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Get filing alertsVelos Acquisition extends merger deadline to Aug 2027, borrows $3.5M from sponsor
Filed July 21, 2026 · Period ending July 17, 2026 · ~1 min read
Key Changes
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SPAC borrowed $3.5M from sponsor MI7 under non-interest note (up to $4M facility) to pay existing liabilities and working capital; repayable only at business combination close or from non-trust funds.
Item 5.07 verify on EDGAR → -
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Shareholders approved 12-month extension of merger deadline to Aug 2, 2027 (90.6% support); 12.5M shares redeemed at $10.88, leaving $177.3M in trust and 23.5M shares outstanding.
Item 5.03 verify on EDGAR → -
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Trust agreement amended to allow withdrawal of up to $0.10 per remaining public share from trust interest: $1M for ordinary expenses, excess for accrued liabilities (88.6% support).
Item 1.01 verify on EDGAR → -
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Company renamed from M3-Brigade Acquisition V to Velos Acquisition I, sponsor redefined as MI7 Sponsor; ticker changes to VLOS/VLOSU/VLOSW effective July 23 (91.0% support).
Item 5.03 verify on EDGAR → -
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Sponsor converted 7.2M Class B shares to Class A, sold 4.3M shares to investors, and transferred 7.6M private placement warrants in exchange for voting support and non-redemption commitments.
Item 8.01 verify on EDGAR →
Summary
Velos Acquisition I Corp. (formerly M3-Brigade Acquisition V) extended its merger deadline by 12 months to August 2, 2027, giving the SPAC more time to complete a business combination. Shareholders approved the extension with 90.6% support, though 43% of public shares (12.5 million) were redeemed at $10.88 per share, reducing trust cash to $177.3 million.
To fund operations during the extended search period, the company borrowed $3.5 million from its sponsor MI7 under a non-interest note, with proceeds earmarked for existing liabilities and working capital. The trust agreement was also amended to allow withdrawal of up to $0.10 per remaining public share from trust interest—$1 million for ordinary expenses and any excess for accrued liabilities.
The sponsor restructured its position: it converted all 7.2 million Class B shares to Class A shares, sold 4.3 million shares to investors, and transferred 7.6 million private placement warrants in exchange for voting support and non-redemption commitments. Shareholders also approved removing the fairness opinion requirement from the company's articles (88.8% support) and changing the company name to Velos Acquisition I Corp., with new ticker symbols VLOS/VLOSU/VLOSW effective July 23. The extension and capital arrangements provide runway to pursue a target, though the 43% redemption rate and sponsor loan signal the SPAC is managing liquidity carefully as it approaches the two-year mark since its July 2024 IPO.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Issuance of Promissory Note,” is incorporated by reference
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 17, 2026, Velos Acquisition I Corp., formerly M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), held an Extraordinary General Meeting of shareholders (the “Meeting”).
The company held an extraordinary general meeting on July 17, 2026 where shareholders voted on the trust agreement amendment and related proposals. Both the Trust Agreement Amendment and Trust Interest Withdrawal Amendment were approved and became immediately effective.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The proceeds of the Note will be used to pay off existing liabilities as of July 20, 2026, and for general working capital.
The $3.5 million borrowed will be used to pay off existing liabilities as of July 20, 2026, and for general working capital needs.
Added in current filing · verify on EDGAR →
Item 5.07 – Submission of Matters to a Vote of Security Holders – Proposal 2 – The Trust Interest Withdrawal Proposal
Shareholders voted on a trust interest withdrawal proposal and a trust agreement amendment. The filing references these matters but does not disclose vote results in the excerpted text.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
SPAC extended merger deadline to Aug 2027, withdrew trust interest, changed name to Velos Acquisition I Corp., and removed fairness opinion requirement.
Added in current filing · verify on EDGAR →
an amendment to the Articles, to extend the date by which the Company must consummate an initial business combination by 12 months (the “Extension”), to August 2, 2027, or such earlier date as may be determined by the board of directors of the Company in its sole discretion
Shareholders approved extending the deadline for completing a merger or acquisition by 12 months to August 2, 2027. This gives the SPAC more time to find and close a business combination. The proposal passed with 90.6% support (29,014,267 for vs 3,012,685 against).
Added in current filing · verify on EDGAR →
to permit the Company, following the effective date of the Trust Interest Withdrawal Amendment and redemption of Public Shares in connection with the approval of the Extension Amendment, to withdraw up to an aggregate amount of interest earned on the funds held in the Trust Account equal to $0.10 for each outstanding Class A Ordinary Share held by a Public Shareholder that is not redeemed and remains outstanding immediately following the effective date of the Trust Withdrawal Amendment, of which (a) $1,000,000 will be used to pay certain ordinary course expenses of the Company and (b) any amounts in excess of such $1,000,000 will be used to pay accrued liabilities
The company can now withdraw trust account interest at $0.10 per remaining public share: $1 million for ordinary expenses and any excess for accrued liabilities. This provides operating capital while the SPAC searches for a target. The proposal passed with 88.6% support (28,362,114 for vs 3,664,838 against).
Added in current filing · verify on EDGAR →
(i) a change of name of the Company from M3-Brigade Acquisition V Corp. to Velos Acquisition I Corp., and (ii) an amendment to the Company’s Articles to effect the change of the Company’s legal name to Velos Acquisition I Corp. and to change the definition of the term “Sponsor” to mean MI7 Sponsor, LLC
The company changed its name from M3-Brigade Acquisition V Corp. to Velos Acquisition I Corp. and redefined its sponsor as MI7 Sponsor, LLC. This reflects a change in the SPAC's sponsorship structure. The proposal passed with 91.0% support (29,146,657 for vs 2,880,295 against).
Added in current filing · verify on EDGAR →
shareholders holding an aggregate of 12,455,589 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.88 per share from the funds held in the Company’s Trust Account, leaving approximately $177,286,938 in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, the Company had an aggregate of 23,481,911 Ordinary Shares outstanding, of which 16,294,411 were Class A Ordinary Shares and 7,187,500 were Class B Ordinary Shares. Following the redemptions in connection with the Meeting, on July 20, 2026 the Sponsor converted 7,187,500 of its Class B Ordinary Shares into Class A Ordinary Shares
Shareholders redeemed 12,455,589 Class A shares at $10.88 per share, reducing trust cash to approximately $177.3 million. The sponsor then converted all 7,187,500 Class B shares to Class A shares, leaving 23,481,911 Class A shares outstanding with no Class B shares remaining. The redemption rate was 43.3% of the original 28,750,000 Class A shares.
Added in current filing · verify on EDGAR →
an amendment to the Company’s Articles to remove the second sentence of Article 49.12 (fairness opinion requirement) from the Articles in its entirety
Shareholders approved removing the requirement for a fairness opinion from the company's articles. This eliminates a procedural requirement that would have applied to business combination transactions. The proposal passed with 88.8% support (28,440,173 for vs 3,586,779 against).
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The trading symbol for the Company’s Class A Ordinary Shares, Units, and Warrants, respectively, will change from MBAV, MBAVU, and MBAVW to VLOS, VLOSU, and VLOSW, respectively. The CUSIP and ISIN for each of the Class A Ordinary Shares, Units, and Warrants will remain the same. The marketplace effective date of trading under the new symbols is anticipated to be July 23, 2026.
Following shareholder approval of a name change, the company is changing its Nasdaq trading symbols from MBAV/MBAVU/MBAVW to VLOS/VLOSU/VLOSW effective July 23, 2026. The CUSIP and ISIN identifiers remain unchanged, so existing positions will automatically reflect the new symbols.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 22, 2026 · How we verify