STOCK TITAN

Thunder Bridge CEO-linked entity buys 596K securities

Thunder Bridge Capital Partners V, Ltd. reported that TBCP V, LLC (the Sponsor), an entity managed and controlled by Chief Executive Officer and director Gary A. Simanson, , all held indirectly through the Sponsor.

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Form Type
4

Rhea-AI Filing Summary

Thunder Bridge Capital Partners V, Ltd. reported that TBCP V, LLC (the Sponsor), an entity managed and controlled by Chief Executive Officer and director Gary A. Simanson, , all held indirectly through the Sponsor. Each redeemable warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share after specified business-combination timing conditions, and may expire worthless if no initial business combination is completed within the completion window. The Sponsor originally purchased 447,000 private placement units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant. Mr. Simanson disclaims beneficial ownership of these securities except to the extent of any pecuniary interest he may have.

Insider Simanson Gary A, TBCP V, LLC
Role Chief Executive Officer | 10% Owner
Bought 596,000 shs
Type Security Shares Price Value
Purchase Redeemable Warrants F1, F3, F2 149,000 -- --
Purchase Class A ordinary shares F1, F2 447,000 -- --
holding Redeemable Warrants F3, F2 -- -- --
holding Class A ordinary shares F1, F2 -- -- --
Holdings After Transaction: Redeemable Warrants — 149,000 contracts (Indirect, See Footnote); Class A ordinary shares — 447,000 shares (Indirect, See Footnote); Redeemable Warrants — 149,000 contracts (Direct); Class A ordinary shares — 447,000 shares (Direct)
Footnotes (3)
  1. F1. In connection with the issuer's initial public offering, TBCP V, LLC (the "Sponsor") purchased 447,000 private placement units at $10.00 per unit, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant.
  2. F2. The securities are owned directly by the Sponsor. Mr. Simanson has an interest in the securities reported herein through his membership interest in the Sponsor. The Sponsor is managed and controlled by Gary A. Simanson, Chief Executive Officer and director of the issuer. Mr. Simanson is the controlling member of the Sponsor and exercises voting and dispositive control over the securities held by the Sponsor. Mr. Simanson disclaims any beneficial ownership of the securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
  3. F3. The warrants will become exercisable on the later of 30 days after the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering. If the issuer is unable to complete its initial business combination within the completion window, the warrants may expire worthless.
Class A ordinary shares held through Sponsor 447,000 shares Private placement units held by TBCP V, LLC, reported as indirect holdings
Redeemable warrants held 149,000 warrants Each warrant exercisable into one Class A ordinary share
Warrant exercise price $11.50 per share Exercise price for redeemable warrants into Class A ordinary shares
Private placement unit price $10.00 per unit Price paid by Sponsor for 447,000 private placement units
Total reported purchases (shares + warrants) 596,000 securities TransactionSummary net buy shares across Class A shares and underlying warrant shares
private placement units financial
"purchased 447,000 private placement units at $10.00 per unit, each consisting"
redeemable warrants financial
"one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant"
A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.
initial business combination financial
"on the later of 30 days after the completion of the issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
beneficial ownership financial
"Mr. Simanson disclaims any beneficial ownership of the securities reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions were reported for TBCVU in this Form 4?

The filing reports that the Sponsor, TBCP V, LLC, acquired 447,000 Class A ordinary shares and 149,000 redeemable warrants, all reported as indirect holdings associated with CEO Gary A. Simanson through his interest in the Sponsor.

How many Class A ordinary shares were involved in the TBCVU Form 4 filing?

The Sponsor holds 447,000 Class A ordinary shares of Thunder Bridge Capital Partners V, Ltd., originating from private placement units, with these shares reported as indirectly attributable to CEO Gary A. Simanson through his membership interest in the Sponsor.

What derivative securities were reported in the TBCVU Form 4?

The Form 4 discloses 149,000 redeemable warrants, each exercisable into one Class A ordinary share at $11.50 per share, held through the Sponsor and reported as part of Gary A. Simanson’s indirect interest in Thunder Bridge Capital Partners V, Ltd.

At what price were the TBCVU private placement units purchased by the Sponsor?

The Sponsor purchased 447,000 private placement units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant, forming the basis for the reported 447,000 shares and 149,000 warrants.

When can the TBCVU redeemable warrants reported in the Form 4 be exercised?

The warrants become exercisable on the later of 30 days after completion of the initial business combination and 12 months from the IPO closing, and may expire worthless if no initial business combination is completed within the completion window.

Does Gary A. Simanson claim full beneficial ownership of the TBCVU securities reported?

No. The filing states that Mr. Simanson disclaims beneficial ownership of the Sponsor-held securities, except to the extent of any pecuniary interest he may have, even though he controls the Sponsor and its voting and dispositive decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Simanson Gary A

(Last)(First)(Middle)
C/O THUNDER BRIDGE CAPITAL PARTNERS V
LTD., 9912 GEORGETOWN PIKE, SUITE D203

(Street)
GREAT FALLS VIRGINIA 22066

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Thunder Bridge Capital Partners V, Ltd. [ TBCV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A ordinary shares08/12/2026P447,000A(1)447,000(1)ISee Footnote(2)
Class A ordinary shares447,000(1)D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Redeemable Warrants$11.508/12/2026P149,000 (3) (3)Class A ordinary shares149,000(1)149,000ISee Footnote(2)
Redeemable Warrants$11.5 (3) (3)Class A ordinary shares149,000149,000D(2)
1. Name and Address of Reporting Person*
Simanson Gary A

(Last)(First)(Middle)
C/O THUNDER BRIDGE CAPITAL PARTNERS V
LTD., 9912 GEORGETOWN PIKE, SUITE D203

(Street)
GREAT FALLS VIRGINIA 22066

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
TBCP V, LLC

(Last)(First)(Middle)
C/O THUNDER BRIDGE CAPITAL PARTNERS V
LTD., 9912 GEORGETOWN PIKE, SUITE D203

(Street)
GREAT FALLS VIRGINIA 22066

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. In connection with the issuer's initial public offering, TBCP V, LLC (the "Sponsor") purchased 447,000 private placement units at $10.00 per unit, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant.
2. The securities are owned directly by the Sponsor. Mr. Simanson has an interest in the securities reported herein through his membership interest in the Sponsor. The Sponsor is managed and controlled by Gary A. Simanson, Chief Executive Officer and director of the issuer. Mr. Simanson is the controlling member of the Sponsor and exercises voting and dispositive control over the securities held by the Sponsor. Mr. Simanson disclaims any beneficial ownership of the securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
3. The warrants will become exercisable on the later of 30 days after the completion of the issuer's initial business combination and 12 months from the closing of the issuer's initial public offering. If the issuer is unable to complete its initial business combination within the completion window, the warrants may expire worthless.
/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact for Gary A. Simanson08/14/2026
/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact for TBCP V, LLC08/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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