Velos Acquisition I Corp. is registering for resale up to 5,550,135 Class A ordinary shares; selling securityholders may not sell until the registration statement is effective, and Velos will receive no proceeds from their sales. The shares were acquired from Cantor Fitzgerald & Co. in privately negotiated transactions after Cantor acquired them in open-market transactions. Holders may sell publicly or privately at prevailing or negotiated prices.
Shareholders approved extending Velos’ deadline to complete an initial business combination to August 2, 2027, after the company mutually terminated its proposed combination with ReserveOne on June 12, 2026. At the July 17, 2026 meeting, holders redeemed 12,455,589 Class A shares for approximately $10.88 per share, leaving approximately $177,286,938 in the trust account. On July 20, 2026, MI7 Sponsor, LLC transferred 7,612,155 private placement warrants to shareholders who agreed not to redeem. Separate non-interest-bearing notes from MI7 Sponsor, LLC had balances of $2,500,000 and $1,100,000 as of June 30, 2026, payable upon a business combination; Velos borrowed another $3,500,000 on July 21, 2026, for existing liabilities and general working capital.
Velos Acquisition I Corp. (VLOS) has filed a Form S-1 to register the resale of up to 5,550,135 Class A ordinary shares held by selling securityholders under existing registration rights. This is a secondary offering; Velos will not receive any cash proceeds from these sales, though it will bear certain registration expenses.
Velos is a Cayman Islands blank check company formed in 2024, which raised $287.5 million in its IPO of 28,750,000 units and initially placed $288,937,500 into a trust account. After redemptions of 12,455,589 Class A shares at $10.88 per share in July 2026, about $177,286,938 remained in the trust and 23,481,911 Class A shares were outstanding.
The company extended its deadline to complete a business combination to August 2, 2027, supported by securities purchase, voting and non-redemption agreements that shifted 4,279,275 founder-related shares to new investors and up to 8.0 million Private Placement Warrants to non-redeeming holders. Sponsor loans include a $2.5 million June 2025 note, a $2.0 million February 2026 note (of which $1.1 million is drawn), and a $4.0 million July 2026 note (with $3.5 million drawn). VLOS units, shares and warrants trade on Nasdaq, and the Class A share closed at $10.73 on August 25, 2026.
Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein report beneficial ownership of Velos Acquisition I Corp. Class A ordinary shares. They report 1,585,000 shares with shared voting and dispositive power, representing 5.51% of the class based on 28,750,000 shares outstanding as of March 12, 2026. The shares are held for funds and accounts advised by Saba Capital, which have the right to receive dividends and sale proceeds, and the reporting persons have entered into a Joint Filing Agreement.
Velos Acquisition I Corp., a Cayman Islands SPAC, reported Q2 2026 net income of $1.67 million and six‑month net income of $3.38 million, primarily from $5.44 million of interest on the $312.3 million held in its U.S. Treasury‑invested Trust Account. General and administrative costs were $1.07 million for the quarter and $2.05 million year‑to‑date.
As of June 30 2026, Velos had $142,798 of cash outside the Trust, a working capital deficit of $8.05 million, and 28,750,000 Class A ordinary shares classified as redeemable at about $10.86 per share. Management disclosed that limited liquidity and the mandatory liquidation date raise substantial doubt about its ability to continue as a going concern.
During the quarter, Velos and ReserveOne mutually terminated their Business Combination Agreement, as well as related $500 million Equity PIPE and $250 million Convertible Notes PIPE commitments. New June 2026 agreements provide for sponsor conversion and sale of 4,279,275 founder shares at $3.33 per share and transfer of up to 8 million private placement warrants to investors supporting non‑redemption and charter amendments that later extended the completion window.
AQR Capital Management, LLC, together with AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC, reports beneficial ownership of 1,800,000 Class A ordinary shares of Velos Acquisition I Corp. f/k/a M3-Brigade Acquisition V Corp. This position represents 6.26% of the outstanding Class A ordinary shares.
The AQR entities report shared voting and dispositive power over 1,800,000 shares and no sole voting or dispositive power. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.