GSRV SEC filings, in plain English
Everything GSR V Acquisition has filed with the SEC that we hold — 28 filings, newest first, 26 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A joint filing agreement (Exhibit A) attached to a Schedule 13G/A beneficial ownership report. The filing creates a procedural joint disclosure arrangement between Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. under Rule 13d-1(k). It introduces zero changes to redemption deadlines, trust value, extension provisions, business combination progress, or sponsor conduct. It contains no statements, projections, or disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: This document does not move the SPAC's search timeline, alter the redemption calendar, modify trust distribution mechanics, or signal target due diligence or negotiations. Its only operational relevance is regulatory: both signatory parties will now share identical future Schedule 13G/D filing obligations, meaning any subsequent ownership accumulation, disposition, or change-of-intent disclosures will be submitted jointly rather than separately. For investors monitoring deal clocks or sponsor behavior, the filing carries no mechanical or strategic weight beyond routine disclosure alignment.
What changed: 10-Q (quarterly report) for the period ended June 30, 2026. First quarterly report since IPO. The IPO closed on May 15, 2026, raising $230 million in trust, plus $6.71 million from a private placement. Total transaction costs of $13.9 million. As of June 30, the trust holds $231 million ($10.05/share). The company has a working capital surplus of $1.7 million. No business combination has been announced. Material weaknesses in internal controls were reported. A going concern qualification was noted related to the mandatory liquidation date. Founder shares were split and transferred to directors. Why it matters: This is a brand-new SPAC in the searching phase. Key deadlines: 18-21 months from May 15, 2026 (expiration: Nov 2027 - Feb 2028). The trust value is slightly above par due to earned interest. The sponsor (GSR V Sponsor LLC) and the lead underwriter (Polaris / Kingswood) are related parties, with $9.2 million in deferred underwriting fees payable upon a deal. The CEO is Gus Garcia. The company disclosed material weaknesses in internal controls, which is significant. No target has been identified.
trust account, redeemable shares, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$231.0M
- Redeemable shares
- not previously extracted23.0M
- Going-concern doubt
- stated · unchanged
The clause “96 4,018 Non-Current Assets: Deferred offering costs - 530 Cash and investments held in Trust Account 231,039,036 - Total Assets $ 232,804,332 $ 4,548 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders'”…
The clause …“and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 23,000,000 shares subject to possible redemption at approximately $ 10.05 per share as of June 30, 2026 ( none as of December 31, 2025) 231,039,036 -”…
The clause “14-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," we have determined that mandatory liquidation, should we not complete a Business Combination and an extension of our deadline to do so not be”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G beneficial ownership report. Polar Asset Management Partners Inc. filed this Schedule 13G (accession 0001326389-26-000064, dated 2026-08-14) to disclose institutional holdings; the filing text reports no adjustments to redemption deadlines, trust value, extension terms, acquisition progress, or sponsor conduct. Why it matters: This routine compliance exhibit contains no material claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As solely an equity ownership disclosure, it does not modify GSR V Acquisition’s ongoing business combination search, its investor redemption rights, or its trust account mechanics.
What changed: Schedule 13G beneficial ownership report containing a routine compliance exhibit: a Joint Filing Agreement Pursuant to Rule 13d-1(k). The filing acknowledges that LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited, Ben Levine, and Stefan Renold are jointly filing the statement on Schedule 13G. The agreement stipulates that all future amendments will be filed on behalf of each undersigned party without requiring additional agreements, assigns individual responsibility for timely filing and accuracy of each party’s own information, and is dated 08/14/2026. No share quantities, percentage thresholds, voting power, disposition arrangements, or investment intent updates are contained in the submitted text. Why it matters: For a SPAC in the SEARCHING phase, confirming active 13G reporting by institutional vehicles signals ongoing regulatory compliance and sustained market participation, but the submitted exhibit contains zero statements regarding redemption windows, trust account mechanics, extension procedures, target pursuit timelines, or sponsor conduct. It also contains no claims about customers, revenue, market size, corporate strategy, proprietary technology, commercial partnerships, pending litigation, or executive appointments. Without the accompanying Schedule 13G data pages listing share counts, percentages, or investment purposes, this filing cannot advance tracking of investor behavior ahead of the 2027-11-14 deadline, nor does it provide data to model redemption leverage or extension vote alignment. The only operative figures present are the SEC file number 0001578621-26-000136, the regulation cited 13d-1(k), the form designation 13G, and the signature date 08/14/2026.
