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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 9, 2026
FORTRESS VALUE ACQUISITION CORP. V
(Exact name of registrant as specified in its
charter)
|
Cayman Islands |
|
001-43167 |
|
98-1901881 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1345 Avenue of the Americas
46th
Floor
New York, NY 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 798-6100
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
|
Title of each
class |
|
Trading Symbol(s) |
|
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 8.01. Other Events.
As previously disclosed,
on February 27, 2026, Fortress Value Acquisition Corp. V (the “Company”)
consummated its initial public offering (the “IPO”) of 25,000,000 Class A
ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).
The Class A Ordinary Shares were sold at a price of $10.00 per Class A Ordinary Share, generating gross proceeds to the Company of $250,000,000.
Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private
Placement”) of an aggregate of 200,000 Class A Ordinary Shares (the “Private
Placement Shares”) to Fortress Value Acquisition Sponsor V LLC, the Company’s sponsor, at a purchase price of $10.00
per Private Placement Share, generating gross proceeds to the Company of approximately $2,000,000.
At the time of the IPO, the
underwriter was granted an option to purchase up to an additional 3,750,000 Class A Ordinary Shares to cover overallotments, if any. On
March 9, 2026, the Company sold to the underwriter, pursuant to the underwriter’s full exercise of its over-allotment option, 3,750,000
Class A Ordinary Shares to cover over-allotments made in the IPO, generating gross proceeds of approximately $37,500,000.
Giving effect to the over-allotment
exercise, cash held in the trust account totals $287,500,000, which is comprised of the net proceeds from the sale of the 28,750,000 Class
A Ordinary Shares, $250,000 of the proceeds from the sale of the Private Placement Shares and deferred underwriting commissions equal
to $15,812,500.
On March 9, 2026, the Company
issued a press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, announcing the closing of the
over-allotment exercise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated March 9, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto
duly authorized.
| |
FORTRESS VALUE ACQUISITION CORP. V |
| |
|
|
|
| |
By: |
/s/ John Konawalik |
| |
|
Name: |
John
Konawalik |
| |
|
Title: |
Chief
Financial Officer |
| |
|
|
|
| Dated: March 9, 2026 |
|
|
|
Exhibit 99.1
Fortress Value Acquisition Corp. V Announces
Closing of
Fully-Exercised Over-Allotment Option in Connection
with its Initial Public Offering
NEW YORK, NY, March 9, 2026 – Fortress Value Acquisition
Corp. V (NASDAQ: FVAV) (www.fortressvalueac5.com) (the “Company”), today announced that the underwriter, pursuant to the terms
of the underwriting agreement, exercised in full its previously announced option to purchase up to 3,750,000 newly issued Class A ordinary
shares to cover over-allotments, generating additional gross proceeds of $37,500,000. Following the full exercise of the over-allotment
option, the total aggregate issuance by the Company of 28,750,000 Class A ordinary shares at a price of $10.00 per share resulted in gross
proceeds of $287,500,000.
The Class A ordinary shares began trading on the Nasdaq Global Market
under the ticker symbol “FVAV” on February 26, 2026.
Deutsche Bank Securities Inc. served as the sole
underwriter for the offering.
A registration statement relating to the securities
became effective on February 25, 2026, in accordance with Section 8(a) of the Securities Act of 1933, as amended. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
This press release contains statements that constitute
“forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given
that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of
which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement and prospectus for the Company’s offering filed with the Securities and Exchange Commission (“SEC”). Copies
are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or
changes after the date of this release, except as required by law.
For more information, please contact:
Mark Lane
Managing Director, Corporate Communications
Fortress Investment Group LLC
212 479 5298
