Exhibit 3.1

amendment No. 1 to
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
VELOS ACQUISITION I CORP.

RESOLVED, as special resolutions, that:

(i) Article 49.6 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

“In the event that the Company does not consummate a Business Combination within: (i) 36 months from the consummation of the IPO, (ii) or such other time as the Members may approve in accordance with the Articles (an “Extension Approval”), or (iii) such earlier liquidation date as the Directors may approve in which to consummate a Business Combination (the “Completion Window”), the Company shall:

(a) cease all operations except for the purpose of winding up;

(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less (i) taxes payable, (ii) any portion of the Extension Withdrawal Amount not previously released to the Company, and (iii) up to $100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”

(ii) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

“In the event that any amendment is made to the Articles:

(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within the Completion Window (for the avoidance of doubt, as extended pursuant to any Extension Approval); or

(b) with respect to any other material provision relating to Members’ rights or pre-Business Combination activity,

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment (including, for the avoidance of doubt, any Extension Approval), at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.”

(iii) Article 49.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

“A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of: (i) an IPO Redemption, (ii) a repurchase of shares by means of a tender offer pursuant to this Article, or (iii) a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.”

RESOLVED, as special resolutions, that:

(i) By adding a new Article 49.13, immediately after Article 49.12 of the Articles of Association of the Company as follows:

“Subsequent to the redemption of Public Shares (if any) pursuant to Article 49.7 in connection with the approval of the extension of the Completion Window (the “Initial Extension Approval”) to the date being 36 months from the consummation of the IPO, the Company may withdraw from the Trust Account up to an aggregate amount of interest earned on the funds held in the Trust Account equal to $0.10 for each Public Share that is not redeemed and remains outstanding immediately following the Initial Extension Approval (the “Extension Withdrawal Amount”), as follows:

(a) US$1,000,000 of the Extension Withdrawal Amount (the “Working Capital Interest Amount”) may be withdrawn from the Trust Account by the Company following the Initial Extension Approval and shall be used solely to fund working capital requirements and expenses incurred by the Company in the ordinary course, including without limitation, with respect to legal, accounting, printing, insurance trust and stock transfer services, not in excess of US$1,000,000; and

(b) any amount of the Extension Withdrawal Amount in excess of the Working Capital Interest Amount may be withdrawn from the Trust Account by the Company promptly following the Initial Extension Approval and shall be used solely to fund accrued liabilities of the Company that are due and payable as of the date of the Initial Extension Approval.”

(ii) By adding a new Article 49.14, immediately after Article 49.13 of the Articles of Association of the Company as follows:

“For the avoidance of doubt, the Extension Withdrawal Amount shall reduce the aggregate amount on deposit in the Trust Account, and therefore the per-Share redemption price payable to holders of Public Shares upon any subsequent redemption of Public Shares in connection with a Business Combination, the expiration of the Completion Window (as extended pursuant to any Extension Approval), or any other redemption event pursuant to these Articles.”

RESOLVED, as special resolutions, that:

The definition of ‘Sponsor’ be deleted in its entirety and replaced as follows:

““Sponsor” means MI7 Sponsor, LLC, a Delaware limited liability company, and its successors or assigns.”

RESOLVED, as special resolutions, that:

(i) Article 49.12 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

“The Company may enter into a Business Combination with a target business that is an Affiliate of the Sponsor, a Founder, a Director or an Officer.”

Exhibit 10.1

FIRST AMENDMENT TO

INVESTMENT MANAGEMENT TRUST AGREEMENT

This FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of July 17, 2026 by and among Velos Acquisition I Corp., formerly known as M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Any capitalized terms used in this Amendment and not defined herein shall have the meaning given to it in the Investment Management Trust Agreement (as defined below).

WHEREAS, Company and Trustee entered in the Investment Management Trust Agreement, dated July 31, 2024 (the “Trust Agreement”); and

WHEREAS, the Shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s amended and restated memorandum and articles of association on July 17, 2026 (as amended by the Charter Amendment, the “Articles”), with such Charter Amendment taking effect on July 17, 2026 (the “Charter Amendment Effective Date”), that, among other things, permits the withdrawal of an aggregate amount of interest earned on the funds held in the Trust Account equal to $0.10 for each Ordinary Share issued in the Offering that is not redeemed and remains outstanding immediately following the Charter Amendment Effective Date (the “Extension Withdrawal Amount”); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to amend the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW THEREFORE, IT IS AGREED:

1. Amendment of Section 1(l). Section 1(l), shall be amended by deleting and replacing Section 1(l) in its entirety with the following:

(l) Upon written request from the Company, which may be given on or after the Charter Amendment Effective Date in a form substantially similar to that attached hereto as Exhibit E (an “Extension Withdrawal Instruction”), withdraw up to an aggregate amount of interest earned on the funds held in the Trust Account in an amount equal to $0.10 for each Ordinary Share issued in the Offering as permitted by Article 49.13 of the Articles that is not redeemed and remains outstanding as of the close of business on July 17, 2026 (an “Extension Withdrawal Amount”), of which (i) $1,000,000 will be used to fund working capital requirements and expenses incurred by the Company in the ordinary course, including without limitation, with respect to legal, accounting, printing, insurance, trust and stock transfer services, not in excess of $1,000,000 in the aggregate; and (ii) any amounts in excess of such $1,000,000 will be used solely to fund accrued liabilities of the Company that are due and payable as of the Charter Amendment Effective Date; and

2. Addition of Section 1(m). Section 1(m) set forth below shall be added to Section 1 of the Trust Agreement:

(m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j), 1(k), or 1(l) above.

3. Amendment of Section 2(a). Section 2(a) shall be amended so that the reference in the second sentence to “Sections 1(h), 1(i), and 1(j)” shall be deleted and replaced with a reference to “Sections 1(i), 1(j), 1(k) and 1(l)”.

4. Amendment of Section 2(c). Section 2(c) shall be amended so that the reference in the first sentence to “Sections 1(i) through 1(k)” shall be deleted and replaced with a reference to “Sections 1(i) through 1(l)”.

5. Amendment of Section 2(e). Section 2(e) shall be amended to add the words, “Extension Withdrawal Instruction (s),” after the words, “Shareholder Redemption Withdrawal Instruction(s)”.

6. Amendment of Section 3(k). Section 3(k) shall be amended so that the reference to “Sections 1(h), 1(i), or 1(j)” is replaced with a reference to “Sections 1(i), 1(j), 1(k), or 1(l)”.

7. Amendment of Section 6(c). Section 6(c) shall be amended so that the reference in the second sentence to “Sections 1(h), 1(i), or 1(j)” is replaced with a reference to “Sections 1(i), 1(j), 1(k), or 1(l)”.

8. Amendment of Schedule A. Schedule A shall be amended so that both reference in row three to “Section 1(i), 1(j) and 1(k)” is replaced with a reference to “Section 1(i), 1(j), 1(k) and 1(l)”.

9. Addition of Exhibit E. Exhibit E shall be added to the Investment Management Trust Agreement and shall be in the form attached to this Amendment as Exhibit E.

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

Exhibit 10.2

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Velos Acquisition I Corp., a Cayman Islands exempted company (“Maker”) promises to pay to the order of MI7 Sponsor, LLC, a Delaware limited liability company (“Payee”), the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which schedule shall be updated from time to time by Payee to reflect all advances and readvances made by Payee to Maker under this Note from time to time; provided that at no time shall Payee be obligated to make any advance or readvance if and to the extent that the aggregate principal amount of all advances and readvances outstanding under this Note exceed Four Million dollars ($4,000,000). Subject to the foregoing, any advance hereunder shall be made by Payee upon receipt of a written request of Maker, and upon any such advance by Payee, shall be set forth on Schedule A. Schedule A shall be binding on Maker absent manifest error. All payments on this Note shall be made by wire transfer of immediately available funds or as otherwise determined by Payee to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

1. Principal. All unpaid principal under this Note shall be due and payable in full on the consummation of Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that Maker has funds available to it outside of its trust account established in connection with its initial public offering of its securities (the “Trust Account” and such offering, the “IPO”), and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Any outstanding principal amount to date under this Note may be prepaid at any time by Maker, at its election and without penalty.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges, and finally to the reduction of the unpaid principal balance of this Note. Amounts paid or repaid under this Note may be reborrowed.

4. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay any amount due pursuant to this Note within five (5) business days following the date when due.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

5. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal balance of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

8. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. Payee hereby agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity or any other theory of legal liability. To the extent Payee commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Maker (including this Note), which proceeding seeks, in whole or in part, monetary relief against Maker, Payee hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such Claim shall not permit Maker (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.

12. Tax Treatment. In each case for U.S. federal income tax and all other applicable tax purposes, Maker and Payee agree to treat this Note, to the extent permissible under applicable law, in part as an equity interest in Maker (and not as indebtedness), and shall take no contrary position on any tax return or before any taxing authority unless otherwise required by law). Maker and Payee shall reasonably cooperate to structure any contribution, forfeiture or elimination of this Note pursuant to Section 1 in a manner that is tax-efficient for Maker and Payee, taking into account the terms of any Business Combination.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

Agreed and Acknowledged:

MI7 SPONSOR, LLC

[Signature Page to Promissory Note]

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