What changed: A Joint Filing Agreement for Schedule 13G, which functions as a routine compliance exhibit disclosing collective beneficial ownership of GSR V Acquisition Corp. shares. As filed by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman on August 13, 2026, the document establishes a shared reporting obligation for shares held as of June 30, 2026 under Rule 13d-1(k). Regarding redemption mechanics, the filing states nothing about the SPAC’s SEARCHING status, the per-share trust balance, the fixed redemption deadline, or any extension or liquidation provisions. No sponsor conduct, acquisition target, or business combination progress is disclosed or altered by this submission. Why it matters: Because the filing merely aggregates existing positions among related Magnetar vehicles, it carries no weight on the redemption calendar, trust distribution schedule, or deal timeline. As asserted by the filers through this standard periodic submission, passive ownership disclosures do not trigger voting thresholds, accelerate searches, or modify trust accounting. Investors tracking catalysts should monitor for subsequent filings that would announce target identification, propose a business combination, or submit proxy materials governing the stated sunset date.
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.
What changed: Final prospectus (424B4) for GSR V Acquisition Corp.'s initial public offering of 20,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-seventh of one right to receive one Class A ordinary share upon a business combination. This filing establishes the SPAC's IPO terms: trust deposit of $200 million ($10.00 per share), deadline of 18 months from closing (up to 21 months at sponsor's discretion) to complete a business combination, and redemption rights for public shareholders. It details sponsor's purchase of 618,500 private placement units at $10.00 each, founder shares acquired for $0.004 per share causing substantial dilution (up to 95.6% in maximum redemption scenario), and a conflict of interest because the underwriter Polaris Advisory Partners LLC is affiliated with management, requiring a qualified independent underwriter (The Benchmark Company, LLC). The prospectus also discloses that prior SPACs sponsored by the same management team experienced high shareholder redemptions on extension votes (62.9% to 77.4%) and lower redemptions on business combination votes (11.7% to 37.1%). Why it matters: Investors now have the definitive IPO terms, including the initial trust value of $10.00 per share, the 18-21 month deadline, and the redemption mechanics. The extreme dilution from founder shares and the conflict of interest with the underwriter are material risks. The management's track record of high redemptions in prior SPAC extensions indicates potential difficulty in completing a deal without further dilution or extension. The prospectus also confirms no target has been selected and no substantive discussions have occurred.
What changed: SEC Form 3 — Statement of Changes in Beneficial Ownership, designated in the submission as an insider ownership report. The filing states that reporting person Orime Yuya (Chief BDO) has 'No non-derivative transactions or holdings reported.' Consequently, no alterations occurred to insider equity allocations, sponsor trading behavior, or any structural variables governing the redemption period, per-share trust accounting ($10.05), merger extension pathway, or the fixed termination date of 2027-11-14. Why it matters: Investors tracking liquidity events and leadership positioning should note this zero-activity disclosure confirms the Chief BDO neither purchased nor sold GSRV securities during the reporting window, leaving shareholder redemption economics and capital table dynamics unmodified. While the submission fulfills standard Section 16 oversight requirements, it delivers no operational update, directional guidance, or catalyst regarding target identification, deal synchronization, or public market sentiment. The filer advanced no assertions regarding consumer bases, earnings trajectories, industry sizing, corporate roadmap, technical assets, strategic alliances, judicial proceedings, or executive roster adjustments.
What changed: Form 3 — an insider ownership report filed by GSR V Acquisition Corp. director Jonathan Richard Cole. Per Director Jonathan Richard Cole’s Form 3 filing, the reporting party disclosed no non-derivative transactions or holdings. There is therefore no update to the SPAC’s ongoing search status, the stated per-share trust value of $10.05, the stated deadline of 2027-11-14, any target acquisition progress, or sponsor/insider conduct tracked against redemption mechanics. Why it matters: As explicitly stated in the filing itself, the director’s submission records zero reported share movements. For investors monitoring capital commitment and alignment ahead of a combination vote, this establishes a verified static baseline rather than signaling conviction or risk aversion through open-market trades. Beyond the identification of the reporting director and the confirmed absence of disclosed equity activity, the filing makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: A Form 8-A for the registration of certain classes of securities pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, filed by Cayman Islands entity GSR V Acquisition Corp. to list units, Class A ordinary shares, and rights on The Nasdaq Stock Market LLC. The registrant formally registers three security classes for Nasdaq quotation: units comprising one Class A ordinary share and one-seventh of one whole right, Class A ordinary shares carrying a par value of $0.0001 per share, and rights entitling holders to receive one Class A ordinary share for each whole right. The filing incorporates by reference the security descriptions from Registration Statement File No. 333-295415, originally filed April 29, 2026. The registrant’s submission makes no amendments to trust account mechanics, shareholder redemption protocols, or previously disclosed business combination deadlines. Co-Chief Executive Officer Gus Garcia executed the authorization on May 13, 2026, designating the principal executive office at 5900 Balcones Drive, Suite 100, Austin, TX 78731 to maintain the listing records. Why it matters: By completing Section 12(b)/(g) registration, the SPAC satisfies the final administrative prerequisite for Nasdaq trading, establishing the exact post-offering capital structure that will govern public market liquidity and secondary transactions. The explicit one-seventh fractional right allocation per unit dictates future distribution mechanics and redemption economics for shareholders, while the unamended security framework confirms that sponsor fiduciary timelines and trust preservation protocols remain static relative to earlier prospectus filings. Beyond the standardized corporate identifiers, address details, and execution date, the document contains zero operational metrics, customer disclosures, revenue projections, market size assessments, strategic partnerships, technology claims, or litigation updates; all structural definitions and authorization assertions originate solely from the incorporated S-1 registration statement and the undersigned executive’s certification.
What changed: A Securities and Exchange Commission Form 3 initial statement of beneficial ownership, formally documenting a director’s current holdings and transactional activity in the issuer's equity securities. Director Jody J. Sitkoski reported no non-derivative transactions and disclosed no currently held shares or options in GSR V Acquisition Corp. as of the May 13, 2026 filing date. The submission registers no adjustments to the November 14, 2027 redemption deadline, no modifications to the $10.05 per share trust account, and contains no filings, statements, or amendments addressing business combination extensions, target acquisition progress, or sponsor conduct shifts. Why it matters: For investors tracking a searching SPAC, an uneventful Form 3 confirms that a named board member has not altered personal economic exposure during active deal sourcing. This neutral reporting indicates no immediate conviction-driven positioning, timeline acceleration signals, or governance realignment, leaving the $10.05 trust floor, the November 2027 redemption clock, and the sponsor's operational posture unchanged. While the filing provides no forward-looking metrics on revenue, market size, customer traction, or technology strategy, it maintains baseline regulatory transparency and confirms standard insider compliance protocols remain intact without introducing new variables to the redemption calculus.
What changed: Initial Statement of Beneficial Ownership of Securities (SEC Form 3), designated by the filer as an insider ownership report. The filing identifies four reporting persons—GSR V Sponsor LLC, Director and Co-Chief Executive Officer Gus Garcia, Director and Co-Chief Executive Officer Lewis Silberman, and Director, President and Chief Financial Officer Anantha Ramamurti—and explicitly states 'No non-derivative transactions or holdings reported.' As a result, insider share counts are unchanged, the sponsor’s equity position remains static, and no new transactions occurred that would interface with the redemption calendar, the stated $10.05 per share trust amount, or the 2027-11-14 deadline. Why it matters: For investors tracking GSRV’s SEARCHING phase, this document confirms that core management and the sponsor have neither purchased nor sold beneficial ownership interests as of the May 13, 2026 report date. Because zero transactions were recorded, there is no additional insider selling pressure on public float, no modification in sponsor skin-in-the-game that would influence merger valuation or negotiation leverage, and no mechanical effect on redemption dynamics or extension voting before the 2027-11-14 cutoff. The text includes no assertions about customer acquisitions, revenue streams, market sizing, product development, partnership agreements, executive hires beyond the four named insiders, or legal proceedings; it serves exclusively as a routine compliance attestation of unchanged insider holdings.
What changed: Registration statement on Form S-1/A (Amendment No. 1) for a proposed initial public offering by GSR V Acquisition Corp., a blank-check SPAC. This is a routine but detailed compliance filing to register the SPAC's IPO securities; it includes a preliminary prospectus. This is the first amendment to the initial S-1. Key changes from the original filing include: (1) Composition of rights changed from one-tenth (1/10th) to one-seventh (1/7th) of one whole right to receive one Class A share; (2) Total private placement units increased from 595,500 to 618,500 (and from 655,500 to 671,000 if the over-allotment option is exercised); (3) Cash underwriting fees decreased from $0.20 to $0.175 per unit; (4) A 1.03-for-one stock split was authorized on April 27, 2026, resulting in the Sponsor holding 6,750,000 Class B shares; (5) The trust/share value remains $10.05; (6) The deadline to complete a business combination remains 18 months (or up to 21 months at the Sponsor's discretion) from the closing of this offering, with a proposed deadline of 2027-11-14 based on a projected IPO close in early 2026. Why it matters: 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.
