SecProbe.io

October 28, 2024
Prokopios Tsirigakis
Co-Chief Executive Officer
Stellar V Capital Corp. (Cayman Islands)
230 Park Avenue
Suite 1540
New York, NY 10169
Re:Stellar V Capital Corp. (Cayman Islands)
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 10, 2024
CIK No. 0002033593
Dear Prokopios Tsirigakis:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 23, 2024, letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.Please revise the cross-references provided pursuant to Items 1602(a)(3), (4) and (5)
of Regulation S-K to highlight them by prominent type or in another manner, to the
locations of related disclosures in the prospectus.
We note your response to prior comment 3. As previously requested, please disclose
the potential material impact of these purchases on public investors and clarify
whether the potential limited number of public investors could impact your listing
eligibility. In addition, the agreements with the non-managing sponsor investors 2.

October 28, 2024
Page 2
appear to be material. Please file the agreements in accordance with Item 601(b)(10)
of Regulation S-K. Further, please expand your disclosure to clarify that, given the
low price that the non-managing sponsors will pay for their interest, they have an
incentive to vote in favor of any business combination, even if they are under no
obligation.
3.We note the revisions made in response to prior comment 4. However, we continue to
note the disclosure on page 32 and elsewhere in the prospectus that the proceeds in the
trust account will not be released until “(i)the completion of our initial business
combination or an earlier redemption in connection with the commencement of the
procedures to consummate the initial business combination if we determine it is
desirable to facilitate the completion of the initial business combination.” As
previously noted Nasdaq Rule IM-5101-2(a) states that “[a]t least 90% of the gross
proceeds from the initial public offering . . . must be deposited in a trust account
maintained by an independent trustee . . . .” It is unclear how the release of funds
earlier than the consummation of the initial business combination would comport with
this listing standard. Please revise for consistency with the Nasdaq Listing Rules.
Summary
Compensation, page 6
4.Please revise the disclosure outside of the table to describe the extent to which the
exercise of the private warrants on a cashless basis and the conversion of the working
capital loans into warrants may result in a material dilution of the purchasers' equity
interests. Further, please revise the table to include the anti-dilution adjustment of the
founder shares. See Item 1602(b)(6) of Regulation S-K. Please make similar revisions
to your disclosure on page 132 regarding the anti-dilution adjustment in accordance
with Item 1603(a)(6) of Regulation S-K.
Founders Shares , page 18
5.We note that your sponsor initially purchased 4,312,500 shares at approximately
$.006 per shares, but that you have subsequently issued additional shares. Please
provide the per share price based on the additional shares issued here and throughout
the prospectus.
Conflicts of Interest, page 35
6.We note your response to prior comment 10. Please revise here and elsewhere that
similar disclosure appears to explain how the existing relationships with your sponsor,
directors, and officer and targeting a broad range of sectors supports the conclusion
that potential conflicts of interest would not materially affect your ability to complete
a business combination. Also, please elaborate on why the fact that the sponsor, co-
founders, directors and officers have financial interests in the completion of a business
combination resolves conflicts of interest that they may have as a result of their
fiduciary, contractual or other duties to other entities.
Please revise to disclose that your ability to identify and evaluate a target company
may be impacted by significant competition among other SPACs in pursuing a
business combination transaction candidate and that significant competition may 7.

October 28, 2024
Page 3
impact the attractiveness of the acquisition terms that the SPAC will be able to
negotiate. In this regard, we note your disclosure on page 47 that you expect to
encounter significant competition from other entities having a business objective
similar to yours and that you may have a competitive disadvantage in successfully
negotiating a business combination.
Transfers of Founder Shares and Private Units, page 137
8.We note your response to prior comment 14. We reissue in part. Please clarify the
exception "by virtue of the laws of the Cayman Islands or our sponsor's operating
agreement." Please revise the table to discuss the lock-up agreement with the
underwriters. Please see Item 1603(a)(9) of Regulation S-K.
9.Please revise to disclose those circumstances when the members of the sponsor may
transfer their membership interests in the sponsor, as required by Item 1603(a)(6) of
Regulation S-K.
            Please contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Giovanni Caruso, Esq.