What changed in this filing

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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-31 · 809 added, 579 removed, 1464 unchanged (49% of the section changed)

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Over Financial Reporting

This Annual Report on Form 10-K does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being

made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting at December 31, 2025.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, due to our determination of the material weaknesses in our disclosure

controls, as described above, management determined that we maintain an effective internal control over financial reporting as of December

has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our

review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to

accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and

consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

report of the registered public accounting firm

report on internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant

to rules of the Securities and Exchange Commission that permit a smaller reporting company to provide only Management’s report

in this annual report, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go

Changes in Internal Control over Financial Reporting

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal

quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting

that occurred during the fiscal quarter of 2025 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Other Information.

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Prokopios (Akis) Tsirigakis

Co-Chief Executive Officer, President and Chairman of the Board

Co-Chief Executive Officer,

President and Chairman of the Board

George Syllantavos

Co-Chief Executive Officer and Chief Financial Officer, Director

Co-Chief Executive Officer

and Chief Financial Officer, Director

Anastasios (Tassos) Chrysostomidis

Vice President of Business Development

Vice President of Business

Nicolas Bornozis

Christopher Thomas

Harry Braunstein

Michael Braunstein

Below is a summary of the business experience

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holds a diploma in Business Administration from Crawley College, England.

Harry Braunstein has served

as our director since January 29, 2025.

Braunstein has been practicing law for over 49 years with a focus on corporate and

commercial real estate transactions.

He has been serving as the managing partner of Braunstein Turkish LLP since 2010, which specializes

in mergers and acquisitions, joint ventures, private placements, transactional real estate, commercial lending, and franchise law.

January 2021 till February 2022, he served as Board member of Growth Capital Acquisition Corp.

GCAC), a special purpose acquisition

company that raised $172.5 million in February 2021 and merged with Cepton Inc.

CPTN) in early February 2022.

Prior to founding

Braunstein Turkish LLP, Mr.

Braunstein practiced with the Wall Street law firm Herzfeld & Rubin, P.C.

for over twenty years,

ultimately becoming head of the real estate group before establishing his own firm.

Braunstein was a substantial shareholder

and the Chairman of the Board of, Gotham Bank of New York, a commercial bank and member of the Federal Reserve.

Gotham Bank was sold to

Provident Bank, a subsidiary of Provident New York Bancorp (NYSE:

PBNY) in August of 2012 and in April of 2013 Provident Bank acquired

Sterling National Bank (NYSE:

STL) which subsequently merged into Webster Bank (NYSE:

Following the sale, he became a member of

the New York advisory board of Sterling.

Braunstein was admitted to the New York bar and is admitted to practice before the Federal

courts of the United States and holds a BA in Political Science from Queens College and a Juris Doctor degree from Brooklyn Law School.

Michael Braunstein has served

as our director since February 28, 2026.

Braunstein has been a partner of Braunstein Turkish LLP since September 2009, and the managing

member of Sunset Capital 1 LLC and its affiliate entities since November 2025.

From January 2024 to November 2025, Mr.

Braunstein was

the president of Sunset Capital 1 LLC and its affiliate entities.

From January 2019 to December 2023, he was the vice president of Sunset

Capital 1 LLC and its affiliate entities.

Braunstein is also a director of Sunset Capital 1 LLC.

Braunstein received his bachelor

degree in music business from New York University in 2004 and his Juris Doctor degree from Brooklyn Law School in 2009.

Nikolas Tsirigakis is our advisor

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in the Nasdaq rules and applicable SEC rules.

Our board has determined that each of Nicolas Bornozis, Christopher Thomas and Harry Braunstein

Our board has determined that each of Nicolas Bornozis, Christopher Thomas and Michael Braunstein

is an independent director under applicable SEC and Nasdaq rules.

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Audit Committee

We have established an audit committee of the

board of directors.

The initial members of our audit committee are Nicolas Bornozis, Christopher Thomas and Harry Braunstein, each of

whom meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Christopher Thomas will serve as chairperson of the audit committee.

We have established an audit committee of the board of directors.

members of our audit committee are Nicolas Bornozis, Christopher Thomas and Michael Braunstein, each of whom meet the independent director

standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Christopher Thomas serves

as chairperson of the audit committee.

Each member of the audit committee is financially

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Compensation Committee

We have established a compensation committee of

the board of directors.

The initial members of our compensation committee are Nicolas Bornozis, Christopher Thomas and Harry Braunstein.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee,

all of whom must be independent.

Nicolas Bornozis, Christopher Thomas and Harry Braunstein are independent and Nicolas Bornozis chairs

the compensation committee.

We have established a compensation committee of the board of directors.

The members of our compensation committee are Nicolas Bornozis, Christopher Thomas and Michael Braunstein.

Under the Nasdaq listing standards

and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Bornozis, Christopher Thomas and Michael Braunstein are independent and Nicolas Bornozis chairs the compensation committee.

We adopted a compensation committee charter, which

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Nominating and Corporate Governance Committee

We have established a nominating and corporate

governance committee of the board of directors.

The members of our nominating and corporate governance are Nicolas Bornozis, Christopher

Thomas and Harry Braunstein and Harry Braunstein serves as chair of the nominating and corporate governance committee.

We have established a nominating and corporate governance committee

of the board of directors.

The members of our nominating and corporate governance are Nicolas Bornozis, Christopher Thomas and Michael

Braunstein and Michael Braunstein serves as chair of the nominating and corporate governance committee.

We adopted a nominating and corporate governance

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Vessel Investments

Harry Braunstein

Michael Braunstein

Braunstein Turkish LLP

Managing Partner

Potential investors should also be aware of the

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or to be Paid

Stellar V Sponsor LLC and our three independent directors (Nicolas Bornozis, Christopher Thomas and Harry Braunstein)

Stellar V Sponsor LLC and our three independent directors (Nicolas Bornozis, Christopher Thomas and Michael Braunstein)

6,059,925 Class B Ordinary shares.

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Christopher Thomas

Harry Braunstein

Michael Braunstein

All officers, directors and directors as a group (6 persons)

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held after our IPO, Class A ordinary shares issuable pursuant to a private placement.

(2) Stellar V Sponsor LLC is the record holder of the shares

reported herein.

