UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
(Mark
One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
File Number: 001-43167
FORTRESS
VALUE ACQUISITION CORP. V
(Exact
name of registrant as specified in its charter)
Cayman Islands 98-1901881
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1345
Avenue of the Americas , New York , NY 10105
(Address
of principal executive offices) (Zip Code)
(212)
798-6100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share FVAV The Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒
No ☐
As
of April 27, 2026, 28,950,000 Class A ordinary shares, par value $0.0001 per share and 7,187,500 Class B ordinary shares, par value $0.0001
per share, were issued and outstanding, respectively.
Fortress
Value Acquisition Corp. V
QUARTERLY
REPORT ON FORM 10-Q
Table
of Contents
PAGE
PART I. FINANCIAL INFORMATION
Item 1.
Condensed Financial Statements
1
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025
1
Condensed Statement of Operations for the three months ended March 31, 2026 (Unaudited)
2
Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2026 (Unaudited)
3
Condensed Statement of Cash Flows for the three months ended March 31, 2026 (Unaudited)
4
Notes to Unaudited Condensed Financial Statements
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
28
Item 4.
Controls and Procedures
28
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
29
Item 1A.
Risk Factors
29
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
29
Item 3.
Defaults Upon Senior Securities
29
Item 4.
Mine Safety Disclosures
29
Item 5.
Other Information
29
Item 6.
Exhibits
30
i
PART I. FINANCIAL INFORMATION
Item
1. Financial Statements
FORTRESS
VALUE ACQUISITION CORP. V
CONDENSED
BALANCE SHEETS
March 31,
2026 (Unaudited)
December 31,
2025
Assets:
Current assets:
Cash
$
1,061,072
$
20,000
Prepaid expenses
452,388
—
Total current assets
1,513,460
20,000
Investments held in Trust Account
288,314,124
—
Deferred offering costs
—
594,979
Total Assets
$
289,827,584
$
614,979
Liabilities and Shareholders’ Deficit:
Current liabilities:
Accrued offering costs
$
640,194
$
546,354
Accounts payable and accrued expenses
96,859
72,140
Note payable - related party
—
43,625
Total current liabilities
737,053
662,119
Deferred underwriting commissions
15,812,500
—
Total Liabilities
16,549,553
662,119
Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 28,750,000 shares issued and outstanding at redemption value of $ 10.03 per share as of March 31, 2026
288,314,124
—
Shareholders’ Deficit:
Preference shares, $ 0.0001 par value; 1,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; none issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
—
—
Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 200,000 issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of March 31, 2026
20
—
Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 7,187,500 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively(1)
719
719
Additional paid-in capital
—
24,281
Accumulated deficit
( 15,036,832
)
( 72,140
)
Total Shareholders’ Deficit
( 15,036,093
)
( 47,140
)
Total Liabilities, Class A Ordinary Shares Subject
to Possible Redemption and Shareholders’ Deficit
$
289,827,584
$
614,979
(1) As of December 31, 2025, the 7,187,500 of Class B ordinary shares includes 937,500 of shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. In March 2026, the over-allotment option was exercised in full. Accordingly, none of these shares were forfeited (see Note 4).
The
accompanying notes are an integral part of these unaudited condensed financial statements.
1
FORTRESS
VALUE ACQUISITION CORP. V
CONDENSED
STATEMENT OF OPERATIONS
For
the three months ended March 31, 2026
(Unaudited)
Formation, general and administrative expenses
$ 56,687
Loss from operations
( 56,687 )
Other income (loss):
Interest and dividend income
814,124
Change in fair value of over-allotment option liability
36,750
Total other income (loss)
850,874
Net income
$ 794,187
Basic weighted average shares outstanding, Class A ordinary shares subject to possible redemption
10,125,000
Basic net income per share, Class A ordinary shares subject to possible redemption
$ 0.05
Basic weighted average shares outstanding, Class A and B ordinary shares not subject to redemption
6,562,917
Basic net income per share, Class A and B ordinary shares not subject to redemption
$ 0.05
Diluted weighted average Class A ordinary shares subject to possible redemption
10,125,000
Diluted net income per Class A ordinary shares subject to possible redemption
$ 0.05
Diluted weighted average Class A and B ordinary shares not subject to redemption
7,260,833
Diluted net income per Class A and B ordinary shares not subject to redemption
$ 0.05
The
accompanying notes are an integral part of these unaudited condensed financial statements.
2
FORTRESS
VALUE ACQUISITION CORP. V
CONDENSED
STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For
the three months ended March 31, 2026
(Unaudited)
Ordinary Shares
Additional
Total
Class A
Class B
Paid-In
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance - December 31, 2025 (1)
—
$ —
7,187,500
$ 719
$ 24,281
$ ( 72,140 )
$ ( 47,140 )
Sale of Private Placement shares
200,000
20
—
—
1,999,980
—
2,000,000
Exercise of over-allotment option at fair value
—
—
—
—
322,500
—
322,500
Remeasurement of Class A ordinary shares subject to
possible redemption to redemption value
—
—
—
—
( 2,346,761 )
( 15,758,879 )
( 18,105,640 )
Net income
—
—
—
—
—
794,187
794,187
Balance - March 31, 2026
200,000
$ 20
7,187,500
$ 719
$ —
$ ( 15,036,832 )
$ ( 15,036,093 )
(1) The 7,187,500 of Class B ordinary shares includes 937,500 of
shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. In March 2026, the over-allotment option
was exercised in full. Accordingly, none of these shares were forfeited (see Note 4).
