Exhibit
99.1
INDEX
TO FINANCIAL STATEMENT
Financial
Statement for Thunder Bridge Capital Partners V, Ltd.:
| |
|
Page |
| Report
of Independent Registered Public Accounting Firm (PCAOB ID Number 248) |
|
F-2 |
| Balance Sheet as of August 14, 2026 |
|
F-3 |
| Notes to Financial Statement |
|
F-4 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Thunder Bridge Capital Partners V, Ltd.
Opinion on the financial statement
We have audited the accompanying balance sheet
of Thunder Bridge Capital Partners V, Ltd. (a Cayman Islands corporation) (the “Company”) as of August 14, 2026, and the related
notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in
all material respects, the financial position of the Company as of August 14, 2026, in conformity with accounting principles generally
accepted in the United States of America.
Basis for opinion
This financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to
assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor
since 2026.
Philadelphia, Pennsylvania
August 20, 2026
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
BALANCE
SHEET
AUGUST
14, 2026
| Assets | |
| |
| Current assets | |
| |
| Cash | |
$ | 1,361,886 | |
| Prepaid expenses | |
| 161,645 | |
| Total current assets | |
| 1,523,531 | |
| Cash held in Trust Account | |
| 300,150,000 | |
| Total Assets | |
$ | 301,673,531 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | |
| Current liabilities | |
| | |
| Accrued expenses | |
$ | 25,000 | |
| Accrued offering costs | |
| 117,325 | |
| Total current liabilities | |
| 142,325 | |
| Deferred underwriting fee | |
| 12,789,000 | |
| Total Liabilities | |
| 12,931,325 | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,015,000 shares at redemption value of $10.00 per share | |
| 300,150,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 747,000 shares issued and outstanding (excluding 30,015,000 shares subject to possible redemption) | |
| 75 | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,503,750 shares issued and outstanding | |
| 750 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (11,408,619 | ) |
| Total Shareholders’ Deficit | |
| (11,407,794 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 301,673,531 | |
The
accompanying notes are an integral part of this financial statement.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Thunder
Bridge Capital Partners V, Ltd. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company
on June 4, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not
selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions,
directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As
of August 14, 2026, the Company had not commenced any operations. All activity for the period from June 4, 2024 (inception) through
August 14, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which
is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the
earliest. The Company will generate non-operating income in the form of interest and/or dividend income from the proceeds derived from
the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
Company’s sponsor is TBCP V, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public
Offering was declared effective on August 12, 2026. On August 14, 2026, the Company consummated the Initial Public Offering of 30,015,000
units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public
Shares”) which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,915,000 Units,
at $10.00 per Unit, generating gross proceeds of $300,150,000. Each Unit consists of one Class A ordinary share, and one-third of one
redeemable warrant (“Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share
at a price of $11.50 per share, subject to adjustment.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 747,000 private placement units (the “Private
Placement Units”), at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and to Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters in the Initial Public Offering, generating gross proceeds of
$7,470,000. Of those 747,000 Private Placement Units, the Sponsor purchased 447,000 Private Placement Units and Cantor Fitzgerald &
Co. purchased 300,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement
Share”) and one-third of one warrant (“Private Placement Warrant”). Each whole Private Placement Warrant entitles the
holder to purchase one Class A ordinary share at a price of $11.50 per share.
Transaction
costs amounted to $18,663,553, consisting of $5,220,000 of cash underwriting fee, $12,789,000 of deferred underwriting fee and $654,553
of other offering costs.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward
completing a Business Combination. The Company must complete its initial Business Combination with one or more operating businesses or
assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding income interest
earned on the Trust Account and released to the Company for working capital, subject to a limit of $500,000 per year, or to pay taxes,
collectively referred to as “permitted withdrawals” and the deferred underwriting commissions). The Company will only complete
a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There
is no assurance that the Company will be able to successfully effect a Business Combination.
