GSR V Acquisition Corp.

Previous wording

As of March 31, 2026, we had not yet commenced operations. All activity for the period from July 23, 2025 (inception) through March 31, 2026 relates to our formation and our Initial Public Offering (as defined below). We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and Private Placement (defined below) held in a trust account (the “Trust Account” with Odyssey Transfer and Trust Company acting as trustee. We have selected December 31 as our fiscal year end.

Current wording

As of June 30, 2026, we had not yet commenced operations. All activity for the period from July 23, 2025 (inception) through June 30, 2026 relates to our formation and our Initial Public Offering (as defined below), and since the Initial Public Offering, our search for a Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and Private Placement (defined below) held in a trust account (the "Trust Account") with Odyssey Transfer and Trust Company acting as trustee. We have selected December 31 as our fiscal year end.

Previous wording

The registration statement for the Company’s Initial Public Offering was declared effective on May 13, 2026. On May 15, 2026, the Company consummated the Initial Public Offering of 23,000,000 units including 3,000,000 additional public units as the underwriters’ over-allotment option was exercised in full (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $230,000,000.

Current wording

The registration statement for the Company's initial public offering ("Initial Public Offering") was declared effective on May 13, 2026. On May 15, 2026, the Company consummated the Initial Public Offering of 23,000,000 units including 3,000,000 additional public units as the underwriters' over-allotment option was exercised in full (the "Units" and, with respect to the shares of Class A ordinary shares included in the Units being offered, the "Public Shares"), at $10.00 per Unit, generating gross proceeds of $230,000,000.

Previous wording

If the Company is unable to complete an initial Business Combination within the 18 or 21-month period after the closing of the Initial Public Offering (the “Completion Window”), it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months. The Company’s amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If the Company seeks shareholder approval to extend beyond the 21-month period in which to complete an initial Business Combination to a later date, the Company is required to offer public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There are no limitations to the number of times that the Company may seek shareholder approval or that shareholders may approve to extend beyond the 21-month period in which to complete a Business Combination at a later date. If the initial Business Combination is not completed within the Completion Window, the membership interests of the Sponsor become worthless.

Current wording

If the Company is unable to complete an initial Business Combination within the 18 months, extendable to 21 months at the Sponsor’s discretion after the closing of the Initial Public Offering (the "Completion Window"), it may seek an amendment to amended and restated memorandum and articles of association to extend the period of time to complete an initial Business Combination beyond 21 months. The Company's amended and restated memorandum and articles of association requires at least a special resolution of shareholders as a matter of Cayman Islands law, meaning that such an amendment be approved by at least two-thirds of ordinary shares who, being entitled to do so, attend and vote (either in person or by proxy) at a general meeting of the company. If the Company seeks shareholder approval to extend beyond the 21-month period in which to complete an initial Business Combination to a later date, the Company is required to offer public shareholders the right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There are no limitations to the number of times that the Company may seek shareholder approval or that shareholders may approve to extend beyond the 21-month period in which to complete a Business Combination at a later date. If the initial Business Combination is not completed within the Completion Window, the membership interests of the Sponsor become worthless.

Previous wording

As of March 31, 2026, the Company had no cash and a working capital deficit of $127,625. Following the Initial Public Offering, the Company had $2,245,000 in its operating bank account and a working capital surplus of $1,912,388.

Current wording

As of June 30, 2026, the Company had $1,558,257 in its operating bank account and a working capital surplus of $1,713,850.

Previous wording

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Current wording

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Previous wording

As of March 31, 2026, the Company had no cash and a working capital deficit of $127,625. However, on May 15, 2026, subsequent to the balance sheet date and prior to issuance of the unaudited condensed interim financial statements, the Company consummated its Initial Public Offering, including the full exercise of the underwriters’ over-allotment option, and the related Private Placement. Following the Initial Public Offering, the Company had $2,245,000 in its operating bank account and a working capital surplus of $1,912,388. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed interim financial statements are issued.

Current wording

As of June 30, 2026, the Company had $1,558,257 in its operating bank account and a working capital surplus of $1,713,850. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors also raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the unaudited condensed interim financial statements are issued.

Previous wording

Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. However, there can be no assurance that we will be able to consummate a Business Combination within the Completion Window or that liquidity will be sufficient to fund operations. The unaudited condensed interim financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Current wording

Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. Although management’s forecast indicates that cash held outside the Trust Account is expected to fund currently estimated operating costs during the assessment period, the mandatory liquidation provision and uncertainty regarding completion of a Business Combination continue to raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed interim financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Previous wording

Commencing on May 15, 2026, the Company entered into an agreement to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

Current wording

Commencing on May 15, 2026, the Company entered into an agreement to pay the Sponsor a total of up to $55,556 per month for office space and administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2026, the Company incurred $111,112 in fees for these services, which are included within general and administrative expenses in the unaudited condensed interim statements of operations. There were no related amounts payable as of June 30, 2026 or December 31, 2025.

Previous wording

The Sponsor pays certain costs on behalf of the Company, with such amounts reflected as due to related party. These amounts are due on demand and non-interest bearing. During the period from January 1, 2026 through March 31, 2026, the Sponsor paid certain costs totaling $15,000 on behalf of the Company. As of March 31, 2026 and December 31, 2025, the amount due to the related party was $15,000 and $0, respectively.

Current wording

The Sponsor pays certain costs on behalf of the Company, with such amounts reflected as due to related party. These amounts are due on demand and non-interest bearing. During the period from January 1, 2026 through May 15, 2026, the Sponsor paid certain costs totaling $91,301 on behalf of the Company. Upon the closing of the Initial Public Offering, the Company repaid the outstanding balance of $91,301 due to related party from the proceeds not held in the Trust Account, resulting in no balances due to related party as of June 30, 2026 or December 31, 2025.

Previous wording

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit. 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 March 31, 2026 and December 31, 2025, the Company had no outstanding Working Capital Loans.

Current wording

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders' discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit. 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 30, 2026 and December 31, 2025, the Company had no outstanding in Working Capital Loans.

Previous wording

The Company granted the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On May 15, 2026, the underwriters exercised their over-allotment option in full to purchase 3,000,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions.

Current wording

On May 15, 2026, the underwriters exercised their over-allotment option in full to purchase 3,000,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions.

Previous wording

The preparation of unaudited condensed interim 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 unaudited condensed interim financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. As of March 31, 2026, we have not identified any critical accounting policies or estimates.

Current wording

The preparation of unaudited condensed interim 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 unaudited condensed interim financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Significant estimates and assumptions used by management include those related to the fair value measurements disclosed in Note 8. Actual results could differ materially from those estimates.

Previous wording

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our unaudited condensed interim financial statements may not be comparable to companies that comply with public company effective dates.

Current wording

We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our unaudited condensed interim financial statements may not be comparable to companies that comply with public company effective dates. Significant estimates and assumptions used by management include those related to the fair value measurements disclosed in Note 8. Actual results could differ materially from those estimates.