TBCV SEC filings, in plain English
Everything Thunder Bridge Capital Partners V, Ltd. has filed with the SEC that we hold — 17 filings, newest first, 15 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 Current Report on Form 8-K and accompanying audited balance sheet announcing the consummation of an initial public offering and simultaneous private placement by a Cayman Islands blank check company. According to the registrant’s 8-K disclosure, Thunder Bridge Capital Partners V, Ltd. consummated its IPO on August 14, 2026, selling 30,015,000 units at $10.00 per unit for $300,150,000 in gross proceeds, with the underwriters fully exercising an over-allotment option for 3,915,000 additional units. The company simultaneously placed 747,000 private placement units to the Sponsor and Cantor Fitzgerald & Co. at $10.00 per unit, generating approximately $7,470,000. A total of $300,150,000 was deposited into a segregated U.S. trust account with Continental Stock Transfer & Trust Company acting as trustee. The filing establishes a 24-month Combination Period starting August 14, 2026, to complete an initial business combination. If the deadline passes, the registrant states it will redeem all public shares within 10 business days at a per-share price equal to the trust deposit divided by outstanding public shares, net of up to $100,000 of interest for dissolution expenses and permitted withdrawals/taxes. The Sponsor and officers/directors have contractually agreed to waive redemption rights for Founder Shares and Private Placement Shares, and to vote those shares in favor of a business combination. Beginning August 12, 2026, the company pays $30,000 per month to the Sponsor for administrative services and $30,000 per month to an affiliate of Chief Executive Officer Gary A. Simanson for advisory services. No target has been selected or discussed substantively. Working capital loans up to $1,500,000 may be extended by the Sponsor or affiliates, convertible into units at $10.00 per unit. Transaction costs totaled $18,663,553, including $5,220,000 in cash underwriting fees and $12,789,000 in deferred underwriting fees payable only upon business combination consummation. Why it matters: This filing locks the public trust value at $300,150,000 across 30,015,000 shares, mechanically anchoring the per-share redemption calculation referenced in the offering documents, while the 24-month timeline creates a hard expiration window that dictates when mandatory redemptions and associated warrant expirations trigger. The sponsor’s contractual waiver of redemption rights for founder and private shares removes a major dilution vector during the combination vote, but the concurrent $30,000 monthly administrative and $30,000 monthly advisory obligations begin immediately and must be funded outside the trust until business combination proceeds are released, meaning failure to secure external working capital or utilize permit interest withdrawals ($500,000 annually) could force accelerated winding down. The full over-allotment exercise expands the public share count but simultaneously raises the absolute dollar threshold required to meet the company’s stated 80% fair market value acquisition test. Until a target is announced, the trust balance, monthly expense run-rate, and deferred underwriting liability of $12,789,000 represent the primary mechanics governing secondary market pricing, voting calculus, and holder redemption decisions.
What changed: Routine compliance exhibit: a Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report. The filing formally establishes a joint disclosure arrangement between MMCAP International Inc. SPC and MM Asset Management Inc. for their Schedule 13G submissions and all future amendments. It contains zero provisions altering redemption windows, trust distribution formulas, extension voting procedures, target acquisition deadlines, or sponsor oversight protocols. Why it matters: This document does not modify redemption calendars, trust account valuations, extension mechanics, deal progress, or sponsor conduct rules. It exclusively coordinates SEC reporting obligations between two entities, with Ulla Vestergaard (Director) signing for MMCAP International Inc. SPC and Hillel Meltz (President) signing for MM Asset Management Inc. on August 17, 2026. Because the exhibit discloses no ownership percentages, market positions, or transaction intent, it provides no actionable signal for tracking investor redemptions, capital preservation, or merger timeline extensions. Its substance is limited to confirming that each named party accepts independent responsibility for the accuracy of its own disclosed information while waiving secondary liability for the other’s data, meaning investors monitoring threshold breaches or blockholder coordination should consult the primary Schedule 13G filing rather than this procedural attachment.
