GSR V Acquisition Corp.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 15, 2026, we consummated our Initial Public Offering of 23,000,000 Units, which includes the exercise in full of the underwriters’ option to purchase an additional 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000.

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the Private Placement of 671,000 Private Placement Units including 52,500 additional Private Placement Units as the underwriters’ over-allotment option was exercised in full to the Sponsor and the underwriters, at a price of $10.00 per Private Placement Unit, generating total proceeds of $6,710,000.

Transaction costs amounted to $13,882,301, consisting of $4,025,000 of cash underwriting fees, $9,200,000 of deferred underwriting commissions which will be paid on the consummation of the initial Business Combination, and $657,301 of other offering costs, which includes $280,000 of additional fees paid to the parent of the lead underwriter.

Upon the closing of the Initial Public Offering and the Private Placement, $230,000,000 ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) with Odyssey Transfer and Trust Company acting as trustee.

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