SecProbe.io

December 24, 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)
Registration Statement on Form S-1
Filed December 4, 2024
File No. 333-283612
Dear Prokopios Tsirigakis:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
We note your revised disclosure regarding your ability to extend your completion
window from 18 months to 21 months to complete an initial business combination.
We also note that your sponsor and affiliates are required to make a loan, within 10
days of the end of the 18-month period if the extension is elected and that the loan
may be unrecoverable. Further, we note that you may be required to provide
additional loans if further extensions are voted on by the shareholders. It appears,
from your revised disclosure, that your sponsor and affiliates have, potentially, up to
40 days beyond the initial or any extended completion date to provide any required
loan, given the additional "30-day cure period" referenced in your revised disclosure.
Please revise your Summary section, on page 1, to define “due date” and “applicable
deadline” as used regarding the 30-day cure period and extending the completion 1.

December 24, 2024
Page 2
window. Also clarify how the 30-day cure period works with any extensions of the
completion window(s). Please clarify the impact if the sponsor or affiliates
ultimately do not provide the loans and how this affects the cure period. Finally,
address how the 30-day cure period and 10-day loan funding period are compatible
with the requirement that shareholder funds be returned promptly if you do not
complete an initial business combination within the completion window. Additionally,
we note on page 116, your disclosure still refers to having 24 months to complete your
initial business combination. Please revise to address this discrepancy.
Summary
Summary of Risk Factors, page 39
2.We note that you removed summary risk factors that appear to make an investment in
you or your offering speculative or risky. Specifically, we note the risks related to the
time to complete your business combination, the ability of management to purchase
shares which could impact the public float and the ability to complete the
combination, the dilution impact on investors, and the competition among SPACs for
targets. Please revise to include these summary risks or advise us why they should not
be addressed in the summary risk factor section. Please refer to Item 105(b) of
Regulation S-K.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules., page II-2
3.We note that assumption 2.10 in Exhibit 5.1, assumes the due authorization and
execution of all documents. This assumption appears overly broad as it relates to the
company.  Please have counsel revise the opinion as appropriate to exclude the
company from this assumption. Refer to Section II.B.3.a of Staff Legal Bulletin No.
19.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

December 24, 2024
Page 3
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Giovanni Caruso, Esq.