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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):
May 27, 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: () 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2026, the Board
of Directors (the “Board”) of Fortress Value Acquisition Corp. V (the “Company”) appointed Karen Park to serve
as a director of the Company, effective immediately. The Board also appointed Ms. Park to serve as a member of the Audit Committee and
Compensation Committee, having previously determined that Ms. Park satisfied all applicable requirements to serve on each such committee,
including without limitation the applicable independence requirements of the Nasdaq Stock Market LLC and the Securities Exchange Act of
1934, as amended. Following the appointment of Ms. Park, the Company’s Audit Committee and Compensation Committee each consists
of Tripp Jones and Karen Park.
Ms. Park, age 52, is an attorney
at Zukerman Gore Brandeis & Crossman, LLP, a law firm based in New York where she serves as partner and advises companies, private
equity firms, and investment funds in complex restructuring and M&A transactions. Ms. Park has over 16 years of experience in finance
and investments across private equity, funds and liquidating portfolio companies. Ms. Park received her B.A. from the University of Waterloo,
J.D. from the University of Toronto and M.B.A. from Columbia Business School. Previously, she founded her own law firm that focused on
serving entrepreneurs, founders and investors in matters related to corporate bankruptcy, debt/equity restructuring and operational wind
down. Ms. Park is well-qualified to serve as a member of the Board due to her significant experience in finance and investing.
There are no arrangements
or understandings between Ms. Park and any other person pursuant to which she was elected as a director of the Company, and there are
no family relationships between Ms. Park and any of the Company’s other directors or executive officers.
In connection with Ms. Park’s
appointment, she and the Company entered into (i) an indemnification agreement and (ii) a joinder to each of the letter agreement and
the registration rights agreement, each dated as of February 25, 2026, entered into by the Company with its directors (and the other parties
thereto) in connection with the Company’s initial public offering. Each of the director indemnification agreement, the letter agreement
and the registration rights agreement was described in, and the forms of which were filed as exhibits to, the Company’s registration
statement relating to the Company’s initial public offering (File No. 333- 293340).
In connection with her
appointment as a director of the Company, Ms. Park will receive 30,000 founder shares from the Company’s sponsor, Fortress
Value Acquisition Sponsor V LLC.
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: May 27, 2026