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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
February 28, 2026
Date
of Report (Date of earliest event reported)
Stellar V Capital Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-42496 |
|
N/A |
(State or other jurisdiction
of
incorporation) |
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.) |
230 Park Avenue, Suite 1540
New York, NY |
|
10169 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (212) 661-7566
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
SVCC |
|
The Nasdaq Stock Market
LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
SVCCW |
|
The Nasdaq Stock Market
LLC |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
SVCCU |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
As
previously disclosed, on November 2, 2025, Mr. Harry Braunstein, a member of the board of directors (the “Board”) of Stellar
V Capital Corp. (the “Company”), passed away.
On
February 28, 2026, upon recommendation of the Nominating and Governance Committee of the Board, the Board elected Michael
Braunstein, the son of Harry Braunstein, as a class II director of the Company, to serve on the Audit Committee and the Compensation
Committee, and to serve as chair of the Nominating and Corporate Governance Committee. The Board has determined that Michael
Braunstein is independent pursuant to the director independence standards established under the NASDAQ Stock Market listing
rules.
Michael
Braunstein has been a partner of Braunstein Turkish LLP since September 2009, and the managing member of Sunset Capital 1 LLC and its
affiliate entities since November 2025. From January 2024 to November 2025, Mr. Braunstein was the president of Sunset Capital 1 LLC
and its affiliate entities. From January 2019 to December 2023, he was the vice president of Sunset Capital 1 LLC and its affiliate entities.
Mr. Braunstein is also a director of Sunset Capital 1 LLC. Mr. Braunstein received his bachelor degree in music business from New York
University in 2004 and his Juris Doctor degree from Brooklyn Law School in 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
March 4, 2026
| |
Stellar V
Capital Corp. |
| |
|
| |
By: |
/s/
Prokopios (Akis) Tsirigakis |
| |
Name: |
Prokopios (Akis) Tsirigakis |
| |
Title: |
Co-Chief Executive
Officer |