Stellar V Capital Corp. (Cayman Islands) (SVCC) risk factors, FY2025 10-K

Stellar V Capital Corp. (Cayman Islands)'s FY2025 10-K, filed Mar 09, 2026, lists 86 risk factors. Against the prior year's 70: 26 new, 10 dropped, 21 substantially reworded.

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Risk factors listed
860 groups
New this year
26vs 70 last year
Dropped
10since the prior 10-K
Substantially reworded
21of those kept
Section length
30k wordsItem 1A

What the changes say

  • 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.
  • Internal-control disclosures now identify material weaknesses, remediation efforts, and no auditor attestation because SVCC is a smaller reporting company.
  • The filing emphasizes redemption-accounting treatment, substantial shareholder deficit, and complex securities review.

What changed since the prior 10-K

New

  • New

    For the year ended December 31, 2025, we had a net income of $5,306,976, which consisted of interest earned on marketable securities held in Trust Account of $5,674,641 and change on overallotment liability of $221,454, offset by general and administrative costs of $589,119

    Results shifted from a $157,572 loss to $5.31 million of income, mainly from $5.67 million of Trust Account interest.

  • New

    Class A Ordinary Shares Subject to Possible Redemption

    Class A shares with holder-controlled or uncertain-event redemption rights are presented as temporary equity at redemption value.

  • New

    (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements

    Controls may fail to detect errors or unauthorized asset activity; SVCC cites material weaknesses and expanded review of complex securities accounting.

  • New

    Attestation report of the registered public accounting firm

    Because auditors did not attest to internal-control effectiveness, weaknesses or deficiencies may go undetected.

  • New

    Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2

    The PCAOB-registered auditor’s report and 2025 financial statements provide the year’s formal audit and financial reporting.

  • New

    Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2025 and 2024

    SVCC had 15 million redeemable Class A shares, 555,000 nonredeemable Class A shares, and 6,059,925 Class B shares at year-end.

  • New

    Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 157,175,901 $ 362,887

    Year-end liabilities and redeemable Class A shares totaled $157.18 million, versus $362,887 of total liabilities previously.

  • New

    $ (4,923,522 ) $ (4,922,860 )

    Accumulated deficit increased to $4.92 million despite 2025 net income, leaving total shareholders’ deficit at $4.92 million.

  • New

    Net income (loss) $ 5,306,976 $ (157,572 )

    Cash-flow reporting shows $5.31 million of net income offset by $5.67 million of Trust Account interest and operating uses.

  • New

    Change in fair value of over-allotment liability (221,454 )

    The over-allotment liability’s fair-value change produced $221,454 of other income.

  • New

    Net cash used in operating activities (577,956 )

    SVCC invested $151.05 million of cash into the Trust Account after raising IPO and private-placement proceeds.

  • New

    Net cash used in investing activities (151,050,000 )

    Financing provided $151.98 million, including $147 million from Units and $5.55 million from Private Placement Units.

  • New

    In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”)

  • New

    The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

  • New

    Marketable securities held in Trust Account

  • New

    Class A shares subject to possible redemption

  • New

    Gross proceeds $ 150,000,000

  • New

    Class A ordinary shares issuance costs (8,679,540 )

  • New

    Class A Class B Class A Class B

  • New

    The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units at the Initial Public Offering price less the underwriting discounts and commissions. As of December 31, 2025, the full over-allotment option expired unexercised

  • New

    NOTE 8. FAIR VALUE MEASUREMENTS

  • New

    Marketable securities held in Trust Account 1 $ 156,724,641 $

  • New

    Fair value of over-allotment unit $ 0.098

  • New

    Fair value of over-allotment option liability at December 31, 2025 $

  • New

    The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment

  • New

    Interest earned on marketable securities held in Trust Account $ 5,674,641 $

Dropped

  • Dropped

    Liquidity and Capital Resources

    Liquidity needs, cash availability, working-capital deficits, and potential Sponsor Working Capital Loans.

  • Dropped

    INDEX TO FINANCIAL STATEMENTS

  • Dropped

    Total Liabilities and Shareholders’ Deficit $ 362,887

  • Dropped

    Balance — December 31, 2024 6,059,925 $ 606 $ 106,144 $ (157,572 ) $ (50,822 )

  • Dropped

    FOR THE PERIOD FROM JULY 12, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

  • Dropped

    Operating costs paid through promissory note – related party 48,992

  • Dropped

    The 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

  • Dropped

    The 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

  • Dropped

    NOTE 3. INITIAL PUBLIC OFFERING

  • Dropped

    General and administrative costs $ 75,822

Reworded

  • 99% rewritten

    Management’s Report on Internal Controls Over Financial Reporting

    SVCC now includes management’s Section 404 internal-control report, identifies material weaknesses, and describes remediation focused on complex securities accounting.

