Velos Acquisition I Corp. filed Amendment No. 2 to its Form S-1 registration statement with the SEC on October 30, 2026, covering the resale of up to 5,550,135 Class A ordinary shares by selling securityholders.

Key Highlights

  • Shares registered: Up to 5,550,135 Class A ordinary shares, par value $0.0001 per share, are covered by this resale prospectus.
  • Source of shares: The shares were acquired by the selling securityholders from Cantor Fitzgerald & Co. on or around March 24, 2026 in privately negotiated transactions; Cantor had originally acquired them in open market transactions.
  • No issuer proceeds: According to the filing, Velos Acquisition I Corp. will not receive any proceeds from the sale of the registered shares by the selling securityholders.
  • Business combination deadline: The company disclosed it has until August 2, 2027 (subject to shareholder-approved extensions) to complete its initial business combination, after which it would be required to wind up and redeem public shares.
  • Founder shares: The filing states the Original Sponsor paid a nominal aggregate purchase price of $25,000, or approximately $0.004 per share, for 7,187,500 founder shares.
  • Private Placement Warrants: At the IPO closing on August 2, 2024, 8,337,500 Private Placement Warrants were sold at $1.00 per warrant, totaling $8,337,500; the Original Sponsor purchased 5,043,750 of those warrants.
  • Company status: The registrant is classified as a non-accelerated filer, smaller reporting company, and emerging growth company incorporated in the Cayman Islands.

Velos Acquisition I Corp. Seeks to Register Resale Shares Acquired from Cantor Fitzgerald

Velos Acquisition I Corp. (formerly M3-Brigade Acquisition V Corp.), a Cayman Islands exempted company, filed Amendment No. 2 to its Form S-1 registration statement on October 30, 2026, under Registration No. 333-298580. The filing relates to the resale by named selling securityholders of up to 5,550,135 Class A ordinary shares that were acquired from Cantor Fitzgerald & Co. on or around March 24, 2026 through privately negotiated transactions. The company disclosed that it will not receive any proceeds from these resales.

According to the filing, the registered shares are described as "Registrable Securities," and the selling securityholders, as public shareholders, will be offered the opportunity to redeem all or a portion of their Class A ordinary shares in connection with the consummation of any initial business combination. Redemption would be at a per-share cash price equal to the aggregate amount on deposit in the company's Trust Account as of two business days prior to the business combination closing, including interest earned, less taxes payable, divided by the number of then-outstanding public shares. The filing also notes that any public shareholder, together with affiliates or persons acting in concert, would be restricted from redeeming more than an aggregate of 15% of shares sold in the IPO without prior company consent, in cases where shareholder approval is sought and tender offer rules are not used.

The filing discloses that the company must complete its initial business combination by August 2, 2027, subject to shareholder-approved extensions. If the combination is not completed within that window, the company disclosed it "will cease all operations except for the purpose of winding up" and will redeem public shares at a cash price derived from the Trust Account balance, including interest earned and not previously released (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares. The company noted there are no limitations on the number of times it may seek shareholder approval for an extension.

What Was Disclosed

Velos Acquisition I Corp. filed Amendment No. 2 to Form S-1 on October 30, 2026, registering up to 5,550,135 Class A ordinary shares for resale by selling securityholders who acquired them from Cantor Fitzgerald & Co. in March 2026. The company will receive no proceeds from these sales.