The
accompanying notes are an integral part of these unaudited condensed financial statements.
3
FORTRESS
VALUE ACQUISITION CORP. V
CONDENSED
STATEMENT OF CASH FLOWS
For
the three months ended March 31, 2026
(Unaudited)
Cash Flows from Operating Activities:
Net income
$ 794,187
Adjustments to reconcile net income to net cash used in operating activities:
Interest and dividend income from investments held in Trust Account
( 814,124 )
Change in fair value of over-allotment option liability
( 36,750 )
Changes in operating assets and liabilities:
Prepaid expenses
( 452,388 )
Accounts payable and accrued expenses
24,719
Net cash used in operating activities
( 484,356 )
Cash Flows from Investing Activities:
Cash deposited in Trust Account
( 287,500,000 )
Net cash used in investing activities
( 287,500,000 )
Cash Flows from Financing Activities:
Proceeds from Sponsor loan
116,750
Repayment of Sponsor loan
( 160,375 )
Proceeds received from Initial Public Offering of Public Shares, net of underwriting commissions
249,750,000
Proceeds from the sale of Private Placement Shares
2,000,000
Proceeds from exercise of the over-allotment option
37,500,000
Payment of offering costs
( 180,947 )
Net cash provided by financing activities
289,025,428
Net change in cash
1,041,072
Cash - beginning of the period
20,000
Cash - end of the period
$ 1,061,072
Supplemental disclosure of non-cash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value
$ 18,105,640
Offering costs included in accrued offering costs
$ 640,194
Deferred underwriting commissions payable in connection with the initial public offering
$ 15,812,500
The
accompanying notes are an integral part of these unaudited condensed financial statements.
4
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Description of Organization and Business Operations
Fortress Value Acquisition Corp. V (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted company on November 24, 2025. The Company was formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses that the Company has not yet identified (“Business Combination”). Although the Company may pursue an acquisition
in any geography or industry for purposes of consummating a Business Combination, the Company intends to capitalize on the ability of
its management team and the broader Fortress platform to identify, acquire and operate a business that may provide opportunities for attractive
risk-adjusted returns.
The Company is an emerging
growth company and, as such, the Company is subject to all the risks associated with emerging growth companies. All activity through March 31,
2026 relates to the Company’s formation and the Initial Public Offering, which is described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in
the form of interest and dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31
as its fiscal year end.
The registration statement
for the Company’s Initial Public Offering was declared effective on February 25, 2026. On February 27, 2026, the Company consummated
its Initial Public Offering (the “Initial Public Offering”) of 25,000,000 shares of public Class A ordinary shares (the “Public
Shares”) at $ 10.00 per share, generating gross proceeds of $ 250.0 million and incurring offering costs of $ 14.8 million,
inclusive of $ 13.8 million in deferred underwriting commissions (see Note 5). In March 2026, the underwriter exercised its over-allotment
option and purchased 3,750,000 Class A ordinary shares at the initial public offering price to cover over-allotments made in the Initial
Public Offering generating additional gross proceeds of $ 37.5 million and incurring additional offering costs of $ 2.2 million,
inclusive of approximately $ 2.1 million in deferred underwriting commissions (see Note 4).
Substantially concurrently
with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of 200,000
private placement shares at $ 10.00 per share (the “Private Placement Shares”) with the Company’s sponsor, Fortress Value Acquisition
Sponsor V LLC (the “Sponsor”), generating gross proceeds of $ 2.0 million (see Note 4).
Upon the closing of the Initial
Public Offering and the exercise of the over-allotment option, a portion of the $ 287.5 million ($ 10.00 per share) aggregate cash
proceeds of the sale of the Public Shares in the Initial Public Offering and the over-allotment exercise and a portion of the proceeds
from the sale of the Private Placement Shares in the Private Placement were placed in a U.S. based trust account (the “Trust Account”)
at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. The cash proceeds held
in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected
by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below.
5
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
As of March 31, 2026, the Company has $ 1.1
million in cash held outside of the Trust Account. The Company’s management has broad discretion with respect to the specific application
of the net proceeds of its Initial Public Offering, the exercise of the over-allotment option and the Private Placement held outside the
Trust Account, although substantially all of the net proceeds held outside of the Trust Account are intended to be applied generally toward
consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
Pursuant to the Company’s amended and related memorandum and articles of association, as long as the Company’s securities are listed on
the Nasdaq Global Market (“Nasdaq”), the Company’s initial Business Combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (net of amounts disbursed to management
for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the
Company signing a definitive agreement in connection with its initial Business Combination. The Company anticipates structuring its initial
Business Combination so that the post-transaction company, in which the Company’s Public Shareholders own shares, will own or acquire
100 % of the outstanding equity interests or assets of the target business or businesses. However, the Company may structure its initial
Business Combination such that the post-transaction company owns or acquires less than 100 % of such interests or assets of the target
business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, the Company
will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended, or the “Investment Company Act.” Management has
agreed that an amount equal to at least $ 10.00 per share sold in the Initial Public Offering will be held in a Trust Account and will
be held in cash, including in demand deposits at a bank, or invested only in U.S. government treasury obligations with a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
U.S. government treasury obligations.
