IPO and Financial Proceeds - The Company completed its IPO on January 31, 2025, raising gross proceeds of $150,000,000 from the sale of 15,000,000 units at $10.00 per unit[21]. - A total of $151,050,000, including $5,250,000 of the underwriter's deferred discount, was placed in a U.S.-based trust account[27]. - The company raised gross proceeds of $150 million from its IPO by selling 15 million units at a price of $10.00 per unit[135]. - The company completed a private placement of 555,000 units at $10.00 per unit, raising a total of $5,550,000, with 365,000 units purchased by the sponsor and 190,000 by BTIG[136]. Business Combination Strategy - The Company intends to pursue an initial business combination with an established business of scale poised for continued growth, focusing on companies with enterprise values primarily under $2 billion[20][29]. - The Company aims to target businesses with sustainable competitive advantages and stable free cash flow, prioritizing those with strong financial visibility[33][34]. - The management team plans to leverage its extensive network to identify potential acquisition targets and enhance the operations of the acquired business[38]. - The Company will seek to acquire businesses that can benefit from the capital and expertise provided by the SPAC structure, aiming for improved financial results and market position[38]. - The company has not yet selected a specific business combination target and has not engaged in substantive discussions with any potential targets[30]. Shareholder Rights and Redemption - Shareholders will have the opportunity to redeem up to 15% of the shares sold in the IPO upon completion of the initial business combination[37]. - The anticipated pro rata redemption price for public shares is approximately $10.00 per share, excluding interest or other income earned[41]. - Public shareholders will have the opportunity to redeem up to 15% of the shares sold in the IPO upon completion of the initial business combination[83]. - Public shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the IPO without prior consent from the company[95]. - The company intends to require public shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[98]. Financial Position and Use of Funds - The company has $145,800,000 available for a business combination, assuming no redemptions, after paying $5,250,000 in deferred underwriting fees[58]. - The company plans to use funds held outside the trust account primarily for identifying and evaluating target businesses and completing a business combination[154]. - The company has access to approximately $900,000 from IPO proceeds to cover potential claims, with estimated liquidation costs of around $100,000[113]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025[157]. Management and Governance - The management team has significant experience with four previous SPAC transactions, enhancing their ability to source and negotiate business combinations[32]. - The board of directors consists of five members, requiring a majority vote for initial business combination approval, including a majority of independent directors[188]. - Three independent directors are identified: Nicolas Bornozis, Christopher Thomas, and Michael Braunstein, meeting Nasdaq and SEC independence standards[189]. - The audit committee, chaired by Christopher Thomas, includes independent directors and oversees financial statement integrity and auditor performance[195][196]. - The company has established a nominating and corporate governance committee to oversee director candidate selection and governance practices[204]. Risks and Challenges - The lack of business diversification may impact the company's success, as it may depend entirely on the performance of a single business post-combination[59]. - The company may face significant competition from other SPACs in pursuing business combination candidates, which could affect acquisition terms[49]. - The company may not have the ability to recruit additional managers with the necessary skills and experience after the business combination[62]. - If the company fails to complete a business combination by October 31, 2026, it will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[156]. Internal Controls and Compliance - Management evaluated the effectiveness of disclosure controls and procedures as of December 31, 2025, concluding they were effective[167]. - Management assessed the effectiveness of internal control over financial reporting at December 31, 2025, determining it to be effective despite material weaknesses in disclosure controls[170]. - Remediation steps have been implemented to improve internal control over financial reporting, including enhancing the review process for complex securities[171]. - There were no changes in internal control over financial reporting during the fiscal quarter of 2025 that materially affected its effectiveness[175]. Compensation and Shareholder Agreements - No cash compensation has been paid to officers for services rendered prior to the initial business combination, except for reimbursement of out-of-pocket expenses[190]. - The compensation for the sponsor and independent directors includes 6,059,925 Class B ordinary shares and $25,000 in consideration paid[216]. - Initial shareholders have agreed to a lock-up period for founder shares and Class A ordinary shares until certain conditions are met[217].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,496,261, primarily from interest earned on marketable securities held in the Trust Account amounting to $1,609,680[122]. - For the nine months ended September 30, 2025, the company achieved a net income of $3,914,405, which included interest income of $4,163,505 and a change on overallotment liability of $221,454, offset by general and administrative costs of $470,554[123]. - As of September 30, 2025, the company had marketable securities in the Trust Account totaling $155,213,505, which included $4,163,505 of interest income[129]. Operating Costs - The company incurred total offering costs of $8,782,919, which included a cash underwriting fee of $3,000,000 and a deferred underwriting fee of $5,250,000[128]. - Cash used in operating activities for the nine months ended September 30, 2025, was $507,441, with net income affected by interest earned and changes in operating assets and liabilities[126]. Financial Position - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[133]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[132]. Future Plans - The company plans to use funds held in the Trust Account primarily to complete a Business Combination and may withdraw interest to pay taxes[129]. - The company intends to use cash held outside the Trust Account for identifying and evaluating target businesses and related due diligence activities[130]. Underwriting Details - The underwriters were entitled to an aggregate underwriting discount of $3,000,000 and a deferred fee of approximately $5.25 million, contingent upon the completion of a Business Combination[125].