Following
the closing of the Initial Public Offering on August 14, 2026, an amount of $300,150,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units was placed in a trust account
(“Trust Account”) and will be invested or held either (i) in U.S. government treasury obligations with a
maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment
Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an
interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company. To mitigate the risk that
the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer
the Company holds investments in the Trust Account, the Company may, at any time instruct the trustee to liquidate the investments
held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit
account. No later than 24 months after the closing of the Initial Public Offering, the amounts held in the Trust Account will
be held as cash or cash equivalents, including in demand deposit accounts.
The
Company will provide its shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, the initial
Business Combination, all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in
connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as
to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company,
solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in
the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of the initial Business
Combination, including interest (which interest shall be net of taxes payable). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company’s warrants.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
The
Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the
Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
If
the Company seeks shareholder approval in connection with the initial Business Combination, it will complete its initial Business Combination
only if it obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority
of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required under applicable law
or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the
Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender
offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing
the initial Business Combination. If the Company seeks shareholder approval in connection with the initial Business Combination, the
initial shareholders, officer and directors have agreed (and their permitted transferees will agree) to vote any Founder Shares (as defined
in Note 5), Private Placement Shares and any Public Shares held by them in favor of the initial Business Combination and to waive
their redemption rights with respect to any such shares in connection with the consummation of the initial Business Combination. Additionally,
each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote
for or against a proposed Business Combination.
Notwithstanding
the foregoing redemption rights, if the Company seeks shareholder approval of the initial Business Combination and it does not conduct
redemptions in connection with the initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated
Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other
person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The
Sponsor and Company’s officers and directors have agreed to waive (a) their redemption rights with respect to any Founder
Shares, Private Placement Shares and Public Shares held by them, as applicable, in connection with the completion of the initial Business
Combination; (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by
them in connection with a shareholder vote to amend the 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 the initial Business Combination or
to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined
below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;
and (c) their rights to liquidating distributions from the Trust Account with respect to the Founder Shares or Private Placement
Shares they hold if the Company fails to complete the initial Business Combination.
The
Company will have until 24 months from the closing of the Initial Public Offering (the “Combination Period”) to complete
a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days
thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses and net of permitted
withdrawals and taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s
board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
The
Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails
to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial
Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete
a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the
assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products
sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each
case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a
third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the
Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is
deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party
claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of
America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Liquidity
and Capital Resources
The
Company’s liquidity needs up to August 14, 2026 had been satisfied through the loan under an unsecured promissory note from the
Sponsor of up to $300,000 (see Note 5). As of August 14, 2026, the Company had $1,361,886 in cash and working capital of $1,381,206.
In
order to finance transaction costs in connection with the initial Business Combination, either of the Sponsor, any of their respective
affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required
(“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working
Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid
only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at the time of the initial
Business Combination at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement
Units issued to the Sponsor. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined
and no written agreements exist with respect to such loans. As of August 14, 2026, the Company had no borrowings under the Working Capital
Loans. In addition, the Company may withdraw income interest earned on the Trust Account for working capital, subject to a limit of $500,000
per year, or to pay taxes.
In
connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation
of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet
the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have
insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Combination Period
to complete the initial Business Combination. Management has determined that based on the completion of the Initial Public Offering,
the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the
accompanying financial statement.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Use
of Estimates
The
preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of August 14, 2026, the Company had $1,361,886 in cash and no cash equivalents.
Cash
Held in Trust Account
As
of August 14, 2026, the assets held in the Trust Account, amounting to $300,150,000, were held in cash.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial
institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not
experienced losses on this account and management believes the Company is not exposed to significant risks on such
accounts.
Offering
Costs
The
Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin
Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration
fees that are directly related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other
Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The
Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares
and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and
then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs
allocated to Public Warrants (as described in Note 3) and Private Placement Units were charged to shareholders’
deficit as the warrants associated with the Initial Public Offering and private placement, after management’s evaluation, were
accounted for under equity treatment.
Income
Taxes
The
Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes”. FASB ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets
and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. FASB ASC 740
additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets
will not be realized.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
FASB
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and
prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August 14, 2026.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair
Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term
nature except for warrants (Note 8).
