| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, $0.0001 par value |
| (b) | Name of Issuer:
Thunder Bridge Capital Partners V, Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
9912 Georgetown Pike, Suite D203, Great Falls,
VIRGINIA
, 22066. |
| Item 2. | Identity and Background |
|
| (a) | This statement is filed by: (i) the Sponsor, which may be deemed to beneficially own approximately 20.78% of the Class A Ordinary Shares, as described in Item 5 below; and (ii) Gary A. Simanson, the Chief Executive Officer and member of the Board of Directors of the Issuer and the controlling member of the Sponsor. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
| (b) | The address of the principal business and principal office of each of the Sponsor and Gary A. Simanson is 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066. |
| (c) | The Sponsor's principal business is to act as the Issuer's sponsor. Mr. Simanson serves as the Chief Executive Officer and member of the Board of Directors of the Issuer and the controlling member of the Sponsor. |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Sponsor is a Delaware limited liability company. Mr. Simanson is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The aggregate purchase price paid by the Sponsor for the Ordinary Shares beneficially owned by the Reporting Persons was $4,495,000, consisting of $25,000 paid for the Founder Shares and $4,470,000 paid for the Placement Units. The source of these funds was the working capital of the Sponsor. |
| Item 4. | Purpose of Transaction |
| | In connection with the organization of the Issuer, on May 20, 2026, 7,503,750 Class B Ordinary Shares (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of May 19, 2026, by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. On August 14, 2026, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 447,000 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of August 12, 2026, by and between the Issuer and the Sponsor (the "Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one Class A Ordinary Share and one-third of a warrant, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50, subject to adjustment, commencing 30 days following the consummation of the Issuer's initial business combination (as described more fully in the Issuer's Final Prospectus dated August 12, 2026). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer 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. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 38,265,750 Ordinary Shares, consisting of 30,762,000 Class A ordinary shares outstanding and 7,503,750 Class A ordinary shares issuable upon conversion of the Class B Ordinary Shares beneficially owned by the Reporting Persons, as of August 14, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on August 14, 2026) are as follows:
Sponsor: Amount beneficially owned: 7,950,750 and Percentage: 20.78%; and
Gary A. Simanson: Amount beneficially owned: 7,950,750 and Percentage: 20.78%. |
| (b) | The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 38,265,750 Ordinary Shares, consisting of 30,762,000 Class A ordinary shares outstanding and 7,503,750 Class A ordinary shares issuable upon conversion of the Class B Ordinary Shares beneficially owned by the Reporting Persons, as of August 14, 2026, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on August 14, 2026) are as follows:
(x) Sponsor: Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 7,950,750
ii. Shared power to vote or to direct the vote: 0
iii. Sole power to dispose or to direct the disposition of: 7,950,750
iv. Shared power to dispose or to direct the disposition of: 0
(y) Gary A. Simanson: Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 7,950,750
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 7,950,750
Mr. Simanson is the managing member of the Sponsor, and holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. As such, Mr. Simanson may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Simanson disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| (c) | None of the Reporting Persons has effected any transactions of Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D, which information is incorporated herein by reference. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Securities Subscription Agreement between the Issuer and Sponsor
In connection with the organization of the Issuer, on May 20, 2026, 7,503,750 Class B Ordinary Shares were purchased by the Sponsor for the amount of $25,000, pursuant to the Securities Subscription Agreement.
The description of the Securities Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.1 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on June 12, 2026 (and is incorporated by reference herein as Exhibit 10.1).
Placement Units Purchase Agreement between the Issuer and Sponsor
On August 14, 2026, simultaneously with the consummation of the IPO, the Sponsor purchased 447,000 Placement Units pursuant to the Placement Units Purchase Agreement, dated August 12, 2026. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Placement Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter (as defined below).
The description of the Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 14, 2026 (and is incorporated by reference herein as Exhibit 10.2).
Insider Letter
On August 12, 2026, in connection with the IPO, the Issuer, the Sponsor and Mr. Simanson and certain other parties thereto entered into a letter agreement (the "Insider Letter"). Pursuant to the Insider Letter, the Sponsor and Mr. Simanson agreed (A) to vote their Founder Shares, any Ordinary Shares underlying the Placement Units and any public shares in favor of any proposed business combination, except that it or he shall not vote any Ordinary Shares or Founder Shares that it or he purchased after the Issuer publicly announces its intention to engage in such proposed business combination for or against such proposed business combination, (B) not to propose an amendment to the Issuer's Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Issuer's obligation to allow redemption in connection with an initial business combination or to redeem 100% of the public shares if the Issuer does not complete an initial business combination within the period ending on the date that is 24 months from the closing of the IPO, or such earlier liquidation date as the Issuer's board of directors may approve, or such later date as may be approved by the Issuer's shareholders, in each case in accordance with the Issuer's Amended and Restated Memorandum and Articles of Association, or (ii) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer's trust account set up in connection with the IPO (the "Trust Account"), including interest earned on the funds held in the Trust Account and not previously released to the Issuer to pay taxes, if any, divided by the number of then-outstanding public shares, (C) not to redeem any Ordinary Shares or Founder Shares in connection with a shareholder vote to approve the Issuer's proposed initial business combination or a vote to amend the provisions of the Issuer's Amended and Restated Memorandum and Articles of Association relating to shareholders' rights or pre-business combination activity and (D) that the Founder Shares and Placement Units (and the underlying securities) shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that, in the event of the liquidation of the Trust Account of the Issuer, it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject to as a result of any claim by any vendor or other person (other than the Issuer's independent registered public accounting firm) who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case including interest earned on the funds held in the Trust Account but net of interest that may be withdrawn to pay the Issuer's taxes; provided, that such indemnity shall not apply if such target, vendor or other person has executed an agreement waiving any claims against the Trust Account and all rights to seek access to the Trust Account whether or not such agreement is enforceable.
The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on August 14, 2026 (and is incorporated by reference herein as Exhibit 10.3).
Registration Rights Agreement
On August 12, 2026, in connection with the IPO, the Issuer, the Sponsor and other security holders entered into a registration rights agreement with the Issuer, pursuant to which the Sponsor was granted certain demand and "piggyback" registration rights, which will be subject to customary conditions and limitations.
The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Form 8-K filed by the Issuer with the SEC on August 14, 2026 (and is incorporated by reference herein as Exhibit 10.4). |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 10.1 - Securities Subscription Agreement, dated as of May 19, 2026, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on June 12, 2026).
Exhibit 10.2 - Private Placement Units Purchase Agreement, dated as of August 12, 2026, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 14, 2026).
Exhibit 10.3 - Letter Agreement, dated as of August 12, 2026, by and among the Issuer, the Sponsor and the Issuer's officers and directors (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 14, 2026).
Exhibit 10.4 - Registration Rights Agreement, dated as of August 12, 2026, by and among the Issuer, the Sponsor and other security holders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 14, 2026).
Exhibit 99.1 - Joint Filing Agreement, dated August 14, 2026, by and among the Reporting Persons. |
