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 proceeds from the IPO and private placements, 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]. - The company has access to approximately $900,000 from IPO proceeds to cover potential claims, with estimated liquidation costs of around $100,000[113]. 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 its capital and management capabilities to improve financial results and market position[38]. - 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]. 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]. - 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]. 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 includes experienced members appointed on January 29, 2025, with a focus on governance and oversight[23]. - 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[188]. - The company has three independent directors as defined by Nasdaq rules, ensuring compliance with SEC regulations[189]. - The audit committee is composed of independent directors, with Christopher Thomas serving as chairperson, ensuring oversight of financial integrity and compliance[195]. Financial Performance and Projections - For the year ended December 31, 2025, the company reported a net income of $5,306,976, primarily from interest earned on marketable securities of $5,674,641[147]. - The company incurred total transaction 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[152]. - As of December 31, 2025, the company held marketable securities in the trust account valued at $156,724,641, including $5,674,641 of interest income[153]. - Cash used in operating activities for the year ended December 31, 2025, was $577,956, with net income impacted by interest income and changes in overallotment liability[150]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025[157]. 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]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by October 31, 2026[156]. - The company will not complete the initial business combination if the cash required for redemptions exceeds the available cash[94]. 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 was 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]. - The management report on internal control over financial reporting was not subject to attestation by a registered public accounting firm, increasing the risk of undetected weaknesses[172]. Compensation and Ethics - No cash compensation has been paid to officers or directors prior to the initial business combination, except for reimbursement of out-of-pocket expenses[190]. - The company has adopted a Code of Ethics for directors, officers, and employees, which is available for review on the SEC's website[208]. - Directors owe fiduciary duties under Cayman Islands law, including acting in good faith and avoiding conflicts of interest[209]. - The company has a duty to disclose any amendments to the Code of Ethics or waivers granted to its principal officers[213]. - The compensation for the sponsor and independent directors includes 6,059,925 Class B ordinary shares and $25,000 in consideration paid[216].

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 of $1,609,680, after deducting general and administrative costs of $113,419 [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]. - Cash used in operating activities for the nine months ended September 30, 2025, was $507,441, with net income impacted by interest earned and changes in overallotment liability [126]. Assets and Securities - 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]. - The company has cash of $424,623 as of September 30, 2025, intended for identifying and evaluating target businesses [130]. Costs and Expenses - 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]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025, and incurs a monthly fee of $10,000 for office space and administrative support [133][134]. Business Operations and Future Plans - The company plans to utilize funds from the Trust Account to complete a Business Combination and may withdraw interest to pay taxes [129]. - Management has expressed substantial doubt about the company's ability to continue as a going concern if a Business Combination is not completed by October 31, 2026 [132]. - The company has not engaged in any operations or generated operating revenues to date, with expectations to do so only after completing a Business Combination [121].

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 changes in operating assets and liabilities[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]. Costs and Fees - 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 and a deferred fee of approximately $5.25 million, contingent upon the completion of a Business Combination[126]. 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, apart from 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]. Costs and Expenses - 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[124]. - The company expects to incur significant costs in pursuing acquisition plans and cannot assure the success of completing a Business Combination[120]. Financial Position - The company has no long-term debt or significant liabilities, only incurring $10,000 per month for office space and administrative support[132]. - The company has no off-balance sheet financing arrangements or obligations as of December 31, 2024[131]. Going Concern - 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 intends to use funds held in the Trust Account primarily to complete a Business Combination and may withdraw interest to pay taxes[127].

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 incurred $8,782,919 in total costs related to the IPO, including $3,000,000 in cash underwriting fees and $5,250,000 in deferred underwriting fees[149]. - 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 trust account holds proceeds that could be reduced below $10.00 per public share due to creditor claims, with a potential redemption price of $10.07 per share[111]. - 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 of around $100,000[113]. 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[29]. - The Company aims to target businesses with sustainable competitive advantages and stable free cash flow, prioritizing those with reasonable visibility on forward financial performance[33]. - The Company plans to acquire businesses that can benefit from its capital and management capabilities to improve operations 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]. - 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 impose a minimum cash requirement for the initial business combination, which could affect the completion of the transaction if cash available is insufficient[84]. - The company may seek shareholder approval for a Business Combination, allowing shareholders to redeem their shares regardless of their vote[138]. - The company has not secured third-party financing for the business combination, and there is no assurance it will be available[58]. Management and Team Experience - 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 seeks to leverage its extensive network to identify acquisition opportunities and enhance the operations of the target business[38]. - The management team includes Prokopios (Akis) Tsirigakis as Co-CEO and Chairman, and George Syllantavos as Co-CEO and CFO, both serving since July 2024[169][170]. - George Syllantavos has a background in special purpose acquisition companies, having raised $241.5 million through ITHAX Acquisition Corp. and completed a business combination with Mondee Holdings Inc.[170]. - The company has a strong executive team with extensive experience in maritime and financial sectors, including Anastasios (Tassos) Chrysostomidis as Vice President of Business Development since July 2024[172]. - The board of directors includes experienced professionals such as Nicolas Bornozis and Christopher Thomas, who have over 40 years of experience in financial markets and corporate management[173][174]. - Harry Braunstein, a director since January 2025, has significant experience in mergers and acquisitions, having served as managing partner of Braunstein Turkish LLP since 2010[175]. Shareholder Rights and Redemption - The Company will provide public shareholders the opportunity to redeem up to 15% of the shares sold in the IPO upon completion of the initial business combination[37]. - 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]. - The company’s initial shareholders have agreed to waive their redemption rights concerning any shares held in connection with the initial business combination[83]. - Initial shareholders have waived their redemption rights regarding their founder shares and any public shares in connection with the completion of the initial business combination[206]. Financial Reporting and Compliance - The company is required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC, maintaining transparency with investors[121]. - There have been no material changes to the risk factors disclosed in the IPO prospectus dated January 29, 2025, which could significantly affect operations or financial condition[122]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risks[124]. - The company is not currently involved in any material litigation or legal proceedings that could adversely affect its business or financial condition[126]. - The company has not reported any changes in internal control over financial reporting that materially affected its operations during the most recent fiscal quarter[164]. Governance and Committees - 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, is responsible for reviewing and recommending 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 its website[199]. Operational Costs and Expenses - The company pays up to $10,000 per month for office space and administrative services, which will cease upon completion of the initial business combination or liquidation[119]. - 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 has agreed to pay its sponsor $10,000 per month for office space and administrative services starting from the date its securities are listed on Nasdaq[211]. - The company will reimburse its sponsor for up to $300,000 in loans made to cover offering-related and organizational expenses[210]. Miscellaneous - The company has not disclosed any material information regarding foreign jurisdictions that prevent inspections[166]. - There are no significant updates or other information provided in the report[165]. - The company has a policy of indemnification for its officers and directors to the maximum extent permitted by law, which may affect shareholder litigation[213]. - The company has adopted an Insider Trading Policy to ensure compliance with applicable laws and regulations regarding securities transactions by its directors and officers[217]. - Initial shareholders have agreed to a lock-up period for their founder shares and Class A ordinary shares until six months after the initial business combination[208].

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 ...