The Company will provide its
shareholders of Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares
upon the completion of an initial Business Combination either (i) in connection with a shareholder meeting called to approve the
proposed Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company. If, however, shareholder approval of the transaction
is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business
or other reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant
to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (the “SEC”). The Public
Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount in the Trust Account (initially approximately
$ 10.00 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay for working capital requirements (up to $ 500,000 per year of permitted withdrawals, plus the rollover of unused amounts from prior
years, of interest earned on the funds held in the Trust Account that may be released to the Company to fund working capital requirements,
provided that only $ 125,000 , plus the rollover of unused amounts from prior years, of interest earned on the funds held in the Trust Account
may be released to the Company during the three month period that will begin 24 months from the closing of this Initial Public Offering
if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within
24 months from the closing of this Initial Public Offering) and/or to pay the Company’s tax obligations (which shall exclude the 1 % U.S.
federal excise tax that was implemented by the Inflation Reduction Act of 2022 if any is imposed on us), calculated as of two business
days prior to the consummation of the Business Combination. The per-share amount to be distributed to Public Shareholders who redeem their
Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note
5). These Public Shares were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public
Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
In such case, the Company will proceed with a Business Combination if the majority of the shares voted are voted in favor of the Business
Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide
to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles
of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior
to completing a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and
if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval
in connection with a Business Combination, the Initial Shareholders (as defined below) have agreed to vote their Founder Shares (as defined
in Note 4), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business
Combination (except with respect to any Public Shares which may not be voted in favor of approving a Business Combination in accordance
with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). In addition, the
Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public
Shares in connection with the completion of a Business Combination.
6
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Notwithstanding the foregoing,
the Company’s amended and restated memorandum and articles of association provides that a Public Shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Class A
ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.
The Company’s Sponsor, officers
and directors (the “Initial Shareholders”) have agreed not to propose any amendment to the Company’s amended and restated memorandum
and articles of association that would affect (i) the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100 % of its Public Shares if the Company does not complete an initial Business
Combination within the completion window or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business
Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their ordinary shares upon approval
of any such amendment at a per-share price, payable in cash equal to the aggregate amount then on deposit in the Trust Account and not
previously released for permitted withdrawals (up to $ 500,000 per year of permitted withdrawals, plus the rollover of unused amounts from
prior years, of interest earned on the funds held in the Trust Account that may be released to the Company to fund working capital requirements,
provided that only $ 125,000 , plus the rollover of unused amounts from prior years, of interest earned on the funds held in the Trust Account
may be released to the Company during the three month period that will begin 24 months from the closing of this Initial Public Offering
if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within
24 months from the closing of this Initial Public Offering) and up to $ 100,000 of dissolution expenses, if any.
If the Company is unable to
complete a Business Combination within 24 months (or 27 months from the closing of the Initial Public Offering if the Company has executed
a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing
of the Initial Public Offering), or such earlier date as the Company’s board of directors may approve (the “Combination Period”),
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
no more than ten business days thereafter, redeem 100 % of the outstanding Public Shares which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors,
proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to
provide for claims of creditors and the requirements of applicable law.
In connection with the redemption
of 100 % of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full
pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and
not previously released for permitted withdrawals (up to $ 500,000 per year of permitted withdrawals, plus the rollover of unused amounts
from prior years, of interest earned on the funds held in the Trust Account that may be released to the Company to fund working capital
requirements, provided that only $ 125,000 , plus the rollover of unused amounts from prior years, of interest earned on the funds held
in the Trust Account may be released to the Company during the three month period that will begin 24 months from the closing of this Initial
Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial Business
Combination within 24 months from the closing of this Initial Public Offering) and up to $ 100,000 of dissolution expenses, if any.
7
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Initial Shareholders have
agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the
Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares
if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights
to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that
will be available to fund the redemption of the Company’s Public Shares.
In the event of such distribution,
it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets)
will be only $ 10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the
amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.00 per Public Share or (ii) such lesser
amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value
of the trust assets, in each case net of the amount of interest the Company is entitled to withdraw for permitted withdrawals and up
to $ 100,000 of dissolution expenses, if any. This liability will not apply with respect to any claims by a third party who executed a
waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s
indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against
a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek
to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have
all third parties, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.
2. Summary of Significant Accounting Policies
Basis of presentation
The accompanying unaudited
condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation
S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S.
GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they
do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or
cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows
for the periods presented. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that
may be expected through December 31, 2026 or any future periods. These unaudited condensed financial statements should be read in
conjunction with the Company’s audited financial statements for the period from November 24, 2025 (inception) through December 31,
2025 filed in the final prospectus with the SEC on February 26, 2026.
Liquidity and capital resources
As of March 31, 2026,
the Company had $ 1.1 million in cash and working capital of $ 0.8 million. The Company has incurred and expects to continue to incur significant
costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in
accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of March 31, 2026, the Company
has sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of these condensed financial
statements. The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be successful.
8
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Emerging growth company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act (the
“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.
Use of estimates
The preparation of the condensed
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities as of March 31, 2026.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed as of March 31, 2026, which management considered in formulating its estimate, could change
in the near term due to one or more future significant events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31,
2026 and December 31, 2025, respectively.
9
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Investments held in Trust Account
The proceeds held in the Trust
Account may only be invested (i) in U.S. government treasury obligations with a maturity of 185 days or less or (ii) in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
The investments held in the Trust Account are currently invested in a U.S. Treasury securities money market fund, which are presented
at fair value on the condensed balance sheets. Gains and losses resulting from the change in fair value of these U.S. Treasury securities
is included in interest and dividend income in the unaudited condensed statement of operations. The Company had $ 288.3 million and no
investments held in the Trust Account as of March 31, 2026 and December 31, 2025, respectively.