What changed: SEC correspondence (CORRESP) requesting acceleration of the effective date of a Form S-1 Registration Statement. Authored by Co-Chief Executive Officer Lewis Silberman on behalf of GSR V Acquisition Corp., the letter requests that the SEC declare File No. 333-295415 effective at 4:00 p.m. Eastern Time on May 13, 2026. No provisions altering the redemption window, trust allocation per share, or business combination extension deadline are introduced. Deal progress advances from a SEARCHING posture by triggering the final regulatory clearance step ahead of any public offering or de-SPAC routing. Sponsor conduct reflects management instructing external counsel Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 to provide an oral confirmation upon effectiveness. Why it matters: Securing an S-1 effective date activates the statutory framework that governs underwriter appointment, retail/institutional book-building, and the mechanical transition of cash into the public float, which directly dictates when redemption notices become viable and how trust yield accrues against dilution. Because the correspondence contains zero commentary on acquisition targets, projected revenue, market sizing, strategic partnerships, litigation exposure, or personnel shifts beyond the signatories, the substantive landscape for holders remains unchanged. All procedural timelines and contact directives derive exclusively from the filing executive and retained law firm.
What changed: A regulatory correspondence letter to the SEC Division of Corporation Finance requesting acceleration of the Form S-1 registration statement’s effective date to May 13, 2026, at 4:00 p.m. Eastern Time under Rule 461. No adjustments were made to the redemption calendar, trust account mechanics, extension voting schedule, business combination targets, or sponsor conduct. Instead, the submission advances the offering timeline by formally requesting SEC acceleration. The filer confirms it will take reasonable steps to distribute the prospectus to underwriters, dealers, and institutions prior to the requested effective time, and reports that participating underwriters will comply with Rule 15c2-8 delivery requirements. Signing authority was exercised by Gus Garcia, Partner at Polaris Advisory Partners LLC. Why it matters: For investors tracking GSR V Acquisition Corp., this correspondence signals imminent pricing and listing rather than a de-SPAC milestone or capital structure shift. Because the letter contains no disclosures regarding cash balances, redemption thresholds, merger negotiations, or sponsor commitments, it does not alter economic expectations or deadline risk. Its significance is purely executional: an approved acceleration simply fast-tracks when public shares begin trading, after which the standard post-IPO window for potential business combinations or renewal votes would commence.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC) seeking to raise $200 million; no business combination target has been selected. This is the initial S-1 filing; no prior registration statement exists. The SPAC proposes to offer 20,000,000 units at $10.00 per unit (or 23,000,000 if overallotment exercised), each unit consisting of one Class A ordinary share and one-seventh of one right. Trust proceeds will be $200 million ($10.00 per unit). The sponsor committed to purchase 618,500 private placement units at $10.00 per unit. The deadline to complete a business combination is 18 months (or up to 21 months at sponsor discretion) from closing. The trust per-share value is $10.00, not $10.05 as in the user-supplied status; the user-supplied deadline of 2027-11-14 is not directly stated in the filing. Why it matters: 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.
What changed: SEC Division of Corporation Finance staff letter advising that the Commission will not review the draft Registration Statement on Form S-1. The SEC staff confirmed it does not intend to review the draft submission originally circulated on March 30, 2026. This non-review determination eliminates the standard SEC comment period, permitting the company to publicly file the registration statement and advance toward pricing, provided it complies with the directive to file at least 15 days prior to any roadshow defined in Rule 433(h)(4) or, lacking a roadshow, 15 days before the requested effective date, while observing Rules 460 and 461 regarding acceleration. No adjustments to the redemption calendar, trust account valuation, extension provisions, or sponsor conduct are reported. Why it matters: 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.
What changed: Draft registration statement on Form S-1 for an initial public offering — GSR V Acquisition Corp. is a blank-check company (SPAC) raising $200 million via 20 million units at $10.00 each, plus a concurrent private placement of units to its sponsor and underwriter. This is the first public filing of GSRV's IPO prospectus. The terms set out include: trust deposit of $10.00 per unit ($200 million total); 18-month deadline to complete a business combination, extendable to 21 months at the sponsor's discretion; founder shares (6.5 million Class B shares issued to sponsor for $25,000, ~$0.004/share); sponsor commits to purchase 595,500 private placement units at $10.00 each; underwriter Polaris Advisory Partners may purchase additional private placement units; redemption rights for public shareholders at $10.00 per share (pro rata trust value) upon completion of a business combination or amendment to charter; no maximum redemption threshold except net tangible assets must remain at least $5,000,001; 15% cap on redemptions by any single shareholder group if shareholder vote is used; listing on Nasdaq is sought. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.