Velos Acquisition I resubmits S-1/A filing

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ea0306898-s1a1_velos1.htm

ea0310064-s1a2_velos1.htm

AMENDMENT NO. 1 2 TO FORM S-1

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Commission on September 29, 2026.

Commission on October 30, 2026.

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Registrable Securities, as our public shareholders, will be provided with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares covered by this prospectus in connection with consummation of our initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company s trust account (the Trust Account ) as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering)

Exchange Act ), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering)

for or against our initial business combination. See the section of this prospectus titled Description of Securities Ordinary

Securities Ordinary Shares for more information about the redemption rights of the public shareholders.

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(as defined hereunder) paid a nominal aggregate purchase price of $25,000, for the founder shares, or approximately $0.004 per share, for 7,187,500 founder shares.

Simultaneously with the closing of our IPO on August 2, 2024, we consummated the sale of 8,337,500 Private Placement Warrants (as defined hereunder) to the Original Sponsor and 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. On May 27, 2025, MI7 Sponsor, LLC, our Sponsor, acquired from the Original Sponsor all 7,187,500 founder shares and 5,043,750 Private Placement Warrants for an aggregate purchase price of $6,467,500, and acquired from

Cantor 3,293,750 Private Placement Warrants for an aggregate purchase price of $10. The Original Sponsor no longer holds any founder shares or Private Placement Warrants. On July 20, 2026, our Sponsor converted all 7,187,500 founder shares into Class A ordinary shares (the Converted Shares ), sold an aggregate of 4,279,275 Converted Shares to the SPA Investors (as defined hereunder) at a price of $3.33 per share for aggregate gross proceeds to our Sponsor of $14,250,000, and transferred an aggregate of 7,612,155 Private

Placement Warrants to the Voting and Non-Redemption Shareholders (as defined hereunder). Our Sponsor currently holds 2,908,225 Converted

Shares and 725,345 Private Placement Warrants. In addition, our Sponsor has made working capital loans to us under (i) the June 2025

Note (as defined hereunder), under which we have borrowed $2,500,000, up to $1,500,000 of which may be converted at the option of our

Sponsor into private placement warrants of the post-business combination entity at a price of $1.00 per warrant, (ii) the February 2026

Note (as defined hereunder), under which we may borrow up to $2,000,000 (of which $1,100,000 was outstanding as of June 30, 2026), and (iii) the July 2026 Note (as defined hereunder), under which we may borrow up to $4,000,000 (of which we borrowed $3,500,000 on July

21, 2026), and our Sponsor, executive officers and directors and their affiliates will be reimbursed for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

Because our Original

Further, MI7 Sponsor LLC, and our Sponsor has paid less for the founder shares than what public shareholders have paid for the public shares and, therefore, , our Sponsor is likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary Shares issued upon conversion of the founder shares (the Converted Shares ) even if the trading price of our Class A ordinary shares declines after we complete our initial business combination. The low price that our Original Sponsor, Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.

Sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private warrants will expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

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Risk Factors Risks Relating to our Securities The nominal purchase price paid by our Original

The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. See the sections titled Summary Sponsor, , Management - Conflicts of Interest, , and Risk Factors Risks Relating to our Securities The nominal purchase price paid by our Original

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Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our Sponsor and its affiliates on the one hand, and purchasers in this offering on the other. As a result of their indirect interest in the founder shares and economic interests through membership interests in our Sponsor, our management team may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. As a result, there may be actual or potential material conflicts of interest between our Sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the sections titled Summary Sponsor , and Risk Factors Risks

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Market ( Nasdaq ) under the symbols VLOSU , VLOS and VLOSW respectively. On September

The sale of the Registrable

sale of the Registrable Securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Our Units, Class A ordinary shares and Public Warrants (as defined below) are currently listed on the Nasdaq Global

Units, Class A ordinary shares and Public Warrants (as defined below) are currently listed on the Nasdaq Global Market ( Nasdaq )

25, under the symbols VLOSU , VLOS and VLOSW respectively. On October 29, 2026, the closing price of our Class A ordinary shares on Nasdaq was $10.68. $10.73.

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* In connection with

the July 2026 Meeting (as defined below), shareholders holding an aggregate of 12,455,589

Class A ordinary shares, representing approximately 43% of the then outstanding public shares, exercised their right to redeem their shares from the funds held in the Company s Trust

Account. Based on (i) the actual redemption rate of 43% at the July 2026 Meeting and (ii)

a hypothetical redemption price at $10.05 per share, which is equal to the amount per share in our Trust Account immediately upon the closing of our IPO, the NTBV was $6.45 and the difference between NTBV and offering price was $3.55. See the section of this prospectus titled Prospectus Summary Business Combination Agreement, Mutual Termination, and Related Matters Extraordinary General Meeting for additional details regarding the redemption in connection with the July 2026 Meeting.

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IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE RISK FACTORS SECTION BEGINNING ON PAGE 17 OF THIS PROSPECTUS.

IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE RISK FACTORS SECTION BEGINNING ON PAGE 20 OF THIS the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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Business 28 changes

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We will provide our holders

of our public shares (the public shareholders ) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq s shareholder approval rules.

The public shareholders

will provide our holders of our public shares (the public shareholders ) with the opportunity be entitled to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.

Following the closing

of the IPO, on August 2, 2024, of the net proceeds of the IPO and the private placement of the Private Placement Warrants, $288,937,500 was placed in a trust account with Continental as Trustee (the Trust Account ). The trust proceeds are invested in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company. Except for a portion of the interest income that may be released to the Company for the payment of franchise and income taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, none of the funds held in the Trust Account will be released until the earlier of (i) the consummation of an initial business combination, (ii) the redemption of any public shares in connection with a shareholder vote to amend the Company s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company s obligation to allow redemption in connection with its initial business combination or to redeem 100% of Public Shares if the Company did not complete a business combination by August 2, 2026 or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity; or (iii) the liquidation of the Trust Account, if the Company was unable to complete a business combination by August 2, 2026, or upon any earlier liquidation of the Company. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of June 30, 2026, there was approximately $312,319,510 held in the Trust Account and approximately $142,798 in the Company s operating bank account and a working capital deficit of approximately $8,049,671.

The Company entered into

the 2026 Securities Purchase Agreements, Voting and Non-Redemption Agreements, and Voting Agreements with various third parties to ensure that the Company had the support to secure the Extension. As approval of the Extension required approval of the holders of the Company s Ordinary Shares, the Company s Board called for the July 2026 Meeting to consider the Articles Amendment Proposals and Trust Agreement holders of the Company s issued and outstanding Ordinary Shares entitled to vote at the July 2026 Meeting approved each of the Articles Amendment Proposals and the Trust Agreement Amendment Proposals. The Amendments were immediately effective upon approval by the Ordinary Shareholders under Cayman Islands law.

As a result of the approval

of the Extension Proposal, the Company now has until August 2, 2027 to complete its initial Business Combination. In connection with the July 2026 Meeting, shareholders holding an aggregate of 12,455,589 Class A ordinary shares exercised their right to redeem their shares for approximately $10.88 per share from the funds held in the Company s Trust Account, leaving approximately $177,286,938 in cash in the Trust Account after satisfaction of such redemptions.

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Our Sponsor, the SPA

Sponsor, the SPA Investors, and any other holder of the Converted Shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they have acquired, or may in the future acquire, if any), and, accordingly, may have a conflict of interest in determining whether a particular business combination target is appropriate for our initial business combination. On March 15, 2024, our Original Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares. On May 27, 2025, the Original Sponsor sold all founder shares to our Sponsor. On July 20, 2026, our Sponsor converted all of the founder shares into 7,187,500 Converted Shares, and sold an aggregate of 4,279,275 Converted Shares to the SPA Investors pursuant to the 2026 Securities Purchase Agreements. The Converted Shares will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating distributions from assets outside of the Trust Account. In addition, our Original Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters ( Cantor ), purchased an aggregate of 8,337,500 Private Placement Warrants for an aggregate purchase price of $8,337,500 or $1.00 per warrant. 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. Subsequently, on May 27, 2025, (i) the Original Sponsor sold 5,043,750 Private Placement Warrants to the Sponsor, and (ii) Cantor sold its 3,293,750 Private Placement Warrants to the Sponsor. Following the July 2026 Meeting, the Sponsor transferred 7,612,155 Private Placement Warrants to the Voting and Non-Redemption Shareholders. The Private Placement Warrants will be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

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On May 23, 2025, the

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. Upon completion of such sale, the Original Sponsor ceased to be the record holder of any of our securities. Also on May 27, 2025, Cantor sold 3,293,750 Private Placement Warrants to the Sponsor for $10. On July 20, 2026, the Sponsor (i) sold an aggregate of 4,279,275 Converted Shares to the SPA Investors pursuant to the 2026 Securities Purchase Agreements, and (ii) transferred to the Voting and Non-Redemption Shareholders an aggregate of 7,612,155 Private Placement Warrants.

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The Original Sponsor

did not receive any compensation from us other than: (i) 7,187,500 founder shares issued and sold by us on March 15, 2024, at the aggregate purchase price of $25,000 paid by the Original Sponsor, and (ii) 5,043,750 Private Placement Warrants, issued and sold by us simultaneously with the closing of the IPO on August 2, 2024, at the aggregate purchase price of $5,043,750 paid by the Original Sponsor. As of the date of this prospectus, the Original Sponsor does not hold any interest, directly or indirectly, in the Company or its securities.