Stellar V Sponsor LLC is the record holder of the shares reported herein.

Prokopios (Akis) Tsirigakis and George Syllantavos are the managing members of Stellar V Sponsor LLC.

(Akis) Tsirigakis and George Syllantavos have voting and investment discretion with respect to the ordinary shares held of record by

Stellar V Sponsor LLC.

Prokopios (Akis) Tsirigakis and George Syllantavos have voting and investment discretion with respect to the ordinary shares held of record by Stellar V Sponsor LLC.

As of the date of this report, no other person has a direct or indirect material interest in our sponsor.

Tsirigakis and Syllantavos disclaim any beneficial ownership of the securities held by Stellar V Sponsor LLC other than to the

extent of any pecuniary interest they each may have therein, directly or indirectly.

Tsirigakis and Syllantavos disclaim any beneficial ownership of the securities held by Stellar V Sponsor LLC other than to the extent of any pecuniary interest they each may have therein, directly or indirectly.

When Harry Braunstein, the Company’s former independent director, passed away in November 2025, the 25,000 Class B ordinary shares he owned stayed in a trust created under his will for the benefit of his spouse.

After the Board appointed Michael Braunstein as an independent director of the Company, the trust transferred these 25,000 Class B ordinary shares to Michael Braunstein, the son of Harry Braunstein.

Immediately after our IPO, our initial shareholders

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5,984,925 (4)

Harry Braunstein (5)

Michael Braunstein (5)

Nicolas Bornozis (5)

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an interest in one private unit owned by the sponsor.

(4) Prokopios (Akis) Tsirigakis and George Syllantavos have voting

power and share dispositive power with respect to all the outstanding units of the Sponsor.

The 5,984,925 Class A Units includes (i)

1,365,588 units allocated to Prokopios (Akis) Tsirigakis, (ii) 1,358,088 units allocated to George Syllantavos, (iii) 300,000 units allocated

to Harry Braunstein, (iv) 150,000 units allocated to Nicolas Bornozis, and (v) 170,000 units allocated to Anastasios (Tassos) Chrysostomidis,

the Company’s Vice President of business development.

Prokopios (Akis) Tsirigakis and George Syllantavos have voting power and share dispositive power with respect to all the outstanding units of the Sponsor.

The 5,984,925 Class A Units includes (i) 1,365,588 units allocated to Prokopios (Akis) Tsirigakis, (ii) 1,358,088 units allocated to George Syllantavos, (iii) 150,000 units allocated to Michael Braunstein, (iv) 150,000 units allocated to Nicolas Bornozis, (v) 170,000 units allocated to Anastasios (Tassos) Chrysostomidis, the Company’s Vice President of business development and (vi) 150,000 units allocated to an individual who is neither a director nor an officer of the Company.

(5) Such persons share dispositive power over these securities

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The following is a summary of fees paid to Withum for services rendered.

During the period from July

During the year ended December 31, 2025 and for the period from July

12, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $133,000

for the services Withum performed in connection with our IPO and the audit of our December 31, 2024 financial statements included in

this Annual Report on Form 10-K.

and $97,240 for the services Withum performed in connection with our IPO and the audit of our December 31, 2025 and 2024 financial statements

included in this Annual Report on Form 10-K.

Audit-Related Fees.

During the period from

July 12, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related

During the year ended December 31, 2025 and for the period from July

12, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related

services related to the performance of the audit or review of financial statements.

During the period from July 12,

2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance,

tax advice and tax planning.

During the year ended December 31, 2025 and for the period from July

12, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax

compliance, tax advice and tax planning.

All Other Fees .

During the period from

July 12, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered

During the year ended December 31, 2025 and for the period from July

12, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered

public accounting firm other than those set forth above.

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Our audit committee was formed upon the consummation

of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to

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Financial Statements:

Financial Statements of Stellar V Capital Corp.:

Report of Independent Registered Public

Accounting Firm

Balance Sheet as of December 31, 2024

Statement of Operations for the period from July 12, 2024 (Inception) through December 31, 2024

Statement of Changes in Shareholders’ Deficit for the period from July 12, 2024 (Inception) through December 31, 2024

Statement of Cash Flows for the period from July 12, 2024 (Inception) through December 31, 2024

Financial Statements of Stellar

V Capital Corp.:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2025 and 2024

Statement of Operations for the year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31, 2024

Notes to Financial Statements

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333-283612) filed with the SEC on December 4, 2024)

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the annual report on Form 10-K filed with the SEC on March 31, 2025)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to the annual report on Form 10-K filed with the SEC on March 31, 2025)

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-1 (file No.

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on the dates indicated.

/s/ Prokopios (Akis) Tsirigakis

Co-Chief Executive Officer, President and Chairman of the Board

March 31, 2025

Prokopios (Akis) Tsirigakis

(Principal Executive Officer)

/s/ George Syllantavos

Co-Chief Executive Officer and Chief Financial Officer

March 31, 2025

Executive Officer, President and Chairman of the Board

Prokopios (Akis) Tsirigakis

Executive Officer)

George Syllantavos

(Principal Accounting and Financial Officer)

/s/ Nicolas Bornozis

March 31, 2025

Executive Officer and Chief Financial Officer

George Syllantavos

Accounting and Financial Officer)

Nicolas Bornozis

/s/ Christopher Thomas

March 31, 2025

Nicolas Bornozis

Christopher Thomas

/s/ Harry Braunstein

March 31, 2025

Harry Braunstein

Christopher Thomas

Michael Braunstein

STELLAR V CAPITAL CORP.

INDEX TO FINANCIAL STATEMENTS

Financial Statements of Stellar V Capital Corp.:

Report of Independent Registered Public

Accounting Firm (PCAOB ID No.

Balance Sheet as of December 31, 2024

Statement of Operations for the period from July 12, 2024 (Inception) through December 31, 2024

Statement of Changes in Shareholders’ Deficit for the period from July 12, 2024 (Inception) through December 31, 2024

Statement of Cash Flows for the period from July 12, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Financial Statements:

Sheets as of December 31, 2025 and 2024

of Operations for the year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31, 2024

of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from July 12, 2024 (inception)

through December 31, 2024

of Cash Flows for the year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31, 2024

to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors of

To the Shareholders and the Board of Directors

Stellar V Capital Corp.

