{"url_path":"/sec/mbav/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2016072/0001213900-26-056860-index.html","accession_number":"0001213900-26-056860","cik":"0002016072","ticker":"MBAV","issuer_name":"Velos Acquisition I Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2016072/0001213900-26-056860-index.html","primary_entity_key":"0002016072","primary_entity_name":"M3-Brigade Acquisition V Corp."},"word_count":467,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\n \n\nThere were no sales of unregistered securities\nduring the quarterly period covered by this Quarterly Report. However, simultaneously with the closing of the Initial Public Offering\nand pursuant to the Private Placement Units Purchase Agreement, we completed the sale of 8,337,500 Private Placement Warrants to the\nOriginal Sponsor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us\nof $8,337,500. The Private Placement Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise\ndisclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance\nof the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities\nAct. On May 27, 2025, the Original Sponsor and Cantor Fitzgerald & Co. sold their Private Placement Warrants to the Sponsor.\n\n \n\nOn June 16, 2025, the Company issued the Note\nto the Sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $2,500,000 from the Sponsor. Upon consummation\nof a Business Combination, Sponsor shall have the option, but not the obligation, to convert up to $1,500,000 of the outstanding unpaid\nprincipal balance under this Note, into Private Placement Warrants at the purchase price of $1.00 per Private Placement Warrant, each\nsuch Private Placement Warrant exercisable to purchase one Class A ordinary share of the Company at $11.50 per share, subject to adjustment.\nThe Note bears no interest and is payable in full on the Maturity Date. A failure to pay the principal on the Maturity Date shall be\ndeemed an event of default, in which case the Note may be accelerated. If the Company does not consummate an initial business combination,\nthe Note will be repaid solely to the extent the Company has funds available outside its trust account established in connection with\nthe Company’s initial public offering. On June 18, 2025, and September 19, 2025, the Company borrowed $500,000 and $1,500,000,\nrespectively, under the Note. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2)\nof the Securities Act.\n\n \n\nUse of Proceeds\n\n \n\nFor a description of the use of the proceeds\ngenerated in our Initial Public Offering, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September\n30, 2024, as filed with the SEC on November 13, 2024. There has been no material change in the planned use of proceeds from our Initial\nPublic Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account\nmay change from time to time.\n\n \n\nPurchases of Equity Securities by the Issuer and Affiliated Purchasers\n\n \n\nNone."}