What changed: IPO closing report on Form 8-K with all customary ancillary transaction agreements attached as exhibits (underwriting agreement, charter, warrant agreement, trust agreement, sponsor letter, lock-up agreements, registration rights, private placements, service agreements, indemnity agreements, and press releases). Thunder Bridge Capital Partners V completed its IPO of 30,015,000 units at $10.00/unit, raising $300,150,000 in gross proceeds (including full exercise of the 3,915,000-unit over-allotment). Simultaneously, Sponsor TBCP V LLC purchased 447,000 private placement units and underwriter Cantor purchased 300,000 private placement units, each at $10.00/unit, generating an additional $7,470,000. Total $300,150,000 was deposited into the trust account. The trust per-share value is $10.00. The deadline to complete a business combination is 24 months from closing (August 14, 2028). The company's board was appointed and the amended charter was filed. The charter includes a 15% shareholder cap on redemption rights, a requirement that a target have at least 80% of trust value, and a special 90% vote to amend director removal provisions pre-business combination. The letters prohibit sponsor redemption and require sponsor to vote in favor of a deal. Why it matters: This filing establishes all redemption mechanics, deadlines, and restrictions for Thunder Bridge Capital Partners V’s shell stage. For an investor, the critical trust value is $10.00 per share, the deadline is August 14, 2028, and the charter’s 15% cap on redemptions by any group is a potential liquidity constraint. Sponsor and insiders have waived redemption and agreed to vote for any deal. The $300.15 million trust is the largest possible; there are no additional extension provisions documented in this filing beyond the standard 24 months.
What changed: Routine compliance exhibit: Joint Filing Agreement (Exhibit 99.1) to a Schedule 13D beneficial ownership report. First, this document is an administrative joint filing agreement dated August 14, 2026, executed by TBCP V, LLC and Gary A. Simanson to jointly report beneficial ownership of Class A ordinary shares, $0.0001 par value, of Thunder Bridge Capital Partners V, Ltd. Second, it reports no adjustments to redemption deadlines, trust account mechanics, extension provisions, or business combination timelines. Third, it discloses no share quantities, acquisition dates, purchase prices, or ownership percentages. Fourth, it notes no modifications to sponsor conduct beyond standard joint reporting liability allocations. Why it matters: For investors tracking sponsor conduct and regulatory compliance, this agreement clarifies the contractual framework under which the sponsor entity and its managing member allocate responsibility for filing timeliness and accuracy. As TBCP V, LLC and Gary A. Simanson represent in the text, each party independently assumes responsibility for the completeness and accuracy of its own disclosures and acknowledges shared responsibility for the other parties’ information to the extent known. The filing does not change the SPAC’s SEARCHING status, alter the $0.0001 par value per share, or provide data on the trust balance, customer claims, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All assertions regarding filing eligibility and mutual representation are attributed exclusively to the signatories as stated in the August 14, 2026 execution.
What changed: FORM 4 — insider ownership report [0001339459-26-000007]. On 2026-08-12, director and Chief Executive Officer Gary A. Simanson, through reporting entity TBCP V, LLC, executed an open-market purchase acquiring exactly 447,000 shares of TBCV common stock. Following the transaction, the combined reported holding totals 447,000 shares, classified as a 10% ownership position. This update modifies only the beneficial ownership ledger; it does not adjust redemption deadlines, extend the business combination timeline, convert founder shares, or distribute trust cash. Why it matters: Tracking sponsor conduct and deal progress reveals that this FORM 4 documents routine pre-deal capital accumulation without introducing structural changes to the SPAC vehicle. The filing contains no merger agreements, tender offer windows, extension voting notices, or target-specific disclosures. There are no attributable claims from management, directors, or advisors regarding customer contracts, revenue streams, market sizing, technological roadmaps, strategic partnerships, active litigation, or executive appointments. Every numerical detail—including 0001339459-26-000007, 2026-08-14 (filing date), 2026-08-12 (transaction date), 447,000 (shares acquired), 447,000 (shares held after), and 10% (reported stake)—originates exclusively from the regulatory submission itself. While sponsor purchases can signal valuation confidence, this routine compliance exhibit alters neither redemption mechanics nor trust value preservation protocols, leaving the SEARCHING phase timeline and shareholder rights unchanged.
What changed: Priced IPO prospectus. Each unit is $10.00 and consists of one Class A ordinary share plus one-third of one redeemable public warrant; each whole warrant buys one Class A share at $11.50, becomes exercisable 30 days after the initial business combination and 12 months from closing, and expires five years after the combination. Public warrants are redeemable at $0.01 if the Class A shares close at or above $18.00 for any 20 trading days within a 30-trading-day period. Trust: $261.0 million, or $300.15 million with full over-allotment, at $10.00 per unit, at Continental Stock Transfer. Why it matters: This is the document that constitutes the vehicle; these terms bind until amended. The 24-month combination deadline runs from closing of the offering, and extending it requires a special resolution of at least two-thirds of the shares voted, so the clock is moved by shareholders rather than by a sponsor deposit. Deferred underwriting of up to $12,789,000 with full over-allotment sits inside the same trust that funds redemptions and is released to Cantor Fitzgerald & Co. only on completing a combination.
