SCHEDULE: Thunder Bridge Capital Partners V, Ltd. - Joint Filing Agreement

TBCP V, LLC and Gary A. Simanson enter into a joint filing agreement to report beneficial ownership of Thunder Bridge Capital Partners V, Ltd. Class A ordinary shares.

Summary

• This filing is a Joint Filing Agreement between TBCP V, LLC (the Sponsor) and Gary A. Simanson, its managing member.
• The agreement establishes that both parties will jointly file a Schedule 13D to report their beneficial ownership of Thunder Bridge Capital Partners V, Ltd. Class A ordinary shares.
• The filing date for this agreement is August 14, 2026.
• TBCP V, LLC, as the Sponsor, beneficially owns 7,950,750 shares, representing 20.78% of the class.
• Gary A. Simanson, as the controlling member of the Sponsor and CEO/Board member of the Issuer, also has beneficial ownership of 7,950,750 shares, representing 20.78% of the class, though he disclaims ownership beyond his pecuniary interest.
• The shares include Class A and Class B ordinary shares, with Class B shares being convertible into Class A shares.
• The total purchase price for these shares by the Sponsor was $4,495,000, funded by the Sponsor's working capital.
• The reporting persons have agreed to vote their shares in favor of any proposed business combination and not to redeem shares in connection with such a vote.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily serving as a procedural agreement for joint filing of beneficial ownership information rather than disclosing new financial or strategic developments.

Positives

• Clear articulation of beneficial ownership for TBCP V, LLC and Gary A. Simanson.
• Confirmation of the total beneficial ownership percentage (20.78%) for both parties.
• Disclosure of the source of funds for the share acquisition (Sponsor's working capital).
• Commitment from reporting persons to support the company's business combination through voting agreements.

Negatives

• The filing does not contain new financial performance data or strategic updates.
• It primarily serves a procedural purpose for regulatory compliance.
• Gary A. Simanson disclaims beneficial ownership beyond his pecuniary interest, which could imply a nuanced control structure.

Risks

• The reporting persons are subject to lock-up restrictions on their Founder Shares and Placement Units, limiting their ability to sell until 30 days after the initial business combination.
• The reporting persons have agreed not to redeem their shares in connection with a shareholder vote to approve the Issuer's proposed initial business combination.
• The Sponsor has agreed to indemnify the Issuer against certain losses to ensure the Trust Account is not depleted below a certain threshold in case of liquidation.

Future Outlook

The reporting persons have no current plans or proposals that relate to or could result in any of the matters described in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D, other than the ongoing evaluation of their investment and potential future acquisitions or dispositions. The Issuer is a blank check company formed for the purpose of effecting a business combination.

Management Comments

• Gary A. Simanson, the Chief Executive Officer and member of the Board of Directors of the Issuer, is the controlling member of the Sponsor and accordingly Mr. Simanson may be deemed to have beneficial ownership of securities reported herein.
• Mr. Simanson disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Industry Context

StockSavvy.ai notes that this filing is typical for Special Purpose Acquisition Companies (SPACs) during their formation and IPO phases, establishing the beneficial ownership structure and regulatory compliance for key insiders and sponsors.

Related Party Transactions

• The Sponsor, TBCP V, LLC, purchased 7,503,750 Class B Ordinary Shares for $25,000 and 447,000 Placement Units for $4,470,000 from the Issuer.
• Gary A. Simanson is the controlling member of the Sponsor and serves as CEO and Board member of the Issuer.

Stakeholder Impact

• Shareholders: The joint filing clarifies the ownership structure and voting intentions of key insiders, providing transparency.
• Creditors/Vendors: The Sponsor's indemnification of the Issuer against certain losses related to the Trust Account offers some protection to vendors and target businesses.
• Management: Confirms the roles and beneficial ownership of key management personnel.

Next Steps

• The reporting persons may make further acquisitions of Ordinary Shares from time to time.
• The reporting persons may dispose of any or all of the Ordinary Shares held by them at any time.
• The Issuer is expected to pursue a business combination with one or more businesses.

Key Dates

Keywords

Schedule 13D, Beneficial Ownership, Thunder Bridge Capital Partners V, Ltd., TBCP V, LLC, Gary A. Simanson, SPAC, Blank Check Company, Joint Filing Agreement