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $1,437,118, primarily from interest earned on marketable securities held in the Trust Account amounting to $1,589,800[124]. - For the six months ended June 30, 2025, the company had a net income of $2,418,144, which included interest earned of $2,553,825 and a change on overallotment liability of $221,454[124]. - Cash used in operating activities for the six months ended June 30, 2025, was $448,021, with net income impacted by interest earned and operational costs[127]. Marketable Securities - As of June 30, 2025, the company had marketable securities in the Trust Account totaling $153,603,825, including $2,553,825 of interest income[129]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with the remaining proceeds allocated for working capital[129]. Initial Public Offering Costs - The company incurred total costs of $8,782,919 related to the Initial Public Offering, which included a cash underwriting fee of $3,000,000 and a deferred underwriting fee of $5,250,000[128]. - The underwriters were entitled to an aggregate underwriting discount of $3,000,000, paid upon the closing of the Initial Public Offering[135]. Financial Resources and Concerns - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[132]. - The company has no off-balance sheet financing arrangements or long-term liabilities other than a monthly agreement for office space and administrative support[133]. Cash Position - The company had cash of $484,043 as of June 30, 2025, intended for identifying and evaluating target businesses and related due diligence[130].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $981,026, primarily from interest earned on marketable securities held in the Trust Account of $964,025 [122]. - As of March 31, 2025, the company had marketable securities in the Trust Account totaling $152,014,025, which includes $964,025 of interest income [127]. - Cash used in operating activities for the three months ended March 31, 2025, was $313,305, with net income affected by interest earned and changes in overallotment liability [125]. IPO Costs - The company incurred total costs of $8,782,919 related to the IPO, including $3,000,000 in cash underwriting fees and $5,250,000 in deferred underwriting fees [126]. - The underwriters were entitled to an underwriting discount of $0.20 per unit, totaling $3,000,000, and a deferred fee of approximately $5.25 million, contingent on completing a Business Combination [124]. Financial Position and Concerns - The company has no long-term debt or capital lease obligations, only incurring $10,000 per month for office space and administrative support [132]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern [130]. - The company may need to raise additional capital through loans or investments from its Sponsor or other parties to meet working capital needs [130]. Business Operations - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [128]. - The company has not engaged in any operations or generated operating revenues to date, with expectations to do so only after completing its initial Business Combination [121].

IPO and Fundraising - The Company completed its IPO on January 31, 2025, selling 15,000,000 units at $10.00 per unit, generating gross proceeds of $150,000,000[21]. - An additional private placement of 555,000 units was completed simultaneously with the IPO, raising $5,550,000, with the sponsor purchasing 365,000 units and BTIG purchasing 190,000 units[22]. - A total of $151,050,000, including $5,250,000 of the underwriter's deferred discount, was placed in a U.S.-based trust account[27]. - The company has $145,800,000 available for a business combination, assuming no redemptions, after paying $5,250,000 in deferred underwriting fees[58]. - The anticipated pro rata redemption price for public shares is approximately $10.00 per share, excluding interest or other income earned[41]. - The company may raise funds through equity-linked securities or loans to satisfy cash requirements for the initial business combination[94]. - The company expects to fund costs associated with dissolution from approximately $900,000 held outside the trust account[108]. - The company has access to approximately $900,000 from IPO proceeds to cover potential claims, with estimated liquidation costs not exceeding $100,000[113]. Business Combination Strategy - The Company has a 21-month period to complete its initial business combination, with the option to extend this period through shareholder approval[40]. - The Company aims to target businesses with sustainable competitive advantages and stable free cash flow, prioritizing those with strong financial visibility[33]. - The strategy includes leveraging the management team's global network to identify potential acquisition targets, focusing on companies with a clear use of proceeds and growth potential[38]. - The management team will seek to enhance the operations and market position of the target business through their collective capabilities and industry experience[38]. - The company is prepared to engage in acquisitions that may involve financially unstable or early-stage businesses, acknowledging the inherent risks[36]. - The company may structure its initial business combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[43]. - The company may not complete the initial business combination if the cash required for redemptions exceeds the available cash[84]. Shareholder Rights and Redemption - The Company intends to provide public shareholders the opportunity to redeem their shares upon the completion of the initial business combination, allowing for flexibility in shareholder participation[37]. - Public shareholders will have the opportunity to redeem up to 15% of the shares sold in the IPO at a price anticipated to be $10.00 per share, based on the trust account balance[83]. - Redemption rights will be provided either through a shareholder meeting or a tender