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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 12, 2026
GSR V Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43290 |
|
N/A |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
5900 Balcones Drive, Suite 100
Austin, TX 78731 |
|
78731 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(914-369-4400)
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communication 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-commencements 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 |
| Units, each consisting of one Class A ordinary share and one-seventh of one right |
|
GSRVU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary share, par value $0.0001 per share |
|
GSRV |
|
The Nasdaq Stock Market LLC |
| Rights, each whole right entitling the holder to receive one Class A ordinary share |
|
GSRVR |
|
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 May 15, 2026, GSR V Acquisition
Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the
“Units”). In connection with the closing, the underwriter fully exercised its over-allotment option to purchase 3,000,000
additional Units (the “OA Option”) for an aggregate of 23,000,000 Units sold. Each Unit consists of one Class A ordinary
share, par value $0.0001 per share (“Class A Ordinary Share”), of the Company and one-seventh of one right (the “Rights”),
with each whole right entitling the holder thereof to receive one whole Class A Ordinary Share. The Units were sold at a price of $10.00
per Unit, generating gross proceeds to the Company of $230,000,000.
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 on Form S-1 (File No. 333-295415) (the “Registration Statement”):
| |
● |
an Underwriting Agreement, dated May 13, 2026, (the “Underwriting Agreement”), among the Company and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC and The Benchmark Company, LLC, as representatives of the underwriter named therein (the “Underwriter”), attached hereto as Exhibit 1.1 and incorporated herein by reference; |
| |
● |
Amended and Restated Memorandum and Articles of Association of the Company, attached hereto as Exhibit 3.1 and incorporated herein by reference; |
| |
● |
a Rights Agreement, dated May 13, 2026, between the Company and Odyssey Transfer and Trust Company, as Rights agent, attached hereto as Exhibit 4.1 and incorporated by reference herein |
| |
● |
a Letter Agreement, dated May 13, 2026, among the Company, its officers and directors, GSR V Sponsor LLC (the “Sponsor”) and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC attached hereto as Exhibit 10.1 and incorporated herein by reference; |
| |
● |
an Investment Management Trust Agreement, dated May 13, 2026, between the Company and Odyssey Transfer and Trust Company, as trustee, attached hereto as Exhibit 10.2 and incorporated herein by reference; |
| |
● |
a Registration Rights Agreement, dated May 13, 2026, among the Company and certain security holders named therein, attached hereto as Exhibit 10.3 and incorporated herein by reference; |
| |
● |
a Private Placement Unit Purchase Agreement, dated May 13, 2026, between the Company and the Sponsor (the “Sponsor Private Placement Unit Purchase Agreement”), attached hereto as Exhibit 10.4 and incorporated herein by reference; |
| |
● |
a Private Placement Unit Purchase Agreement, dated May 13, 2026, between the Company and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC (the “Underwriter Private Placement Unit Purchase Agreement”), attached hereto as Exhibit 10.5 and incorporated herein by reference; |
| |
● |
Administrative Services Agreement, dated May 13, 2026, between the Company and the Sponsor, attached hereto as Exhibit 10.6 and incorporated herein by reference; |
| |
● |
Indemnity Agreement, dated May 13, 2026, between the Company and Gus Garcia attached hereto as Exhibit 10.7 and incorporated herein by reference; |
| |
● |
Indemnity Agreement, dated May 13, 2026, between the Company and Lewis Silberman, attached hereto as Exhibit 10.8 and incorporated herein by reference; |
| |
● |
Indemnity Agreement, dated May 13, 2026, between the Company and Anantha Ramamurti, attached hereto as Exhibit 10.9 and incorporated herein by reference; |
| |
● |
Indemnity Agreement, dated May 13, 2026, between the Company and Yuya Orime, attached hereto as Exhibit 10.10 and incorporated herein by reference; |
| |
● |
Indemnity Agreement, dated May 13, 2026, between the Company and Jody Sitkoski, attached hereto as Exhibit 10.11 and incorporated herein by reference; |
| |
● |
Indemnity Agreement, dated May 13, 2026, between the Company and Susie Kuan, attached hereto as Exhibit 10.12 and incorporated herein by reference; and |
| |
● |
Indemnity Agreement, dated May 13, 2026, between the Company and Jonathan Cole, attached hereto as Exhibit 10.13 and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Unit Purchase Agreement and the Underwriter Private Placement Unit Purchase Agreement,
the Company completed the private sale of an aggregate of 671,000 private placement units (the “Private Placement Units”)
to the Sponsor and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC at a purchase price of $10.00 per Private Placement Unit,
generating gross proceeds to the Company of approximately $6,710,000. The Private Placement Units are identical to the Units sold in the
IPO and OA Option, subject to certain limited exceptions, and will be subject to transfer restrictions until 30 days following the consummation
of the Company’s initial business combination. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended, as the transactions did not involve a public offering.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026, in
connection with the IPO, Jonathan Cole, Jody Sitkoski, and Susie Kuan (together with Gus Garcia, Lewis Silberman and Anantha
Ramamurti, the “Directors”) were appointed to the board of directors of
the Company (the “Board”). Effective May 13, 2026, each of Mr. Cole, Mr.
