Thunder Bridge Capital Partners V reports $1.06M net income

Cover page 6 changes

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For the quarter ended June September 30, 2026

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Great Falls , Virginia 22066

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(Issuer s telephone number)

(Registrant s telephone number, including area code)

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As of September 18, October 29, 2026, there were 30,762,000 Class A ordinary shares, $0.0001 par value, and 7,503,750 Class B ordinary shares, $0.0001 par value, issued and outstanding.

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FORM 10-Q FOR THE QUARTER ENDED JUNE SEPTEMBER 30, 2026

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Interim Financial Statements 96 changes

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Prepaid expenses 20,000 7,557

Deferred offering costs 152,216

Total Assets 172,442 7,557

Liabilities and Shareholder s Deficit:

Accrued expenses $ 61,175 $ 1,075

(Unaudited) December 31,

Prepaid expenses 226,945 7,557

Total Current Assets 20,226 1,203,127 7,557

Prepaid insurance non-current portion 107,202

Investments held in Trust Account 301,502,927

Total Assets 302,813,256 7,557

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit:

Accrued expenses $ 7,588 $ 1,075

Accrued offering costs 28,175 75,000

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Promissory note - related party 154,886

Total Liabilities 244,236 26,075

Total Current Liabilities 244,236 82,588 26,075

Deferred underwriting fee payable 12,789,000

Total Liabilities 12,871,588 26,075

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Shareholder s Deficit

Accumulated deficit ( 96,794 ) ( 18,518 )

Total Shareholder s Deficit ( 71,794 ) ( 18,518 )

Total Liabilities and Shareholder s Deficit $ 172,442 $ 7,557

Class A ordinary shares subject to possible redemption; 30,015,000 and no shares at redemption value of $ 10.03 per share as of September 30, 2026 and December 31, 2025, respectively 301,002,927

Shareholders Deficit

Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June September 30, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; none 747,000 shares issued or and outstanding (excluding 30,015,000 shares subject to possible redemption) as of June September 30, 2026; and none issued or outstanding as of December 31, 2025 75

Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,503,750 shares and one share 1 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively 750

Additional paid-in capital 24,250

Accumulated deficit ( 11,062,084 ) ( 18,518 )

Total Shareholders Deficit ( 11,061,259 ) ( 18,518 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit $ 302,813,256 $ 7,557

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Loss from operations ( 74,576 ) ( 78,276 ) ( 3,850 )

Net loss ( 74,576 ) ( 78,276 ) ( 3,850 )

Weighted average Class B ordinary shares outstanding, basic and diluted 2,972,501 1 1,486,251 1

For the Six Nine Months Ended

Formation, general and administrative costs $ 74,576 297,713 $ $ 78,276 375,989 $ 3,850

Loss from operations ( 297,713 ) ( 375,989 ) ( 3,850 )

Interest earned on investments held in Trust Account 1,352,927 1,352,927

Interest income bank 1,801 1,801

Total other income, net 1,354,728 1,354,728

Net income (loss) $ 1,057,015 $ $ 978,739 $ ( 3,850 )

Weighted average Class A ordinary shares outstanding, basic 16,049,739 5,408,703

Basic net income per Class A ordinary share $ 0.05 $ $ 0.11 $

Weighted average Class A ordinary shares outstanding, diluted 16,049,739 5,408,703

Diluted net income per Class A ordinary share $ 0.04 $ $ 0.11 $

Weighted average Class B ordinary shares outstanding, basic 7,035,652 1 3,374,835 1

Basic and diluted net income (loss) per Class B ordinary share $ ( 0.03 ) 0.05 $ $ ( 0.05 ) 0.11 $ ( 3,850 )

Weighted average Class B ordinary shares outstanding, diluted 7,503,750 1 3,532,582 1

Diluted net income (loss) per Class B ordinary share $ 0.04 $ $ 0.11 $ ( 3,850 )

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER S SHAREHOLDERS DEFICIT

FOR THE THREE AND SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2026

Ordinary Shares Class B

Ordinary Shares Additional

Paid-In Accumulated Total

Shares Amount Shares Amount Capital Deficit Deficit

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Balance June 30, 2026 (Unaudited) 7,503,750 $ 750 $ 24,250 $ ( 96,794 ) $ ( 71,794 )

Sale of 747,000 Private Placement Units 747,000 75 7,469,925 7,470,000

Fair value of Public Warrants at issuance 4,402,200 4,402,200

Offering costs allocated to Public Warrants and Private Placement Units ( 289,394 ) ( 289,394 )

Accretion for Class A ordinary shares to redemption amount ( 11,606,981 ) ( 11,169,378 ) ( 22,776,359 )

Remeasurement of Class A ordinary shares subject to possible redemption ( 852,927 ) ( 852,927 )

Net income 1,057,015 1,057,015

Balance September 30, 2026 (Unaudited) 747,000 $ 75 7,503,750 $ 750 $ $ ( 11,062,084 ) $ ( 11,061,259 )

FOR THE THREE AND SIX NINE MONTHS ENDED JUNE SEPTEMBER 30, 2025

Ordinary Shares Additional

Paid-In Accumulated Total

Shares Amount Capital Deficit Deficit

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Balance June 30, 2025 (Unaudited) 1 $ $ $ ( 18,518 ) $ ( 18,518 )

Balance September 30, 2025 (Unaudited) 1 $ $ $ ( 18,518 ) $ ( 18,518 )

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For the Six Nine Months Ended

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Net loss $ ( 78,276 ) $ ( 3,850 )

Net income (loss) $ 978,739 $ ( 3,850 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

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Interest earned on investments held in Trust Account

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Prepaid expenses 982 3,800

Accrued expenses 60,100 50

Prepaid expenses ( 130,963 ) 3,800

Prepaid insurance non-current portion

Accrued expenses 6,513 50

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and 16 more changes in the filing

Note 1: ORGANIZATION AND PLAN OF BUSINESS OPERATIONS 3 changes

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As of June September 30, 2026, the Company had not commenced any operations. All activity for the period from June 4, 2024 (inception) through June September 30, 2026 relates to the Company s formation and the initial public offering ( Initial Public Offering ), which is described below, and, subsequent to the Initial Public Offering, the search for a target for a Business Combination. 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.

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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 interest income 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 ) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and which initially 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.

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Notes to the financial statements 11 changes

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 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.

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.

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, officers 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 the 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.

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Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2 changes

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The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission ( SEC ). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, adjustments, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company s prospectus for its Initial Public Offering as filed with the SEC on August 13, 2026, as well as the Company s Current Report on Form 8-K, as filed with the SEC on August 20, 2026. The interim results for the three and nine months ended September 30, 2026 and 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

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Note 3: INITIAL PUBLIC OFFERING 2 changes

Pursuant to the closing of the Initial Public Offering on August 14, 2026, the Company sold 30,015,000 Units, which included the full exercise by the underwriters of their over-allotment option of 3,915,000 , Units, 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.

Of the gross proceeds from the Initial Public Offering, $ 4,402,200 was allocated to the Public Warrants and recorded in additional paid-in capital, and the remaining proceeds were allocated to the Public Shares. Following the closing of the Initial Public Offering, an amount of $ 300,150,000 ($ 10.00 per Unit) was placed in the Trust Account.

Note 4: PRIVATE PLACEMENT 1 change

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The Private Placement Units are identical to the Public Units sold in the Initial Public Offering, except that 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 Warrants 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).

1 unchanged paragraph

Note 5: RELATED PARTY TRANSACTIONS 5 changes

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 (the Founder Shares ). Up to 978,750 of the Class B ordinary shares may be surrendered were subject to forfeiture for no consideration depending on the extent to which the underwriters over-allotment is was 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.

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On May 19, 2026, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. As Prior to the closing of June 30, 2026, the Initial Public Offering, the Company had borrowed $ 154,886 237,701 under the promissory note. Subsequently On August 14, 2026, the Company repaid the total outstanding borrowings under the promissory note amounting to $ 237,701 . Borrowing against the promissory note is no longer available. As of September 30, 2026 and December 31, 2025, there were no amounts outstanding under the promissory note.