Opinion on the Financial Statements

We have audited the accompanying balance

sheet of Stellar V Capital Corp.

(the “Company”) as of December 31, 2024 and the related statements of operations, changes

in shareholders’ deficit and cash flows for the period from July 12, 2024 (inception) through December 31, 2024 and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows

for the period from July 12, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in

the United States of America.

We have audited the accompanying balance sheets

of Stellar V Capital Corp.

as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’

deficit and cash flows for year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31, 2024 and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations

and its cash flows for the year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31, 2024 in

conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company

is unable to raise additional funds to alleviate liquidity needs and complete a business combination by October 31, 2026, then the Company

will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent

dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Basis for Opinion

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of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

Our audits included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well

as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

WithumSmith+Brown, PC

We have served as the Company’s auditor

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STELLAR V CAPITAL CORP.

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

Prepaid insurance

Prepaid expenses

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Deferred offering costs

Liabilities and Shareholders’ Deficit

Long-Term prepaid insurance

Marketable securities held in Trust Account

$ 157,175,901

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

Current liabilities

Accrued expenses

Accounts payable and accrued expenses

Accrued offering costs

Promissory note - related party

Total current liabilities

Deferred underwriting fee

Total Liabilities

Commitments and Contingencies

Commitments (Note 6)

Class A ordinary shares subject to possible redemption, 15,000,000 shares at redemption value of $ 10.45 and $ 0 per share at December 31, 2025 and 2024, respectively

Shareholders’ Deficit

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1,000,000 shares authorized;

none issued or outstanding

none issued or outstanding at December 31, 2025 and 2024

Class A ordinary shares, $ 0.0001 par value;

489,000,000 shares authorized;

none issued or outstanding

555,000 and no shares issued and outstanding (excluding 15,000,000 and 0 shares subject to possible redemption) at December 31, 2025 and 2024, respectively

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

6,059,925 shares issued and outstanding (1)

6,059,925 shares issued and outstanding at December 31, 2025 and 2024 (1)

Additional paid-in capital

Accumulated deficit

( 4,923,522 )

Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

(1) On October 2, 2024, the Company, through a share capitalization, issued the Sponsor an additional 1,747,425

Class B ordinary shares as bonus shares, as a result of which the Sponsor has purchased an aggregate of 6,059,925 Class B ordinary shares.

( 4,922,860 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

$ 157,175,901

(1) On October 2, 2024, the Company, through a share capitalization, issued the Sponsor an additional 1,747,425 Class B ordinary shares as bonus shares, as a result of which the Sponsor has purchased an aggregate of 6,059,925 Class B ordinary shares.

All share and per share data has been retrospectively presented.

The accompanying notes are an integral part

of these financial statements.

The accompanying notes are an integral part of

the financial statements.

STELLAR V CAPITAL CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 12, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

STATEMENTS OF OPERATIONS

General and administrative costs

Loss from Operations

Other expense:

Other income (expense):

Change in fair value of over-allotment option liability

Share-based compensation expense

Total other expenses

Interest earned on marketable securities held in Trust Account

Total other income (expense)

Net income (loss)

$ ( 157,572 )

Weighted average Class B ordinary

shares outstanding, basic and diluted (1)

Basic and diluted net loss per Class B ordinary share

(1) On October 2, 2024, the Company, through a share capitalization, issued the Sponsor an additional 1,747,425

Class B ordinary shares as bonus shares, as a result of which the Sponsor has purchased an aggregate of 6,059,925 Class B ordinary shares.

All share and per share data has been retrospectively presented.

The accompanying notes are an integral part

of these financial statements.

Basic and diluted weighted average shares outstanding, Class A ordinary shares

Basic and diluted net income (loss) per share, Class A ordinary shares

Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)

Basic and diluted net income (loss) per share, Class B ordinary shares

October 2, 2024, the Company, through a share capitalization, issued the Sponsor an additional 1,747,425 Class B ordinary shares as bonus

shares, as a result of which the Sponsor has purchased an aggregate of 6,059,925 Class B ordinary shares.

All share and per share data

has been retrospectively presented.

The accompanying notes are an integral part of

the financial statements.

STELLAR V CAPITAL CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM JULY 12, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

Class B Ordinary Shares

STATEMENTS OF CHANGES IN SHAREHOLDERS’

Ordinary Shares

Shareholders’

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Balance – December 31, 2024

Sale of 555,000 Private Placement Units

Fair value of Public Warrants at issuance

Allocated value of transaction costs to Private Placement shares, Public Warrants and over-allotment liability

Accretion of Class A ordinary shares to redemption amount

( 6,775,209 )

(1) On October 2, 2024, the Company, through a share capitalization, issued the Sponsor an additional 1,747,425

Class B ordinary shares as bonus shares, as a result of which the Sponsor has purchased an aggregate of 6,059,925 Class B ordinary shares.

All share and per share data has been retrospectively presented.

The accompanying notes are an integral part

of these financial statements.

( 10,072,926 )

( 16,848,135 )

Balance – December 31, 2025

$ ( 4,923,522 )

$ ( 4,922,860 )

October 2, 2024, the Company, through a share capitalization, issued the Sponsor an additional 1,747,425 Class B ordinary shares as bonus

shares, as a result of which the Sponsor has purchased an aggregate of 6,059,925 Class B ordinary shares.

All share and per share data

has been retrospectively presented.

The accompanying notes are an integral part of

the financial statements.

STELLAR V CAPITAL CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 12, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

For the period

Cash Flows from Operating Activities:

Net income (loss)

$ ( 157,572 )

Adjustments to reconcile net loss to net cash used in operating activities:

Formation costs through promissory note – related party

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Share-based compensation expense

Operating costs paid through promissory note – related party

Payment of general and administrative costs through promissory note

Interest earned on marketable securities held in Trust Account

( 5,674,641 )

Change in fair value of over-allotment liability

Changes in operating assets and liabilities:

Accrued expenses

Prepaid expenses

Prepaid insurance

Long-Term prepaid insurance

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 151,050,000 )

Net cash used in investing activities

( 151,050,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Due from Sponsor

Repayment of due from Sponsor

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash – beginning of the period

Cash – end of the period

Cash – Beginning of period

Cash – End of period

Non-cash financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs paid through promissory note - related party

Offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs paid through promissory note – related party

Prepaid expenses paid through promissory note - related party

The accompanying notes are an integral part

of these financial statements.

