Stellar V Capital Corp. (Cayman Islands) 8-K

What Happened Stellar V Capital Corp. filed an 8-K on June 23, 2026 disclosing that on June 17, 2026 it issued an unsecured promissory note for $200,000 to Nautilus Energy Management Corp., a Marshall Islands company controlled by the Company’s Co‑Chief Executive Officers Prokopios (Akis) Tsirigakis and Georgios (George) Syllantavos. The note bears no interest, is repayable in full upon consummation of the Company’s business combination, and is convertible at Nautilus’ election into units at $10.00 per unit (identical to the private placement units issued in the IPO). The promissory note is filed as Exhibit 10.1.

Key Details

• Amount: $200,000 promissory note issued June 17, 2026.
• Terms: Unsecured, no interest, repayable upon consummation of the business combination.
• Conversion: At Nautilus’ election upon the business combination, convertible into units at $10.00 per unit (same structure as IPO private placement units).
• Securities law: Issuance relied on Section 4(a)(2) of the Securities Act as an unregistered sale to sophisticated investors, not for distribution.

Why It Matters This filing shows the company accepted short‑term funding from an affiliate of its Co‑CEOs that can convert into equity units if the business combination closes. For investors, the note increases potential insider-related convertible securities that could affect post‑combination capitalization if converted at closing. The note is unsecured and carries no interest, so its immediate cash cost and dilution terms are defined (conversion at $10/unit) rather than ongoing expense.