What changed: Form 3, an insider ownership report. Per the filing, director Allerd D. Stikker disclosed no non-derivative transactions or current holdings. No modifications occurred to the issuer’s capitalization table, voting rights, or trust mechanics. Redemption schedules, extension provisions, and combination milestones are untouched. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document provides no operative updates. The filing asserts zero changes to insider positions and includes no data on customer concentrations, revenue projections, market sizing, technology deployments, partnership agreements, litigation exposure, or executive succession. It functions purely as a periodic regulatory acknowledgment, leaving all prior commercial and structural assumptions intact.
What changed: routine compliance exhibit — Form 3 initial statement of beneficial ownership / insider ownership report. As a Form 3 filing, this document registers initial beneficial ownership under Section 16(a) of the Securities Exchange Act. The reporting person, Paul Stephen Wasinger in his capacity as Chief Financial Officer, explicitly states that the filing contains 'No non-derivative transactions or holdings reported.' Mechanically, this produces zero updates to the SPAC's tracking parameters: no sponsor or executive equity positions are disclosed or adjusted, meaning there is no informal signal regarding deal proximity, working-capital deployment, or sponsor alignment shifts. The filing does not mention redemption price floors, trust account distributions, extension board resolutions, or target negotiation milestones, leaving all structural mechanics intact. Why it matters: For investors tracking redemption deadlines, trust value erosion, extension maneuvers, acquisition velocity, and sponsor conduct, this submission functions as a procedural baseline rather than a strategic inflection point. It preserves the SEARCHING designation, maintains the unadjusted public shareholder approval window, and offers no data to recalibrate redemptions or valuation expectations. The document contains zero assertions regarding customer pipelines, recurring revenue, TAM sizing, platform technology, vendor partnerships, active litigation, or operational headcount changes. Because the CFO's equity position remains unreported, monitoring dashboards should treat this as a neutral administrative filing that neither accelerates nor postpones expected regulatory or transactional catalysts, while simultaneously highlighting that key financial leadership ownership disclosure under Section 16(a) remains outstanding.
What changed: Routine compliance exhibit (SEC Form 3 Statement of Beneficial Ownership). The filing reports zero non-derivative transactions or holdings for Director Stewart J. Paperin. There are no updates to redemption deadlines, trust account mechanics, extension provisions, target acquisition progress, or sponsor conduct parameters. Why it matters: This is a standard administrative disclosure confirming no insider equity movements for the named director. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the director’s filing action itself. For investors tracking the SPAC’s search phase or shareholder redemption window, this submission introduces no new variables or signals.
What changed: A Form 8-A filed pursuant to Section 12(b) of the Securities Exchange Act of 1934 to register units, Class A ordinary shares, and redeemable warrants of Thunder Bridge Capital Partners V, Ltd. for listing on The Nasdaq Stock Market LLC. The filing reports no adjustments to redemption deadlines, trust account mechanics, extension periods, merger target progress, or sponsor governance structures. Instead, it formally registers three security classes: units comprising one Class A ordinary share with a $0.0001 par value and one-third of one redeemable warrant; separate Class A ordinary shares; and whole warrants exercisable for one share at a fixed exercise price of $11.50 per share. These registrations reference the Company’s Registration Statement on Form S-1 (File No. 333-296759), originally filed June 12, 2026, and the filing itself notes that no additional exhibits are required because only these 12(b) securities are being registered on Nasdaq. Why it matters: This registration finalizes the exchange qualification of TBCV’s public capital structure, converting prospectus distribution rights into formal Section 12(b) listing status. The explicit $11.50 warrant exercise price and unit decomposition terms dictate future secondary market hedging and conversion math for shareholders. Chief Executive Officer Gary A. Simanson attested to the registration’s authorization on August 12, 2026. While the filing contains no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel changes beyond the signing executive, it materially anchors the tradable instrument framework that will govern shareholder voting thresholds, trust payout triggers upon a successful business combination, and warrant dilution pathways once the SPAC concludes its searching phase.
What changed: Form 3 — Insider Ownership Report [0002124343-26-000001], a routine SEC compliance exhibit detailing director equity positions for Thunder Bridge Capital Partners V, Ltd. The filing explicitly states 'No non-derivative transactions or holdings reported.' Director David Brock recorded zero equity purchases, sales, or transfers during the reporting window. There are no mechanical updates to track regarding redemption deadlines, trust distribution calculations, extension proposal schedules, merger negotiation milestones, or sponsor conduct. Why it matters: This submission contains no operational, financial, or strategic claims requiring attribution. It discloses zero metrics related to customer concentration, revenue projections, market size, technology development, partnership agreements, personnel changes, or litigation. For a SPAC operating in the SEARCHING phase, the absence of reported insider transactions neither indicates capital deployment conviction nor signals exit preparation; it simply reflects standard periodic reporting with no bearing on investor redemption behavior or deal acceleration timelines.