Prepaid services contributed by Sponsor through promissory note - related party

Accretion of Class A ordinary shares to redemption amount

Deferred underwriting fee payable

The accompanying notes are an integral part of

the financial statements.

STELLAR V CAPITAL CORP.

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opportunity in any industry or geographic location.

As of December 31, 2024, the Company had not yet

commenced operations.

As of December 31, 2025, the Company had not

yet commenced operations.

All activity for the period from July 12, 2024 (inception) through December 31, 2025 relates to the Company’s

formation and the initial public offering (the “Initial Public Offering”), which is described below.

The Company will not

generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate

non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected

December 31 as its fiscal year end.

formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial

Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until

after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of

interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year

The registration statement for the Company’s

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Of those 555,000 Private Placement Units,

the Sponsor purchased 365,000 private units and BTIG purchased 190,000 private units.

the Sponsor purchased 365,000 units and BTIG purchased 190,000 units.

Transaction costs amounted to $ 8,782,919 , consisting

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The Company’s management has broad discretion

with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Units, although

substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Units,

although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company’s

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Stock Transfer & Trust Company acting as trustee.

The funds will be held in cash, including in demand deposit accounts at a bank,

or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment

The funds will be held in cash, including in demand deposit accounts at a

bank, or invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment

Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated

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to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

All of the Public Shares contain a redemption

feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender

offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Memorandum

and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”).

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

All of the Public Shares contain a

redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a

shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to

the Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of

Association”).

In accordance with U.S.

and Exchange Commission (“SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities

from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require

ordinary shares subject to redemption to be classified outside of permanent equity.

Accordingly, all of the Public Shares were presented

as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Given that the Public Shares

were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified

as temporary equity were the allocated proceeds determined in accordance with FASB ASC Topic 470-20, “Debt with Conversion

and Other Options.” The resulting discount to the initial carrying value of temporary equity was accreted upon closing the Initial

Public Offering such that the carrying value was equal to the redemption value on such date.

The accretion or remeasurement was recognized

as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accretion associated with the redeemable

Class A ordinary shares was excluded from earnings per share as the redemption value approximates fair value.

The Public Shares are

redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.

Securities and Exchange Commission (“SEC”) and its guidance on

redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”

(“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary

shares subject to redemption to be classified outside of permanent equity.

Accordingly, all of the Public Shares were presented as

temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Given that the Public

Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary

shares classified as temporary equity were the allocated proceeds determined in accordance with FASB ASC Topic 470-20,

“Debt with Conversion and Other Options.” The resulting discount to the initial carrying value of temporary equity was

accreted upon closing the Initial Public Offering such that the carrying value was equal to the redemption value on such date.

accretion or remeasurement was recognized as a reduction to retained earnings, or in absence of retained earnings, additional

paid-in capital.

Accretion associated with the redeemable Class A ordinary shares was excluded from earnings per share as the

redemption value approximates fair value.

The Public Shares are redeemable and are classified as such on the balance sheets until

such date that a redemption event takes place.

Additionally, each Public Shareholder may elect

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Public Offering (the “Initial Shareholders”) will agree to vote their Founder Shares in favor of a Business Combination.

addition, the Initial Shareholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares

In addition, the Initial Shareholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares

in connection with the completion of a Business Combination.

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Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are restricted from redeeming its shares

with respect to more than an aggregate of 15 % or more of the Class A ordinary shares sold in the Initial Public Offering, without

the prior consent of the Company.

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are restricted from redeeming

its shares with respect to more than an aggregate of 15 % or more of the Class A ordinary shares sold in the Initial Public Offering,

without the prior consent of the Company.

The Sponsor, executive officers, directors and

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Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned on the funds held in the Trust Account (which interest shall be net of taxes payable, but without deduction for any excise or similar

tax that may be due or payable, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidating distributions, if any) subject to the Company’s obligations under Cayman Islands law to provide for claims of

creditors and in all cases subject to the other requirements of applicable law.

In such event, the warrants will expire and be worthless.

In connection with the redemption of 100 % of the

Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata

portion of the amount then in the Trust Account, plus any pro rata interest earned on the fund held in the Trust Account (which interest

shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and up to $ 100,000 of interest

to pay dissolution expenses).

The Initial Shareholders will agree to waive their

liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within

the Combination Period.

earned on the funds held in the Trust Account (which interest shall be net of taxes payable, but without deduction for any excise or

similar tax that may be due or payable, and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to

receive further liquidating distributions, if any) subject to the Company’s obligations under Cayman Islands law to provide for

claims of creditors and in all cases subject to the other requirements of applicable law.

In such event, the warrants will expire and

be worthless.

In connection with the redemption of 100 % of

the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata

portion of the amount then in the Trust Account, plus any pro rata interest earned on the fund held in the Trust Account (which

interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and up to $ 100,000

of interest to pay dissolution expenses).

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Initial Shareholders will agree to waive

their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the combination

However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled

to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination

within the combination window.

The underwriters will agree to waive their rights to their deferred underwriting commission (see Note 6)

held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such

held in the Trust Account in the event the Company does not complete a Business Combination within the combination window and, in such

event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s

Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for

distribution (including Trust Account assets) will be only $ 10.07 per share initially held in the Trust Account.

In order to protect the

amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third

party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into

a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in

the Trust Account to below the lesser of (i) $ 10.07 per Public Share and (ii) the actual amount per Public Share held in the

Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.07 per share due to reductions in the value of

the trust assets, less taxes payable, other than any excise or similar tax that may be due or payable;

provided that such liability will

not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held

in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of

the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

In the event of such distribution, it is possible that the per share value of the residual assets remaining available

for distribution (including Trust Account assets) will be only $ 10.07 per share initially held in the Trust Account.

In order to protect

the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by

a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered

into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds

in the Trust Account to below the lesser of (i) $ 10.07 per Public Share and (ii) the actual amount per Public Share held in

the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.07 per share due to reductions in the value

of the trust assets, less taxes payable, other than any excise or similar tax that may be due or payable;

provided that such liability

will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies

held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity

of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

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held in the Trust Account.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented

in conformity with accounting principles generally accepted in the United States of America (the “U.S.

GAAP”) and pursuant

to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

Liquidity and Capital Resources

The Company’s liquidity needs up to December

31, 2024 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 5).

31, 2024, the Company had cash of $ 0 and working capital deficit of $ 410,501 .

Liquidity, capital resources and going

At December 31, 2025, the Company had cash of $ 354,108 and working

capital of $ 320,514 .

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any

of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

the Company completes a Business Combination, the Company would repay such loaned amounts at that time.

Up to $ 1,500,000 of such Working

Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per unit.

The units would be identical

to the Private Placement Units.

As of December 31, 2024, the Company had no borrowings under the Working Capital Loans.

or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or

any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination,

the Company would repay such loaned amounts at that time.

Up to $ 1,500,000 of such Working Capital Loans may be converted into units

of the post-Business Combination entity at a price of $ 10.00 per unit.

The units would be identical to the Private Placement Units.

of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment

of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” the Company does not believe it will need to raise additional funds

in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of identifying a target business,

undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company

may have insufficient funds available to operate its business prior to the initial Business Combination.

Management has determined that

the Company has access to funds from the Sponsor to finance the working capital needs of the Company within one year from the date of

issuance of the financial statements.

of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company lacks the financial resources it needs

to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial

The Company cannot ensure that its plans to raise capital or to consummate an initial Business Combination will be successful.

In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Combination

Period by October 31, 2026, then the Company will cease all operations except for the purpose of liquidating.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management plans to consummate an initial Business

Combination prior to the mandatory liquidation date.

No adjustments have been made to the carrying amounts of assets or liabilities should

the Company be required to liquidate after October 31, 2026.

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of presentation

The accompanying financial statements are presented

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging growth company

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approval of any golden parachute payments not previously approved.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Further, Section 102(b)(1) of the JOBS Act exempts

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growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

This may make

comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

The preparation of the financial statements in

conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise

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with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 0 in cash and no cash equivalents

as of December 31, 2024.

The Company had $ 354,108 and $0 in cash and

no cash equivalents as of December 31, 2025 and 2024.

Marketable securities held in Trust Account

As of December 31, 2025, all of the assets held in the Trust Account

are held in money market funds which are invested primarily in U.S.

treasury securities.

The investments held in Trust Account are classified

as trading securities.

Trading securities are presented on the balance sheets at fair value at the end of each reporting period.

and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable

securities held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust

Account is determined using available market information.

As of December 31, 2025 and 2024, there were $ 156,724,641 and $0 assets held

in the Trust Account, respectively.

Concentration of credit risk

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Fair value measurements

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts

represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying

amounts represented in the balance sheets, primarily due to their short-term nature.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Fair value is defined as the price that would

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GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and

the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as

inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar

instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as

unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such

as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure

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instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the

fair value reported in the statement of operations.

The classification of derivative instruments, including whether such instruments should

be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the

balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required

within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument

indexed on the contingently redeemable shares and would have been accounted for as a liability pursuant to ASC 480 if not fully exercised

at the time of the Initial Public Offering.

The underwriters did not exercise their overallotment option at the closing of the Initial

Public Offering.

Deferred offering costs

fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified

in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be

required within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial

instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480 since the underwriters

did not exercise their over-allotment option at the closing of Initial Public Offering.

However, the underwriters did not exercise the

over-allotment option and the option expired, effective March 17, 2025, and the over-allotment option liability was derecognized.

of December 31, 2025, the full over-allotment option expired unexercised.

Offering costs

The Company complies with the requirements of

the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs

consist principally of professional and registration fees that are related to the Initial Public Offering.

the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist

principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt

with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and

debt components.

with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity

and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A

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Offering costs allocated to the Public Shares were charged to temporary equity,

and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as the Public and

Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

The Company complies with the accounting and reporting

requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for

the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s

management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2024, there were no unrecognized tax benefits

and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in

significant payments, accruals or material deviation from its position.

and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as the Public

and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

The Company complies with the accounting and

reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement

attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes

accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2025 and 2024, there were

no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under

review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income

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under equity treatment at their assigned values.

As of December 31, 2024, there were no Public or Private Warrants outstanding.

Net loss per ordinary share

Net loss per ordinary share is computed by dividing

net loss by the weighted average number of ordinary shares outstanding during the period.

At December 31, 2024, the Company did not have

any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in

the earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Class A shares subject to possible redemption

The Company accounted for the Public and Private

Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with guidance contained

in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments

under equity treatment at their assigned values.

The Public Shares contain a redemption feature

which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company

classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within

the control of the Company.

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying

value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying

value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of December 31, 2025, the Class

A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds

$ 150,000,000

Proceeds allocated to Public Warrants

( 1,222,500 )

Proceeds allocated to over-allotment option

Class A ordinary shares issuance costs

( 8,679,540 )

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2025

$ 156,724,641

Net income (loss) per ordinary share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred

to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of ordinary

This presentation assumes a business combination as the most likely outcome.

Net income (loss) per ordinary share is calculated

by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss)

per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement

to purchase an aggregate of 8,332,500 Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, because

their exercise is contingent upon future events.

As a result, diluted net income (loss) per ordinary share is the same as basic net income

(loss) per share ordinary for the year ended December 31, 2025 and for the period from July 12, 2024 (inception) through December 31,

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption

value approximates fair value.

The Company has considered the effect of Class

B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by

the underwriters.

Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning

of the interim period to determine the dilutive impact of these shares.

The following table presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:

For the Year Ended

December 31, 2025

the period from

July 12, 2024 (inception)

December 31, 2024

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

$ ( 157,572 )

Weighted-average shares outstanding

Basic and diluted net income (loss) per ordinary share

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Share-based compensation

The Company records share-based compensation in

accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its

The Company records share-based compensation

in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account

for its share-based compensation.

It defines a fair value-based method of accounting for an employee share option or similar equity

The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the

estimated number of awards that are ultimately expected to vest.