Offering costs
Offering costs consisted of
legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial
Public Offering and exercise of the over-allotment option and totaled approximately $ 16.9 million, inclusive of $ 15.8 million
in deferred underwriting commissions. Offering costs were charged to shareholders’ deficit upon the completion of the Initial Public Offering.
Fair value measurements
Fair value is defined as the
price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants
at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
● Level 1, defined as observable inputs such as quoted prices
(unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant value drivers are unobservable.
10
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In some circumstances, the
inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the
fair value measurement.
Derivative financial instruments
The Company evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the
derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes
in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified
in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date. The underwriter’s over-allotment option was deemed to be a freestanding financial instrument
and was accounted for as a liability pursuant to ASC 480 as it was not fully exercised at the time of the Initial Public Offering. In
March 2026, subsequent to the Initial Public Offering, the underwriter exercised the over-allotment option in full. The 3,750,000 Class
A ordinary shares were delivered to the underwriter in connection with the closing on March 9, 2026, therefore there is no liability for
the over-allotment option as of March 31, 2026.
Income taxes
The Company accounts for income
taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting
for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases
of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to
the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For
those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The
Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2026, there were no unrecognized tax benefits
and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position.
11
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On July 4, 2025, the One Big
Beautiful Bill Act (“OBBA”) was signed into law. ASC 740, “Income Taxes” requires the effects of changes in tax laws
to be recognized in the period in which legislation is enacted. The Company evaluated the provisions of the OBBA and determined that adoption
of the new law did not have a material impact on its condensed financial statements or related disclosures.
The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period
presented.
Net income (loss) per ordinary share
The Company complies with
accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share.”
The Company’s condensed statement of operations includes a presentation of net income (loss) per ordinary share in a manner similar to
the two-class method of net income (loss) per ordinary share.
Net income (loss) per ordinary
share, basic for Class A ordinary shares subject to possible redemption for the three months ended March 31, 2026 were calculated by dividing
(i) the allocation of net income to Class A ordinary shares subject to possible redemption of $ 481,854 by (ii) the weighted average number
of Class A ordinary shares subject to possible redemption outstanding for the period.
Net income (loss) per ordinary
share, basic for Class A and Class B ordinary shares not subject to redemption for the three months ended March 31, 2026 were calculated
by dividing (i) the allocation of net income to Class A and Class B ordinary shares not subject to redemption of $ 312,333 by (ii) the
weighted average number of Class A and Class B ordinary shares not subject to redemption outstanding for the period.
Net income (loss) per ordinary
share, diluted for Class A ordinary shares subject to possible redemption for the three months ended March 31, 2026 were calculated by
dividing (i) the allocation of net income to Class A ordinary shares subject to possible redemption of $ 462,511 by (ii) the weighted average
number of Class A ordinary shares subject to possible redemption outstanding for the period.
Net income (loss) per ordinary
share, diluted for Class A and Class B ordinary shares not subject to redemption for the three months ended March 31, 2026 were calculated
by dividing (i) the allocation of net income to Class A and Class B ordinary shares not subject to redemption of $ 331,676 by (ii) the
weighted average number of Class A and Class B ordinary shares not subject to redemption outstanding for the period.
Concentration of credit risk
Financial instruments that
potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may
exceed the Federal Deposit Insurance Corporation insurance limits of $ 250,000 . As of March 31, 2026, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments
The fair value of the Company’s
assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
12
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Class A ordinary shares subject to possible
redemption
The Company accounts for its
Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities
from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured
at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that
are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The
Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, as of March 31, 2026 and December 31, 2025, respectively, 28,750,000
and no shares of Class A ordinary shares subject to possible redemption at the redemption value are presented as temporary equity, outside
of the shareholders’ deficit section of the Company’s condensed balance sheets.
As of March 31, 2026,
the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds from Initial Public Offering and exercise of over-allotment option
$ 287,500,000
Less:
Proceeds allocation to over-allotment option liability
( 359,250 )
Offering costs related to Class A ordinary shares subject to possible redemption
( 16,932,266 )
Plus:
Remeasurement of Class A ordinary shares subject to possible redemption
18,105,640
Class A ordinary shares subject to possible redemption at March 31, 2026
$ 288,314,124
Recent accounting pronouncements
Management does not believe that any recently issued,
but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial
statements.
3. Initial Public Offering
In connection with the Initial
Public Offering, the Company sold 25,000,000 shares of Class A ordinary shares, at a price of $ 10.00 per share. In March 2026, the underwriter
exercised its over-allotment option and purchased 3,750,000 Class A ordinary shares at the initial public offering price to cover over-allotments
made in the Initial Public Offering.
13
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Related Party Transactions
Founder shares
In December 2025, the Company
issued an aggregate of 7,187,500 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for an aggregate
capital contribution of $ 25,000 . The Sponsor had agreed to forfeit an aggregate of up to 937,500 Founder Shares to the extent that the
over-allotment option was not exercised in full by the underwriter. In March 2026, subsequent to Initial Public Offering, the underwriter
exercised the over-allotment option in full. Accordingly, none of the aforementioned Class B ordinary shares were forfeited. The Founder
Shares will automatically convert into Class A ordinary shares upon the consummation of a Business Combination, or earlier at the
option of the holder, on a one-for-one basis, subject to adjustment (see Note 6). The Sponsor waives its rights to liquidating distributions
with respect to any Founder Shares if the Company fails to complete an initial Business Combination.
