Fortress Value V (NASDAQ: FVAV) holds $288M in SPAC trust
Fortress Value Acquisition Corp. V, a blank check company, reports its first quarter as a public SPAC with total assets of $289.8 million, mainly investments in a Trust Account. The Trust holds $288.3 million, reflecting 28,750,000 Class A shares at a redemption value of $10.03 per share.
For the three months ended March 31 2026, the company recorded net income of $0.8 million, driven by $0.8 million of interest and dividend income on Trust investments and a small gain on the over-allotment option, partly offset by $56,687 of formation, general and administrative costs. Cash outside the Trust was $1.1 million with working capital of about $0.8 million to fund deal search and operating needs.
The SPAC has 28,950,000 Class A ordinary shares and 7,187,500 Class B founder shares outstanding as of April 27 2026. It has up to 24–27 months from its IPO closing to complete a Business Combination, after which public shareholders are entitled to redeem their shares for cash from the Trust if no deal is completed.
Positive
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Key Figures
Key Terms
Business Combination financial
Trust Account financial
Founder Shares financial
Private Placement Shares financial
deferred underwriting commissions financial
emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 | ||
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 ☐
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).
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 | ☐ |
| ☒ | 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
As
of April 27, 2026,
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 | $ | $ | ||||||
| Prepaid expenses | — |
|||||||
| Total current assets | ||||||||
| Investments held in Trust Account | — |
|||||||
| Deferred offering costs | — |
|||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accrued offering costs | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Note payable - related party | — |
|||||||
| Total current liabilities | ||||||||
| Deferred underwriting commissions | — |
|||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 5) | ||||||||
Class A ordinary shares subject to possible redemption, $ |
— |
|||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, $ |
— |
— |
||||||
| Class A ordinary shares, $ |
— |
|||||||
| Class B ordinary shares, $ |
||||||||
| Additional paid-in capital | — |
|||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Shareholders’ Deficit | ( |
) | ( |
) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
| (1) |
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 | $ | |||
| Loss from operations | ( | ) | ||
| Other income (loss): | ||||
| Interest and dividend income | ||||
| Change in fair value of over-allotment option liability | ||||
| Total other income (loss) | ||||
| Net income | $ | |||
| Basic weighted average shares outstanding, Class A ordinary shares subject to possible redemption | ||||
| Basic net income per share, Class A ordinary shares subject to possible redemption | $ | |||
| Basic weighted average shares outstanding, Class A and B ordinary shares not subject to redemption | ||||
| Basic net income per share, Class A and B ordinary shares not subject to redemption | $ | |||
| Diluted weighted average Class A ordinary shares subject to possible redemption | ||||
| Diluted net income per Class A ordinary shares subject to possible redemption | $ | |||
| Diluted weighted average Class A and B ordinary shares not subject to redemption | ||||
| Diluted net income per Class A and B ordinary shares not subject to redemption | $ |
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) | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Sale of Private Placement shares | — | — | — | |||||||||||||||||||||||||
| Exercise of over-allotment option at fair value | — | — | — | — | — | |||||||||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption to redemption value | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| (1) |
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 | $ | |||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||
| Interest and dividend income from investments held in Trust Account | ( | ) | ||
| Change in fair value of over-allotment option liability | ( | ) | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | ( | ) | ||
| Accounts payable and accrued expenses | ||||
| Net cash used in operating activities | ( | ) | ||
| Cash Flows from Investing Activities: | ||||
| Cash deposited in Trust Account | ( | ) | ||
| Net cash used in investing activities | ( | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from Sponsor loan | ||||
| Repayment of Sponsor loan | ( | ) | ||
| Proceeds received from Initial Public Offering of Public Shares, net of underwriting commissions | ||||
| Proceeds from the sale of Private Placement Shares | ||||
| Proceeds from exercise of the over-allotment option | ||||
| Payment of offering costs | ( | ) | ||
| Net cash provided by financing activities | ||||
| Net change in cash | ||||
| Cash - beginning of the period | ||||
| Cash - end of the period | $ | |||
| Supplemental disclosure of non-cash financing activities: | ||||
| Remeasurement of Class A ordinary shares subject to possible redemption to redemption value | $ | |||
| Offering costs included in accrued offering costs | $ | |||
| Deferred underwriting commissions payable in connection with the initial public offering | $ | |||
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
Substantially concurrently
with the closing of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”) of
Upon the closing of the Initial
Public Offering and the exercise of the over-allotment option, a portion of the $
5
FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
As of March 31, 2026, the Company has $
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
$
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
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
If the Company is unable to
complete a Business Combination within
In connection with the redemption
of
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 $
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 $
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
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 $
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
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 $
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 $
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 $
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 $
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 $
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,
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 | $ | |||
| Less: | ||||
| Proceeds allocation to over-allotment option liability | ( | ) | ||
| Offering costs related to Class A ordinary shares subject to possible redemption | ( | ) | ||
| Plus: | ||||
| Remeasurement of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption at March 31, 2026 | $ |
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
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
Prior to the Initial Public
Offering, the Sponsor sold
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
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 $
Private placement
Substantially concurrently
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of
Promissory note—related party
The Company’s Sponsor loaned
the Company an aggregate of $
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 $
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 $
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
Underwriting agreement
The Company granted the underwriter
a
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
Class B ordinary shares—The
Company is authorized to issue
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,
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FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Preference shares—The Company is
authorized to issue
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 | $ | $ | — | 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 | % | |||
| Expected volatility | % | |||
| Dividend yield | % | |||
| Expected term (days) | ||||
| Exercise price | $ | |||
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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) | ||||
| Change in fair value | ( | ) | ||
| Exercise of over-allotment option liability | ( | ) | ||
| 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 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.
| March 31, 2026 | ||||
| Total Assets | $ | |||
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FORTRESS VALUE ACQUISITION CORP. V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
For the Three Months Ended March 31, | ||||
| Formation, general and administrative expenses | $ | |||
| Interest and dividend income | $ | |||
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.
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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; |
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| ● | 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.
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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.
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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.
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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.
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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.
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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.
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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.
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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 |
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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 | ||
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