Share-based payments are valued using a Black-Scholes option

pricing model.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair

value of the share-based payment, which is the more readily determinable value.

The grants are amortized on a straight-line basis

over the requisite service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur, any

previously recognized compensation cost is reversed in the period related to the termination of service.

Share-based compensation

It defines a fair value-based method of accounting for an employee share option or similar equity instrument.

The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number

of awards that are ultimately expected to vest.

Share-based payments are valued using a Black-Scholes option pricing model.

share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment,

which is the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods, which

is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed

in the period related to the termination of service.

Share-based compensation expenses are included in costs and operating expenses depending

on the nature of the services provided in the statement of operations.

expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of

Recent accounting standards

8 unchanged sentences

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide

all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

The Company has adopted ASU 2023-07 for the year ended December 31, 2024.

ASU 2023-07 does not have a material effect on the

Company’s financial statements.

Management does not believe that any recently

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to

provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

The Company adopted ASU 2023-07 on January 31, 2025, the date of the Initial Public Offering.

Management does not believe that any other recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

INITIAL PUBLIC OFFERING

PUBLIC OFFERING

Pursuant to the Initial Public Offering, on January

31, 2025, the Company sold 15,000,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary

share and one-half of one redeemable Public Warrant.

Each whole Public Warrant entitles the holder to purchase one Class A ordinary

share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 7).

Each Unit consists of one Class A

ordinary share and one-half of one redeemable Public Warrant.

Each whole Public Warrant entitles the holder to purchase one Class A

ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

2 unchanged sentences

Unit, or $ 5,550,000 in the aggregate.

Of those 555,000 private units, the Sponsor purchased 365,000 private units and BTIG purchased 190,000

private units.

Of those 555,000 Private Placement Units, the Sponsor purchased 365,000 units and BTIG purchased

190,000 units.

Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Private

4 unchanged sentences

Founder shares

On July 15, 2024, the Sponsor made a capital

contribution $ 25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 4,312,500 Class B ordinary

(the “Founder Shares”).

On October 2, 2024, the Company, through a share capitalization, issued the Sponsor an additional

1,747,425 Class B ordinary shares as bonus shares, as a result of which the Sponsor has purchased an aggregate of 6,059,925 Class B ordinary

On July 15, 2024, the Sponsor made a

capital contribution of $ 25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 4,312,500

Class B ordinary shares (the “Founder Shares”).

On October 2, 2024, the Company, through a share capitalization,

issued the Sponsor an additional 1,747,425 Class B ordinary shares as bonus shares, as a result of which the Sponsor has purchased

an aggregate of 6,059,925 Class B ordinary shares.

On December 2, 2024, the Sponsor transferred

25,000 Class B ordinary shares to each of the three independent director nominees for approximately $ 0.004 per share.

After such transfer, the

sponsor holds an aggregate of 5,984,925 Class B ordinary shares, and the three independent director nominees hold an aggregate of 75,000

After such transfer,

the Sponsor holds an aggregate of 5,984,925 Class B ordinary shares, and the three independent director nominees hold an aggregate of

75,000 Class B ordinary shares, in addition to the interests they hold indirectly through the membership in the Sponsor.

All share and per share

data has been retrospectively presented.

The sale of the Founders Shares to the Company’s independent directors is in the scope

of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

All share and

per share data has been retrospectively presented.

The sale of the Founder Shares to the Company’s independent directors is in

the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation

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2, 2024, the date the shares were granted, as there are no service restrictions.

With certain limited exceptions, the Founder Shares

are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated

with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i) six months after

the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange

or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange

their Class A ordinary shares for cash, securities or other property;

except to certain permitted transferees and under certain circumstances

as described herein.

Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders

with respect to any Founder Shares.

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals

or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)

for any 20 trading days within any 30 -trading day period commencing at least 30 days after the initial Business Combination

or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the

right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

With certain limited exceptions, the Founder

Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities

affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i) six

months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger,

share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the

right to exchange their Class A ordinary shares for cash, securities or other property;

except to certain permitted transferees

and under certain circumstances as described herein.

Any permitted transferees will be subject to the same restrictions and other agreements

of the Initial Shareholders with respect to any Founder Shares.

Notwithstanding the foregoing, if (1) the closing price of the Class A

ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30 -trading day period commencing at least 30 days after the initial Business

Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders

having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Related party loans

1 unchanged sentence

30, 2024, the Sponsor agreed to loan the Company up to $ 300,000 pursuant to a promissory note (the “Note”).

The Note was non-interest

bearing, unsecured and due on the earlier of March 31, 2025 (as amended) or the closing of the Initial Public Offering.

As of December

31, 2024, the Company had borrowed $ 167,696 under the Promissory Note.

On January 31, 2025, the Company repaid the total outstanding balance

of the note amounting to $ 242,696 .

Borrowings under the note are no longer available.

In addition, in order to finance transaction costs

in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but

are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business

Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans

may be converted into units of the post Business Combination entity at a price of $ 10.00 per Unit.

The units would be identical to the

Private Placement Units.

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 December 31, 2024, the Company had no borrowings under the Working Capital Loans.

non-interest bearing, unsecured and due on the earlier of March 31, 2025 (as amended) or the closing of the Initial Public Offering.

On January 31, 2025, the Company repaid the total outstanding balance of the Note amounting to $ 242,696 .

Borrowings under the Note are

no longer available.

In addition, in order to finance transaction

costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their

affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to

repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the

lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be converted into units of the post Business

Combination entity at a price of $ 10.00 per Unit.

The units would be identical to the Private Placement Units.

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

As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans.

Due from Sponsor

The Company paid the Sponsor an amount of $ 25,000

in excess of the outstanding promissory note balance at the closing of the Initial Public Offering.

The excess payment of $ 25,000 was

due to the Company as of January 31, 2025, and was subsequently returned to the Company on February 3, 2025.

Administrative services agreement

2 unchanged sentences

a fee of approximately $ 10,000 per month for office space, utilities, and secretarial and administrative support services.

COMMITMENTS AND CONTINGENCIES

ended December 31, 2025, the Company incurred and paid $ 110,000 in fees for these services.

