UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On June 17, 2026, Stellar V Capital Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in an amount of $200,000 to Nautilus Energy Management Corp. (“Nautilus”), a company registered in the Marshall Islands and controlled by Prokopios (Akis) Tsirigakis and Georgios (George) Syllantavos, the Company’s Co-Chief Executive Officers. The Note bears no interest and is repayable in full upon the consummation of the Company’s business combination. It is convertible at the Nautilus’ election upon the consummation of the Company’s business combination. Upon such election, the Note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering.
The Note is filed as Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 20,000 private placement units of the Company would be issued if the entire principal balance of the Note is converted. The warrants constituting a part of the units are exercisable, subject to the terms and conditions of the warrants, for Class A ordinary shares as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the issuance and sale of the Note, as it was issued to sophisticated investors without a view to distribution, and was not issued through any general solicitation or advertisement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Promissory Note issued by the Company to Nautilus Energy Management Corp. on June 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 23, 2026
| Stellar V Capital Corp. | ||
| By: | /s/ Prokopios (Akis) Tsirigakis | |
| Name: | Prokopios (Akis) Tsirigakis | |
| Title: | Co-Chief Executive Officer | |
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