GSR V Acquisition

This filing brings the SPAC to market with a modified security structure (rights ratio) and terms. It establishes the core mechanics for the trust ($10.05 per share initially), redemption rights, the 18-to-21-month completion window, and sponsor compensation. The document introduces the management team's track record on prior SPACs (GSR II, GSR III, GSR IV, Graf IV), providing a basis for investor assessment. The final terms of the offering are now set, making this a crucial milestone for prospective investors and for tracking the SPAC's progress toward finding a target.

The S-1 provides the first detailed disclosure of the SPAC's terms, including trust amount, per-share redemption value, deadline, sponsor compensation ($55,556/month for administrative services), dilution table showing substantial dilution to public shareholders (NTBV as low as $0.44 per share under maximum redemption scenario), and sponsor's nominal cost for founder shares ($0.004 per share). The document also discloses that the management team's prior SPACs experienced high redemption rates in extension votes (62.9%–77.4%) and lower redemption at business combination (11.7%–37.1%). This filing is the baseline for all future redemption calculations and deal timelines.

Bypassing the review phase accelerates the administrative path to an IPO, keeping the execution window open before the redemption deadline expires. The SEC staff explicitly advised management that the company and its officers retain full responsibility for the accuracy and adequacy of disclosures regardless of the staff's non-review. The document contains no claims regarding target customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel qualifications. All references to Rule 433(h)(4), Rules 460 and 461, the address 5900 Balcones Drive, Suite 100, Austin, TX 78731, CIK No. 0002111762, the telephone number 202-551-3356, and the individuals Lewis Silberman, David Link, and Steven Stokdyk originate exclusively from the SEC staff correspondence.

GSRV is a new SPAC entering the market. The filing provides the first detailed look at the trust value ($10.00/share), the deadline (18/21 months from closing), the sponsor's cost basis (near-zero founder shares creating severe dilution for public holders), and the redemption mechanics. Investors should note the extremely low founder share price ($0.004) versus the $10.00 IPO price, which creates a powerful incentive for the sponsor to complete any deal before the deadline even if the target's value is poor. The dilution table shows that even with no redemptions, net tangible book value per share is $6.62 (without over-allotment) versus the $10.00 offering price. The sponsor's prior SPACs (GSR II and Graf IV) experienced very high redemptions (77.4% and 64.6%) at extension votes, which is a notable precedent for future extension risk.

What changed: Routine compliance exhibit: SEC Schedule 13G (beneficial ownership report). The filing excerpt identifies Hudson Bay Capital Management LP and Sander Gerber as beneficial owners of GSRV common stock. No share quantities, ownership percentages, voting or dispositive power allocations, acquisition dates, or comparisons to prior periods are supplied in the provided text. Consequently, no measurable shift in shareholder composition, redemption exposure, or trust balance dynamics is documented. Why it matters: This disclosure does not alter the redemption deadline of 2027-11-14, the recorded trust value of $10.05 per share, extension mechanics, or any announced target-search progress. While 13G filings occasionally precede anchor-investor commitments or signal SPAC-class accumulation ahead of a combination, the absence of Item 4 (Purpose of Transaction), share counts, and filing dates in this excerpt limits the document to a passive attribution notice. Investors tracking sponsor conduct, capital formation, or pre-merger positioning cannot derive actionable insights until the complete Schedule 13G package is reviewed.

What changed: Form 8-K current report announcing the election to separately trade Class A ordinary shares and rights underlying the Company’s initial public offering units. GSR V Acquisition Corp. reported that holders of its 23,000,000 initial public offering units (including 3,000,000 units from the full exercise of the underwriter’s over-allotment option) may elect to separate the Class A ordinary shares ($0.0001 par value) and rights commencing July 2, 2026. Each unit comprises one share and one-seventh of one right; each whole right converts to one Class A ordinary share upon an initial business combination, with no fractional rights issued. Separated securities will trade on Nasdaq under symbols “GSRV” and “GSRVR”, while combined units remain “GSRVU”. Co-Chief Executive Officer Gus Garcia signed the filing, and President & CFO Anantha Ramamurti is designated as the corporate contact. Regarding tracked mechanics, the filing contains no updates to redemption pricing, trust account maintenance, extension voting procedures, or business combination negotiations. Why it matters: The announcement confirms a standard post-offering administrative unbinding that unlocks independent liquidity for shares and rights prior to a potential merger, but it does not alter the existing redemption calendar, trust valuations, or deadline schedule. Management did not advance deal progress, target identification, or sponsor conduct updates. In a prospectus-derived strategy statement, the registrant noted it intends to identify companies with “compelling public-market narratives, high visibility of growth prospects, and attractive cash flow dynamics,” though the filing provides no customer lists, revenue projections, market sizing data, partnership agreements, litigation exposure, or material personnel changes beyond the executives named. The Registration Statement became effective on May 13, 2026 (File No. 333-295415), and Kingswood Capital Partners, LLC is referenced solely as a syndicate prospectus distribution contact.