Prior to the Initial Public
Offering, the Sponsor sold 30,000 Founder Shares to an independent director of the Company, for the same per-share price initially paid
by the Sponsor. Subsequent to the transfer, the Sponsor held 7,157,500 Class B ordinary shares. The total consideration paid for these
Founder Shares was approximately $ 100 . Each Founder Share will automatically convert to one Class A ordinary share concurrently with or
immediately following the consummation of the Business Combination. The Initial Shareholders will retain all voting and dispositive power
over all Founder Shares until the consummation of the Business Combination.
The sale of the Founder Shares
to the Company’s independent director is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).
Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the sale date. The fair
value of the 30,000 shares sold to the Company’s independent director was less than $ 0.1 million or $ 1.50 per share as of the sale
date. As the holder of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company
fails to complete a Business Combination, compensation expense related to the sale of the 30,000 Founder Shares is deferred until the
Business Combination is deemed probable. As of March 31, 2026, the Company determined that a Business Combination is not considered
probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the
date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number
of Founder Shares multiplied by the grant date fair value per share (unless subsequently modified) less the amount initially received
for the purchase of the Founder Shares.
14
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Initial Shareholders have agreed not to transfer,
assign or sell any of their Founder Shares until the earliest of (a) one year after the completion of the initial Business Combination,
(b) subsequent to the initial Business Combination, if the last reported sale price of the Class A ordinary shares equals or
exceeds $ 12.00 per share (as adjusted) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the
initial Business Combination, and (c) following the completion of the initial Business Combination, such future date on which the
Company completes a liquidation, merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction
that results in all of the Company’s Public Shareholders having the right to exchange their ordinary shares for cash, securities or other
property.
Private placement
Substantially concurrently
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 200,000 Private Placement Shares at $ 10.00 per
share, or $ 2.0 million in the aggregate. These Private Placement Shares are identical to the Class A ordinary shares except that
such Private Placement Shares will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if
the Company fails to complete its initial Business Combination. A portion of the proceeds from the Private Placement Shares have been
added to the proceeds from the Initial Public Offering and are held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the Sponsor waives its rights to liquidating distributions from the Trust Account with respect
to the Private Placement Shares if the Company fails to complete an initial Business Combination. The Sponsor and the Company’s officers
and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until
30 days after the completion of the Business Combination.
Promissory note—related party
The Company’s Sponsor loaned
the Company an aggregate of $ 160,375 to cover expenses related to the Initial Public Offering pursuant to a promissory note. The promissory
note was non-interest bearing. The Company repaid the promissory note on February 27, 2026 .
Office space and related support services
During February 2026, the
Company entered into an agreement with an affiliate of the Sponsor to pay a monthly fee of $ 20,000 for office space, utilities and administrative
services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly
fees. As of March 31, 2026, the Company had less than $ 0.1 million in accrued expenses for services provided by an affiliate
of the Sponsor in connection with the aforementioned agreement.
15
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Related party loans
In order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).
If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event
that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working
Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the
terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The
Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,
up to $ 1.5 million of such Working Capital Loans may be convertible into shares at a price of $ 10.00 per share. The shares would
be identical to the Private Placement Shares. As of March 31, 2026 and December 31, 2025, respectively, no Working Capital Loans
were outstanding.
5. Commitments and Contingencies
Registration rights
The holders of the Founder
Shares, Private Placement Shares and the Private Placement Shares that may be issued upon conversion of Working Capital Loans are entitled
to registration rights pursuant to a registration rights agreement which was signed prior to the closing date of the Initial Public Offering.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such
securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed
subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not
permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting agreement
The Company granted the underwriter
a 45 -day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Public Shares to cover over-allotments,
if any, at the price paid by the underwriter in the Initial Public Offering. In March 2026, subsequent to the Initial Public Offering,
the underwriter exercised the over-allotment in full. The underwriter was entitled to an underwriting discount of $ 0.01 per share, or
$ 0.3 million paid upon the closing of the Initial Public Offering. There will be no incremental upfront underwriting discounts or
commissions in regards to the underwriter’s over-allotment option. Additionally, a deferred underwriting discount of $ 0.55 per share,
or $ 15.8 million in the aggregate will be payable to the underwriter from the amounts held in the Trust Account solely in the event
that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
16
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Risks and uncertainties
The Company’s ability to complete
an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s
ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns
in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions,
declines in consumer confidence and spending, public health considerations, and geopolitical instability. The Company cannot at this time
predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact
the Company’s ability to complete an initial Business Combination.
6. Shareholders’ Deficit
Class A ordinary shares —The
Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the
Company’s Class A ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. As of
March 31, 2026 and December 31, 2025, there were 28,950,000 shares and no shares, respectively, of Class A ordinary shares
issued and outstanding, of which 28,750,000 shares of Class A ordinary shares were subject to possible redemption as of March 31,
2026 and no shares as of December 31, 2025 and are included in temporary equity (see Note 2).
Class B ordinary shares —The
Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of the Company’s Class
B ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. The Company issued 7,187,500
Class B ordinary shares in December 2025. The Class B ordinary shares will automatically convert into Class A ordinary shares at
the time of the consummation of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis.
Prior to the initial Business
Combination, only holders of the Founder Shares will be entitled to vote on the appointment or removal of the Company’s directors or in
a vote to transfer the Company by way of continuation to a jurisdiction outside the Cayman Islands. Otherwise, holders of Class A
ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders except
as required by law or the applicable rules of Nasdaq then in effect.