Warrant
Instruments
The
Company accounts for the Public Warrants and the Private Placement Warrants issued in the private placement being conducted simultaneously
with the closing of the Initial Public Offering in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives
and Hedging”. Accordingly, the Company evaluated the terms of the warrant instruments and determined they meet the criteria for
equity treatment at their assigned values upon their issuance. As of August 14, 2026, there were 10,254,000 warrants currently issued
and outstanding.
Class
A Ordinary Shares Subject to Possible Redemption
The
Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In
accordance with FASB ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption
provisions are not solely within the control of the Company. The Company will recognize changes in redemption value immediately as they
occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. The
change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available)
and accumulated deficit. Accordingly, as of August 14, 2026, Class A ordinary shares subject to possible redemption are presented at
redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of
August 14, 2026, the Public Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 300,150,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (4,402,200 | ) |
| Public Shares issuance cost | |
| (18,374,159 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 22,776,359 | |
| Class A ordinary shares subject to possible redemption, August 14, 2026 | |
$ | 300,150,000 | |
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recently
Issued Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statement.
NOTE
3 — INITIAL PUBLIC OFFERING
Pursuant
to the closing of the Initial Public Offering on August 14, 2026, the Company sold 30,015,000 Units, which includes the full exercise
by the underwriters of their over-allotment option of 3,915,000, at a purchase price of $10.00 per Unit, generating gross proceeds of
$300,150,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable Public Warrant. Each whole Public
Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
NOTE
4 — PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering on August 14, 2026, the Sponsor and Cantor purchased an aggregate of 747,000 Private
Placement Units, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $7,470,000. Of those 747,000 Private
Placement Units, the Sponsor purchased 447,000 Private Placement Units and Cantor purchased 300,000 Private Placement Units. Each
Private Placement Unit consists of one Class A ordinary share and one-third of one Private Placement Warrant. Each whole Private Placement
Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
The
Private Placement Units are identical to the Public Units sold in the Initial Public Offering, so long as they are held by the Sponsor,
Cantor, or their permitted transferees. The Private Placement Units (i) may not (including the Class A ordinary shares issuable upon
exercise of the warrants contained in the Private Placement Units), subject to certain limited exceptions, be transferred, assigned or
sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights
and (iii) with respect to Private Placement Units held by Cantor, will not be exercisable more than five years from the commencement
of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).
NOTE
5 — RELATED PARTY TRANSACTIONS
Founder
Shares
On
May 20, 2026, the Company issued 7,503,750 Class B ordinary shares (the “Founder Share” and collectively with any
future Class B ordinary shares, the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000, or
approximately $0.003 per share. Up to 978,750 of the Class B ordinary shares may be surrendered for no consideration depending on
the extent to which the underwriters’ over-allotment is exercised. On August 14, 2026, the underwriters exercised their over-allotment
option in full as part of the closing of the Initial Public Offering. As a result, the 978,750 Founder Shares are no longer subject to
forfeiture.
The
Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:
(A) six months after the completion of the initial Business Combination; and (B) subsequent to the initial Business
Combination (x) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the Company’s initial business combination or (y), the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property.
Administrative
Services Agreement
Commencing
on August 12, 2026, the date on which the Company’s securities are listed on Nasdaq, the Company agreed to pay the Sponsor or an
affiliate of the Sponsor a total of $30,000 per month for office space, utilities and shared personnel support services. Upon completion
of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of August 14, 2026, the
Company paid the Sponsor an amount of $60,000 with $30,000 of which already incurred and expensed pursuant to this agreement.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
5 — RELATED PARTY TRANSACTIONS (cont.)
Advisory
Agreement
Commencing
on August 12, 2026, the date on which the Company’s securities are listed on Nasdaq, the Company agreed to pay to an affiliate
of the Company’s Chief Executive Officer, a total of $30,000 per month for advisory services. Upon completion of the initial Business
Combination or its liquidation, the Company will cease paying these monthly fees. On August 14, 2026, the Company paid the Chief Executive
Officer an amount of $60,000 with $30,000 of which already incurred and expensed pursuant to this agreement.