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Our Sponsor directs and

manages our activities. Our Sponsor appointed the members of our board of directors, and our President, Chinh Chu, and our Chief Financial Officer, Thomas Boychuk, are affiliated with CC Capital and the Sponsor. Through our officers and directors, our Sponsor is responsible for identifying, evaluating and negotiating with prospective target businesses, conducting due diligence, and structuring and completing our initial business combination. Our Sponsor has also funded our working capital needs through the June 2025 Note, the February 2026 Note and the July 2026 Note, and may make additional loans to us. As of September 25, 2026, our Sponsor owned 2,908,225 Converted Shares, which represented approximately 12.4% of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that public shareholders do not support, including amendments to our amended and restated memorandum and articles of association.

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for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination in connection with identifying, investigating and completing an initial business combination MI7 Sponsor, LLC, our officers, directors, advisors or our or their affiliates Finder s fees, advisory fees, consulting fees or success fees (3) Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account MI7 Sponsor, LLC, or its affiliates Salary or fee in an amount that constitutes a market standard for comparable transactions (4) Any services provided as an advisor or otherwise in connection with our initial business combination and certain other transactions (1) On July 20, 2026, our Sponsor converted all of the founder shares into 7,187,500 Converted Shares, and sold an aggregate of 4,279,275 Converted Shares to the SPA Investors pursuant to the 2026 Securities Purchase Agreements.

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(3) As of the date of this prospectus, no such arrangements are currently in place.

of the date of this prospectus, no such arrangements are currently in place. Any such salary or fee would be paid using available working capital funds (including proceeds from any promissory notes issued by us and funds released from the trust account upon completion of our initial business combination).

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If we agree to pay our

Sponsor, officers or directors, advisors, or our or their affiliates a finder s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. We may also engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. As of the date of this prospectus, no arrangements are currently in place with respect to the payment of any finder s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, or with respect to the payment of a salary or other fee to our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination or any other transaction.

Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our Sponsor and its affiliates on the one hand, and purchasers in this offering on the other. As a result of their indirect interest in the founder shares and economic interests through membership interests in our Sponsor, our management team may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. As a result, there may be actual or potential material conflicts of interest between our Sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand. See the section titled Risk Factors Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination Since our Sponsor, the SPA Investors, and any other holder of our Converted Shares may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they have acquired, or may in the future acquire, if any), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

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Company s Units, Class A ordinary shares and Public Warrants are currently listed on Nasdaq under the symbols VLOSU , to the resale by the Selling Securityholders of up to 5,550,135 Class A ordinary shares which are public shares. Holders of Class A ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of public shares will be provided with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares covered by this prospectus in connection with consummation of our initial business combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. See the section of this prospectus titled Description of Securities Ordinary Shares for more information about the redemption rights of the public shareholders.

Company s Units, Class A ordinary shares and Public Warrants are currently listed on Nasdaq under the symbols VLOSU , are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act ), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act ), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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in our Class A ordinary shares involves risks. You should carefully consider the risks described in Risk Factors before making a decision to invest in our Class A ordinary shares. If any of these risks actually occurs, our business, financial condition and results of operations would likely be materially adversely affected. You should carefully review and consider the risk factors set forth under the section titled Risk Factors beginning on page 17 20 of this prospectus. Some of these risks are summarized below.

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Dilution 3 changes

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connection with the July 2026 Meeting, shareholders holding an aggregate of 12,455,589 Class A ordinary shares, representing approximately 43% of the then outstanding public shares, exercised their right to redeem their shares from the funds held in the Company s Trust Account. Based on (i) the actual redemption rate of 43% at the July 2026 Meeting and (ii) a hypothetical redemption price at $10.05 per share, which is equal to the amount per share in our Trust Account immediately upon the closing of our IPO, the NTBV was $6.45 and the difference between NTBV and offering price was $3.55. See the section of this prospectus titled Prospectus Summary Business Combination Agreement, Mutual Termination, and Related Matters Extraordinary General Meeting for additional details regarding the redemption in connection with the July 2026 Meeting.

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connection with the July 2026 Meeting, shareholders holding an aggregate of 12,455,589 Class A ordinary shares, representing approximately 43% of the then outstanding public shares, exercised their right to redeem their shares from the funds held in the Company s Trust Account.

Based on (i) the actual redemption rate of 43% at the July 2026 Meeting and (ii) a hypothetical redemption price at $10.05 per share, which is equal to the amount per share in our Trust Account immediately upon the closing of our IPO: (a) an increase attributable to public shareholders was $6.46, (b) pro forma net tangible book value after the IPO was $6.45, (c) the dilution to public shareholders was $3.55, and (d) the percentage of dilution to public shareholders was 35.50%. See the section of this prospectus titled Prospectus Summary Business Combination Agreement, Mutual Termination, and Related Matters Extraordinary General Meeting for additional details regarding the redemption in connection with the July 2026 Meeting.

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Note 16: Exhibits and Financial Statements Schedules 2 changes

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of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 29th 30th day of September, October, 2026.

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of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Velos Acquisition I Corp., in New York, New York, on the 29th 30th day of September, October, 2026.

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