  • 99% rewritten

    Net income (loss) per ordinary share

    The accounting discussion now covers two share classes, pro-rata income and losses, and assumes a business combination is most likely.

    Was: Net loss per ordinary share

  • 98% rewritten

    Loss from Operations (589,119 ) (75,822 )

    The result changed from a $157,572 loss to $5.31 million of income, driven by Trust Account interest and the over-allotment liability change.

    Was: Loss from operations (75,822 )

  • 93% rewritten

    NOTE 10. SUBSEQUENT EVENTS

    The subsequent-event disclosure now reports the February 2026 election of Michael Braunstein to the board and three committees.

    Was: NOTE 9. SUBSEQUENT EVENTS

  • 82% rewritten

    Concentration of credit risk

    The credit-risk wording is unchanged, but the filing now adds ASC 820 fair-value disclosure for short-term financial instruments.

  • 81% rewritten

    NOTE 9. SEGMENT INFORMATION

    The segment discussion was shortened by removing references to enterprise components, assets, operating results, and financial metrics.

    Was: NOTE 8. SEGMENT INFORMATION

  • 74% rewritten

    Registration and shareholder rights

    Registration-rights terms for Founder Shares, Private Placement Units, and potential Working Capital Loan securities are unchanged.

  • 67% rewritten

    Cash – End of period $ 354,108 $

    The cash-flow note now adds 2025 noncash items, including $16.85 million of redemption accretion and a $5.25 million deferred underwriting fee.

    Was: Cash – end of the period $

  • 64% rewritten

    Changes in Internal Control over Financial Reporting

  • 63% rewritten

    Until the consummation of the Initial Public Offering, 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 Initial Public Offering

    Was: 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

  • 62% rewritten

    Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.26 $ (0.03 )

    Was: Basic and diluted net loss per Class B ordinary share $ (0.03 )

  • 61% rewritten

    Opinion on the Financial Statements

  • 55% rewritten

    ITEM 15. Exhibits, Financial Statement Schedules

  • 55% rewritten

    Critical Accounting Estimates and Policies

    Was: Critical Accounting Policies

  • 53% rewritten

    Following the closing of the Initial Public Offering and the private placement, a total of $151,050,000 was placed in the Trust Account. We incurred $8,782,919 of transaction costs, consisting of $3,000,000 of cash underwriting fee, $5,250,000 of deferred underwriting fee, and $532,919 of other offering costs

