Stellar V Capital Corp. Files 8-K with Key Corporate Updates

TL;DR

Stellar V Capital Corp. filed an 8-K detailing material agreements, equity sales, and leadership changes as of Jan 29.

AI Summary

Stellar V Capital Corp. filed an 8-K on February 4, 2025, reporting several key events as of January 29, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events. The company is incorporated in the Cayman Islands and has its principal executive offices in New York.

Why It Matters

This filing signals significant corporate actions and potential changes within Stellar V Capital Corp., which could impact its operational structure and future strategic direction.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and changes in corporate governance, which can introduce uncertainty and potential risks.

Key Numbers

• 0002033593 — Central Index Key (Unique identifier for Stellar V Capital Corp. with the SEC)
• 001-42496 — SEC File Number (SEC registration number for Stellar V Capital Corp.)

Key Players & Entities

• Stellar V Capital Corp. (company) — Filer of the 8-K report
• 20250129 (date) — Date of report period and key events
• 20250204 (date) — Filing date of the 8-K
• 230 PARK AVENUE, SUITE 1540, NEW YORK, NY 10169 (address) — Company's business and mailing address

FAQ

Key Financial Figures

• $0.0001 — ed Class A ordinary shares, par value $0.0001 per share SVCC The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 per share SVCCW The Nasdaq Stock Ma
• $10.00 — s "). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $150,000,000 — rating gross proceeds to the Company of $150,000,000. Each Unit consists of one Class A ordi
• $151,050,000 — Item8.01. Other Events. A total of $151,050,000, comprised of the proceeds from the IPO
• $5,250,000 — Placement Units (which amount includes $5,250,000 of the underwriter's deferred discount)

Filing Documents

• ea0229256-8k_stellar5.htm (8-K) — 71KB
• ea022925601ex1-1_stellar5.htm (EX-1.1) — 274KB
• ea022925601ex3-1_stellar5.htm (EX-3.1) — 242KB
• ea022925601ex4-1_stellar5.htm (EX-4.1) — 145KB
• ea022925601ex10-1_stellar5.htm (EX-10.1) — 43KB
• ea022925601ex10-2_stellar5.htm (EX-10.2) — 82KB
• ea022925601ex10-3_stellar5.htm (EX-10.3) — 107KB
• ea022925601ex10-4_stellar5.htm (EX-10.4) — 44KB
• ea022925601ex10-5_stellar5.htm (EX-10.5) — 60KB
• ea022925601ex10-6_stellar5.htm (EX-10.6) — 12KB
• ea022925601ex10-7_stellar5.htm (EX-10.7) — 107KB
• ea022925601ex99-1_stellar5.htm (EX-99.1) — 8KB
• ea022925601ex99-2_stellar5.htm (EX-99.2) — 10KB
• ex3-1_001.jpg (GRAPHIC) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• ex99-2_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-009717.txt ( ) — 1751KB
• svcc-20250129.xsd (EX-101.SCH) — 4KB
• svcc-20250129_def.xml (EX-101.DEF) — 27KB
• svcc-20250129_lab.xml (EX-101.LAB) — 37KB
• svcc-20250129_pre.xml (EX-101.PRE) — 25KB
• ea0229256-8k_stellar5_htm.xml (XML) — 8KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 29, 2025, in connection with the IPO, Nicolas Bornozis, Christopher Thomas, and Harry Braunstein (the " New Directors " and, collectively with Prokopios (Akis) Tsirigakis and George Syllantavos, the " Directors ") were appointed to the board of directors of the Company (the " Board "). Effective January 29, 2025, each of Nicolas Bornozis, Christopher Thomas, and Harry Braunstein was appointed to the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Christopher Thomas, Nicolas Bornozis and Harry Braunstein are the chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, respectively. The Board is comprised of the following three classes: the first class of directors, Class I, consists of Christopher Thomas, and will expire at the Company's first annual meeting of shareholders after the IPO; the second class of directors, Class II, consists of Harry Braunstein and Nicolas Bornozis, and will expire at the Company's second annual meeting of shareholders after the IPO; and the third class of directors, Class III, consists of Georgios Syllantavos and Prokopios (Akis) Tsirigakis, and will expire at the Company's third annual meeting of shareholders after the IPO. In connection with such appointments, the Company entered into indemnity agreements with each of the Directors and Anastasios (Tassos) Chrysostomidis, its Vice President of Business Development, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated January 29, 2025, by and between the Company and BTIG, LLC, as representative of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Warrant Agreement, dated January 29, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Letter Agreement, dated January 29, 2025, among the Company, its directors and officers, and the Sponsor. 10.2 Investment Management Trust Agreement, January 29, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated January 29, 2025, by and among the Company and certain security holders. 10.4 Sponsor Private Placement Units Purchase Agreement, dated January 29, 2025, by and between the Company and the Sponsor. 10.5 BTIG Private Placement Units Purchase Agreement, dated January 29, 2025, by and between the Company and BTIG. 10.6 Administrative Services Agreement, dated January 29, 2025, by and between the Company, the Sponsor and an affiliate of the Sponsor. 10.7 Form of Indemnity Agreement. 99.1 Press Release, dated January 29, 2025. 99.2 Press Release, dated January 31, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 4, 2025 Stellar V Capital Corp. By: /s/ Prokopios (Akis) Tsirigakis Name: Prokopios (Akis) Tsirigakis Title: Co-Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR