October 28, 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)
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted October 10, 2024
           CIK No. 0002033593
Dear Prokopios Tsirigakis:

     We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our September 23, 2024, letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page

1.     Please revise the cross-references provided pursuant to Items
1602(a)(3), (4) and (5)
       of Regulation S-K to highlight them by prominent type or in another
manner, to the
       locations of related disclosures in the prospectus.
2.     We note your response to prior comment 3. As previously requested,
please disclose
       the potential material impact of these purchases on public investors and
clarify
       whether the potential limited number of public investors could impact
your listing
       eligibility. In addition, the agreements with the non-managing sponsor
investors
 October 28, 2024
Page 2

       appear to be material. Please file the agreements in accordance with
Item 601(b)(10)
       of Regulation S-K. Further, please expand your disclosure to clarify
that, given the
       low price that the non-managing sponsors will pay for their interest,
they have an
       incentive to vote in favor of any business combination, even if they are
under no
       obligation.
3.     We note the revisions made in response to prior comment 4. However, we
continue to
       note the disclosure on page 32 and elsewhere in the prospectus 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.    As
       previously noted 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
Compensation, page 6

4.     Please revise the disclosure outside of the table to describe the extent
to which the
       exercise of the private warrants on a cashless basis and the conversion
of the working
       capital loans into warrants may result in a material dilution of the
purchasers' equity
       interests. Further, please revise the table to include the anti-dilution
adjustment of the
       founder shares. See Item 1602(b)(6) of Regulation S-K. Please make
similar revisions
       to your disclosure on page 132 regarding the anti-dilution adjustment in
accordance
       with Item 1603(a)(6) of Regulation S-K.
Founders Shares , page 18

5.     We note that your sponsor initially purchased 4,312,500 shares at
approximately
       $.006 per shares, but that you have subsequently issued additional
shares. Please
       provide the per share price based on the additional shares issued here
and throughout
       the prospectus.
Conflicts of Interest, page 35

6.     We note your response to prior comment 10. Please revise here and
elsewhere that
       similar disclosure appears to explain how the existing relationships
with your sponsor,
       directors, and officer and targeting a broad range of sectors supports
the conclusion
       that potential conflicts of interest would not materially affect your
ability to complete
       a business combination. Also, please elaborate on why the fact that the
sponsor, co-
       founders, directors and officers have financial interests in the
completion of a business
       combination resolves conflicts of interest that they may have as a
result of their
       fiduciary, contractual or other duties to other entities.
7.     Please revise to disclose that your ability to identify and evaluate a
target company
       may be impacted by significant competition among other SPACs in pursuing
a
       business combination transaction candidate and that significant
competition may
 October 28, 2024
Page 3

       impact the attractiveness of the acquisition terms that the SPAC will be
able to
       negotiate. In this regard, we note your disclosure on page 47 that you
expect to
       encounter significant competition from other entities having a business
objective
       similar to yours and that you may have a competitive disadvantage in
successfully
       negotiating a business combination.
Transfers of Founder Shares and Private Units, page 137

8.     We note your response to prior comment 14. We reissue in part. Please
clarify the
       exception "by virtue of the laws of the Cayman Islands or our sponsor's
operating
       agreement." Please revise the table to discuss the lock-up agreement
with the
       underwriters. Please see Item 1603(a)(9) of Regulation S-K.
9.     Please revise to disclose those circumstances when the members of the
sponsor may
       transfer their membership interests in the sponsor, as required by Item
1603(a)(6) of
       Regulation S-K.
       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.