZ CPAs P.C. (PCAOB ID:199), the document confirms zero operating revenues to date, indicating all capital deployment decisions remain entirely prospective.

What changed: Schedule 13G beneficial ownership report. Alberta Investment Management Corp filed a Schedule 13G; the provided excerpt lists only the filing type, accession number, date, and holder name, with no share counts, ownership percentages, or acquisition dates included. Why it matters: The filing contains no statements addressing FVAV’s redemption deadline, trust value, extension provisions, business combination status, or sponsor conduct. It makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the document supplies only basic identification data and omits all numerical thresholds and transactional details, it does not change any known investment mechanics or affect shareholder voting/redemption decisions.

What changed: 8-K filed March 2, 2026 reporting the closing of Fortress Value Acquisition Corp. V's initial public offering: 25,000,000 Class A ordinary shares sold at $10.00 per share for $250,000,000 gross proceeds, simultaneous private placement of 200,000 Class A shares to the sponsor for $2,000,000, related IPO agreements, appointment of Tripp Jones to the board, adoption of amended charter, and deposit of $250,000,000 into the trust account (including $13,750,000 deferred underwriting discount). FVAV completed its IPO and became a funded, publicly traded SPAC. The company entered the underwriting, trust, registration rights, private placement, letter, administrative services and indemnity agreements; issued 200,000 private placement shares to Fortress Value Acquisition Sponsor V LLC at $10.00 per share; appointed Tripp Jones as director and interim chair of the audit and compensation committees; and deposited $250,000,000 of IPO and private placement proceeds into the trust account with Continental Stock Transfer & Trust Company. The charter sets a 24-month completion window from the February 27, 2026 closing, extendable to 27 months if the company has executed a letter of intent, agreement in principle or definitive agreement within 24 months, after which public shareholders can redeem if no business combination is completed. Why it matters: This filing establishes the redemption mechanics and clock for FVAV investors. The trust holds $250,000,000, or $10.00 per public share, and the company's deadline to complete a business combination is 24 months from the February 27, 2026 IPO closing (up to 27 months with a qualifying agreement). Interest from the trust can be released for working capital up to $500,000 per year, with a reduced $125,000 limit in the three-month period beginning 24 months after closing if a deal agreement is in place, plus amounts for taxes; otherwise trust proceeds remain locked until business combination, charter amendment redemption, or liquidation. The underwriter has a 45-day over-allotment option for up to 3,750,000 additional shares, and the sponsor holds 7,187,500 founder shares, of which 30,000 were transferred to director Tripp Jones. The company also represented it had not selected or held substantive discussions with any business combination target as of the IPO.

What changed: A Form 4 insider ownership report (routine regulatory filing) documenting a corporate equity transaction. Per the 2026-02-27 submission, Fortress Value Acquisition Sponsor V LLC, identified by the issuer as a 10% owner, executed a grant/award acquiring 200,000 shares at $10 per share. The filing states the sponsor owns 200,000 shares post-transaction. Why it matters: Regarding your tracked redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the document leaves the documented $10 trust/share baseline and the 2028-02-26 expiration date entirely unmodified, and registers zero updates on merger negotiations, business combination targets, or extension voting schedules. The equity movement reflects standard sponsor promotor stock issuance during the SEARCHING phase; it reallocates internal founder/equity composition without altering public shareholder redemption mechanics, trust account distributions, or financing conditions available to investors. All share quantities, pricing thresholds, and temporal markers are sourced exclusively from the issuer’s SEC submission and carry no independent market validation.