Sitkoski and Ms. Kuan was also appointed to the audit committee of the Board, with Ms. Kuan serving as the chair of the audit
committee. Effective May 13, 2026, each of each of Mr. Cole, Mr. Sitkoski and Ms. Kuan was also appointed to the compensation
committee of the Board, with Mr. Sitkoski serving as the chair of the compensation committee.
On May 12, 2026, the Sponsor
transferred 20,000 of the Company’s Class B ordinary shares, par value $0.0001 per share, to each of Mr. Cole, Mr. Sitkoski and
Ms. Kuan. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their
roles as directors.
Following the appointments
of Mr. Cole, Mr. Sitkoski and Ms. Kuan, the Board is comprised of three classes. The term of office of the first class of directors, consisting
of Mr. Sitkoski and Ms. Kuan, will expire at our first annual meeting of stockholders. The term of office of the second class of directors,
consisting of Mr. Cole and Mr. Ramamurti, will expire at the second annual meeting of stockholders. The term of office of the third class
of directors, consisting of Mr. Garcia and Mr. Silberman, will expire at the third annual meeting of stockholders.
The Company has entered into
indemnity agreements with the Directors, Co-Chief Executive Officers, Chief Financial Officer and Chief Business Development Officer of
the Company, each dated May 13, 2026. 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 Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On May 13, 2026, the Company
filed its Amended and Restated Memorandum and Articles of Association in the Cayman Islands. 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 is incorporated by reference herein.
Item 8.01. Other Events.
On May 15, 2026, a total
of $230,000,000, comprised of $224,600,000 of the net proceeds from the IPO and $5,400,000 of the net proceeds from the sale of the Private Placement
Units, were placed into a segregated trust account located in the United States with Odyssey Transfer and Trust Company acting as trustee.
Except with respect to interest earned on the funds held in the trust account that may be released to us for permitted withdrawals, if
any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion
of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow
redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 18 (or up to 21 months at the discretion of the Sponsor) from the closing of the IPO or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of
our public shares if we have not completed an initial business combination within 18 months (or up to 21 months at the discretion of
the Sponsor), from the closing of the IPO, subject to applicable law.
On May 13, 2026, the Company
issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the
IPO, which occurred on May 13, 2026. On May 15, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K, announcing the closing of the IPO.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibits |
| |
|
| 1.1 |
|
Underwriting Agreement, dated May 13, 2026, among the Company and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC and The Benchmark Company, LLC, as representative of the underwriter named therein. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Rights Agreement, dated May 13, 2026, between the Company and Odyssey Transfer and Trust Company, as Rights agent. |
| 10.1 |
|
Letter Agreement, dated May 13, 2026, among the Company, its officers and directors, the Sponsor and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC. |
| 10.2 |
|
Investment Management Trust Agreement, dated May 13, 2026, between the Company and Odyssey Transfer and Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated May 13, 2026, among the Company, the Sponsor, SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC and certain security holders named therein. |
| 10.4 |
|
Private Placement Unit Purchase Agreement, dated May 13, 2026, between the Company and the Sponsor. |
| 10.5 |
|
Private Placement Unit Purchase Agreement, dated May 13, 2026, between the Company and SPAC Advisory Partners LLC dba Polaris Advisory Partners LLC. |
| 10.6 |
|
Administrative Services Agreement, dated May 13, 2026, between the Company and the Sponsor. |
| 10.7 |
|
Indemnity Agreement, dated May 13, 2026, between the Company and Gus Garcia. |
| 10.8 |
|
Indemnity Agreement, dated May 13, 2026, between the Company and Lewis Silberman. |
| 10.9 |
|
Indemnity Agreement, dated May 13, 2026, between the Company and Anantha Ramamurti. |
| 10.10 |
|
Indemnity Agreement, dated May 13, 2026, between the Company and Yuya Orime. |
| 10.11 |
|
Indemnity Agreement, dated May 13, 2026, between the Company and Jody Sitkoski. |
| 10.12 |
|
Indemnity Agreement, dated May 13, 2026, between the Company and Susie Kuan. |
| 10.13 |
|
Indemnity Agreement, dated May 13, 2026, between the Company and Jonathan Cole. |
| 99.1 |
|
Press Release dated May 13, 2026 |
| 99.2 |
|
Press Release dated May 15, 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.
| |
GSR V Acquisition Corp. |
| |
|
|
| Date: May 18, 2026 |
By: |
/s/ Gus Garcia |
| |
Name: |
Gus Garcia |
| |
Title: |
Co-Chief Executive Officer |
Exhibit 99.1
GSR
V Acquisition Corp. Announces the Pricing of its $200.0 Million Initial Public Offering
New
York, NY, May 13, 2026 (GLOBE NEWSWIRE) -- GSR V Acquisition Corp. (NASDAQ: GSRV) (“GSRV” or the “Company”) announced
today the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit, for aggregate gross proceeds of $200,000,000.
