08/14/2026 | Press release | Distributed by Public on 08/14/2026 16:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Redeemable Warrants | $11.50 | 08/12/2026 | P | 149,000 | (3) | (3) | Class A ordinary shares | 149,000 | (1) | 149,000 | I | See Footnote(2) | |||
| Redeemable Warrants | $11.50 | (3) | (3) | Class A ordinary shares | 149,000 | 149,000 | D(2) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Simanson Gary A C/O THUNDER BRIDGE CAPITAL PARTNERS V LTD., 9912 GEORGETOWN PIKE, SUITE D203 GREAT FALLS, VA 22066 |
X | X | Chief Executive Officer | |
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TBCP V, LLC C/O THUNDER BRIDGE CAPITAL PARTNERS V LTD., 9912 GEORGETOWN PIKE, SUITE D203 GREAT FALLS, VA 22066 |
X | |||
| /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact for Gary A. Simanson | 08/14/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact for TBCP V, LLC | 08/14/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |