0001213900-26-049411
SEC filingGSR V Acquisition Corp. is a blank check company seeking to effect an initial business combination with a U.S.-focused high-potential business within 18-21 months. This S-1 registers a $200 million IPO of units to fund the trust account and operations until de-SPAC.
GSR V Acquisition Corp., formed July 23, 2025, exemplifies the serial SPAC model with a seasoned team from Polaris Advisory Partners, the bookrunner here and sponsor affiliate. Co-CEOs Gus Garcia (ex-BofA SPAC M&A head) and Lewis Silberman (ex-Oppenheimer ECM), alongside President/CFO Anantha Ramamurti (ex-BofA Global Mobility), bring direct experience from GSR IV ($230M raised Sep 2025), GSR III (completed Terra Innovatum Oct 2025 with 37% redemption), and GSR II Meteora (Bitcoin Depot Jun 2023 with 12% redemption). This track record—advising 26 SPACs since 2020—positions them to source U.S.-focused targets with strong growth narratives, moats, and public-ready management, though no specific target exists and conflicts arise from overlapping SPAC roles.
The $200M IPO (23M units with greenshoe) at $10/unit funds a trust for 80%+ fair market value business combination within 18 months (extendable to 21 by sponsor without vote). Units split into Class A shares (GSRV) and rights (GSRVR; 1/7th right per unit converts to one Class A share post-combination, requiring 10 units for whole share). Sponsor GSR V Sponsor LLC's 6.75M founder shares (20% post-IPO) cost $25K ($0.004/share), plus $6.185M private units, create acute dilution: NTBV falls to $0.44/share at max redemption (95.6% dilution), while sponsor recoups investment at $0.92/share post-conversion. This aligns incentives to close deals even at depressed valuations, as sponsor profits substantially regardless.
Proceeds: $200M to trust (yielding $10M interest at 5%), $2.1M working capital for diligence/travel. Monthly $55.6K admin fee to sponsor affiliate ($1M over 18 months). Up to $1.5M convertible working capital loans possible. Redemption rights allow full pro rata exit (~$10/share) at combination or liquidation, capped to maintain $5M NTA; 15% shareholder limit without consent if voting required.
Key risks center on execution amid sponsor conflicts (Polaris underwriting, multiple SPACs), high redemptions (prior deals 12-37%), and no target. Cayman structure limits U.S. protections; PFIC status likely pre-combination. Post-deSPAC, expect dilution from rights conversion (adds ~2.86M shares) and potential PIPEs. Investors face binary outcome: timely combination or ~$10/share return, with sponsor capturing upside asymmetrically.