Stellar V Capital Corp. (Cayman Islands) 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our units began to trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “SVCCU” on January 30, 2025. The Class A ordinary shares and warrants comprising the units began separate trading on Nasdaq on March 24, 2025, under the symbols “SVCC,” and “SVCCW,” respectively. Holders of Record As of March 9, 2026, there were 15,555,000 of our Class A ordinary shares issued and outstanding held by three stockholders of record and 6,059,925 of our Class B ordinary shares issued and outstanding held by four stockholders of record . The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends following the completion of our initial business combination will be within the discretion of our board of directors at such time and will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. There is no certainty that we will be in a position to, or decide to, pay cash dividends after completing our initial business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends following the completion of our initial business combination may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities None. Use of Proceeds On January 31, 2025, we consummated our IPO of 15,000,000 units. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $150,000,000. Each unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company, and one-half of one redeemable warrant of the Company, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private placement of an aggregate of 555,000 private units to our sponsor and BTIG, the representative of the underwriters, at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, each whole warrant exercisable to purchase one Class A ordinary share of the Company. Of those 555,000 private units, the sponsor purchased 365,000 private units and BTIG purchased 190,000 private units. The private units are identical to the units sold in the IPO, except that the private units are subject to transfer restrictions. The sponsor and BTIG were granted certain demand and piggyback registration rights in connection with the purchase of the private units. 17 Following the closing of the IPO on January 31, 2025, a total of $151,050,000, comprised of the proceeds from the IPO and the sale of the private nuts (which amount includes $5,250,000 of the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its income taxes, if any, or to pay for any Hart-Scott-Rodino filing fees and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete our initial business combination within 21 months, subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if the Company has not consummated an initial business combination within 21 months or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The Company will provide its shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a business combination solely if a vote is held to approve a business combination, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. We paid a total of $3,000,000 in underwriting discounts and commissions (not including the deferred underwriting commission payable at the consummation of business combination) and $532,919 for other costs and expenses related to the IPO. For a description of the use of the proceeds generated in our IPO, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [RESERVED] As a smaller reporting company, we are not required to make disclosures under this Item.