08/12/2026 | Press release | Distributed by Public on 08/12/2026 16:15
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B ordinary shares | (1) | (1) | Class A ordinary shares | 7,503,750(1) | (1) | I | See Footnote(2) |
| Class B ordinary shares | (1) | (1) | Class A ordinary shares | 7,503,750(1) | (1) | 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 | 08/12/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact for TBCP V, LLC | 08/12/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | As described in the issuer's registration statement on Form S-1 (File No. 333-296759) under the heading "Description of Securities - Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer 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 certain adjustments, and have no expiration date. Includes 978,750 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units. |
| (2) | The shares are owned directly by TBCP V, LLC (the "Sponsor"). Mr. Simanson has an interest in the Class B ordinary shares 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 reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
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Remarks: Exhibit 24.1 - Power of Attorney - Gary A. Simanson Exhibit 24.2 - Power of Attorney - TBCP V, LLC |
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