Velos Acquisition I Corp

1. 1

   The Extension Proposal

   ManagementBoard: FOR

   Approve a special-resolution amendment to the Articles to extend the deadline to consummate an initial business combination by 12 months (to August 2, 2027, or an earlier date at the Board’s discretion) and related conforming amendments.

   More detail

   This proposal asks shareholders to approve a special-resolution amendment to the Company’s Articles that extends the deadline to consummate an initial business combination by 12 months (to 36 months following the IPO, i.e., August 2, 2027) or to such earlier date as the Board may set. Management frames the extension as necessary after the mutual termination of the ReserveOne transaction and to give the Company additional time and flexibility to identify and close a suitable target. The amendment also revises redemption mechanics and clarifies that shareholders will be provided redemption rights in the event of material amendments to the Articles altering redemption timing or other material pre-combination rights. The Board argues the extension is in shareholders’ interests because it preserves the opportunity to participate in a combined company instead of forcing liquidation if a suitable transaction cannot be completed by the current deadline. The proposal retains Board discretion to set an earlier completion date and preserves statutory protections (Cayman law) for creditor claims on liquidation. The filing discloses that the Sponsor and certain investors have voting and non-redemption agreements that, together with the Sponsor’s holdings, represent approximately 74% of votes—meaning the amendment is likely to pass if those parties vote as expected, which raises governance considerations for unaffiliated public holders. The proposal therefore shifts economic exposure by potentially delaying liquidation and also affects the timing and amount of any future redemptions (since redemptions can reduce trust-account cash available for a later combination). The Board recommends the change because it believes the extension, in combination with the other proposed amendments, increases the likelihood of completing a business combination without immediate liquidation, but shareholders should weigh dilution of liquidation certainty and conflicts of interest arising from sponsor and voting agreements.

2. 2

   The Trust Interest Withdrawal Proposal

   ManagementBoard: FOR

   Approve a special-resolution amendment to the Articles to permit withdrawal, after redemption in connection with the Extension, of interest from the Trust Account equal to $0.10 per outstanding Class A share not redeemed (with $1,000,000 for ordinary course working capital expenses and excess to pay accrued liabilities), and clarifying that such withdrawal reduces trust-account redemption amounts.

   More detail

   This proposal asks shareholders to approve a targeted amendment to the Articles permitting the Company, after redemption tied to the Extension, to withdraw interest accrued in the trust account equal to $0.10 per outstanding public share that is not redeemed. The amendment carves out $1,000,000 specifically for ordinary-course working capital (legal, accounting, printing, insurance, trustee and transfer-agent services) and authorizes remaining withdrawn interest to be applied to accrued liabilities as of the amendment date. Management presents the change as a response to significant expenses incurred around the terminated ReserveOne transaction and ongoing costs associated with sourcing and diligencing a new business-combination target; without additional working capital, the Company may be hampered in completing a transaction. The amendment explicitly states that any withdrawal reduces the trust-account balance available for future redemptions and liquidations, thereby shifting some cost of continuing operations onto public holders who do not redeem. The Board recommends the proposal on grounds that modest withdrawal enhances the Company’s operational runway and makes the Company more attractive to potential targets by reducing closing liabilities; however, it raises trade-offs for public shareholders between providing funding to pursue a transaction and reducing the liquidation value of their shares. Given the Sponsor and voting agreements supporting the amendments, independent shareholders should evaluate whether the benefit of continued pursuit of a combination outweighs the immediate reduction in trust-account assets and whether governance protections are sufficient around the use of withdrawn funds. The proposal is conditioned on approval of the Extension Proposal and the Trust Agreement amendment; its implementation therefore depends on multiple coordinated votes.

3. 3

   The Name Change Proposal

   ManagementBoard: FOR

   Approve a special-resolution amendment to change the Company’s name from M3-Brigade Acquisition V Corp. to Velos Acquisition I Corp. and to amend the Articles accordingly (including changing the definition of Sponsor to MI7 Sponsor, LLC).

   More detail

   This management proposal seeks shareholder approval to change the corporate name to Velos Acquisition I Corp. and to effect conforming amendments to the Articles (including updating the Sponsor definition to MI7 Sponsor, LLC). The change is presented as a non-substantive corporate rebranding tied to the Company’s altered strategic direction following the termination of the ReserveOne transaction; it does not itself alter economic rights or governance beyond the Sponsor naming. Management recommends the change to signal the new strategy and to reflect the Sponsor/organizational changes resulting from the Alternative Investment Agreements and related transactions. While superficially minor, a name change can indicate a change in investor positioning and may accompany deeper governance or sponsorship shifts described elsewhere in the proxy (including securities purchase agreements and potential sponsor-led issuances). The amendment will be effective upon filing in the Cayman Islands and will not require holders to exchange share certificates. The board recommends approval and notes it is a condition to the suite of Amendments contemplated by management’s renegotiated arrangements; shareholders should consider this procedural change in the context of the broader package that materially affects redemption rights and trust-account assets. Economically, the name change alone does not alter trust-account balances or redemption mechanics, but it is tied to transactions that do, so the vote should be considered within that package.