The
units will be listed on the Nasdaq Global Market LLC (“Nasdaq”) and begin trading tomorrow, May 14, 2026, under the ticker
symbol “GSRVU.” Each unit consists of one of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”)
and one-seventh (1/7th) of one right (the “Rights”), with each whole right entitling the holder thereof to receive
one Class A Ordinary Share upon the consummation of an initial business combination. No fractional rights will be issued upon separation
of the units and only whole rights will trade. Once the securities comprising the units begin separate trading, the Class A Ordinary
Shares and Rights are expected to be listed on the Nasdaq under the symbols “GSRV” and “GSRVR,” respectively.
The offering is expected to close May 15, 2026, subject to customary closing conditions. GSRV has granted the underwriters a 45-day option
to purchase up to an additional 3,000,000 units, at the initial public offering price to cover over-allotments, if any.
Polaris
Advisory Partners LLC, a division of Kingswood Capital Partners LLC (“Polaris”), and The Benchmark Company, LLC (“Benchmark”)
are acting as joint bookrunners for the initial public offering. Polaris is a financial advisory firm wholly owned and controlled by
the management of GSRV. Consequently, Benchmark acted as a Qualified Independent Underwriter on the transaction.
A
registration statement related to these securities has been filed on Form S-1 with the Securities and Exchange Commission and became
effective on May 13, 2026 (File No. 333-295415). The offering is being made only by means of a prospectus. Copies of the prospectus may
be obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by
calling 212-487-1080 or emailing Syndicate@kingswoodUS.com. 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 an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
GSR V Acquisition Corp.
GSRV
is a newly incorporated, blank check company formed in the Cayman Islands for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may
pursue an initial business combination target in any business or industry, it intends to identify companies with compelling public-market
narratives, high visibility of growth prospects, and attractive cash flow dynamics now or in the near future, where a public listing,
financing from an initial business combination and access to public capital markets will enable the target to build on its competitive
advantages and allow the target company to further accelerate its growth profile.
The
Company’s management team is comprised of co-CEOs Mr. Gus Garcia and Mr. Lewis Silberman, President & CFO Mr. Anantha Ramamurti,
and CBDO Mr. Yuya Orime.
Forward-Looking
Statements
This
press release includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties,
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 offering filed with the SEC, any of which could cause actual results to differ
from such forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect
thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
###
Company
contact:
Anantha
Ramamurti
President & CFO
anantha@gsrspac.com
Exhibit 99.2
GSR
V Acquisition Corp. Announces the Closing of its $230 Million Initial Public Offering, Including Full-Exercise Of Over-Allotment Option
New
York, NY, May 15, 2026 (GLOBE NEWSWIRE) -- GSR V Acquisition Corp. (NASDAQ: GSRV) (“GSRV” or the “Company”) announced
today that it closed its initial public offering of 23,000,000 units at a price of $10.00 per unit, for aggregate gross proceeds of $230,000,000.
The offering size reflects the full exercise of the underwriter’s over-allotment option. Each unit consists of one of the Company’s
Class A ordinary shares (the “Class A Ordinary Shares”) and one-seventh (1/7th) of one right (the “Rights”),
with each whole right entitling the holder thereof to receive one Class A Ordinary Share upon the consummation of an initial business
combination. No fractional rights will be issued upon separation of the units and only whole rights will trade.
The
units are listed on the Nasdaq Global Market LLC (“Nasdaq”) and began trading under the ticker symbol “GSRVU”
on May 14, 2026. Once the securities comprising the units begin separate trading, the Class A Ordinary Shares and Rights are expected
to be listed on the Nasdaq under the symbols “GSRV” and “GSRVR,” respectively.
Polaris
Advisory Partners LLC, a division of Kingswood Capital Partners LLC (“Polaris”), and The Benchmark Company, LLC (“Benchmark”)
acted as joint bookrunners for the initial public offering. Polaris is a financial advisory firm wholly owned and controlled by the management
of GSRV. Consequently, Benchmark acted as a Qualified Independent Underwriter on the transaction.
A
registration statement related to these securities has been filed on Form S-1 with the Securities and Exchange Commission and became
effective on May 13, 2026 (File No. 333-295415). The offering is being made only by means of a prospectus. Copies of the prospectus may
be obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by
calling 212-487-1080 or emailing Syndicate@kingswoodUS.com. 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 an offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About
GSR V Acquisition Corp.
GSRV
is a newly incorporated, blank check company formed in the Cayman Islands for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may
pursue an initial business combination target in any business or industry, it intends to identify companies with compelling public-market
narratives, high visibility of growth prospects, and attractive cash flow dynamics now or in the near future, where a public listing,
financing from an initial business combination and access to public capital markets will enable the target to build on its competitive
advantages and allow the target company to further accelerate its growth profile.
The
Company’s management team is comprised of co-CEOs Mr. Gus Garcia and Mr. Lewis Silberman, President & CFO Mr. Anantha Ramamurti,
and CBDO Mr. Yuya Orime.
Forward-Looking
Statements
This
press release includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties,
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 offering filed with the SEC, any of which could cause actual results to differ
from such forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect
thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
###
Company
contact:
Anantha Ramamurti
President & CFO
anantha@gsrspac.com