Velos Acquisition I (MBAV) sponsor converts 7,187,500 shares, sells 4,279,275

Rhea-AI Filing Summary

MI7 Sponsor, LLC, a 10% owner associated with President Chinh Chu of Velos Acquisition I Corp., converted 7,187,500 Class B ordinary shares into an equal number of Class A ordinary shares on July 20, 2026. It then disposed of 4,279,275 Class A shares to investors at $3.33 per share under Securities Purchase Agreements, generating $14,250,000 of gross proceeds for the Sponsor. The sold shares are treated as Founder Shares, and the affiliated entities and Chu disclaim beneficial ownership beyond their pecuniary interests.

Insider Trade Summary

Net Buyer: 2,908,225 shares

Net Buy 3 txns

Insider Chu Chinh, MI7 Sponsor, LLC, CC MI7 SPV, LLC, CC Capital Ventures, LLC, CC Capital SP, LP, CC Capital GP, LLC

Role President | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Conversion	Class B Ordinary Shares F1, F2, F4	7,187,500	$0.00	$0.00
Conversion	Class A Ordinary Shares F1, F2, F3, F4	7,187,500	--	--
Other	Class A Ordinary Shares F1, F2, F3, F4	4,279,275	$3.33	$14.25M

Holdings After Transaction: Class B Ordinary Shares — 0 shares (Indirect, By MI7 Sponsor, LLC); Class A Ordinary Shares — 2,908,225 shares (Indirect, By MI7 Sponsor, LLC)

Footnotes (4)

1. F1. Pursuant to the Issuer's amended and restated memorandum and articles of association (the "Articles"), Class B ordinary shares of the Issuer, par value $0.0001 (the "Class B Ordinary Shares") shall automatically convert into Class A ordinary shares of the Issuer, par value $0.0001 ("Class A Ordinary Shares") on a one-for-one basis at any time and from time to time at the option of the holders therefor or at the time of the Issuer's initial business combination.
2. F2. On June 12, 2026, the Issuer entered into Securities Purchase Agreements (the "SPAs") with the MI7 Sponsor, LLC (the "Sponsor"), ReserveOne, Inc., ReserveOne Holdings, Inc. and certain investors (the "Investors") named therein. Pursuant to the SPAs, upon the effectiveness of certain amendments to the Issuer's Articles, among other things, the Sponsor agreed to sell, and the Investors agreed to purchase an aggregate of 4,279,275 Class A Ordinary Shares issuable upon the conversion of the Sponsor's Class B Ordinary Shares, which pursuant to the SPAs, the Sponsor agreed to convert to Class A Ordinary Shares and which the parties have agreed to continue to treat as "Founder Shares" as described in the SPAs. On July 17, 2026, the Issuer's shareholders approved the necessary amendments to the Issuer's Articles. Accordingly, on July 20, 2026, the Sponsor converted all of its Class B Ordinary Shares to Class A Ordinary Shares and then sold such converted shares to the Investors.
3. F3. Pursuant to the SPAs, the Investors purchased these converted Class A Ordinary Shares for a price per share equal to $3.33 resulting in aggregate gross proceeds to the Sponsor of $14,250,000.
4. F4. Sponsor directly holds the shares reported herein. CC MI7 SPV, LLC ("CC MI7 SPV") is the sole member of Sponsor. CC Capital Ventures, LLC ("CC Capital Ventures") is the sole member of CC MI7 SPV, and CC Capital SP, LP ("CC Capital SP") is the sole member of CC Capital Ventures. CC Capital GP, LLC ("CC Capital GP") is the general partner of CC Capital SP, and Chinh Chu is the sole member of CC Capital GP. Each of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP and Chinh Chu disclaims beneficial ownership of the securities of the Issuer held directly by Sponsor except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP or Chinh Chu is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Key Figures

Class B Shares Converted: 7,187,500 shares Class A Shares Received on Conversion: 7,187,500 shares Class A Shares Sold to Investors: 4,279,275 shares +3 more

6 metrics

Class B Shares Converted 7,187,500 shares Class B ordinary shares automatically converted into Class A on July 20, 2026

Class A Shares Received on Conversion 7,187,500 shares Equal number of Class A ordinary shares received upon conversion of Class B shares

Class A Shares Sold to Investors 4,279,275 shares Converted Class A ordinary shares sold pursuant to Securities Purchase Agreements

Sale Price Per Share $3.33 per share Investors’ purchase price for the converted Class A ordinary shares

Aggregate Gross Proceeds to Sponsor $14,250,000 Total gross proceeds MI7 Sponsor received from sale of converted Class A shares

Class B Shares After Conversion 0 shares Class B ordinary shares held indirectly by Sponsor following full conversion

Key Terms

Securities Purchase Agreements, Founder Shares, amended and restated memorandum and articles of association, beneficial ownership, +1 more

5 terms

Securities Purchase Agreements financial

"On June 12, 2026, the Issuer entered into Securities Purchase Agreements"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

Founder Shares financial

"the parties have agreed to continue to treat as "Founder Shares""

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

amended and restated memorandum and articles of association regulatory

"Pursuant to the Issuer's amended and restated memorandum and articles of association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

beneficial ownership financial

"disclaims beneficial ownership of the securities of the Issuer held directly"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of its or his pecuniary interest therein"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 05:41 PM Accepted by SEC EDGAR 07/22/2026 - 05:40 PM Learn about SEC filing dates

FAQ

What insider share transactions did MBAV report for Velos Acquisition I on July 20, 2026?