1 unchanged paragraph

As of June September 30, 2026 and December 31, 2025, the Company owes owed a related party $ 0 and $ 25,000 , respectively, for expenses paid on its behalf, which is included in advances from related party on the accompanying condensed balance sheets. The amounts were non-interest bearing and due on demand. On May 20, 2026, the Company issued 7,503,750 Class B ordinary shares to the Sponsor and the $ 25,000 outstanding balance was applied in full settlement of the advances from related party.

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Commencing on August 13, 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. For the three and nine months ended September 30, 2026, the Company incurred and paid $ 60,000 for these services. As of June September 30, 2026, no amount has been accrued for these services.

Commencing on August 13, 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. For the three and nine months ended September 30, 2026, the Company incurred and paid $ 60,000 for these services. As of June September 30, 2026, no amount has been accrued for these services.

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Note 9: SEGMENT INFORMATION 8 changes

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When evaluating the Company s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss and total assets, which include the following:

Prepaid expenses $ 20,000 $ 7,557

Deferred offering costs $ 152,216 $

For The Three Months Ended

June 30, For The Six Months Ended

Formation, general and administrative costs $ 74,576 $ $ 78,276 $ 3,850

The CODM reviews the Company s total assets and liquidity to assess whether sufficient resources are available to discharge its liabilities. The CODM regularly reviews the status of deferred offering costs incurred to assess if these are in line with the planned use of proceeds to be raised from the Initial Public Offering. The key measures of segment profit or loss reviewed by the CODM are formation, general and administrative costs. Formation, general and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Initial Public Offering and eventually a Business Combination within the Combination Period. The CODM also reviews formation, general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

THUNDER BRIDGE CAPITAL PARTNERS V, LTD.

Note 10: SUBSEQUENT EVENTS 2 changes

THUNDER BRIDGE CAPITAL PARTNERS V, LTD.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Forward-looking statements 18 changes

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For the three months ended June 30, 2026 and 2025, we had a net loss of $74,576 and $0, respectively, which consisted of formation, general and administrative costs.

For the six months ended June 30, 2026 and 2025, we had a net loss of $78,276 and $3,850, respectively, which consisted of formation, general and administrative costs.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 4, 2024 (inception) through June September 30, 2026 were organizational activities, and those necessary to prepare for the Initial Public Offering, described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we expect to generate non-operating income in the form of interest and/or dividend income on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2026, we had net income of $1,057,015, which consisted of interest earned on investments held in the Trust Account of $1,352,927 and interest income on our operating bank account of $1,801, partially offset by formation, general and administrative costs of $297,713. For the three months ended September 30, 2025, we had no net income or loss.

For the nine months ended September 30, 2026, we had net income of $978,739, which consisted of interest earned on investments held in the Trust Account of $1,352,927 and interest income on our operating bank account of $1,801, partially offset by formation, general and administrative costs of $375,989. For the nine months ended September 30, 2025, we had a net loss of $3,850, which consisted of formation, general and administrative costs.

1 unchanged paragraph

Until the consummation of the Initial Public Offering, our only sources source of liquidity were the was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the Initial Public Offering and the sale of the Private Placement Units held outside of the Trust Account. As of June September 30, 2026, the Company we had $226 $976,182 in cash held outside of the Trust Account and working capital deficit of $224,010. $1,120,539.

For the six nine months ended June September 30, 2026, net cash used in operating activities was $4,774. $593,420. Net loss income of $78,276 $978,739 was affected by interest earned on investments held in the Trust Account of $1,352,927 and the payment of formation, general and administrative costs through promissory note related party of $12,420. and Changes in operating assets and liabilities of the Company used $231,652 of $61,082. cash for operating activities.

For the six nine months ended June September 30, 2025, net cash used in operating activities was $0. Net loss of $3,850 was offset by changes in operating assets and liabilities of the Company of $3,850.

For the nine months ended September 30, 2026, net cash used in investing activities was $300,150,000, which consisted of the investment of cash in the Trust Account in connection with the Initial Public Offering.

For the nine months ended September 30, 2026, net cash provided by financing activities was $301,719,602, which consisted of $294,930,000 of proceeds from the sale of Units, net of underwriting discounts paid, $7,470,000 of proceeds from the sale of Private Placement Units and $5,000 of proceeds from the promissory note related party, partially offset by the repayment of the promissory note related party of $237,701 and the payment of offering costs of $447,697.

Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, On August 14, 2026, we consummated the Initial Public Offering of 30,015,000 Units, which included 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. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 747,000 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.

Following the Initial Public Offering, a total of $300,150,000 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 the Trust Account. As of September 30, 2026, we had investments held in the Trust Account of $301,502,927, consisting of a money market fund that invests in U.S. Treasury securities. Through September 30, 2026, we had not withdrawn any interest earned on the Trust Account. We incurred total transaction costs of $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.

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In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. 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 June September 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans. In addition, the Company may withdraw interest income earned on the Trust Account for working capital, subject to a limit of $500,000 per year, or to pay taxes.

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We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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Commencing on August 13, 2026, the date on which the Company s securities are listed on Nasdaq, the Company we 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 our liquidation, the Company we will cease paying these monthly fees. For the three and nine months ended September 30, 2026, we incurred and paid $60,000 for these services. As of June September 30, 2026, no amount has been accrued for these services.

Commencing on August 13, 2026, the date on which the Company s securities are listed on Nasdaq, the Company we agreed to pay to an affiliate of the Company s our 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 we will cease paying these monthly fees. For the three and nine months ended September 30, 2026, we incurred and paid $60,000 for these services. As of June September 30, 2026, no amount has been accrued for these services.

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The Company We 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.

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The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. 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 statements, 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 materially differ from those estimates. As of June September 30, 2026, we did not have any critical accounting estimates to be disclosed.

Controls and procedures 2 changes

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Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended June September 30, 2026.

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There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June September 30, 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 4 changes

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 (the Founder Shares ). Up to 978,750 of the Class B ordinary shares may be surrendered were subject to forfeiture for no consideration depending on the extent to which the underwriters over-allotment is was 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 foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Subsequent to the quarterly period covered by this Quarterly Report, On August 14, 2026, we 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 included 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. Cantor acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (No. 333-296759). The Securities and Exchange Commission declared the registration statement effective on August 12, 2026.

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For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and the sale of the Private Placement Units as described in our final prospectus for the Initial Public Offering filed with the SEC on August 13, 2026. Through September 30, 2026, from the proceeds held outside the Trust Account, we repaid $237,701 of outstanding borrowings under the promissory note issued to the Sponsor, paid $60,000 to the Sponsor or an affiliate of the Sponsor under the administrative services agreement and paid $60,000 to an affiliate of our Chief Executive Officer under the advisory agreement. For a further description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Other information 1 change

During the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 17 changes

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1.1 Underwriting Agreement, dated August 12, 2026, between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

3.1 Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

4.1 Warrant Agreement, dated August 12, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.1 Investment Management Trust Agreement, dated August 12, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.2 Letter Agreement, dated August 12, 2026, between the Company and TBCP V, LLC (incorporated by reference to Exhibit 10.2 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.3 Form of Letter Agreement, dated August 12, 2026, between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.3 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.4 Registration Rights Agreement, dated August 12, 2026, among the Company, TBCP V, LLC, Cantor Fitzgerald & Co. and certain security holders named therein (incorporated by reference to Exhibit 10.4 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.5 Private Placement Unit Purchase Agreement, dated August 12, 2026, between the Company and TBCP V, LLC (incorporated by reference to Exhibit 10.5 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.6 Private Placement Unit Purchase Agreement, dated August 12, 2026, between the Company and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.6 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.7 Administrative Services Agreement, dated August 12, 2026, between the Company and an affiliate of TBCP V, LLC (incorporated by reference to Exhibit 10.7 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.8 Advisory Services Agreement, dated August 12, 2026, between the Company and Thunder Bridge Capital, LLC (incorporated by reference to Exhibit 10.8 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

10.9 Form of Indemnity Agreement, dated August 12, 2026, between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.9 to the Company s Current Report on Form 8-K, filed with the SEC on August 14, 2026) .

31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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In accordance with Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Date: September 18, October 29, 2026 By: /s/ Gary A. Simanson

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Date: September 18, October 29, 2026 By: /s/ Paul Wasinger

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