Stellar V Capital Corp. (Cayman Islands)
For the period ended Oct 29, 2026. Filed Oct 20, 2026.
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Oct 29, 2026 · Filed Oct 20, 2026
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Contents
PROXY STATEMENT
STELLAR V CAPITAL CORP., (the “Company,” “Stellar V,” “we,” “us” or “our”), a Cayman Islands exempted company, is providing this proxy statement in connection with the solicitation by the Company’s board of directors (the “Board”) of proxies to be voted at the General Meeting to be held 10:00 a.m. ET on October 29, 2026. The physical place of the meeting will be held at the offices of Loeb & Loeb LLP located at 345 Park Avenue, New York NY 10154. For more information please visit https://www.cstproxy.com/stellarvcapitalcorp/2026.
The Company will also be holding the General Meeting via teleconference using the following dial-in information:
The General Meeting will be held for the sole purpose of considering and voting upon:
The Extension Amendment Proposal — to consider and vote upon a proposal by a special resolution to amend the Company’s current Amended and Restated Memorandum and Articles of Association dated January 29, 2025, (the “Existing Charter”) by adopting an amendment to the Company’s Existing Articles in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) from October 31, 2026 (the “Current Termination Date”) to July 31, 2027 (the “Extended Date”). We refer to this proposal as the “Extension Amendment Proposal”.
The Director Re-Election Proposal — as an ordinary resolution, to consider and vote to re-elect Christopher Thomas as a Class I director to serve for a term of three years until the Company’s 2029 annual general meeting or until his successor is duly elected or appointed and qualified or until his earlier death, resignation or removal in accordance with the Company’s Articles. This proposal is referred to as the “Director Re-Election Proposal”.
The Ratification of Auditors Proposal — as an ordinary resolution, to consider and vote to ratify the appointment of WithumSmith+Brown, PC as the independent registered public accounting firm for the fiscal year December 31, 2026; and
The Adjournment Proposal — as an ordinary resolution, to consider and vote to approve the adjournment of the General Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of additional proxies for the purpose of approving the, the Extension Amendment Proposal, the Director Re-Election Proposal and the Ratification of Auditors Proposal, or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the General Meeting or as otherwise determined by the Board; provided that the General Meeting is reconvened as promptly as practical thereafter. The Adjournment Proposal will only be presented at the General Meeting if based on the tabulated votes collected at the time of the General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Director Re-Election Proposal and the Ratification of Auditors Proposal or the Board otherwise determines that it is in the best interests of the Company to adjourn the General Meeting.
Our board of directors currently believes that there will not be sufficient time before the Current Termination Date to complete an initial business combination. Accordingly, our board of directors has determined it is in the best interests of the Company to extend the termination date from the Current Termination Date to the Extended Date.
Stellar V Class A ordinary shares, Stellar V Units and Stellar V Warrants are now currently trading on the Nasdaq Stock Market under the symbols “SVCC,” “SVCCU” and “SVCCW respectively.
If the Extension Amendment Proposal is not approved at the General Meeting or any adjournment or postponement thereof and we do not consummate a business combination by the Current Termination Date, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee into which we deposited the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units in our initial public offering “(IPO”), 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 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law
The Board has fixed the close of business on October 6, 2026 as the record date for determining the Company’s shareholders entitled to receive notice of and to vote at the General Meeting and any adjournment thereof (the “Record Date”). On the Record Date, there were 15,555,000 Class A Ordinary Shares par value $0.0001 per share (“Class A Shares”), and 6,059,925 Class B Ordinary Shares (“Class B Shares” and together with the Class A Shares — the “Ordinary Shares”), outstanding, for a total of 21,614,925 Ordinary Shares issued and outstanding. The Company’s warrants do not have voting rights. Only holders of record of the Company’s Ordinary Shares on the Record Date are entitled to have their votes counted at the General Meeting or any adjournment thereof.
We know that many of our shareholders will be unable to attend the General Meeting. We are soliciting proxies so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the shareholders at the General Meeting. Whether or not you plan to attend, please take the time now to read the proxy statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the General Meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the General Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.
This proxy statement contains important information about the General Meeting, the Extension Amendment Proposal, the Director Re-Election Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal. Please read it carefully and vote your shares.
This proxy statement is dated October 20, 2026 and, together with the proxy card, is first being mailed to shareholders on or about October 20, 2026.
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