Stellar V Capital Corp. (Cayman Islands) (SVCC) risk factors, FY2024 10-K

Stellar V Capital Corp. (Cayman Islands)'s FY2024 10-K, filed Mar 31, 2025, lists 70 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
700 groups
Section length
27k wordsItem 1A

Stellar V Capital Corp. (Cayman Islands)'s biggest risks in the FY2024 10-K

  • Stellar V Capital Corp. is a blank check company formed for the purpose of effecting a business combination.
  • Risks are dominated by SPAC mechanics, trust account management, and sponsor conflicts of interest.
  • Operations depend entirely on completing an initial business combination using $151,050,000 held in a trust account.

The risks most specific to Stellar V Capital Corp. (Cayman Islands)

  • Until the consummation of the IPO, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor, which were repaid at the closing of the IPO

    The underwriters were paid a cash underwriting discount of $3,000,000 and are owed approximately $5.25 million in deferred underwriting commissions.

  • Following the closing of the IPO and the Private Placement, a total of $151,050,000 was placed in the Trust Account. We incurred $8,782,919, consisting of $3,000,000 of cash underwriting fee, $5,250,000 of deferred underwriting fee, and $532,919 of other offering costs

    A total of $151,050,000 was placed in the Trust Account following the IPO and Private Placement, which will be used to complete a Business Combination.

  • Officer and Director Compensation

    None of our officers have received cash compensation, and no cash finder's fees will be paid to our sponsor or affiliates for services prior to the business combination.

  • Harry Braunstein Braunstein Turkish LLP Law Managing Partner

    Executive officers and directors are not required to commit their full time to our affairs, creating potential conflicts of interest in allocating time.

  • (2) Members of our management team and our independent directors hold interest in the private units indirectly through the membership in our sponsor (see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter — Sponsor Ownership” of this report for more information)

    The low price paid for founder shares creates an incentive for officers to make a profit even if the target declines in value for public shareholders.

  • ITEM 13. Certain Relationships and Related Transactions, and Director Independence

    Our sponsor paid $25,000 for founder shares and was subsequently issued 1,747,425 additional Class B shares through a share capitalization.

  • The firm of WithumSmith+Brown, PC (“Withum”), acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered

    Independent auditor WithumSmith+Brown, PC was paid approximately $97,240 for IPO services and the 2024 financial statement audit.

All 70 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Capital Resources
  2. 02Until the consummation of the IPO, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor, which were repaid at the closing of the IPO
  3. 03Following the closing of the IPO and the Private Placement, a total of $151,050,000 was placed in the Trust Account. We incurred $8,782,919, consisting of $3,000,000 of cash underwriting fee, $5,250,000 of deferred underwriting fee, and $532,919 of other offering costs
  4. 04Off-Balance Sheet Financing Arrangements
  5. 05Critical Accounting Policies
  6. 06Evaluation of Disclosure Controls and Procedures
  7. 07Management’s Report on Internal Controls Over Financial Reporting
  8. 08Changes in Internal Control over Financial Reporting
  9. 09Harry Braunstein 75 Director
  10. 10Number and Terms of Office of Officers and Directors
  11. 11Officer and Director Compensation
  12. 12Committees of the Board of Directors
  13. 13Each member of the audit committee is financially literate and our board of directors has determined that Christopher Thomas qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
  14. 14The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser
  15. 15We have established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance are Nicolas Bornozis, Christopher Thomas and Harry Braunstein and Harry Braunstein serves as chair of the nominating and corporate governance committee
  16. 16The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms
  17. 17(vi) duty to exercise independent judgment
  18. 18Harry Braunstein Braunstein Turkish LLP Law Managing Partner
  19. 19Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination Services in connection with identifying, investigating and completing an initial business combination
  20. 20(2) Members of our management team and our independent directors hold interest in the private units indirectly through the membership in our sponsor (see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter — Sponsor Ownership” of this report for more information)
  21. 21We cannot assure you that any of the above mentioned conflicts will be resolved in our favor
  22. 22Limitation on Liability and Indemnification of Officers and Directors
  23. 23Section 16(a) Beneficial Ownership Reporting Compliance
  24. 24Executive Officers and Director Compensation
  25. 25of Certain Beneficial Owners and Management and Related Stockholder Matters
  26. 26All officers, directors and directors as a group (6 persons) 365,000 2.3 % 6,059,925 100 %
  27. 27Anastasios (Tassos) Chrysostomidis(5) 170,000 2.8 % — —
  28. 28(3) Each Class B Unit beneficially owned represents an interest in one private unit owned by the sponsor
  29. 29Our sponsor is deemed to be our “promoter”, as such term is defined under the federal securities laws
  30. 30Transfers of Founder Shares and Private Units
  31. 31Restrictions Exceptions to Transfer Restrictions
  32. 32All Officers and Directors
  33. 33ITEM 13. Certain Relationships and Related Transactions, and Director Independence
  34. 34Our sponsor loaned us funds to be used for a portion of the expenses of our IPO. These loans were non-interest bearing, unsecured and were due at the closing of our IPO
  35. 35Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account
  36. 36Policy for Approval of Related Party Transactions
  37. 37The firm of WithumSmith+Brown, PC (“Withum”), acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered
  38. 38Tax Fees. During the period from July 12, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
  39. 39ITEM 15. Exhibits, Financial Statement Schedules
  40. 40Notes to Financial Statements F-7 to F-18
  41. 414.3 Specimen Warrant Certificate (included in Exhibit 4.4)
  42. 424.5* Description of Securities
  43. 43104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  44. 44Title: Co-Chief Executive Officer
  45. 45INDEX TO FINANCIAL STATEMENTS
  46. 46Opinion on the Financial Statements
  47. 47Total Liabilities and Shareholders’ Deficit $ 362,887
  48. 48Loss from operations (75,822 )
  49. 49Basic and diluted net loss per Class B ordinary share $ (0.03 )
  50. 50Balance — December 31, 2024 6,059,925 $ 606 $ 106,144 $ (157,572 ) $ (50,822 )
  51. 51FOR THE PERIOD FROM JULY 12, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
  52. 52Operating costs paid through promissory note – related party 48,992
  53. 53Cash – end of the period $
  54. 54NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
  55. 55Transaction costs amounted to $8,782,919, consisting of $3,000,000 of cash underwriting fee, $5,250,000 of deferred underwriting fee, and $532,919 of other offering costs
  56. 56The Company’s liquidity needs up to December 31, 2024 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5). At December 31, 2024, the Company had cash of $0 and working capital deficit of $410,501
  57. 57Cash and cash equivalents
  58. 58Concentration of credit risk
  59. 59The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature
  60. 60Derivative financial instruments
  61. 61Net loss per ordinary share
  62. 62Recent accounting standards
  63. 63NOTE 3. INITIAL PUBLIC OFFERING
  64. 64NOTE 4. PRIVATE PLACEMENT
  65. 65Administrative services agreement
  66. 66Registration and shareholder rights
  67. 67Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of December 31, 2024, there were no preference shares issued or outstanding
  68. 68NOTE 8. SEGMENT INFORMATION
  69. 69General and administrative costs $ 75,822
  70. 70NOTE 9. SUBSEQUENT EVENTS

Other Stellar V Capital Corp. (Cayman Islands) 10-Ks

  • FY2025 10-K risk factors
    86 risks26 new10 dropped21 reworded

    The 2025 IPO placed $151.05 million into the Trust Account, generating $5.67 million of interest income and $5.31 million of net income.

    Filed Mar 09, 2026

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.