Velos Acquisition I Corp 8-K, filed Jun 18, 2025
Velos Acquisition I Corp. (VLOS)
About this 8-K
Velos Acquisition I Corp filed this 8-K on June 18, 2025, reporting on events of June 13, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2025, M3-Brigade Acquisition V Corp. (the “Company”) issued a promissory note (the “Note”) to M17 Sponsor, LLC (the “Sponsor”), the Company’s sponsor, pursuant to which the Company can borrow up to an aggregate principal amount of $2,500,000 from the Sponsor. On June 18, 2025, the Company borrowed $500,000 under the Note. The proceeds of the Note will be used to provide the Company with general working capital.
The 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 Note may be accelerated. If the Company does not consummate an initial business combination, the Note will be repaid solely to the extent the Company has funds available outside its trust account established in connection with the Company’s initial public offering.
The description of the Note does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Note, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 13, 2025, the board of directors (the “Board”) of the Company approved an increase to the number of directors on the Board from five (5) to seven (7) directors (the “Board Increase”).
Effective June 13, 2025, in connection with the Board Increase, the Board appointed (i) Paul W. Kopsky, Jr. as a Class III member of the Board, with an initial term expiring at the Company’s third annual general meeting of shareholders and (ii) Franklin Tsung as a Class II member of the Board, with an initial term expiring at the Company’s second annual general meeting of shareholders.
Concurrent with his appointment to the Board as a Class III director, the Board appointed Mr. Kopsky to its Audit Committee. Mr. Kopsky will serve as the Audit Committee’s chair and qualifies as an “audit committee financial expert” under applicable Securities and Exchange Commission rules.
The Board has determined that each of Messrs. Kopsky and Tsung is independent under applicable Nasdaq listing rules. No family relationships exist between any of Messrs. Kopsky and Tsung and any of the Company’s directors or executive officers. There are no arrangements or understandings between any of Messrs. Kopsky and Tsung and any other person pursuant to which Messrs. Kopsky and Tsung were selected as directors, nor are there any transactions to which the Company is or was a participant and in which any of Messrs. Kopsky and Tsung had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K other than the Indemnity Agreements (as defined below).
Effective on June 13, 2025, in connection with their appointments to the Board, each of Messrs. Kopsky and Tsung entered into an indemnity agreement (the “Indemnity Agreements”) with the Company in the form previously filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-279951).
The description of the Indemnity Agreements does not purport to be complete and is subject to, and qualified in their entirety by reference to, the form of Indemnity Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 10.1 | Promissory Note dated June 16, 2025. | |
| 10.2 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A (file No. 333-279951), filed with the Securities and Exchange Commission on June 21, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| M3-Brigade Acquisition V Corp. | |||
| Date: June 18, 2025 | By: | /s/ Robert Rivas Collins | |
| Name: | Robert Rivas Collins | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
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
|
Principal Amount: Not to Exceed $2,500,000 (See Schedule A) |
Dated as of June 16, 2025 |
FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, M3-Brigade Acquisition V 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 Two Million Five Hundred Thousand dollars ($2,500,000). 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. Conversion. Upon consummation of a Business Combination, Payee shall have the option, but not the obligation, to convert up to $1,500,000 of the outstanding unpaid principal balance under this Note, into private placement warrants of the Company (the “Private Placement Warrants”) at the purchase price of $1.50 per Private Placement Warrant, each such Private Placement Warrant exercisable to purchase one Class A ordinary share of the Company at $11.50 per share, subject to adjustment. As promptly as reasonably practicable after notice by Payee to Maker to convert such unpaid principal balance under this Note, in whole or in part, into Private Placement Warrants, which notice must be made at least five (5) business days prior to the consummation of the Business Combination, and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a warrant certificate or certificates (issued in the name(s) requested by Payee), or shall have made appropriate book-entry notation on the books and records of Maker, in each case for the number of Private Placement Warrants of Maker issuable upon the conversion of this Note.
7. Covenants of Maker. Maker covenants that any Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, when so issued, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.
8. 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.
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9. 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.
10. 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.
11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
12. 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.
13. 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.
14. 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 in part as a contingent right to acquire Private Placement Warrants (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 (i) any conversion of this Note in connection with a Business Combination and (ii) 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.
15. 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.
16. 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.
[Remainder of Page Intentionally Left Blank]
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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.
| M3-BRIGADE ACQUISITION V CORP. | ||
| By: | /s/ Reeve Collins | |
| Name: | Reeve Collins | |
| Title: | Chief Executive Officer | |
| Agreed and Acknowledged: | |||
| MI7 SPONSOR, LLC | |||
| By: | /s/ Thomas Boychuk | ||
| Name: | Thomas Boychuk | ||
| Title: | Chief Financial Officer | ||
[Signature Page to Promissory Note]
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SCHEDULE A
Subject to the terms and conditions set forth in the Note to which this schedule is attached, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.
| Date | Amount Advanced | Amount Repaid | ||
| June 18, 2025 | $500,000 |
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