Stellar V Capital issues $200,000 convertible note
Stellar V Capital Corp. entered into a new financing arrangement with an affiliate.
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Form Type
8-K
Rhea-AI Filing Summary
Stellar V Capital Corp. entered into a new financing arrangement with an affiliate. On June 17, 2026, the company issued an unsecured promissory note for $200,000 to Nautilus Energy Management Corp., an entity controlled by its Co-Chief Executive Officers.
The note bears no interest and is repayable in full when Stellar V completes its business combination. At Nautilus’s election, upon that business combination, the principal may convert into units at $10.00 per unit, identical to the private placement units from the IPO, resulting in up to 20,000 private placement units. Each unit includes warrants that are exercisable under the existing warrant agreement.
8-K Event Classification
3 items: 2.03, 3.02, 9.01
3 items
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Promissory note principal: $200,000
Conversion price per unit: $10.00 per unit
Maximum units on conversion: 20,000 units
+2 more
5 metrics
Promissory note principal
$200,000
Unsecured note issued to Nautilus on June 17, 2026
Conversion price per unit
$10.00 per unit
Conversion of note into private placement units upon business combination
Maximum units on conversion
20,000 units
Private placement units issuable if full $200,000 converts
Warrant exercise price
$11.50 per share
Each whole warrant exercisable for one Class A ordinary share
Par value per share
$0.0001 per share
Class A ordinary shares of Stellar V Capital
Key Terms
unsecured promissory note, off-balance sheet arrangement, private placement units, Section 4(a)(2) of the Securities Act of 1933, +1 more
5 terms
unsecured promissory note financial
"the Company issued an unsecured promissory note (the “Note”) in an amount of $200,000"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
off-balance sheet arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.
private placement units financial
"into units identical to the private placement units issued in connection with the Company’s initial public offering"
Section 4(a)(2) of the Securities Act of 1933 regulatory
"The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What new financing did Stellar V Capital Corp. (SVCC) arrange?
Stellar V Capital Corp. issued an unsecured promissory note for $200,000 to Nautilus Energy Management Corp. The note provides short-term funding and is repayable upon completion of the company’s business combination, without any interest charges accruing on the balance.
When is the $200,000 Nautilus note to Stellar V Capital due?
The $200,000 unsecured promissory note is repayable in full upon consummation of Stellar V Capital’s business combination. Until that business combination occurs, no interest is payable and the principal remains outstanding on the same non-interest-bearing terms.
Can the Nautilus note to Stellar V Capital (SVCC) be converted into equity?
Yes. Upon the business combination, Nautilus may elect to convert the $200,000 note into units at $10.00 per unit. Full conversion would result in issuance of 20,000 private placement units to Nautilus instead of cash repayment.
What do the private placement units of Stellar V Capital include?
The private placement units are identical to those issued in Stellar V Capital’s IPO. Each unit includes a Class A ordinary share and warrants, with those warrants exercisable for Class A ordinary shares under the existing warrant agreement’s terms and conditions.
Under which Securities Act exemption was the Nautilus note issued by SVCC?
Stellar V Capital relied on Section 4(a)(2) of the Securities Act of 1933. The note was issued in a private transaction to sophisticated investors, without general solicitation or advertising, and not with a view to immediate public distribution.
What is the exercise price of Stellar V Capital’s public warrants (SVCCW)?
Each whole warrant of Stellar V Capital, trading under symbol SVCCW, is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, as stated in the company’s securities listing information.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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