4. 4

   The Fairness Opinion Proposal

   ManagementBoard: FOR

   Approve a special-resolution amendment to delete Article 49.12 (the fairness-opinion requirement) from the Articles, eliminating the mandatory requirement to obtain an independent fairness opinion for certain affiliated transactions.

   More detail

   This proposal would remove the Articles’ existing affirmative requirement to obtain a fairness opinion from an independent FINRA-member investment bank or an independent accounting firm in certain affiliated transactions, and replace Article 49.12 with language stating only that the Company may enter into a business combination with an affiliate. Management frames the change as a means to increase Board flexibility—allowing it to weigh the benefits and costs of obtaining a fairness opinion depending on transaction size, industry practice, sponsor interest, and cost. The Board argues that mandatory fairness opinions can be costly and may not be customary for smaller or market-volatile targets, and removal permits a case-by-case decision. However, eliminating the mandatory opinion reduces independent third-party valuation scrutiny and places greater reliance on the Board’s judgment and advisers, which may raise conflicts-of-interest concerns where sponsor or insiders have material interests. The change could increase litigation risk and raise governance questions in affiliated transactions, because shareholders lose a formal safeguard typically used to demonstrate financial fairness. The Board’s recommendation highlights cost and flexibility considerations, but shareholders should weigh the trade-off between transaction efficiency and the loss of an independent valuation safeguard when evaluating the company’s future affiliated deals. Given the Sponsor’s economic incentives and voting support arrangements disclosed elsewhere, the governance impact is material and merits scrutiny.

5. 5

   The Trust Agreement Amendment Proposal

   ManagementBoard: FOR

   Approve an ordinary-resolution amendment to the Investment Management Trust Agreement to permit the Trustee to withdraw, at the Company’s written request following the Trust Interest Withdrawal Amendment, up to $0.10 per outstanding Class A share of accrued trust interest (with $1,000,000 for working capital and excess for accrued liabilities).

   More detail

   This management proposal requests shareholder approval of a companion amendment to the Trust Agreement so the trustee (Continental) may effectuate the interest withdrawals authorized by the proposed Articles amendment. The Trust Agreement amendments modify multiple trust provisions to add a defined mechanism (an Extension Withdrawal Instruction) and limit permitted withdrawals to the specified categories: up to $0.10 per outstanding public share (with $1,000,000 for ordinary-course working capital and the remainder for accrued liabilities as of the amendment date). Implementation is conditioned on shareholder approval of the related Articles amendment; both changes are necessary for the Company to actually access trust interest. Management argues the amendment is necessary to cover post-termination expenses and to preserve the Company’s ability to pursue a combination by providing immediate working capital. From a shareholder perspective, the trust amendment makes the economic consequence concrete: the trust balance used to back redemptions and liquidation will be reduced by any permitted withdrawal, diminishing the cash available to non-redeeming public holders. The Board recommends the change as prudentially needed to continue operations and improve prospects for completing a transaction, but independent shareholders should consider whether alternative funding (sponsor loans or private placements) would be preferable to reducing trust-account protections. The trust amendment, combined with voting and non-redemption agreements described elsewhere, materially changes the finance and incentive dynamics around any future business combination.

6. 6

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve an ordinary resolution authorizing the Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies if there are insufficient votes to approve the Amendment Proposals or additional time is needed to implement the Extension or Amendments.

   More detail

   The adjournment proposal seeks shareholder authorization to allow the Board to postpone the Meeting to a later date(s) to permit additional solicitation if there are not enough votes to approve the Amendment Proposals or if more time is needed to effectuate them. It is a routine procedural request that preserves the Board’s ability to continue solicitations and avoid a single-shot failure of the broader package. Management recommends the vote because without adjournment authority the Board could be unable to adjourn and obtain the additional shareholder approvals necessary to implement the coordinated Amendment package. The proposal is conditioned to be presented only if necessary (i.e., if there are insufficient votes or the Board determines additional time is required). From a governance viewpoint, adjournment can be used legitimately to finalize complex transactions but also could be used to extend solicitation pressure on public holders; shareholders should be aware of the context—particularly the Sponsor and voting/ non-redemption agreements covering approximately 74% of votes. Approval of adjournment does not change substantive rights but facilitates implementation of the other amendments if initial vote tallies fall short. The Board recommends approval to preserve flexibility and avoid immediate liquidation if timing or votes are deficient.

Upcoming shareholder meetings at Velos Acquisition I Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Velos Acquisition I Corp 2026 special meeting?

Velos Acquisition I Corp (VLOS) holds its 2026 special shareholder meeting on Friday, July 17, 2026.

What is the record date for the Velos Acquisition I Corp 2026 meeting?

The record date for the Velos Acquisition I Corp 2026 meeting is Thursday, June 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Velos Acquisition I Corp's 2026 meeting?

The board is presenting 7 director nominees at the Velos Acquisition I Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Velos Acquisition I Corp 2026 meeting?

Shareholders will vote on 6 proposals at the Velos Acquisition I Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.