offer, at the company's discretion[85]. - The approval of the initial business combination requires a majority vote from shareholders present at the meeting, with initial shareholders counting towards the quorum[88]. - Public shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the IPO without prior consent from the company[95]. - The company intends to require public shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[98]. - A nominal fee of approximately $100 may be charged by the transfer agent for processing share redemptions[99]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to any redemption for their shares[101]. Management and Leadership - The management team has significant experience with SPAC transactions, having completed four previous SPAC deals, which will aid in sourcing and evaluating potential targets[32]. - The management team has significant operating and transactional experience, providing access to a substantial number of potential business combination targets[44]. - Prokopios (Akis) Tsirigakis has served as Co-Chief Executive Officer since July 2024, with extensive experience in managing special purpose acquisition companies[169]. - George Syllantavos, Co-Chief Executive Officer and Chief Financial Officer, has a background in leading companies through business combinations, including raising $241.5 million for ITHAX Acquisition Corp.[170]. - Anastasios (Tassos) Chrysostomidis has been Vice President of Business Development since July 2024, previously serving in similar roles at various acquisition companies[172]. - Nicolas Bornozis, a director since January 2025, has over 40 years of experience in financial markets and investor relations, focusing on shipping companies[173]. - Christopher Thomas, a director since January 2025, has held CFO positions in multiple maritime and energy companies, enhancing the company's financial oversight[174]. - Harry Braunstein, a director since January 2025, has extensive legal experience in mergers and acquisitions, contributing to the company's strategic initiatives[175]. - The company has a strong leadership team with diverse backgrounds in finance, business development, and legal affairs, positioning it for future growth[169][170][172][173][174][175]. Governance and Compliance - The company is focused on maintaining robust internal controls and governance as it navigates its growth strategy[164][168]. - The board of directors consists of five members, requiring a majority vote for the approval of the initial business combination, including a majority of independent directors[177]. - Three independent directors have been identified: Nicolas Bornozis, Christopher Thomas, and Harry Braunstein, meeting Nasdaq and SEC independence standards[178]. - The audit committee is composed solely of independent directors, with Christopher Thomas serving as chairperson, ensuring oversight of financial integrity and compliance[186]. - The compensation committee, also comprised of independent directors, will review and recommend compensation arrangements related to the initial business combination[188]. - The company has established a nominating and corporate governance committee to oversee director nominations and corporate governance guidelines[195]. - Directors and officers owe fiduciary duties under Cayman Islands law, including acting in good faith and avoiding conflicts of interest[200]. - The company has adopted a Code of Ethics applicable to directors, officers, and employees, with amendments disclosed on the company’s website[199]. Financial Performance and Risks - The company incurred a net loss of $157,572 from inception through December 31, 2024, primarily due to compensation and administrative costs[146]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[131]. - The company expects to incur significant costs in pursuing acquisition plans and does not guarantee the success of completing a Business Combination[144]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2024[154]. - The company may need additional financing to complete its Business Combination or to address potential redemptions of public shares[153]. - The company does not face significant cybersecurity risks as it has no business operations and has not adopted a formal cybersecurity risk management program[124]. - The company is not currently involved in any material litigation or legal proceedings that could adversely affect its financial condition[126]. - The company has not encountered any cybersecurity incidents since its IPO[124]. Miscellaneous - The company has not secured third-party financing for the business combination, and there is no assurance it will be available[58]. - The lack of business diversification may impact the company's success, as it may depend entirely on the performance of a single business post-combination[59]. - Initial shareholders have waived their rights to liquidating distributions from the trust account if the initial business combination is not completed within the specified time[105]. - The company will not complete the initial business combination if the cash consideration required exceeds the available cash[94]. - The company currently has three executive officers who will devote time as necessary until the initial business combination is completed, with no full-time employees planned prior to that[120]. - No cash compensation has been paid to officers for services rendered prior to the initial business combination, with reimbursement for out-of-pocket expenses being the only form of payment[179]. - The company will seek an independent opinion for any business combination with affiliated targets to ensure fairness[211]. - Indemnification provisions for officers and directors may discourage lawsuits against them for breach of fiduciary duty[215].

As filed with the U.S. Securities and Exchange Commission on January 13, 2025. Registration No. 333-283612 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Stellar V Capital Corp. (Exact name of registrant as specified in its charter) _____________________________________ | Cayman Islands | 6770 | 86-2887484 | | --- | --- | --- | | (State or other jurisdiction of | ...

As filed with the U.S. Securities and Exchange Commission on December 4, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ Stellar V Capital Corp. (Exact name of registrant as specified in its charter) _____________________________________ | Cayman Islands | 6770 | 86-2887484 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indust ...