Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Fortress Value Acquisition Corp. V (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share, of the Issuer. (Title of Class of Securities) |
G3645T104 (CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G3645T104 |
| 1 | Names of Reporting Persons
Fortress Value Acquisition Sponsor V LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,357,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 6, 8 and 9: Amounts consist of 200,000 Class A ordinary shares of the Issuer, par value $0.0001 per share (the "Class A ordinary shares") and 7,157,000 Class A ordinary shares that will be acquirable upon conversion of 7,157,500 Class B ordinary shares, par value $0.0001 per share ("Class B ordinary shares") of the Issuer. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-293340). Row 11: Calculation of the percent is based on 28,950,000 shares of the Issuer's Class A ordinary shares issued and outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 30, 2026 and assuming the conversion of all the Class B ordinary shares held by Fortress Value Acquisition Sponsor V LLC.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Fortress Value Acquisition Corp. V | |
| (b) | Address of issuer's principal executive offices:
1345 Avenue of the Americas, 46th Floor, New York, NY 10105 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of Fortress Value Acquisition Sponsor V LLC (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is: 1345 Avenue of the Americas, 46th Floor New York, NY 10105 | |
| (c) | Citizenship:
The Reporting Person is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share, of the Issuer. | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A ordinary shares, as of March 31, 2026, are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own 200,000 Class A ordinary shares and 7,157,000 Class A ordinary shares that will be acquirable upon conversion of 7,157,500 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-293340). The Reporting Persons may be deemed to beneficially own approximately 20.4% of the Company's Class A ordinary shares, based on 28,950,000 Class A ordinary shares issued and outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 30, 2026 and assuming the conversion of all the Class B ordinary shares held by Fortress Value Acquisition Sponsor V LLC. | |
| (b) | Percent of class:
The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A ordinary shares, as of March 31, 2026, are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own 200,000 Class A ordinary shares and 7,157,000 Class A ordinary shares that will be acquirable upon conversion of 7,157,500 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-293340). The Reporting Persons may be deemed to beneficially own approximately 20.4% of the Company's Class A ordinary shares, based on 28,950,000 Class A ordinary shares issued and outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 30, 2026 and assuming the conversion of all the Class B ordinary shares held by Fortress Value Acquisition Sponsor V LLC. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A ordinary shares, as of March 31, 2026, are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own 200,000 Class A ordinary shares and 7,157,000 Class A ordinary shares that will be acquirable upon conversion of 7,157,500 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-293340). The Reporting Persons may be deemed to beneficially own approximately 20.4% of the Company's Class A ordinary shares, based on 28,950,000 Class A ordinary shares issued and outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 30, 2026 and assuming the conversion of all the Class B ordinary shares held by Fortress Value Acquisition Sponsor V LLC. | ||
| (ii) Shared power to vote or to direct the vote:
The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A ordinary shares, as of March 31, 2026, are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own 200,000 Class A ordinary shares and 7,157,000 Class A ordinary shares that will be acquirable upon conversion of 7,157,500 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-293340). The Reporting Persons may be deemed to beneficially own approximately 20.4% of the Company's Class A ordinary shares, based on 28,950,000 Class A ordinary shares issued and outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 30, 2026 and assuming the conversion of all the Class B ordinary shares held by Fortress Value Acquisition Sponsor V LLC. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A ordinary shares, as of March 31, 2026, are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own 200,000 Class A ordinary shares and 7,157,000 Class A ordinary shares that will be acquirable upon conversion of 7,157,500 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-293340). The Reporting Persons may be deemed to beneficially own approximately 20.4% of the Company's Class A ordinary shares, based on 28,950,000 Class A ordinary shares issued and outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 30, 2026 and assuming the conversion of all the Class B ordinary shares held by Fortress Value Acquisition Sponsor V LLC. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relate to the beneficial ownership of the Class A ordinary shares, as of March 31, 2026, are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own 200,000 Class A ordinary shares and 7,157,000 Class A ordinary shares that will be acquirable upon conversion of 7,157,500 Class B ordinary shares. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for one basis subject to adjustment, as more fully described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-293340). The Reporting Persons may be deemed to beneficially own approximately 20.4% of the Company's Class A ordinary shares, based on 28,950,000 Class A ordinary shares issued and outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed April 30, 2026 and assuming the conversion of all the Class B ordinary shares held by Fortress Value Acquisition Sponsor V LLC. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|