In the case that additional
Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public
Offering and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert
into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree
to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20 % of the sum of the total number of all
ordinary shares outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked
securities issued or deemed issued in connection with the initial Business Combination, excluding the Private Placement Shares and any
shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.
17
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Preference shares —The Company is
authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share. As of March 31, 2026 and December 31,
2025, there were no preference shares issued or outstanding, respectively.
7. Fair Value Measurements
The following table presents
information about the Company’s assets and liabilities that are measured on a recurring basis as of March 31, 2026 and December 31,
2025 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.
Fair Value
March 31, 2026
December 31,
2025
Valuation Method
Assets:
Investments held in Trust Account
$ 288,314,124
$ —
Level 1 - Quoted prices in active markets for identical instruments
Liabilities:
Over-allotment option liability
$ —
$ —
Level 3 - Unobservable inputs based on an assessment of the assumptions
that market participants would use in pricing liabilities
As of March 31, 2026
and December 31, 2025, the recorded values of cash, accrued offering costs and accounts payable and accrued expenses approximate
their fair values due to the short-term nature of these instruments.
A Black-Scholes option model
was used to value the over-allotment option liability. The over-allotment option liability was classified as a Level 3 at the initial
measurement date due to the use of unobservable inputs.
The key inputs in the Black-Scholes
option pricing model for the over-allotment option liability were as follows as of the date of exercise on March 9, 2026:
Input
As of
March 9,
2026
Risk-free interest rate
3.7 %
Expected volatility
5.5 %
Dividend yield
0.0 %
Expected term (days)
35
Exercise price
$ 10.00
18
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The risk-free interest rate
is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the underwriter’s
over-allotment option. Expected volatility is based on actual historical volatility of comparable special purpose acquisition companies
as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend
to do so during the expected term of the over-allotment period.
The following table presents the changes in the
fair value of Level 3 fair value measurements:
Level 3
Balance as of December 31, 2025
$ —
Over-allotment option liability as of February 27, 2026 (Initial Public Offering)
359,250
Change in fair value
( 36,750 )
Exercise of over-allotment option liability
( 322,500 )
Balance as of March 31, 2026
$ —
8. Segment Information
ASC Topic 280, “Segment
Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,
services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial
information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in
deciding how to allocate resources and assess performance.
The Company’s chief operating
decision maker has been identified as the Company’s executive officers , who review the operating results for the Company as a whole to
make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company
only has one reportable segment.
The CODM assesses performance
for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations
as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance
and making key decisions regarding resource allocation the CODM reviews certain metrics, which include the following:
March 31,
2026
Total Assets
$ 289,827,584
19
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For
the
Three Months Ended
March 31,
2026
Formation, general and administrative expenses
$ 56,687
Interest and dividend income
$ 814,124
The CODM reviews total assets
to assess if the Company has sufficient resources available to discharge its liabilities and to complete a business combination or similar
transaction.
Formation, general
and administrative expenses and interest and dividend income are reviewed and monitored by the CODM to manage and forecast cash to ensure
enough capital is available to complete an initial Business Combination within the business combination period. The CODM also reviews
formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned
with all agreements and budget. These items, as reported on the statement of operations, are the significant segment expenses provided
to the CODM on a regular basis. All other item segment items included in net income or loss are reported on the statement of operations
and described within their respective disclosures.
9. Subsequent Events
The notes to the condensed
financial statements include a discussion of material events, if any, which have occurred subsequent to March 31, 2026 (referred
to as “subsequent events”) through the date these condensed financial statements were issued. Management has evaluated the subsequent
events through the issuance date and has concluded that no other material subsequent events have occurred that require additional adjustment
or disclosure in the condensed financial statements.
20
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “our,”
“us” or “we” refer to Fortress Value Acquisition Corp. V. The following discussion and analysis of the Company’s financial
condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto
contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,”
“Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form
10-Q includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future
events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar
expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters,
as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute
to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (the “SEC”)
filings. Forward-looking statements in this Quarterly Report may include, for example, statements about:
● our ability to select an appropriate target business or businesses;
● our ability to complete our initial business combination;
● our expectations around the performance of the prospective
target business or businesses;
● our success in retaining or recruiting, or changes required
in, our officers, key employees or directors following our initial business combination;
● our officers and directors allocating their time to other
businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
● our potential ability to obtain additional financing to complete
our initial business combination;
21
● our pool of prospective target businesses;
● our ability to consummate an initial business combination
due to the uncertainty resulting from geopolitical events like the conflict in Ukraine, Iran, Israel, and Gaza and economic impacts such
as inflation and rising interest rates;
● the ability of our officers and directors to generate a number
of potential business combination opportunities;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the use of proceeds not held in the Trust Account (as defined
below) or available to us from interest income on the Trust Account balance;
● the Trust Account not being subject to claims of third parties;
● the number of redemptions by our public shareholders in connection
with a business combination;
● our financial performance; and
● the other risks and uncertainties discussed in “Risk
Factors”.
The forward-looking statements
contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential
effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one
or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company on November 24, 2025 formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that we have not yet identified
(“Business Combination”). Although we may pursue an acquisition in any geography or industry for purposes of consummating a
Business Combination, we intend to capitalize on the ability of our management team and the broader Fortress platform to identify, acquire
and operate a business that may provide opportunities for attractive risk-adjusted returns. Our Sponsor is Fortress Value Acquisition
Sponsor V LLC (the “Sponsor”). We are an emerging growth company and, as such, we are subject to all of the risks associated
with emerging growth companies.
