SEC Form 4 · accession 0001213900-26-080486
Velos Acquisition I Corp. · VLOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Chinh Chu
Officer — President · 10% Owner
CC Capital GP, LLC
10% Owner
CC Capital SP, LP
10% Owner
CC Capital Ventures, LLC
10% Owner
CC MI7 SPV, LLC
10% Owner
MI7 Sponsor, LLC
10% Owner
Period of report
Jul 20, 2026
Accepted (ET)
Jul 22, 2026 · 5:40 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002016072
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF3,F4 | Jul 20, 2026 | C | 7,187,500 | — | A | 7,187,500 | I | By MI7 Sponsor, LLC |
| Class A Ordinary SharesF3,F4 | Jul 20, 2026 | J | 4,279,275 | $3.33 | D | 2,908,225 | I | By MI7 Sponsor, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Ordinary SharesF4,F1,F2 | — | Jul 20, 2026 | C | 7,187,500 | D | — | — | Class A Ordinary Shares | 7,187,500 | 0 | I |
Explanation of responses
- F1Pursuant to the Issuer's amended and restated memorandum and articles of association (the "Articles"), Class B ordinary shares of the Issuer, par value $0.0001 (the "Class B Ordinary Shares") shall automatically convert into Class A ordinary shares of the Issuer, par value $0.0001 ("Class A Ordinary Shares") on a one-for-one basis at any time and from time to time at the option of the holders therefor or at the time of the Issuer's initial business combination.
- F2On June 12, 2026, the Issuer entered into Securities Purchase Agreements (the "SPAs") with the MI7 Sponsor, LLC (the "Sponsor"), ReserveOne, Inc., ReserveOne Holdings, Inc. and certain investors (the "Investors") named therein. Pursuant to the SPAs, upon the effectiveness of certain amendments to the Issuer's Articles, among other things, the Sponsor agreed to sell, and the Investors agreed to purchase an aggregate of 4,279,275 Class A Ordinary Shares issuable upon the conversion of the Sponsor's Class B Ordinary Shares, which pursuant to the SPAs, the Sponsor agreed to convert to Class A Ordinary Shares and which the parties have agreed to continue to treat as "Founder Shares" as described in the SPAs. On July 17, 2026, the Issuer's shareholders approved the necessary amendments to the Issuer's Articles. Accordingly, on July 20, 2026, the Sponsor converted all of its Class B Ordinary Shares to Class A Ordinary Shares and then sold such converted shares to the Investors.
- F3Pursuant to the SPAs, the Investors purchased these converted Class A Ordinary Shares for a price per share equal to $3.33 resulting in aggregate gross proceeds to the Sponsor of $14,250,000.
- F4Sponsor directly holds the shares reported herein. CC MI7 SPV, LLC ("CC MI7 SPV") is the sole member of Sponsor. CC Capital Ventures, LLC ("CC Capital Ventures") is the sole member of CC MI7 SPV, and CC Capital SP, LP ("CC Capital SP") is the sole member of CC Capital Ventures. CC Capital GP, LLC ("CC Capital GP") is the general partner of CC Capital SP, and Chinh Chu is the sole member of CC Capital GP. Each of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP and Chinh Chu disclaims beneficial ownership of the securities of the Issuer held directly by Sponsor except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of CC MI7 SPV, CC Capital Ventures, CC Capital SP, CC Capital GP or Chinh Chu is the beneficial owner of such securities for purposes of Section 16 or any other purpose.