Working
Capital Loans
In
order to finance transaction costs in connection with the initial Business Combination, either of the Sponsor, any of their respective
affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required.
If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the
Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust
Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to
$1,500,000 of such Working Capital Loans may be convertible into units at the time of the initial Business Combination at a price of
$10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units issued to the Sponsor.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. As of August 14, 2026, the Company had no borrowings under the Working Capital Loans.
NOTE
6 — COMMITMENTS AND CONTINGENCIES
Risks
and Uncertainties
The
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from
the ongoing Russia-Ukraine conflict, the conflict between Venezuela and the U.S., and the conflicts in the Middle East. In response to
the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces
to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions
and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions
from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States,
have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions
among a number of nations. The invasion of Ukraine by Russia, the Israel-Hamas conflict and an escalation of the conflict in the Middle
East and Iran and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the
United Kingdom, the European Union, Iran, Israel and its neighboring states and other countries have created global security concerns
that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly
unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets,
as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions
could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any
of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions
resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions,
could adversely affect the Company’s search for an initial business combination and any target business with which the Company
may ultimately consummate an initial Business Combination.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
6 — COMMITMENTS AND CONTINGENCIES (cont.)
Registration
Rights
The
holders of the Founder Shares, Private Placement Units, and any units that may be issued upon conversion of the Working Capital Loans
(and any Class A ordinary shares issuable as part of the Private Placement Units, units issued upon conversion of the Working Capital
Loans, and Class A ordinary shares issuable upon exercise of the Private Placement Warrants and upon conversion of the Founder Shares)
were entitled to registration rights pursuant to the registration rights agreement signed on August 12, 2026, the effective date of Initial
Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion
to the Company’s Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding
short form registration demands, that the Company register such securities. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to the completion of its initial Business Combination and
rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the
registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration
statement to become effective until termination of the applicable lock-up period. Notwithstanding the foregoing, Cantor and/or its designees
may not exercise their demand and “piggyback” registration rights after five years and seven years, respectively, after
the commencement of sales of the Initial Public Offering and may not exercise their demand rights on more than one occasion. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.
Legal
Services Agreement
On
March 13, 2024, the Company entered into an agreement, as amended on May 8, 2026, with Nelson Mullins Riley & Scarborough
LLP (“Nelson Mullins”) to provide legal services relating to the Company’s Initial Public Offering, in exchange for
an aggregate fee of $300,000. Upon the closing of the Initial Public Offering on August 14, 2026, the Company paid $300,000 to Nelson
Mullins pursuant to this agreement.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option to purchase up to 3,915,000 additional Units to cover over-allotments, if any.
On August 14, 2026, the underwriters exercised their over-allotment option in full, closing on the 3,915,000 additional Units simultaneously
with the Initial Public Offering.
The
underwriters were paid a cash underwriting discount of $5,220,000 upon the closing of the Initial Public Offering. Additionally, the
underwriters are entitled to a deferred underwriting commission of $12,789,000, payable to the underwriters only upon the consummation
of an initial Business Combination, subject to the terms of the underwriting agreement.
NOTE
7 — SHAREHOLDERS’ DEFICIT
Preference
Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with
such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of August 14, 2026, there were no preference shares issued or outstanding.
Class A
Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of
$0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of August 14, 2026, there were
747,000 Class A ordinary shares issued and outstanding, excluding the 30,015,000 shares subject to possible redemption.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
7 — SHAREHOLDERS’ DEFICIT (cont.)
Class B
Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value
of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of August 14, 2026,
there were 7,503,750 Class B ordinary shares issued and outstanding. Up to 978,750 of the Class B ordinary shares may be
surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised so that the
number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the Initial Public
Offering. On August 14, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial
Public Offering. As a result, 978,750 Founder Shares are no longer subject to forfeiture.