22
Our registration statement
for the initial public offering (the “Initial Public Offering”) was declared effective on February 25, 2026. On February 27,
2026, we consummated our Initial Public Offering of 25,000,000 shares of public Class A ordinary shares (the “Public Shares”)
at $10.00 per share, generating gross proceeds of $250.0 million and incurring offering costs of $14.8 million, inclusive of
$13.8 million in deferred underwriting commissions. In March 2026, the underwriter exercised its over-allotment option and purchased
3,750,000 Class A ordinary shares at the initial public offering price to cover over-allotments made in the Initial Public Offering generating
additional gross proceeds of $37.5 million and incurring additional offering costs of $2.2 million, inclusive of approximately
$2.1 million in deferred underwriting commissions.
Substantially concurrently
with the closing of the Initial Public Offering, we consummated a private placement (the “Private Placement”) of 200,000 private
placement shares at $10.00 per share (the “Private Placement Shares”) with the Company’s sponsor, Fortress Value Acquisition
Sponsor V LLC (the “Sponsor”), generating gross proceeds of $2.0 million.
Upon the closing of the Initial
Public Offering and the exercise of the over-allotment option, a portion of the $287.5 million ($10.00 per share) aggregate cash
proceeds of the sale of the Public Shares in the Initial Public Offering and the over-allotment exercise and a portion of the proceeds
from the sale of the Private Placement Shares in the Private Placement were placed in a U.S. based trust account (the “Trust Account”)
at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. The cash proceeds held
in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected
by us meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the funds held in the Trust Account as described below.
In the event of such distribution,
it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will
be only $10.00 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts
held in the Trust Account, the Sponsor has agreed to be liable to the Company, if and to the extent any claims by a third party for services
rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party
who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims
under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be
unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek
to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have
all third parties, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.
23
Results of Operations
Since the Initial Public Offering,
our activity has been limited to the search for a prospective initial Business Combination, and we will not be generating any operating
revenues until the closing and completion of our initial Business Combination. We expect to incur increased expenses as a result of being
a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection
with completing a Business Combination.
For the three months ended
March 31, 2026, we had net income of $0.8 million which consisted of $0.8 million in interest and dividend income and a change in the
fair value of the over-allotment option liability of less than $0.1 million partially offset by less than $0.1 million in formation,
general and administrative expenses.
Liquidity and Capital Resources
As indicated in the accompanying
unaudited condensed financial statements, as of March 31, 2026, we had $1.1 million in our operating bank account and working capital
surplus of $0.8 million.
Through our Initial Public
Offering, our liquidity needs have been satisfied through receipt of a $25,000 capital contribution from our Sponsor in exchange for the
issuance of the Founder Shares to our Sponsor, up to $0.3 million in loans from our Sponsor and the proceeds not held in the Trust Account
which resulted from the consummation of the Initial Public Offering and the sale of Private Placement Shares to the Sponsor. Following
the closing of the Initial Public Offering, the exercise of the over-allotment option, and the sale of Private Placement Shares, which
resulted in $287.5 million ($10.00 per share) being placed into a Trust Account and payment of expenses, we had $1.1 million in cash
held outside of the Trust Account as of March 31, 2026, which we intend to use for working capital purposes.
In addition, in order to finance
transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and
directors may, but are not obligated to, loan us funds as may be required (see Related Party Transactions).
Based on the foregoing, we
believe we will have sufficient cash to meet our needs through the earlier of consummation of a Business Combination or one year from
this filing. Over this time period, the Company will be using these funds for paying existing accounts payable and accrued expenses.
24
If our estimates of the costs
of undertaking in-depth due diligence and negotiating our initial Business Combination is less than the actual amount necessary to do
so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment,
we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain
additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number
of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur
debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such
financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash
on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Related Party Transactions
Founder shares
In December 2025, the Company
issued an aggregate of 7,187,500 Class B ordinary shares to the Sponsor (the “Founder Shares”) in exchange for an aggregate
capital contribution of $25,000. The Sponsor had agreed to forfeit an aggregate of up to 937,500 Founder Shares to the extent that the
over-allotment option was not exercised in full by the underwriter. In March 2026, subsequent to Initial Public Offering, the underwriter
exercised the over-allotment option in full. Accordingly, none of the aforementioned Class B ordinary shares were forfeited. The Founder
Shares will automatically convert into Class A ordinary shares upon the consummation of a Business Combination, or earlier at the option
of the holder, on a one-for-one basis, subject to adjustment. The Sponsor waives its rights to liquidating distributions with respect
to any Founder Shares if the Company fails to complete an initial Business Combination.
Prior to the Initial Public
Offering, the Sponsor sold 30,000 Founder Shares to an independent director of the Company, for the same per-share price initially paid
by the Sponsor. Subsequent to the transfer, the Sponsor held 7,157,500 Class B ordinary shares. The total consideration paid for these
Founder Shares was approximately $100. Each Founder Share will automatically convert to one Class A ordinary share concurrently with or
immediately following the consummation of the Business Combination. The Initial Shareholders will retain all voting and dispositive power
over all Founder Shares until the consummation of the Business Combination.
Private placement
Substantially concurrently
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 200,000 Private Placement Shares at $10.00 per
share, or $2.0 million in the aggregate. These Private Placement Shares are identical to the Class A ordinary shares except that
such Private Placement Shares will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if
the Company fails to complete its initial Business Combination. A portion of the proceeds from the Private Placement Shares have been
added to the proceeds from the Initial Public Offering and are held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the Sponsor waives its rights to liquidating distributions from the Trust Account with respect
to the Private Placement Shares if the Company fails to complete an initial Business Combination. The Sponsor and the Company’s officers
and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until
30 days after the completion of the Business Combination.
