Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Fortress Value Acquisition Corp. V, a Cayman Islands-based special purpose acquisition company (SPAC). The report covers events occurring between February 25, 2026, and February 27, 2026, with the filing dated March 2, 2026.
Key Financial Metrics
- IPO Proceeds: The Company sold 25,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $250,000,000.
- Private Placement Proceeds: The Company sold 200,000 Private Placement Shares to the Sponsor at $10.00 per share, generating approximately $2,000,000 in gross proceeds.
- Total Capital Raised: Approximately $252,000,000 (excluding underwriting discounts).
- Trust Account Funding: A total of $250,000,000 was deposited into a U.S.-based trust account. This amount includes $13,750,000 of the underwriter's deferred discount.
- Debt and Liquidity: The filing does not disclose specific debt obligations or current liquidity ratios outside of the trust account balance. Working capital access is limited to specific interest earnings and tax payments.
Material Changes
The primary material change is the transition from a private entity to a public company listed on The Nasdaq Stock Market LLC under the symbol FVAV. Key changes include:
- Capital Structure: Issuance of 25,000,000 public shares and 200,000 private placement shares.
- Corporate Governance: Appointment of Tripp Jones to the Board of Directors, serving as interim chair of both the Audit and Compensation Committees.
- Legal Framework: Filing of an Amended and Restated Memorandum and Articles of Association effective February 25, 2026.
Outlook, Risks, and Unusual Items
- Completion Window: The Company has a defined "Completion Window" of 24 months from the IPO closing to execute an initial business combination.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption vote, or liquidation. Exceptions allow for the release of up to $500,000 per year (plus rollovers) of interest earnings for working capital, with a reduced limit of $125,000 during the final three months of the 24-month period if a deal is in progress. Additional interest may be released to pay tax obligations.
- Agreements: The Company entered into standard SPAC agreements, including an Underwriting Agreement with Deutsche Bank Securities Inc., an Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, and an Administrative Services Agreement with FIG LLC.
- Risks: The filing notes the potential impact of the 1% U.S. federal excise tax implemented by the Inflation Reduction Act of 2022 on the Company.
Investor Verification Checklist
- Verify the exact terms of the deferred underwriting discount ($13,750,000) and the conditions for its payment.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption rights and liquidation triggers.
- Confirm the Sponsor's commitment to the Private Placement Shares and any associated registration rights (Exhibit 10.2).
- Monitor the Company's progress toward a business combination within the 24-month Completion Window.
- Assess the impact of the 1% federal excise tax on potential liquidation or redemption scenarios.