For the period from July 12, 2024 (inception)

through December 31, 2024, no expenses incurred for these services.

Registration and shareholder rights

The holders of the Founder Shares, private units

(and underlying securities) and any units (and underlying securities) that may be issued on conversion of working capital loans are entitled

to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale.

of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent

to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant

to Rule 415 under the Securities Act.

The registration rights granted to BTIG are limited to one demand and unlimited piggyback rights

for periods of five and seven years, respectively, from the commencement of sales of the Initial Public Offering with respect to the registration

under the Securities Act of the Private Placement Units and the underlying securities.

The warrants underlying the Private Placement Units,

if held by BTIG or its affiliates or associated persons, may not be exercised more than five years from commencement of sales of the Initial

Public Offering in compliance with Rule 5110(g)(8)(A).

The Company will bear the expenses incurred in connection with the filing of any

such registration statements.

The holders of the Founder Shares, Private Placement

Units (and underlying securities) and any units (and underlying securities) that may be issued on conversion of working capital loans

are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the

Company register such securities.

In addition, the holders have certain piggyback registration rights with respect to registration

statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale

such securities pursuant to Rule 415 under the Securities Act.

The registration rights granted to BTIG are limited to one demand

and unlimited piggyback rights for periods of five and seven years, respectively, from the commencement of sales of the Initial Public

Offering with respect to the registration under the Securities Act of the Private Placement Units and the underlying securities.

warrants underlying the Private Placement Units, if held by BTIG or its affiliates or associated persons, may not be exercised more than

five years from commencement of sales of the Initial Public Offering in compliance with Rule 5110(g)(8)(A).

The Company will bear the

expenses incurred in connection with the filing of any such registration statements.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Underwriting agreement

The Company granted the underwriters a 45 -day option from the date

of the prospectus to purchase up to 2,250,000 additional Units at the Initial Public Offering price less the underwriting discounts

and commissions.

On March 17, 2025, the underwriters’ over-allotment option to purchase up to 2,250,000 additional Units has expired

The Company granted the underwriters a 45 -day

option from the date of this prospectus to purchase up to 2,250,000 additional units at the Initial Public Offering price less the

underwriting discounts and commissions.

As of December 31, 2025, the full over-allotment option expired unexercised.

The underwriters were entitled to an underwriting

3 unchanged sentences

The deferred fee will become payable to the underwriters from the amounts held

in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The deferred underwriting commissions will be payable to the underwriter upon the closing of the initial Business Combination in two portions,

(i) $ 0.325 per unit sold in the Initial Public Offering shall be paid to the underwriter in cash and (ii) $ 0.025 per unit

sold in the Initial Public Offering shall be paid to the underwriter in cash (such amount, the “Allocable Amount”), provided

that, after completion of the Initial Public Offering and the underwriters’ receipt of 100 % of the Base Fee, the Company has the

right, in its sole discretion, to allocate any portion of the Allocable Amount to any third parties not participating in the Initial Public

Offering (but who are members of the Financial Industry Regulatory Authority, Inc.) that assists the Company in consummating its initial

Business Combination.

in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting

The deferred underwriting commissions will be payable to the underwriter upon the closing of the initial Business Combination

in two portions, as follows:

(i) $ 0.325 per unit sold in the Initial Public Offering shall be paid to the underwriter in cash and (ii)

$ 0.025 per unit sold in the Initial Public Offering shall be paid to the underwriter in cash (such amount, the “Allocable Amount”),

provided that, after completion of the Initial Public Offering and the underwriters’ receipt of 100 % of the Base Fee, the Company

has the right, in its sole discretion, to allocate any portion of the Allocable Amount to any third parties not participating in the

Initial Public Offering (but who are members of the Financial Industry Regulatory Authority, Inc.) that assists the Company in consummating

its initial Business Combination.

Risks and uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the

recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European

Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and

entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other

assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and

the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO,

the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and

Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the

removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine

and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the

Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,

the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that

could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect

the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

In recent months, changes in trade policies,

including tariffs, trade agreements and other trade restrictions have been threatened and imposed by the U.S.

and other governments,

often with little or no advance notice.

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S.

and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished

expectations for the economy and economic growth.

Such conditions could have a material adverse impact on the Company’s business,

results of operations and cash flows.

Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability,

terms and cost of capital.

Such adverse changes could increase our costs of capital and limit our access to financing sources, which

could in turn reduce our cash flow and limit our ability to pursue and consummate a Business Combination.

Any of the above mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russia-Ukraine conflict, the

Israel-Hamas conflict, increases in tariff and subsequent sanctions or related actions, could adversely affect the Company’s search

for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

2 unchanged sentences

Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

As of December 31, 2024, there were

no preference shares issued or outstanding.

As of December 31, 2025 and 2024, there

were no preference shares issued or outstanding.

Class A Ordinary Shares — The

2 unchanged sentences

Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2024, there were no Class A ordinary shares issued

or outstanding.

As of December 31, 2025 and 2024, there were 555,000 and no Class

A ordinary shares issued and outstanding, excluding the 15,000,000 and 0 shares subject to possible redemption, respectively.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Class B Ordinary Shares — The

1 unchanged sentence

As of December 31, 2025

there were 6,059,925 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each

share held on all matters to be voted on by shareholders.

Holders of Class A ordinary shares and holders of Class B ordinary shares will

vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

and 2024, there were 6,059,925 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to one

vote for each share held on all matters to be voted on by shareholders.

Holders of Class A ordinary shares and holders of Class B

ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

The Class B ordinary shares will automatically

11 unchanged sentences

securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial

Business Combination and any private placement units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans,

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Business Combination and any private placement units issued to the Sponsor, officers or directors upon conversion of Working Capital

Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants — As of

December 31, 2024, there were no outstanding Warrants.

December 31, 2025, there were 7,777,500 warrants outstanding, including 7,500,000 Public Warrants and 277,500 Private Placement Warrants.

As of December 31, 2024 there were no warrants outstanding.

Public Warrants may only be exercised for a whole number of shares.

1 unchanged sentence

Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

The Public Warrants will become

exercisable 30 days after the completion of a Business Combination;

provided that the Company has an effective registration statement

under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus

relating to them is available (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances).