What changed: Form 10-Q (Quarterly Report) for the period ended March 31, 2026, filed by blank-check company GSR V Acquisition Corp. (GSRV). This is the first 10-Q since the SPAC's IPO. The report is primarily a pre-operational, pre-IPO filing that describes the company's formation and the subsequent IPO and Private Placement consummated on May 15, 2026. Key mechanical disclosures: (1) The IPO of 23,000,000 units at $10.00/unit generated $230,000,000 in trust (trust/share of $10.00). (2) Trust assets are invested in U.S. government treasuries. (3) The deadline to complete a Business Combination is 18 to 21 months from the IPO closing, currently set for November 2027–February 2028. The company reported a working capital deficit of $127,625 and a going concern uncertainty at March 31, 2026, but after the IPO it had a working capital surplus of $1,912,388. Why it matters: The filing establishes baseline trust value ($10.00 per share), confirms the completion window, and discloses that the lead underwriter (Polaris, via its parent Kingswood) is a related party, and will receive $9,200,000 in deferred underwriting fees from the trust only upon a business combination. This is a governance red flag: the same management team operates both the sponsor and the underwriter. The filing also reports material weaknesses in internal controls due to limited staffing. No deal target is announced; GSRV remains in its searching phase.

What changed: Schedule 13G joint filing agreement and beneficial ownership report appendix. This document is a Schedule 13G joint filing agreement attached to a beneficial ownership report. The undersigned entities—Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr.—executed the agreement on May 21, 2026 to file their Section 13(g) disclosures jointly under Rule 13d-1(k), with Mr. Fortmiller signing as Managing Member for each affiliate. The filing does not modify the redemption deadline, adjust trust share values, authorize extensions, update target acquisition progress, or impose new conduct requirements on the sponsor. Why it matters: Investors tracking cash redemptions, trust payouts, and business combination timelines receive no mechanical or strategic updates from this submission. It is a routine compliance exhibit confirming administrative coordination among the listed affiliates and their managing member. No assertions regarding customers, revenue streams, addressable markets, corporate strategy, intellectual property, commercial partnerships, pending litigation, or leadership changes are contained within the text.

What changed: Form 8-K reporting the consummation of the company's Initial Public Offering (IPO) and accompanying audited balance sheet. The document confirms the IPO closed on May 15, 2026. The company sold 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously, it completed a private placement of 671,000 Private Placement Units to GSR IV Sponsor LLC and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC at $10.00 per unit, generating approximately $6,710,000. A total of $230,000,000 was deposited into a segregated trust account with Odyssey Transfer and Trust Company acting as trustee. The balance sheet reflects $2,245,000 in operating cash, $9,532,612 in total liabilities (including $9,200,000 in deferred underwriting commissions owed to the related-party lead underwriter), and a shareholders' deficit of $(7,287,612). Each Unit consists of one Class A ordinary share and one-seventh of one Right. Why it matters: The filing locks in the initial trust funding and establishes the post-IPO capital structure ahead of the search period. The auditor's report attaches a going concern qualification, explicitly stating that the company's limited cash ($2,245,000) and expected pre-combination costs raise substantial doubt about its ability to continue as a going concern if a business combination is not completed within the completion window. There are no changes to the redemption deadline or trust mechanics from the prospectus, but the exact post-closing trust value remains $230,000,000 ($10.00 per share). Operating liquidity relies on the non-trust proceeds after paying transaction costs, underscoring reliance on working capital loans or administrative services extensions.

What changed: Schedule 13G — beneficial ownership report. The excerpt lists five affiliated reporting parties—Context Capital Management, LLC; Michael S. Rosen; William D. Fertig; Charles E. Carnegie; and Context Partners Master Fund, L.P. No share quantities, percentages, transaction dates, or dollar amounts are provided, so there are no updates to redemption calendars, trust account valuations, extension mechanisms, business combination progress, or sponsor governance. No substantive assertions regarding customer relationships, revenue streams, market sizing, corporate strategy, technology development, partnership formations, litigation exposure, or personnel changes are contained in the text. Why it matters: Schedule 13G disclosures track aggregate beneficial ownership positions crossing the regulatory threshold. In a SPAC operating under a SEARCHING designation, consolidated block reporting by a management entity alongside its named principals and master fund affiliates indicates coordinated equity accumulation or sponsorship alignment. Although the truncated record omits the ownership percentage and investment purpose fields required to evaluate voting leverage or conditional capital commitments, tracking these affiliate stakes helps investors assess downstream tender behavior dynamics and management skin-in-the-game concentration prior to any definitive acquisition announcement.

What changed: Form 8-K reporting the closing of the initial public offering (IPO) of GSR V Acquisition Corp., including the underwriting agreement, trust account funding, private placements, director appointments, and charter amendments. The company consummated its IPO of 23,000,000 units at $10.00 per unit for gross proceeds of $230,000,000, fully exercising the over-allotment option. The trust account was funded with $230,000,000 ($224.6 million from IPO net proceeds and $5.4 million from private placement). The sponsor and underwriter purchased 671,000 private placement units at $10.00 per unit for $6,710,000. New directors (Jonathan Cole, Jody Sitkoski, Susie Kuan) were appointed, and the board was divided into three classes. The amended and restated memorandum and articles of association were filed. The IPO deadline for a business combination is 18 months (up to 21 months at sponsor discretion) from May 15, 2026, i.e., November 15, 2027 (or up to February 15, 2028). Trust per share is $10.00. Deferred underwriting discount of $9,200,000 (4% of $230M) is held in trust. Working capital of approximately $2,100,000 is held outside trust. Why it matters: Investors must track the trust value per share ($10.00), the deadline for a business combination (November 15, 2027, with possible extension to February 15, 2028), and the sponsor's commitment to vote for and not redeem shares. The filing outlines lock-up periods for founder shares (6,750,000 shares) and private placement units (671,000 units), affecting potential dilution and trading. The right of first refusal granted to Polaris for future financing is relevant to deal structure. The trust account is held at Odyssey Transfer and Trust Company, and the company has working capital of ~$2.1M. The sponsor's 6,750,000 founder shares and the 671,000 private placement units are key to understanding insider ownership and potential dilution.

What changed: SEC Form 3 insider ownership report. According to the filing, Director Kuan Man Wa reported zero non-derivative transactions or holdings. The submission does not modify the SPAC’s $10.05 trust per share, its 2027-11-14 redemption deadline, its SEARCHING status, or any previously disclosed extension mechanics. No changes to shareholder redemption thresholds, trust accounting, or sponsor conduct events are documented. Why it matters: The SEC form serves as a routine compliance exhibit establishing a Section 16(a) ownership baseline. Because the director’s disclosure reflects no equity movement, it provides no signals of insider accumulation, liquidation, or derivative exercises that would otherwise shift voting weight, influence redemption pressure modeling, or indicate sponsor conviction during the active search window. Beyond confirming Kuan Man Wa’s directorship and the filing date of 2026-05-18 (accession number 0001213900-26-058594), the document contains no statements or projections regarding target screening, partnership development, customer contracts, revenue guidance, technology infrastructure, litigation exposure, or executive compensation arrangements.

What changed: SEC Form 4 — insider ownership report filed for GSR V Acquisition Corp. GSR V Sponsor LLC and three named reporting persons (director and Co-CEO Garcia Gus; director and Co-CEO Silberman Lewis; director and President & CFO Ramamurti Anantha, each identified as a 10% owner) submitted a filing stating they had 'No non-derivative transactions or holdings reported.' There are no recorded changes to insider share positions, derivative exercises, or cash transactions. Why it matters: Because the sponsor and named executives reported zero transactions or position adjustments, the document offers no new signals regarding sponsor conduct, equity alignment, or liquidity preferences relative to the stated 2027-11-14 redemption deadline or the documented $10.05 trust/share value. It does not indicate an extension vote, advance in acquisition targeting, or shift in redemption dynamics. The filing contains no substantive forward-looking or operational claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the routine listing of reporting individuals and their corporate titles.