Promissory note—related party
Our Sponsor loaned us an aggregate
of $160,375 to cover expenses related to the Initial Public Offering pursuant to a promissory note. The promissory note was non-interest
bearing. The Company repaid the promissory note on February 27, 2026.
25
Office space and related support services
During February 2026, the
Company entered into an agreement with an affiliate of the Sponsor to pay a monthly fee of $20,000 for office space, utilities and administrative
services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly
fees. As of March 31, 2026, the Company had less than $0.1 million in accrued expenses for services provided by an affiliate
of the Sponsor in connection with the aforementioned agreement.
Related party loans
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital
Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of
the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust
Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except
for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect
to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at
the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares at a price of $10.00 per
share. The shares would be identical to the Private Placement Shares. As of March 31, 2026 and December 31, 2025, respectively,
no Working Capital Loans were outstanding.
Contractual Obligations
We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor $20,000
per month for office space, utilities and administrative services.
The underwriter is entitled
to a deferred underwriting discount of $15,812,500 (5.5% of the gross proceeds of the Initial Public Offering held in the Trust Account)
upon the completion of the Company’s initial Business Combination, subject to the terms of the underwriting agreement. The deferred discount
will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes its Business
Combination. The underwriter is not entitled to any interest accrued on the deferred discount.
Critical Accounting Estimates
The preparation of condensed
financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the condensed financial statements, and income and expenses during the periods reported. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future significant events. Actual results could materially
differ from those estimates.
26
Over-allotment option liability
The Company reports its over-allotment
option liability at fair value. The fair value of our over-allotment option was determined using a Black-Scholes valuation model uses
significant inputs related to the risk-free interest rate, expected volatility, dividend yield and expected term. The risk-free interest
rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the underwriter’s
over-allotment option. Expected volatility is based on actual historical volatility of comparable special purpose acquisition companies
as of the valuation date. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend
to do so during the expected term of the over-allotment period. In March 2026, the underwriter exercised the over-allotment option in
full, therefore there was no liability for the over-allotment option as of March 31, 2026.
Sale of Founder Shares
The sale of the Founder Shares
to the Company’s independent director is in the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based
compensation associated with equity-classified awards is measured at fair value upon the sale date. The fair value of the 30,000 shares
sold to the Company’s independent director was less than $0.1 million or $1.50 per share as of the sale date.
Recent accounting pronouncements
Our management does not believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our
condensed financial statements.
Off-Balance Sheet Arrangements
As of March 31, 2026,
we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Jumpstart our Business Startups (“JOBS”) Act
Section 102(b)(1) of the JOBS
Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify
as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements
based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. As such, our condensed financial statements may not be comparable to companies
that comply with public company effective dates.
27
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officers and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and
with the participation of our management, including our principal executive officers and principal financial and accounting officer, we
conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31,
2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our Co-Chief Executive
Officers and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) were effective as of March 31, 2026.
Management’s Report on Internal Controls over
Financial Reporting
The Quarterly Report does
not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent
registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial
Reporting
There was no change in our
internal control over financial reporting that occurred during the quarter ended March 31, 2026 covered by this Quarterly Report
on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
28
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings.
None.
Item 1A.
Risk Factors.
Factors that could cause our
actual results to differ materially from those in this Quarterly Report are any of the risks described in our final prospectus, filed
with the SEC on February 26, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations
or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business
or results of operations.
As of the date of this Quarterly Report, there have been no material
changes to the risk factors disclosed in our final prospectus. We may disclose changes to such factors or disclose additional factors
from time to time in our future filings with the SEC.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
In December 2025, the Company
issued an aggregate of 7,187,500 Class B ordinary shares to our Sponsor in exchange for an aggregate capital contribution of $25,000.
In February 2026, the Sponsor sold a total of 30,000 Founder Shares to an independent director of the Company for the same per-share price
paid for by the Sponsor. As of March 31, 2026, the Sponsor held 7,157,500 Founder Shares.
On February 27, 2026,
the Company consummated its Initial Public Offering of 25,000,000 shares of public Class A ordinary shares at $10.00 per share, generating
gross proceeds of $250.0 million. In March 2026, the underwriter exercised its over-allotment option and purchased 3,750,000 Class
A ordinary shares at the Initial Public Offering price, generating additional gross proceeds of $37.5 million. Substantially concurrently
with the closing of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 200,000
private placement shares (the “Private Placement Shares”) at $10.00 per share with the Company’s sponsor, Fortress Value Acquisition
Sponsor V LLC generating gross proceeds of $2.0 million. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
There have been no material
changes in the planned use of proceeds from the Initial Public Offering and Private Placement as described in the Company’s final prospectus
for its Initial Public Offering.
For a description of the use of the proceeds generated in our Initial
Public Offering, see Part I, Item 2 of this Quarterly Report on Form 10-Q.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
None.
Item
5. Other Information.
None .
29
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q
Exhibit Number
Description
31.1*
Certification of Principal Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2*
Certification of Principal Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.3*
Certification of Principal Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed
herewith
**
Furnished
herewith
30
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Fortress Value Acquisition Corp. V
By:
/s/ John Konawalik
John Konawalik
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
April 30, 2026
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.