On March 15, 2024, the M3-Brigade Sponsor V LLC (the “Original Sponsor”) originally purchased 7,187,500 Class B Ordinary Shares (such Ordinary Shares purchased by the Original Sponsor, the “Founder Shares”) from the Company for an aggregate price of $25,000, or approximately $0.004 per share, to cover certain of the Company’s offering costs in exchange for 7,187,500 Founder Shares. On August 2, 2024, the Company consummated its IPO of 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one Class A Ordinary Share and one half of one Public Warrant, with each whole Public Warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
Simultaneously with the closing of the IPO, the Company consummated the sale of 8,337,500 Private Placement Warrants to the Original Sponsor and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO, at a price of $1.00 per warrant, or $8,337,500. Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private Placement Warrants and Cantor purchased 3,293,750 Private Placement Warrants. Each whole Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment.
Following the closing of the IPO, on August 2, 2024, an amount of $288,937,500 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the Trust Account. This amount included $13,400,000 of the deferred underwriter’s discount. The funds held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
On May 23, 2025, the Original Sponsor entered into a securities purchase agreement to sell all Founder Shares and 5,043,750 Private Placement Warrants to the Sponsor for $6,467,500. The sale closed on May 27, 2025. Also on May 27, 2025, Cantor sold 3,293,750 Private Placement Warrants to the Sponsor for $10.
Chinh Chu, President of the Company and Founder and Senior Managing Director of CC Capital Partners, LLC (“CC Capital”) has an indirect interest in the Sponsor through his indirect controlling ownership interest in CC Capital and its affiliates.
As of July 17, 2026, we changed our company name from M3-Brigade Acquisition V Corp. to Velos Acquisition I Corp. Prior to our name change, we traded on the NASDAQ under the ticker MBAV.
The Company intends to leverage the extensive experience and network of the Company’s and CC Capital’s management teams to complete Velos’ initial business combination.