September 23, 2024

Prokopios Tsirigakis
Co-Chief Executive Officer
Stellar V Capital Corp. (Cayman Islands)
230 Park Avenue
Suite 1540
New York, NY 10169

       Re: Stellar V Capital Corp. (Cayman Islands)
           Draft Registration Statement on Form S-1
           Submitted August 28, 2024
           CIK No. 0002033593
Dear Prokopios Tsirigakis:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-1
Cover Page

1.     Please expand your disclosure in paragraph 6 to include the
anti-dilution adjustment to the
       founder shares in connection with your initial business combination, and
disclose
       the amount of any other payments you consider compensation, such as
payments
       discussed on page 32. Please also discuss whether this compensation and
securities
       issuance may result in a material dilution of the purchasers' equity
interests. Lastly, please
       provide a cross-reference, highlighted by prominent type or in another
manner, to the
       locations of related disclosures in the prospectus. See Item 1602(a)(3)
of Regulation S-K.
2.     We note your disclosure in paragraph 12. Please revise to state clearly
that there may be
       actual or potential material conflicts of interest between the sponsor,
its affiliates, or
       promoters on one hand, and purchasers in the offering on the other.
Please refer to Item
       1602(a)(5) of Regulation S-K.
 September 23, 2024
Page 2

3.     We note your disclosure that certain institutional investors may
purchase non-managing
       sponsor membership interests and may purchase shares in the offering.
Please disclose the
       number of institutional investors. Please disclose whether there is a
cap on the amount
       that each investor may purchase. Please disclose that the non-managing
sponsor investors
       will have the potential to realize enhanced economic returns from their
investment as
       compared to other investors purchasing in the offering and the incentive
this creates for
       these investors to vote in favor of the initial business combination.
Further, please
       disclose the potential material impact of these purchases on public
investors and clarify
       whether the potential limited number of public investors would impact
your listing
       eligibility. Lastly, please file any agreement or form of any agreements
with the non-
       managing sponsor investors as exhibits.
4.     We note the disclosure in paragraph 8 and elsewhere that the proceeds in
the trust account
       will not be released until "(i)the completion of our initial business
combination or an
       earlier redemption in connection with the commencement of the procedures
to
       consummate the initial business combination if we determine it is
desirable to facilitate
       the completion of the initial business combination." However, Nasdaq
Rule IM-5101-2(a)
       states that "[a]t least 90% of the gross proceeds from the initial
public offering . . . must
       be deposited in a trust account maintained by an independent trustee . .
. ." It is unclear
       how the release of funds earlier than the consummation of the initial
business combination
       would comport with this listing standard. Please revise for consistency
with the Nasdaq
       Listing Rules
Summary, page 1

5.     Please provide tabular disclosure regarding the nature and amount of the
compensation
       received or to be received by the SPAC sponsor, its affiliates, and
promoters, the amount
       of securities issued or to be issued by the SPAC to the SPAC sponsor,
its affiliates, and
       promoters and the price paid or to be paid for such securities. Outside
the table, please
       disclose the extent to which this compensation and securities issuance
may result in a
       material dilution of the purchasers' equity interests. See Item
1602(b)(6) of Regulation S-
       K.
Initial Business Combination, page 7

6.     We note that you may seek to extend the time to complete a business
combination beyond
       24 months. Please disclose whether there are any limitations on
extensions, including the
       number of times you may seek to extend. Please also disclose the
consequences to the
       sponsor of not completing an extension of this time period. See Item
1602(b)(4) of
       Regulation S-K.
Additional Financing, page 10

7.     Please disclose how the terms of additional financings may impact
unaffiliated security
       holders. See Item 1602(b)(5) of Regulation S-K.
Transfer restrictions on founder shares and private units, page 18

8.     We note your disclosure that you could "agree to permit the holders of
your founder
       shares to transfer shares or agree to cancel such securities." Please
add risk factor
       disclosure regarding any risk that the sponsor may remove itself as
Sponsor from the
 September 23, 2024
Page 3

       company before identifying a business combination, including through the
ability to
       transfer the founder shares or otherwise.
Permitted purchases of public shares..., page 24

