Fortress Value Acquisition Corp. V 10-Q

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.