Business Context and Reporting Period
Company: Stellar V Capital Corp. (Cayman Islands)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Model: Special Purpose Acquisition Company (SPAC) incorporated on July 12, 2024, with no active operations. The Company is searching for an initial business combination target.
Key Milestone: Consummated Initial Public Offering (IPO) on January 31, 2025, selling 15,000,000 units at $10.00 per unit.
Key Financial Metrics
| Metric | Value (Year Ended Dec 31, 2025) |
|---|---|
| Net Income | $5,306,976 |
| Trust Account Balance | $156,724,641 (Includes $5,674,641 interest income) |
| Cash (Outside Trust) | $354,108 |
| Working Capital | $320,514 |
| Deferred Underwriting Fee | $5,250,000 (Payable upon business combination) |
| General & Administrative Costs | $589,119 |
| Redemption Value per Public Share | $10.45 (As of Dec 31, 2025) |
Material Changes vs. Prior Period
- Revenue Generation: The Company had no operating revenue in the prior period (inception through Dec 31, 2024). For 2025, it generated $5,674,641 in non-operating interest income from the Trust Account.
- Profitability: Shifted from a net loss of $157,572 in 2024 to a net income of $5,306,976 in 2025, driven primarily by interest income and a $221,454 gain from the expiration of the over-allotment option liability.
- Liquidity: Cash outside the Trust Account increased from $0 to $354,108 following the IPO proceeds.
- Capital Structure: Issued 15,000,000 Public Units and 555,000 Private Placement Units in January 2025. The over-allotment option expired unexercised on March 17, 2025.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company must complete a business combination by October 31, 2026 (21 months from IPO). Failure to do so will result in mandatory liquidation and redemption of public shares.
- Search Strategy: Management intends to target established businesses of scale with strong free cash flow. No specific target has been selected, and no substantive discussions have been held.
- Redemption Rights: Public shareholders may redeem shares for cash equal to the Trust Account balance (approx. $10.45/share as of year-end) upon completion of a business combination or liquidation.
- Conflicts of Interest: Officers and directors hold Founder Shares and Private Units. They may have incentives to complete a transaction even if it is not optimal for public shareholders to avoid the expiration of their holdings.
- Market Risks: Geopolitical instability (Russia-Ukraine, Israel-Hamas) and trade policy changes could impact capital markets and the ability to consummate a transaction.
Investor Verification Checklist
- Liquidation Deadline: Verify the mandatory liquidation date of October 31, 2026, and the timeline for potential extensions.
- Trust Account Composition: Confirm the Trust Account holds U.S. Treasury Bills or money market funds as disclosed ($156.7M).
- Deferred Fees: Note the $5.25M deferred underwriting fee payable only upon a successful business combination, which reduces net assets available to shareholders.
- Founder Share Lock-up: Review the lock-up provisions for Founder Shares (6 months post-combination or until share price exceeds $12.00).
- Related Party Loans: Monitor for any new working capital loans from the Sponsor, which may be convertible into equity at $10.00/unit.