GSR V Acquisition Corp. Reports Financial Results for the Quarter Ended March 31, 2026

Summary and Analysis of Key Points

Overview

The report describes a blank check company, or special purpose acquisition company (SPAC), that was incorporated in July 2025 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. As of March 31, 2026, the company had not yet commenced operations, with all activity related to its formation and initial public offering (IPO).

Initial Public Offering and Private Placement

The company completed its IPO on May 15, 2026, raising $230 million by selling 23 million units at $10 per unit, including the exercise of the underwriters’ over-allotment option. Simultaneously, the company completed a private placement of 671,000 units at $10 per unit to the sponsor and underwriters, raising an additional $6.71 million. Total transaction costs amounted to $13.88 million.

The company has 18-21 months from the IPO to complete an initial business combination, after which it may seek shareholder approval to extend this deadline. If no business combination is completed within this timeframe, the company must liquidate and the sponsor’s membership interests become worthless.

Liquidity and Capital Resources

As of March 31, 2026, the company had no cash and a working capital deficit of $127,625. However, following the IPO, the company had $2.245 million in its operating bank account and a working capital surplus of $1.912 million.

The company intends to use the net proceeds from the IPO and private placement, held in a trust account, to acquire a target business. If the funds available are insufficient, the company may need to obtain additional financing to complete a business combination or to meet its obligations after a business combination.

The report notes that the company’s mandatory liquidation and potential inability to complete a business combination raise substantial doubt about its ability to continue as a going concern.

Related Party Transactions

The report discloses several related party transactions:

• The sponsor paid $25,000 to cover certain offering costs in exchange for 6,500,000 Class B ordinary shares (Founder Shares), which were later split 1.03-for-one, resulting in 6,750,000 Founder Shares.
• The sponsor transferred 60,000 Founder Shares to the company’s three independent directors at a price of $0.0037037 per share.
• The company entered into an agreement to pay the sponsor up to $55,556 per month for office space and administrative support.
• The sponsor has provided working capital loans to the company, which may be repaid or converted into private placement units upon completion of a business combination.
• The lead underwriter, SPAC Advisory Partners LLC (Polaris), is a related party as it shares the same management team as the company. Polaris is entitled to cash underwriting fees of $4.025 million and deferred underwriting commissions of $9.2 million.

Critical Accounting Estimates and Recent Accounting Standards

As of March 31, 2026, the company had not identified any critical accounting policies or estimates. The company qualifies as an “emerging growth company” under the JOBS Act and is electing to delay the adoption of new or revised accounting standards.

Outlook

The company’s ability to continue as a going concern is dependent on its successful completion of a business combination within the 18-21 month timeframe. If the company is unable to do so and an extension is not approved by shareholders, it will be required to liquidate, which would render the sponsor’s membership interests worthless. The company’s future success is therefore closely tied to its ability to identify and complete a suitable business combination.