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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
October
29, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 29, 2026, Stellar V Capital Corp. (the “Company”) held its annual general meeting of shareholders (the “Annual
Meeting”).
The
shareholders approved, among other things, as a special resolution, an amendment (the “Extension Amendment”) to the
Company’s Amended and Restated Memorandum and Articles of Association to give the Company the right to extend the date by which
it has to complete a business combination from October 31, 2026 to July 31, 2027. . A copy of the Extension Amendment is attached as
Exhibit 3.1 hereto and incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
September 29, 2026, the Company held the Annual Meeting. There were 15,555,000 Class A Ordinary Shares and 6,059,925 Class B Ordinary
Shares for a total of 21,614,925 Ordinary Shares issued and outstanding on the record date, October 6, 2026.
There
were 18,483,412 Ordinary Shares present at said meeting in person or represented by proxy, which is 85.51% of the total outstanding shares,
thereby constituting a quorum.
Approval
of the Extension Amendment Proposal required a special resolution as a matter of Cayman Islands law, being a resolution passed by a majority
of at least two thirds of the votes cast at the Meeting.
Approval
of the Director Re-Election Proposal required an ordinary resolution as a matter of Cayman Islands law, being a resolution passed by
a simple majority of the Votes cast at the Meeting.
Approval
of the Ratification of Auditors Proposal required an ordinary resolution as a matter of Cayman Islands law, being a resolution passed
by a simple majority of the votes cast at the Meeting.
Each
of the proposals was approved. The final results for each of the matters submitted to a vote of the Company’s shareholders at the
Annual Meeting are as follows:
| Proposal | |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTES | |
| Extension Amendment Proposal | |
| 16,525,421 | | |
| 1,957,991 | | |
| 0 | | |
| 0 | |
| Director Re-Election Proposal | |
| 13,025,984 | | |
| 5,457,428 | | |
| 0 | | |
| 0 | |
| Ratification of Auditors Proposal | |
| 17,025,421 | | |
| 1,457,991 | | |
| 0 | | |
| 0 | |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Extension Amendment |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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:
November 4, 2026
| Stellar V Capital Corp. |
|
| |
|
| By: |
/s/ Prokopios
(Akis) Tsirigakis |
|
| Name: |
Prokopios (Akis) Tsirigakis |
|
| Title: |
Co-Chief Executive Officer |
|
