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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):
February 25, 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 1.01. Entry into a Material Definitive Agreement.
On February 25, 2026, the
Registration Statement on Form S-1 (File No. 333-293340) (the “Registration Statement”) relating to the initial public
offering (the “IPO”) of Fortress Value Acquisition Corp. V (the “Company”) was declared effective
by the U.S. Securities and Exchange Commission. On February 27, 2026, the Company consummated the IPO of 25,000,000 Class A ordinary shares
of the Company, 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.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement:
| ● | An Underwriting Agreement, dated February 25, 2026, by and between the Company and Deutsche Bank Securities
Inc., a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, February 25, 2026, by and between the Company and Continental
Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated February 25, 2026, among the Company, Fortress Value Acquisition
Sponsor V LLC (the “Sponsor”) and certain other securities holders named therein, a copy of which is attached as Exhibit
10.2 hereto and incorporated herein by reference. |
| ● | A Private Placement Shares Purchase Agreement, dated February 25, 2026 (the “Private Placement
Shares Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto
and incorporated herein by reference. |
| ● | Letter Agreement, dated February 25, 2026, between the Company, each of its officers and directors, and
the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated February 25, 2026, by and between the Company and FIG LLC,
a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated February 25, 2026, by and among the Company and each of its officers and directors,
a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of an aggregate of 200,000
Class A Ordinary Shares (the “Private Placement Shares”) to the Sponsor at a price of $10.00 per Private Placement
Share, generating gross proceeds to the Company of approximately $2,000,000. The Private Placement Shares are identical to the Class A
Ordinary Shares sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement for its IPO. 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.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2026, in connection
with the IPO, Tripp Jones was appointed to the board of directors of the Company (the “Board”). Effective February
25, 2026, Mr. Jones was appointed to the Board’s Audit Committee, serving as interim chair of the Audit Committee. Mr. Jones was
also appointed to the Board’s Compensation Committee, serving as interim chair of the Compensation Committee.
On February 25, 2026, in connection
with their appointments to the Board, each of the members of the Board entered into the Letter Agreement in the form filed as Exhibit
10.4 hereto.
On February 25, 2026, the
Company entered into indemnity agreements with each of the directors and officers of the Company that require the Company to indemnify
each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current
Report on Form 8-K and incorporated herein by reference.
In February 2026, the Sponsor
transferred 30,000 Class B ordinary shares of the Company, par value $0.0001 per share, to Mr. Jones at their original purchase price.
The Company will reimburse its directors for reasonable out-of-pocket expenses related to identifying, investigating, negotiating and
completing an initial business combination.
Other than the foregoing,
none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,
nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to the Amended and Restated Memorandum
and Articles of Association; Change in Fiscal Year.
On February 25, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on February 25, 2026. The
terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated
herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
A total of $250,000,000 of
the proceeds from the IPO and the sale of the Private Placement Shares (which amount includes $13,750,000 of the underwriter’s deferred
discount), was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to $500,000 per year (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 the IPO 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 IPO (the “Completion Window”)),
plus additional amounts of interest earned on the funds held in the trust account that may be released to the Company to pay its 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 the
Company and which shall not be subject to the $500,000 annual limitation (or $125,000 limitation) described above), and up to $100,000
of dissolution expenses, if any, the interest earned on the proceeds from the IPO and the sale of the Private Placement Shares held in
the trust account will not be released from the trust account until the earliest of (a) the completion of the Company’s initial
business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s
Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to
allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares if the Company
does not complete its initial business combination within the Completion Window, or such earlier liquidation date as the Company’s
board of directors may approve, or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial
business combination activity and (c) the redemption of all of the Company’s public shares if the Company is unable to complete
its business combination within the Completion Window, or such earlier liquidation date as the Company’s board of directors may
approve, subject to applicable law.
On February 25, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On February 27, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 25, 2026, by and between the Company and Deutsche Bank Securities Inc. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, dated February 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated February 25, 2026 among the Company, the Sponsor and certain other security holders named therein. |
| |
|
|
| 10.3 |
|
Private Placement Shares Purchase Agreement, dated February 25, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Letter Agreement, dated February 25, 2026, by and between the Company and each of its officers and directors, and the Sponsor. |
| |
|
|
| 10.5 |
|
Administrative Services Agreement, dated February 25, 2026 between the Company and FIG LLC. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement, dated February 25, 2026, between the Company and each of its officers and directors. |
| |
|
|
| 99.1 |
|
Press Release, dated February 25, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated February 27, 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 2, 2026
Exhibit 99.1
Fortress Value Acquisition Corp. V Announces
Pricing of
$250 Million Initial Public Offering
NEW YORK, NY, February 25, 2026 – Fortress Value Acquisition
Corp. V (the “Company”), a blank check company sponsored by an affiliate of Fortress Investment Group LLC and formed for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses, today announced the pricing of its initial public offering of 25,000,000 Class A ordinary shares at a price of
$10.00 per share. The Class A ordinary shares will be listed on the Nasdaq Global Market and trade under the ticker symbol “FVAV”
beginning February 26, 2026.
Deutsche Bank Securities Inc. is serving as the
sole underwriter for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Class
A ordinary shares to cover over-allotments, if any.
The offering is being made only by means of a
prospectus. When available, copies of the prospectus may be obtained from Deutsche Bank Securities Inc., Attn: Prospectus Department,
1 Columbus Circle, New York, New York 10019, telephone: 800-503-4611 or email: prospectus.cpdg@db.com.
A registration statement relating to the securities
has been declared effective by the Securities and Exchange Commission (“SEC”) on February 25, 2026. 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 proposed initial public offering and the anticipated use of the
net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or 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
preliminary prospectus for the Company’s offering filed with the 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
Exhibit 99.2
Fortress Value Acquisition Corp. V Announces
Closing of
$250,000,000 Initial Public Offering
NEW YORK, NY, February 27, 2026 – Fortress Value Acquisition
Corp. V (the “Company”), a blank check company sponsored by an affiliate of Fortress Investment Group LLC and formed for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses, today announced the closing of its initial public offering of 25,000,000 Class A ordinary shares. The offering
was priced at $10.00 per share, resulting in gross proceeds of $250,000,000, before deducting underwriting discounts and commissions and
other offering expenses payable by the Company.
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. is serving as the
sole underwriter for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Class
A ordinary shares to cover over-allotments, if any. The offering was made only by means of a prospectus, copies of which may be obtained
from Deutsche Bank Securities Inc., Attn: Prospectus Department, 1 Columbus Circle, New York, New York 10019, telephone: 800-503-4611
or email: prospectus.cpdg@db.com.
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 preliminary 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