    Was: 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

  • 52% rewritten

    Administrative services agreement

  • 49% rewritten

    Title: Co-Chief Executive Officer

  • 40% rewritten

    Recent Accounting Standards

  • 35% rewritten

    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

  • 35% rewritten

    Cash and cash equivalents

  • 23% rewritten

    Derivative financial instruments

All 86 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01For the year ended December 31, 2025, we had a net income of $5,306,976, which consisted of interest earned on marketable securities held in Trust Account of $5,674,641 and change on overallotment liability of $221,454, offset by general and administrative costs of $589,119New
  2. 02Until the consummation of the Initial Public Offering, 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 Initial Public Offering63% rewritten
  3. 03Following the closing of the Initial Public Offering and the private placement, a total of $151,050,000 was placed in the Trust Account. We incurred $8,782,919 of transaction costs, consisting of $3,000,000 of cash underwriting fee, $5,250,000 of deferred underwriting fee, and $532,919 of other offering costs53% rewritten
  4. 04Off-Balance Sheet Financing Arrangements
  5. 05Critical Accounting Estimates and Policies55% rewritten
  6. 06Class A Ordinary Shares Subject to Possible RedemptionNew
  7. 07Recent Accounting Standards40% rewritten
  8. 08Evaluation of Disclosure Controls and Procedures
  9. 09Management’s Report on Internal Controls Over Financial Reporting99% rewritten
  10. 10(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statementsNew
  11. 11Attestation report of the registered public accounting firmNew
  12. 12Changes in Internal Control over Financial Reporting64% rewritten
  13. 13Michael Braunstein 43 Director
  14. 14Number and Terms of Office of Officers and Directors
  15. 15Officer and Director Compensation
  16. 16Committees of the Board of Directors
  17. 17Each 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
  18. 18The 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
  19. 19We 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 Michael Braunstein and Michael Braunstein serves as chair of the nominating and corporate governance committee
  20. 20The 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
  21. 21(vi) duty to exercise independent judgment
  22. 22Michael Braunstein Braunstein Turkish LLP Law Partner
  23. 23Reimbursement 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
  24. 24(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)
  25. 25We cannot assure you that any of the above mentioned conflicts will be resolved in our favor
  26. 26Limitation on Liability and Indemnification of Officers and Directors
  27. 27Section 16(a) Beneficial Ownership Reporting Compliance
  28. 28Executive Officers and Director Compensation
  29. 29of Certain Beneficial Owners and Management and Related Stockholder Matters
  30. 30All officers, directors and directors as a group (6 persons) 365,000 2.3 % 6,059,925 100 %
  31. 31Anastasios (Tassos) Chrysostomidis(5) 170,000 2.8 % — —
  32. 32(3) Each Class B Unit beneficially owned represents an interest in one private unit owned by the sponsor
  33. 33Our sponsor is deemed to be our “promoter”, as such term is defined under the federal securities laws
  34. 34Transfers of Founder Shares and Private Units
  35. 35Restrictions Exceptions to Transfer Restrictions
  36. 36All Officers and Directors
  37. 37ITEM 13. Certain Relationships and Related Transactions, and Director Independence
  38. 38Our 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
  39. 39Any 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
  40. 40Policy for Approval of Related Party Transactions
  41. 41The 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 rendered35% rewritten
  42. 42Tax Fees. During the year ended December 31, 2025 and for 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
  43. 43ITEM 15. Exhibits, Financial Statement Schedules55% rewritten
  44. 44Notes to Financial Statements F-7 to F-19
  45. 454.3 Specimen Warrant Certificate (included in Exhibit 4.4)
  46. 464.5* Description of Securities
  47. 47104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  48. 48Title: Co-Chief Executive Officer49% rewritten
  49. 49Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2New
  50. 50Opinion on the Financial Statements61% rewritten
  51. 51Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2025 and 2024New
  52. 52Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 157,175,901 $ 362,887New
  53. 53Loss from Operations (589,119 ) (75,822 )98% rewritten
  54. 54Basic and diluted net income (loss) per share, Class B ordinary shares $ 0.26 $ (0.03 )62% rewritten
  55. 55$ (4,923,522 ) $ (4,922,860 )New
  56. 56Net income (loss) $ 5,306,976 $ (157,572 )New
  57. 57Change in fair value of over-allotment liability (221,454 )New
  58. 58Net cash used in operating activities (577,956 )New
  59. 59Net cash used in investing activities (151,050,000 )New
  60. 60Cash – End of period $ 354,108 $67% rewritten
  61. 61NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
  62. 62Transaction 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
  63. 63In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”)New
  64. 64The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsNew
  65. 65Cash and cash equivalents35% rewritten
  66. 66Marketable securities held in Trust AccountNew
  67. 67Concentration of credit risk82% rewritten
  68. 68Derivative financial instruments23% rewritten
  69. 69Class A shares subject to possible redemptionNew
  70. 70Gross proceeds $ 150,000,000New
  71. 71Class A ordinary shares issuance costs (8,679,540 )New
  72. 72Net income (loss) per ordinary share99% rewritten
  73. 73Class A Class B Class A Class BNew
  74. 74NOTE 4. PRIVATE PLACEMENT
  75. 75Administrative services agreement52% rewritten
  76. 76Registration and shareholder rights74% rewritten
  77. 77The Company granted the underwriters a 45-day option from the date of this prospectus to purchase up to 2,250,000 additional units at the Initial Public Offering price less the underwriting discounts and commissions. As of December 31, 2025, the full over-allotment option expired unexercisedNew
  78. 78Preference 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, 2025 and 2024, there were no preference shares issued or outstanding
  79. 79NOTE 8. FAIR VALUE MEASUREMENTSNew
  80. 80Marketable securities held in Trust Account 1 $ 156,724,641 $New
  81. 81Fair value of over-allotment unit $ 0.098New
  82. 82Fair value of over-allotment option liability at December 31, 2025 $New
  83. 83NOTE 9. SEGMENT INFORMATION81% rewritten
  84. 84The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segmentNew
  85. 85Interest earned on marketable securities held in Trust Account $ 5,674,641 $New
  86. 86NOTE 10. SUBSEQUENT EVENTS93% rewritten

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

  • FY2024 10-K risk factors
    70 risks

    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.

    Filed Mar 31, 2025

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.