Velos Acquisition I reported that MI7 Sponsor converted 7,187,500 Class B shares into Class A and then sold 4,279,275 Class A shares at $3.33 per share. These steps followed earlier Securities Purchase Agreements and shareholder approval of charter amendments.

How many Velos Acquisition I Class B shares tied to MBAV were converted to Class A?

MI7 Sponsor converted 7,187,500 Class B ordinary shares into an equal number of Class A ordinary shares. This automatic one-for-one conversion occurred after shareholders approved amendments to the company’s amended and restated memorandum and articles of association.

How many Velos Acquisition I Class A shares linked to MBAV were sold and at what price?

Investors purchased 4,279,275 converted Class A ordinary shares from MI7 Sponsor at $3.33 per share. The transactions produced $14,250,000 in aggregate gross proceeds for the Sponsor under Securities Purchase Agreements dated June 12, 2026.

What are the Securities Purchase Agreements mentioned in the MBAV-related Velos Acquisition I filing?

The Securities Purchase Agreements are contracts among MI7 Sponsor, Velos Acquisition I and certain investors for 4,279,275 Class A shares. They required charter amendments and the conversion of the Sponsor’s Class B shares, with the converted shares treated as Founder Shares under the agreements.

How is beneficial ownership structured for the MBAV-related Velos Acquisition I shares?

MI7 Sponsor directly holds the reported shares, while entities including CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP and Chinh Chu sit above it. Each disclaims beneficial ownership beyond their pecuniary interest in the securities held by the Sponsor.

Are the Velos Acquisition I shares in this MBAV filing considered Founder Shares?

Yes. The 4,279,275 Class A ordinary shares sold to investors are converted shares that the parties agreed to continue treating as Founder Shares, as described in the Securities Purchase Agreements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chu Chinh

(Last) (First) (Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Velos Acquisition I Corp. [ VLOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	07/20/2026		C(1)(2)		7,187,500	A	(3)	7,187,500	I(4)	By MI7 Sponsor, LLC
Class A Ordinary Shares	07/20/2026		J(1)(2)		4,279,275	D	$3.33(3)	2,908,225	I(4)	By MI7 Sponsor, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)(2)	07/20/2026		C			7,187,500	(1)(2)	(1)(2)	Class A Ordinary Shares(1)(2)	7,187,500	$0	0	I(4)	By MI7 Sponsor, LLC

1. Name and Address of Reporting Person^*

Chu Chinh

(Last) (First) (Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

1. Name and Address of Reporting Person^*

MI7 Sponsor, LLC

(Last) (First) (Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CC MI7 SPV, LLC

(Last) (First) (Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CC Capital Ventures, LLC

(Last) (First) (Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CC Capital SP, LP

(Last) (First) (Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CC Capital GP, LLC

(Last) (First) (Middle)

200 PARK AVENUE, 58TH FLOOR

(Street)

NEW YORK NEW YORK 10166

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to the Issuer's amended and restated memorandum and articles of association (the "Articles"), Class B ordinary shares of the Issuer, par value $0.0001 (the "Class B Ordinary Shares") shall automatically convert into Class A ordinary shares of the Issuer, par value $0.0001 ("Class A Ordinary Shares") on a one-for-one basis at any time and from time to time at the option of the holders therefor or at the time of the Issuer's initial business combination.

2. On June 12, 2026, the Issuer entered into Securities Purchase Agreements (the "SPAs") with the MI7 Sponsor, LLC (the "Sponsor"), ReserveOne, Inc., ReserveOne Holdings, Inc. and certain investors (the "Investors") named therein. Pursuant to the SPAs, upon the effectiveness of certain amendments to the Issuer's Articles, among other things, the Sponsor agreed to sell, and the Investors agreed to purchase an aggregate of 4,279,275 Class A Ordinary Shares issuable upon the conversion of the Sponsor's Class B Ordinary Shares, which pursuant to the SPAs, the Sponsor agreed to convert to Class A Ordinary Shares and which the parties have agreed to continue to treat as "Founder Shares" as described in the SPAs. On July 17, 2026, the Issuer's shareholders approved the necessary amendments to the Issuer's Articles. Accordingly, on July 20, 2026, the Sponsor converted all of its Class B Ordinary Shares to Class A Ordinary Shares and then sold such converted shares to the Investors.

3. Pursuant to the SPAs, the Investors purchased these converted Class A Ordinary Shares for a price per share equal to $3.33 resulting in aggregate gross proceeds to the Sponsor of $14,250,000.

4. Sponsor directly holds the shares reported herein. CC MI7 SPV, LLC ("CC MI7 SPV") is the sole member of Sponsor. CC Capital Ventures, LLC ("CC Capital Ventures") is the sole member of CC MI7 SPV, and CC Capital SP, LP ("CC Capital SP") is the sole member of CC Capital Ventures. CC Capital GP, LLC ("CC Capital GP") is the general partner of CC Capital SP, and Chinh Chu is the sole member of CC Capital GP. Each of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP and Chinh Chu disclaims beneficial ownership of the securities of the Issuer held directly by Sponsor except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP or Chinh Chu is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

	Chinh Chu /s/ Chinh Chu	07/22/2026
	MI7 Sponsor, LLC /s/ Chinh Chu, President and Senior Managing Director	07/22/2026
	CC MI7 SPV, LLC /s/ Chinh Chu, President and Senior Managing Director	07/22/2026
	CC Capital Ventures, LLC /s/ Chinh Chu, President and Senior Managing Director	07/22/2026
	CC Capital SP, LP /s/ Chinh Chu, Sole Member, CC Capital GP, LLC, its General Partner	07/22/2026
	CC Capital GP, LLC /s/ Chinh Chu, Sole Member	07/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)