What changed: SEC Form 3 — Insider Ownership Report. This filing is an SEC Form 3, which serves as the initial registration of beneficial ownership by corporate insiders. It lists Gary A Simanson (attributed in the filing as director, Chief Executive Officer, and 10% owner) and TBCP V, LLC (attributed as a 10% owner). The report explicitly states that no non-derivative transactions or holdings are being reported. Accordingly, there are no changes to redemption deadlines, trust value per share, extension schedules, business combination progress, or sponsor conduct metrics; the SPAC’s mechanical timeline and shareholder exit parameters remain unaffected. Why it matters: Because the submission discloses zero transaction volume or position adjustments, it carries no direct implication for redemption windows, trust accounting, deal pacing, or sponsor behavior. On the substantive side, the document’s only operative content is personnel and stake registration: the filing attributes Simanson’s director and CEO titles alongside a 10% ownership designation, and registers TBCP V, LLC at an identical 10% threshold. No assertions concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or other operational fundamentals are present. As a purely procedural inventory of baseline insider positions, the filing offers no actionable signals or material developments for investors tracking the SPAC’s lifecycle.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership. Director Mary Anne Gillespie’s filing asserts that she has no non-derivative transactions or holdings to report. Concerning redemption deadlines, trust account values, extension proposals, target acquisition progress, and sponsor conduct, the document cites zero activity or changes. The sole update reflects an administrative trigger for insider reporting compliance rather than a strategic or capital event. Why it matters: Market participants tracking SPAC execution timelines, shareholder liquidity parameters, or management alignment receive no actionable signals from this entry. The filing attributes unreported equity positions to a director, confirming that foundational ownership structures remain static and that no new commitments have been entered to influence the path toward a business combination or trust dissolution.
What changed: Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) for Thunder Bridge Capital Partners V, Ltd., a blank-check SPAC conducting an IPO, filed August 5, 2026. This is a pre-effective amendment to the S-1 filed to register an IPO of 26,100,000 units at $10.00/unit. The filing updates disclosures including the trust per-share amount ($10.00), the deadline to complete a business combination (24 months from closing of the offering), sponsor compensation ($30,000/mo administrative + $30,000/mo advisory), and details of the private placement by TBCP V, LLC and Cantor. It also includes recent financials (unaudited March 31, 2026) and updated risk factors. Why it matters: The document provides detailed updated terms for a live SPAC IPO: $261 million trust, 24-month deadline, standard redemption rights, public warrant terms ($11.50 exercise, $18.00 redemption trigger), and full director/officer biographies. The financials show a working capital deficit of $22K and zero revenue, with a going concern note dependent on the IPO success. The filing appears routine for pre-effective S-1 amendments; no material changes to the core mechanics were identified that would alter redemption calculus.
What changed: An S-1 registration statement filed by Thunder Bridge Capital Partners V, Ltd. (TBCV), a blank-check company, for its initial public offering of 26,100,000 units (up to 30,015,000 units if the over-allotment option is exercised in full) at $10.00 per unit, with a trust amount of $261.0 million ($10.00 per unit). This is the initial filing of the S-1, so no prior terms exist to compare. The filing sets forth all the standard mechanics for a SPAC IPO: a $10.00 trust per share, a 24-month deadline to complete a business combination, a $750,000 annual limit on interest withdrawals for working capital, a 'no specified maximum redemption threshold' (which means the SPAC can close a deal even with very high redemptions as long as cash conditions are met), and redemption rights for public shareholders in connection with the business combination. The sponsor, TBCP V, LLC, purchased 7,503,750 founder shares for $25,000 (approximately $0.003 per share). Why it matters: This filing is significant because it details a substantial new SPAC offering ($261 million trust) led by Gary Simanson, who has a mixed track record from previous Thunder Bridge SPACs. Notably, the prior Thunder Bridge Capital Partners IV deal with Coincheck (CNCK) experienced an 87.7% public share redemption rate. This high redemption history and the sponsor's low-cost basis ($0.003 per share) create a strong potential misalignment of interests between the sponsor and public shareholders. The filing also clearly states there is no specified maximum redemption threshold, which could allow the SPAC to complete a business combination even if an overwhelming majority of public shareholders choose to redeem.
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.