9.     We note the disclosure in this section that in the event your sponsor,
initial shareholders,
       directors, officers, advisors or their affiliates were to purchase
shares from public
       shareholders that your registration statement/proxy statement filed for
your business
       combination transaction would include a representation that any of your
securities
       purchased by your sponsor, initial shareholders, directors, officers,
advisors or their
       affiliates would not be voted in favor of approving the business
combination transaction.
       Please reconcile with the disclosure on pages 27 through 28 regarding
the letter agreement
       entered into with the sponsor, officers and directors, whereby they
agreed to vote any
       shares held by them, including any public shares purchased during or
after this offering
       (including in open market and privately-negotiated transactions) in
favor of your initial
       business combination.
Conflicts of Interest, page 33

10.    Please revise disclosure in this section to address the following:
           In the first and second paragraph, please explain why you do not
believe that
           fiduciary duties or contractual obligations, or the involvement of
the sponsor, officers
           or directors with other SPACs would materially affect your ability
to complete a
           business combination.
           Add disclosure of the conflicts of interest relating to items listed
under "Payments to
           insiders" such as compensation, repayment of loans and reimbursement
of expenses
           that will be paid to officers and directors affiliated with the
sponsor upon completion
           of a de-SPAC transaction.
           Clarify the conflicts associated with entering into a business
combination with an
           affiliate of your sponsor, officers or directors, as referenced on
page 8. Please refer to
           Item 1602(b)(7) of Regulation S-K
Dilution, page 85

11.    Please expand your disclosure outside the table to describe each
material potential source
       of future dilution. Your revisions should address, but not be limited
to, founder shares'
       anti-dilution rights, shares that may be issued in connection with the
closing of your initial
       business combination, additional financing in connection with the
closing of your initial
       business combination, and up to $1,500,000 of working capital loans that
may be
       convertible into private placement warrants. Reference is made to Item
1602(c) of
       Regulation S-K.
Officer and Director Compensation, page 121

12.    Please revise to discuss the shares to be issued to your independent
directors, as disclosed
       on page 9 and the nature of such issuance. See Item 402(r)(3) of
Regulation S-K.
 September 23, 2024
Page 4

Conflicts of Interest, page 124

13.    Please revise to disclose the nominal price paid for the founder shares,
and any actual or
       potential material conflicts of interest relating to compensation,
repayment of loans, and
       reimbursements of expenses that will be paid to your sponsor, officers,
or directors. Your
       disclosure should include conflicts between your sponsor or its
affiliates, or your officers,
       directors or promoters on one hand, and your unaffiliated security
holders on the other.
       See Item 1603(b) of Regulation S-K.
Transfer of Founder Shares and Private Units, page 130

14.    Please provide the disclosure in this section in a tabular format to the
extent practicable,
       as required by Item 1603(a)(9) of Regulation S-K. Please clarify the
exception "by virtue
       of the laws of the Cayman Islands or our sponsor   s operating
agreement." Please also
       clarify the statement that "we could agree to permit the holders of our
founder shares to
       transfer shares or agree to cancel such securities." Clarify whether
there are any limitation
       on this exception. Lastly, please discuss the lock-up agreement with the
underwriters as
       disclosed on page 165.
General

15.    Please provide the disclosure required by Item 1603(a)(6) of Regulation
S-K. Please
       disclose the nature and amount of all compensation that has been or will
be awarded to,
       earned by, or paid to your sponsor, its affiliates, and any promoters
for all services
       rendered or to be rendered in all capacities, and the amount of
securities issued or to be
       issued to your sponsor, its affiliates, and any promoters and the price
paid for such
       securities. Disclose any circumstances or arrangements under which your
sponsor, its
       affiliates, and promoters, directly or indirectly, have transferred or
could transfer
       ownership of securities of you, or that have resulted or could result in
the surrender or
       cancellation of such securities, such as the shares to be issued to the
independent directors
       as referenced on page 9. In addition, disclose the nature and amounts of
any
       reimbursements to be paid to your sponsor, its affiliates, and any
promoters upon the
       completion of a de-SPAC transaction.
       Please contact Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Giovanni Caruso, Esq.