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial

Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement

covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those

Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement

covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day after

the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement

The Public Warrants will

become exercisable 30 days after the completion of a Business Combination;

provided that the Company has an effective registration

statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current

prospectus relating to them is available (or the Company permit holders to exercise their warrants on a cashless basis under certain

circumstances).

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing

of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective

registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus

relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement.

registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th day

after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless

4 unchanged sentences

its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event

the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company

does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the

extent an exemption is not available.

the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the

Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws

to the extent an exemption is not available.

The warrants have an exercise price of

per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption

or liquidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital

raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less

than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board

of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder

Shares held by the Initial Shareholders or such affiliates prior to such issuance) (the “Newly Issued Price”), (y) the

aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for

the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting

on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market

Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 %

of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described under “Redemption

of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly

Issued Price.

The Private Placement Warrants are identical to

the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants may not,

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the

Company’s initial Business Combination and will be entitled to registration rights.

$ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier

upon redemption or liquidation.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked

securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or

effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be

determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their

affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates prior to such

issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 %

of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the

consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the

Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the

Company consummates the initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the

exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the

Newly Issued Price, and the $ 18.00 per share redemption trigger price described under “Redemption of warrants for cash”

will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical

to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants may not,

subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s

initial Business Combination and will be entitled to registration rights.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Redemption of warrants for cash :

1 unchanged sentence

● in whole and not in part;

● at a price of $ 0.01 per Public

● upon a minimum of 30 days ’

prior written notice of redemption;

● if, and only if, the closing

price of Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations,

recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising

purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day

period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants for cash

unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants

is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption

● at a price of $ 0.01 per Public Warrant;

● upon a minimum of 30 days ’ prior written notice of redemption;

● if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants for

cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the

warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day

redemption period.

If the Company calls the warrants for redemption

for cash, as described above, the management will have the option to require all holders that wish to exercise the warrants to do so on

a “cashless basis.”

for cash, as described above, the management will have the option to require all holders that wish to exercise the warrants to do so

on a “cashless basis.”

If the Company is unable to complete a Business

Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not

Combination within the combination window and the Company liquidates the funds held in the Trust Account, holders of warrants will not

receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

1 unchanged sentence

Accordingly, the warrants may expire worthless.

FAIR VALUE MEASUREMENTS

At December 31, 2025, assets held in the Trust

Account were comprised of $ 156,724,641 in money market funds invested primarily in U.S.

treasury securities.

During the nine months ended

December 31, 2025, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about

the Company’s assets that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of

the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

$ 156,724,641

The over-allotment option was accounted for as

a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheets.

The over-allotment option liability

is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of

over-allotment option liability in the statements of operations.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Company used a Black-Scholes model to value

the over-allotment option.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement

dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected

life and risk-free interest rate.

The Company estimates the volatility of its ordinary shares based on historical volatility that matches

the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant

date for a maturity similar to the expected remaining life of the option.

The expected life of the option is assumed to be equivalent

to their remaining contractual term.

The fair value of the over-allotment option liability

was $ 221,454 or $ 0.098 per over-allotment unit.

The key inputs into the Black-Scholes model were as follows at initial measurement of

the over-allotment option:

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of over-allotment unit

The following table provides a reconciliation

of changes in fair value of the beginning and ending balances for the Company’s over-allotment option liability classified as Level

3 for the year ended December 31, 2025:

Fair value of over-allotment option liability at January 1, 2025

Initial fair value of over-allotment option liability at January 31, 2025

Change in fair value of over-allotment option liability

Fair value of over-allotment option liability at December 31, 2025

The fair value of the Public Warrants was $ 1,222,500 ,

or $ 0.163 per Public Warrant.

The fair value of the Public Warrants was determined using the Monte Carlo Simulation Model.

Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table

presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

January 31, 2025

Estimated share price

Exercise price

Risk-free rate

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which

it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by

the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker

(“CODM”) has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating

results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the below

key metric included in net income or loss:

2024 (inception)

establishes standards for companies to report in their financial statements information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and

assess performance.

STELLAR V CAPITAL CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Company’s CODM has been identified

as the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources

and assessing financial performance.

Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single

segment and decides how to allocate resources based on net income that also is reported on the statements of operations as net income.

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s performance and

making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which

include the following:

Marketable securities held in Trust Account

$ 156,724,641

General and administrative costs

General and administrative expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar

transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on

the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income

or loss are reported on the statement of operations and described within their respective disclosures.

Interest earned on marketable securities held in Trust Account

The CODM reviews interest earned on marketable

securities held in Trust Account to measure and monitor shareholders’ value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative costs are reviewed and

monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the

business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements

to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported

on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items

included in net income are reported on the statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were issued.

Other than as described below and

in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in

the financial statements.

On January 31, 2025, the Company consummated the Initial Public Offering

of 15,000,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 150,000,000 .

Simultaneously with the closing of the Initial Public

Offering, the Sponsor and BTIG purchased an aggregate of 555,000 Private Placement Units, at a price of $ 10.00 per Private Placement Unit,

or $ 5,550,000 in the aggregate.

Of those 555,000 Private Placement Units, the Sponsor purchased 365,000 Private Placement Units and BTIG

purchased 190,000 Private Placement Units.

On January 31, 2025, in connection with the closing

of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 3,000,000 in the aggregate.

In addition, the underwriters were entitled to a fee of $ 0.35 per unit, or approximately $ 5.25 million in the aggregate, payable

to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held

in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

On January 31, 2025, the Company repaid all outstanding

amounts under the Promissory Note.

On March 17, 2025, the underwriters’ over-allotment

option to purchase up to 2,250,000 additional Units has expired.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial

statements was issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment

or disclosure in the financial statements, except below.

On February 28, 2026, upon recommendation of the Nominating and Governance Committee

of the Company’s board of directors, the board elected Michael Braunstein, the son of Harry Braunstein, as a class II director of

the Company, to serve on the Audit Committee and the Compensation Committee, and to serve as chair of the Nominating and Corporate Governance

The board has determined that Michael Braunstein is independent pursuant to the director independence standards established

under the NASDAQ Stock Market listing rules.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures