Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Velos Acquisition I Corp. (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G63212107 (CUSIP Number) |
Chinh E. Chu 200 Park Avenue, 58th Floor New York, NY, 10166 212-355-5515 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/20/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G63212107 |
| 1 |
Name of reporting person
CC Capital GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,908,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | G63212107 |
| 1 |
Name of reporting person
Chinh E. Chu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,908,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | G63212107 |
| 1 |
Name of reporting person
CC Capital SP, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,908,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | G63212107 |
| 1 |
Name of reporting person
CC Capital Ventures, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,908,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | G63212107 |
| 1 |
Name of reporting person
CC MI7 SPV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,908,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | G63212107 |
| 1 |
Name of reporting person
MI7 Sponsor, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,908,225.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.39 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Velos Acquisition I Corp. | |
| (c) |
Address of Issuer's Principal Executive Offices:
200 Park Avenue, 58th Floor, New York,
NEW YORK
, 10166. | |
Item 1 Comment:
This Amendment No. 4 amends and supplements the information set forth in the Schedule 13D, dated June 16, 2026, filed by CC Capital GP, LLC ("CC Capital GP"), Chinh E. Chu ("Mr. Chu"), CC Capital SP, LP ("CC Capital SP"), CC Capital Ventures, LLC ("CC Capital Ventures"), CC MI7 SPV, LLC ("CC MI7 SPV"), and MI7 Sponsor, LLC (the "Sponsor," and together with CC Capital GP, Mr. Chu, CC Capital SP, CC Capital Ventures, and CC MI7 SPV, the "Reporting Persons") with the United States Securities and Exchange Commission (the "SEC"), as amended by Amendment No. 1 dated June 18, 2025, Amendment No. 2 dated July 9, 2025, and Amendment No. 3 dated June 16, 2026 (the "Schedule 13D"), relating to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Velos Acquisition I Corp. (formerly, M3-Brigade Acquisition V Corp., the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended, supplemented, and superseded, as the case may be, to add the following: The Information in Item 6 of the Schedule 13D is incorporated herein by reference. On July 20, 2026, following redemptions made by shareholders in connection with the Issuer July 17, 2026, Meeting, the Sponsor converted all 7,187,500 of its Class B Ordinary Shares into Class A Ordinary Shares, that are to be treated as Founder Shares; i.e., that are not "Public Shares" as defined in the Issuer's Articles (such shares, as converted, the "Converted Shares"). Of these Converted Shares, a total of 4,279,275 Converted Shares were sold to certain investors pursuant to separate Securities Purchase Agreements by and among each Investor thereto and the Sponsor, ReserveOne, Inc., ReserveOne Holdings Inc. dated as of June 12, 2026. On July 21, 2026, the Issuer issued a promissory note (the "July 2026 Note") to the Sponsor pursuant to which the Issuer can borrow up to an aggregate principal amount of $4,000,000 from the Sponsor. On July 21, 2026, the Issuer borrowed $3,500,000 under the July 2026 Note. The proceeds of the July 2026 Note will be used to pay off existing liabilities as of July 20, 2026, and for general working capital. The July 2026 Note bears no interest and is payable in full upon the consummation of the Company's initial business combination (the "Maturity Date"). A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the July 2026 Note may be accelerated. If the Company does not consummate an initial business combination, the July 2026 Note will be repaid solely to the extent the Company has funds available outside the Trust Account. The foregoing description of the July 2026 Note does not purport to be complete and is qualified in its entirety by reference to the full text of the July 2026 Note, which is filed as Exhibit 99.1 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows: As of the filing of this Amendment No. 4, each of the Reporting Persons may be deemed to beneficially own 2,908,225 shares of Class A Ordinary Shares, which represents 12.39% of the Issuer's outstanding Ordinary Shares. The percentages used in the Schedule 13D are based upon 23,481,911 Class A Ordinary Shares outstanding, as of the close of business on July 20, 2026, as reported in the Issuer's Current Report on Form 8-K filed July 21, 2026. The Class A Ordinary Shares reported herein are directly held and beneficially owned by the Sponsor. Each of Mr. Chu, CC Capital GP, CC Capital SP, CC Capital Ventures, and CC MI7 SPV may be deemed to beneficially own the Class A Ordinary Shares directly held by the Sponsor due to their relationships with the Sponsor as described in Item 2(a) of the Schedule 13D. Such information regarding the relationships among the Reporting Persons in Item 2(a) is incorporated herein by reference. | |
| (b) | Items 7 through 10 of the cover pages of the Schedule 13D for each of the Reporting Persons are incorporated herein by reference. | |
| (c) | Item 4 is incorporated herein by reference. Except as set forth in Item 4, none of the Reporting Persons has effected any transactions in the Class A Ordinary Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of the Schedule 13D is hereby incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Promissory Note, dated July 20, 2026, incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed July 21, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|