Only
holders of Class B ordinary shares will have the right to vote to appoint all of the Company’s directors and may remove members
of the board of directors for any reason prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B
ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except
as otherwise required by law.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary
shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related
to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A
ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to
waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the
sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares
and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked
securities issued, or to be issued, to any seller in a Business Combination.
Warrants — As
of August 14, 2026, there were 10,005,000 Public Warrants and 249,000 Private Placement Warrants issued and outstanding. Each whole warrant
entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein.
The warrants cannot be exercised until the later of 30 days after the completion of the initial Business Combination and 12 months
from the closing of the Initial Public Offering, and will expire at 5:00 p.m., New York City time, five years after the
completion of the initial Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have
no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of
the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is
current. No Public Warrants will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares
to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be
entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to
net cash settle any Public Warrant, or issue securities or other compensation in exchange for the Public Warrants in the event that the
Company is unable to register or qualify the shares underlying the Public Warrants under applicable state securities laws and no exemption
is available. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit
containing such Public Warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying
such unit.
Under
the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 15 business
days, after the closing of its initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration
statement for the Initial Public Offering or a new registration statement covering the issuance, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same
to become effective within 60 business days following the Company’s initial Business Combination and to maintain the effectiveness
of such registration statement, and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants
until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering
the Class A ordinary shares issuable upon exercise of the Public Warrants does not become effective within 60 business days
after the closing of the initial Business Combination, holders of Public Warrants will have the right, during any period thereafter when
there is no such effective registration statement, to exercise the Public Warrants on a cashless basis. Additionally, if, at the time
that a Public Warrant is exercised, the Company’s Class A ordinary shares are not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required
to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
If
the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the Public
Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number
of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A
ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the
volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior
to the date on which the notice of exercise is received by the warrant agent.
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
7 — SHAREHOLDERS’ DEFICIT (cont.)
Redemption
of Public Warrants: Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per Public Warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each Public Warrant holder; and |
| ● | if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions,
share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. |
Additionally,
if the number of issued and outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in
Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date
of such share capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on
exercise of each Public Warrant will be increased in proportion to such increase in the outstanding Class A ordinary shares. A
rights offering made to all holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a
price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of
Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such
rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in
such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for
securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A
ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of
Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first
date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.
NOTE
8 — FAIR VALUE MEASUREMENTS
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in
measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| |
● |
Level 1, defined
as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| |
|
|
| |
● |
Level 2, defined
as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for
similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| |
|
|
| |
● |
Level 3,
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
As
of August 14, 2026, the fair value of the Public Warrants is $4,402,200 or $0.44 per Public Warrant. The fair value of Public Warrants
was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will
not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used
in the Level 3 valuation of the Public Warrants:
| | |
August 14, 2026 | |
| Expected term to de-SPAC (years) | |
| 2.00 | |
| Probability of de-SPAC and market adjustment | |
| 24.00 | % |
| Risk-free rate (continuous) | |
| 4.42 | % |
| Implied Class A share price | |
$ | 9.85 | |
| Exercise price | |
$ | 11.50 | |
| Simulation term (years) | |
| 7.00 | |
| Selected volatility | |
| 22.50 | % |
| Redemption trigger price | |
$ | 18.00 | |
THUNDER
BRIDGE CAPITAL PARTNERS V, LTD.
NOTES
TO FINANCIAL STATEMENT
AUGUST
14, 2026
NOTE
9 — SEGMENT INFORMATION
FASB
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report, in their financial statements, information
about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of
an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial
information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group,
in deciding how to allocate resources and assess performance.
The
Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics
for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management
has determined that the Company only has one reportable segment.
The
CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported
on a statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets.
When
evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics
included in total assets, which include the following:
| | |
August 14, 2026 | |
| Cash | |
$ | 1,361,886 | |
| Prepaid expenses | |
$ | 161,645 | |
| Cash held in Trust Account | |
$ | 300,150,000 | |
The
CODM reviews the position of total assets as reported in the Company’s balance sheet to assess if the Company has sufficient resources
available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available to the Company.
NOTE
10 — SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement
was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statement.
