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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):
October 2, 2026
Thunder Bridge Capital Partners V, Ltd.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43446 |
|
N/A |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
9912 Georgetown Pike, Suite D203
Great Falls, Virginia |
|
22066 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(202)
431-0507
(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-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 |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
TBCVU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
TBCV |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share for $11.50 per share |
|
TBCVW |
|
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.
Separate Trading of Units, Class A Ordinary
Shares and Warrants
On October 2, 2026, Thunder
Bridge Capital Partners V, Ltd. (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 that, commencing October 5, 2026, holders of the units (the “Units”) sold in
the Company’s initial public offering completed on August 14, 2026 may elect to separately trade the Company’s Class A ordinary
shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and redeemable warrants (the “Warrants”)
included in the Units. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable Warrant, and each whole warrant
entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to certain adjustments. The
Class A Ordinary Shares and Warrants that are separated will trade on The Nasdaq Global Market (“Nasdaq”) under the symbols
“TBCV” and “TBCVW,” respectively. Those Units not separated will continue to trade on Nasdaq under the symbol
“TBCVU.” Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the
Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release, dated October 2, 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.
| |
Thunder Bridge Capital Partners V, Ltd. |
| |
|
|
| Date: October 2, 2026 |
By: |
/s/ Gary A. Simanson |
| |
Name: |
Gary A. Simanson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Thunder Bridge Capital Partners V, Ltd. Announces
Separate Trading of its Class A
Ordinary Shares and Warrants, Commencing October 5, 2026
Great Falls, VA, Oct. 02, 2026 (GLOBE NEWSWIRE)
-- Thunder Bridge Capital Partners V, Ltd. (the “Company”) announced today that, commencing October 5, 2026, holders
of the 30,015,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A
ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq
Global Market (“Nasdaq”) under the symbols “TBCV” and “TBCVW”, respectively. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on Nasdaq
under the symbol “TBCVU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust
Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to these securities
has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on August 12, 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 the units and the
underlying 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.
The Company is a blank check company formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. While the Company may pursue an initial business combination in any industry or geographic location,
the Company intends to concentrate its search on high potential businesses based in the United States. The Company is led by Chief Executive
Officer Gary A. Simanson.
The initial public offering was made only by means
of a prospectus. Copies of the prospectus may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East
59th Street, New York, New York 10022; Email: prospectus@cantor.com, or by accessing the SEC’s website, www.sec.gov.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements.” 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 final
prospectus for the initial public 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.
Contact
Gary A. Simanson
gsimanson@thunderbridge.us