Stellar V Capital Corp. (Cayman Islands)

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the initial Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the initial Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through June 30, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

Current wording

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, and after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

Previous wording

For the three months ended June 30, 2026, we had a net income of $823,386, which consisted of interest earned on marketable securities held in Trust Account of $1,400,446, offset by general and administrative costs of $577,060.

Current wording

For the three months ended September 30, 2026, we had a net income of $936,141, which consisted of interest earned on marketable securities held in Trust Account of $1,456,622, offset by general and administrative costs of $520,481.

Previous wording

For the three months ended June 30, 2025, we had a net income of $1,437,118, which consisted of interest earned on marketable securities held in Trust Account of $1,589,800, offset by general and administrative costs of $152,682.

Current wording

For the three months ended September 30, 2025, we had a net income of $1,496,261, which consisted of interest earned on marketable securities held in Trust Account of $1,609,680, offset by general and administrative costs of $113,419.

Previous wording

For the six months ended June 30, 2025, we had a net income of $2,418,144, which consisted of interest earned on marketable securities held in Trust Account of $2,553,825 and change on overallotment liability of $221,454, offset by general and administrative costs of $357,135.

Current wording

For the nine months ended September 30, 2025, we had a net income of $3,914,405, which consisted of interest earned on marketable securities held in Trust Account of $4,163,505 and change in fair value of over-allotment option liability of $221,454, offset by general and administrative costs of $470,554.

Previous wording

For the six months ended June 30, 2026, cash used in operating activities was $343,057. Net income of $2,024,410 was affected by interest earned on marketable securities held in Trust Account of $2,784,666. Changes in operating assets and liabilities provided $417,199 of cash for operating activities.

Current wording

For the nine months ended September 30, 2026, cash used in operating activities was $320,007. Net income of $2,960,551 was affected by interest earned on marketable securities held in Trust Account of $4,241,288. Changes in operating assets and liabilities provided $960,730 of cash for operating activities.

Previous wording

For the six months ended June 30, 2025, cash used in operating activities was $448,021. Net income of $2,418,144 was affected interest earned on marketable securities held in Trust Account of $2,553,825, change on overallotment liability of $221,454, and payment of operation costs through promissory note of $1,750. Changes in operating assets and liabilities used $92,636 of cash for operating activities.

Current wording

For the nine months ended September 30, 2025, cash used in operating activities was $507,441. Net income of $3,914,405 was affected by interest earned on marketable securities held in Trust Account of $4,163,505, change in fair value of over-allotment option liability of $221,454, and general and administrative costs through promissory note of $2,625. Changes in operating assets and liabilities used $39,512 of cash for operating activities.

Previous wording

As of June 30, 2026, we had marketable securities held in the Trust Account of $159,509,307 (including $8,459,307 of interest income) consisting of money market funds which are invested primarily in U.S. treasury securities. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of September 30, 2026, we had marketable securities held in the Trust Account of $160,965,929 (including $9,915,929 of interest income) consisting of money market funds which are invested primarily in U.S. treasury securities. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2026, we had cash of $61,051. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2026, we had cash of $59,101. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In connection with the Company’s assessment 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 unaudited condensed financial statements. 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.

Current wording

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-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 unaudited condensed financial statements. 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 July 31, 2027, 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 July 31, 2027.

Previous wording

In addition, on June 17, 2026, the Company issued an unsecured, non-interest-bearing convertible promissory note (the “Note”) with a maximum stated principal amount of $200,000 to Nautilus Energy Management Corp. (“Nautilus”), an entity controlled by the Company’s Co-Chief Executive Officers. As of June 30, 2026, the outstanding principal balance was $50,000, and $150,000 remained available for future borrowings under the Note. The outstanding principal balance is payable upon the consummation of the Company’s initial Business Combination. At Nautilus’s option, all or a portion of the outstanding principal balance may be converted unit into units at a conversion price of $10.00 per unit, with each unit consisting of the same securities issued in the Company’s Private Placement conducted in connection with its initial public offering. If the Company does not complete an initial Business Combination, the Note may be repaid only from funds held outside the Trust Account. No amounts held in the Trust Account may be used to repay the Note.

Current wording

In addition, on June 17, 2026, the Company issued an unsecured, non-interest-bearing convertible promissory note (the “Note”) with a maximum stated principal amount of $200,000 to Nautilus Energy Management Corp. (“Nautilus”), an entity controlled by the Company’s Co-Chief Executive Officers. As of September 30, 2026, the outstanding principal balance was $100,000, and $100,000 remained available for future borrowings under the Note. The outstanding principal balance is payable upon the consummation of the Company’s initial Business Combination. At Nautilus’s option, all or a portion of the outstanding principal balance may be converted into units at a conversion price of $10.00 per unit, with each unit consisting of the same securities issued in the Company’s Private Placement conducted in connection with its initial public offering. If the Company does not complete an initial Business Combination, the Note may be repaid only from funds held outside the Trust Account. No amounts held in the Trust Account may be used to repay the Note.

Previous wording

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.

Current wording

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets.